Company registration number 04173186 (England and Wales)
EDUCATION SOLUTIONS SPEKE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
EDUCATION SOLUTIONS SPEKE LIMITED
COMPANY INFORMATION
Directors
Mr A M Dwan
Mr I W Currie
Mr J Connolly
Secretary
North Consulting Limited
Company number
04173186
Registered office
Building 1000 Kings Reach
Yew Street
Stockport
SK4 2HG
Auditor
Azets Audit Services
Fleet House
New Road
Lancaster
United Kingdom
LA1 1EZ
EDUCATION SOLUTIONS SPEKE LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 16
EDUCATION SOLUTIONS SPEKE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2024
- 1 -

The directors present their annual report and financial statements for the year ended 31 August 2024.

Principal activities

The company is engaged in a PFI contract with Liverpool City Council which requires the company to build a learning centre and provide a range of services including catering and maintenance for a period of 25 years from October 2002 (the total project life being 27 years).

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr A M Dwan
Mr I W Currie
Mr J Connolly

Going Concern

The company currently has net assets of £3,191,491 (2023: £2,634,657) and the company's forecasts and projections, taking account of the impact of swaps and reasonably possible changes in trading performance, show that it should be able to operate within the level of its current facilities and continue to meet forecast loan covenants. The company has entered into long-term contracts with both its client and suppliers, and after a careful review of these contracts the directors are confident that the company can continue to operate as a going concern for the next twelve months. The directors have committed to carry out regular reviews of the company's cash flows to monitor the ongoing situation. Due to the contractual nature of the SPV, cash flows are guaranteed with the only risk around going concern being the levels of service which are monitored closely through review of KPIs. The directors have reviewed these tests and are satisfied with the results and consider the company to be a going concern.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

By order of the board
North Consulting Limited
Secretary
23 January 2025
EDUCATION SOLUTIONS SPEKE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 AUGUST 2024
- 2 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

EDUCATION SOLUTIONS SPEKE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF EDUCATION SOLUTIONS SPEKE LIMITED
- 3 -
Opinion

We have audited the financial statements of Education Solutions Speke Limited (the 'company') for the year ended 31 August 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

EDUCATION SOLUTIONS SPEKE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF EDUCATION SOLUTIONS SPEKE LIMITED
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

EDUCATION SOLUTIONS SPEKE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF EDUCATION SOLUTIONS SPEKE LIMITED
- 5 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company's member in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.

Susanna Cassey
Senior Statutory Auditor
For and on behalf of Azets Audit Services
5 February 2025
Chartered Accountants
Statutory Auditor
Fleet House
New Road
Lancaster
United Kingdom
LA1 1EZ
EDUCATION SOLUTIONS SPEKE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2024
- 6 -
2024
2023
£
£
Turnover
2,827,425
2,797,480
Cost of sales
(1,592,005)
(1,598,279)
Gross profit
1,235,420
1,199,201
Administrative expenses
(680,622)
(541,593)
Operating profit
554,798
657,608
Interest receivable and similar income
439,473
526,118
Interest payable and similar expenses
(310,101)
(435,588)
Profit before taxation
684,170
748,138
Tax on profit
(115,211)
(114,988)
Profit for the financial year
568,959
633,150
Other comprehensive income
Cash flow hedges (loss)/gain arising in the year
(12,125)
201,669
Total comprehensive income for the year
556,834
834,819

The profit and loss account has been prepared on the basis that all operations are continuing operations.

EDUCATION SOLUTIONS SPEKE LIMITED
BALANCE SHEET
AS AT
31 AUGUST 2024
31 August 2024
- 7 -
2024
2023
Notes
£
£
£
£
Current assets
Debtors falling due after more than one year
4
3,502,512
5,092,735
Debtors falling due within one year
4
2,151,822
2,434,962
Cash at bank and in hand
2,196,427
2,098,369
7,850,761
9,626,066
Creditors: amounts falling due within one year
5
(2,755,285)
(2,829,194)
Net current assets
5,095,476
6,796,872
Creditors: amounts falling due after more than one year
6
(451,429)
(2,683,358)
Provisions for liabilities
7
(1,452,556)
(1,478,857)
Net assets
3,191,491
2,634,657
Capital and reserves
Called up share capital
8
1,000
1,000
Share premium account
9
261,135
261,135
Hedging reserve
9
(24,377)
(12,252)
Profit and loss reserves
9
2,953,733
2,384,774
Total equity
3,191,491
2,634,657

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 23 January 2025 and are signed on its behalf by:
Mr A M Dwan
Director
Company Registration No. 04173186
EDUCATION SOLUTIONS SPEKE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2024
- 8 -
Share capital
Share premium account
Hedging reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 September 2022
1,000
261,135
(213,921)
1,751,624
1,799,838
Year ended 31 August 2023:
Profit for the year
-
-
-
633,150
633,150
Other comprehensive income:
Cash flow hedges gains
-
-
201,669
-
201,669
Total comprehensive income for the year
-
-
201,669
633,150
834,819
Balance at 31 August 2023
1,000
261,135
(12,252)
2,384,774
2,634,657
Year ended 31 August 2024:
Profit for the year
-
-
-
568,959
568,959
Other comprehensive income:
Cash flow hedges gains
-
-
(12,125)
-
(12,125)
Total comprehensive income for the year
-
-
(12,125)
568,959
556,834
Balance at 31 August 2024
1,000
261,135
(24,377)
2,953,733
3,191,491
EDUCATION SOLUTIONS SPEKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
- 9 -
1
Accounting policies
Company information

Education Solutions Speke Limited is a private company limited by shares incorporated in England and Wales. The registered office is Building 1000 Kings Reach, Yew Street, Stockport, SK4 2HG.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The company currently has net assets of £3,191,491 (2023: £2,634,657) and the company's forecasts and projections, taking account of the impact of swaps and reasonably possible changes in trading performance, show that it should be able to operate within the level of its current facilities and continue to meet forecast loan covenants. The company has entered into long-term contracts with both its client and suppliers, and after a careful review of these contracts the directors are confident that the company can continue to operate as a going concern for the next twelve months. The directors have committed to carry out regular reviews of the company's cash flows to monitor the ongoing situation. Due to the contractual nature of the SPV, cash flows are guaranteed with the only risk around going concern being the levels of service which are monitored closely through review of KPIs. The directors have reviewed these tests and are satisfied with the results and consider the company to be a going concern. true

1.3
Turnover

The assets of the company fall under Service Concession Arrangements by virtue of the fact that the public sector customer ("Grantor") passes both elements of the asset control test.

i) The Grantor controls the use of the asset via the project agreement and all service level requirements contained therein;

ii) The Grantor controls the entitlement to residual asset proceeds via an entitlement to purchase the asset prior to an offer to the open market which can be exercised at the Grantor's discretion.

Under section 34 of FRS102, such assets should be capitalised into a financial asset attributed to the provision of services.

Pursuant to section 23 of FRS102, revenue associated with the financial asset comprises service income related to facilities management, lifecycle maintenance and other administrative running costs of the company.

Pass through income represents the direct pass through of recoverable costs, as specified in the Project Agreement.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

EDUCATION SOLUTIONS SPEKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 10 -
1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
Hedge accounting

The company holds floating rate loans which expose the company to interest rate risk, to mitigate against this risk the company uses interest rate swaps. These instruments are measured at fair value at each reporting date. They are carried as assets when fair value is positive and as liabilities when the fair values is negative.

 

These interest swaps have been allocated against the company's loans as a hedging instrument. To the extent the hedge is effective movements in fair value adjustments, other than adjustments for own or counter party credit risk, are recognised in other comprehensive income and presented in a separate cash flow reserve. Any movements in fair value relating to ineffectiveness and adjustments for our own or counter party credit risk.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

EDUCATION SOLUTIONS SPEKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 11 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.8
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

Provisions are made in respect of life cycle maintenance to the extent that the company is obliged to undertake maintenance in future periods. The costs are estimated to be £80,417 at 2004 prices each year and as such £80,417 indexed from 2004 is provided for each year. Interest accruing on the balance is also provided for in accordance with the contractual commitments of the company.

1.9

Contract Debtor

Amounts recoverable on long term contracts represent project development costs incurred in, fulfilling the PFI contract. Costs include all construction costs incurred in the building of the project and attributable overheads, finance costs and interest. Costs including certain professional fees and bank arrangement fee are included within amounts recoverable on long term contracts once the company is virtually certain of being awarded the relevant contract.

 

Amounts recoverable on long term contracts are amortised over the period of the contract in equal instalments, discounted at a rate of 6.5% per annum.

1.10

Finance costs

Finance costs that are directly attributable to the construction of the project are capitalised as part of the project development costs, until the date of completion of the development. Other finance costs are recognised in profit or loss over the term of debt.

EDUCATION SOLUTIONS SPEKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 12 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

In preparing these financial statements, the directors have had to make the following judgements:

 

Amounts recoverable on long term contracts

The company reviews the value of the amounts recoverable on long term contracts at the end of each year to ensure that any relevant impairment is charged and these amounts are recoverable. The directors use forecasts and the underlying financial model along with an appropriate discount rate to estimate the fair value of the receivable. Any relevant impairment is charged to the Statement of Comprehensive Income within the financial statements.

 

Fair value of interest rate swaps

The fair value of interest rate swaps is determined by reference to mark to market valuations provided periodically by the senior lender.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
3
3
4
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
-
0
146,436
Amounts recoverable on long term contracts
1,590,223
1,491,688
Amounts owed by group undertakings
18,178
184,978
Other debtors
429,148
492,306
Prepayments and accrued income
114,273
119,554
2,151,822
2,434,962
EDUCATION SOLUTIONS SPEKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
4
Debtors
(Continued)
- 13 -
2024
2023
Amounts falling due after more than one year:
£
£
Gross amounts owed by contract customers
3,502,512
5,092,735
Total debtors
5,654,334
7,527,697

Amounts owed by group undertakings are interest free and repayable on demand.

5
Creditors: amounts falling due within one year
2024
2023
£
£
Loan notes
28,163
25,710
Bank loans
2,015,166
1,850,872
Trade creditors
364,907
180,172
Amounts owed to group undertakings
116,261
264,536
Corporation tax
43,575
115,020
Other taxation and social security
21,510
101,884
Financial instruments
24,377
-
0
Accruals and deferred income
141,326
291,000
2,755,285
2,829,194

The bank loans of £2,015,166 (2023: 1,850,872) are secured by a fixed and floating charge over the assets of the company.

 

The loan notes of £28,163 (2023: £25,710) are unsecured subordinated debt.

 

Amounts owed to group undertakings are made up of trade creditors and loan notes. The trade creditors totalling £Nil (2023: £158,400) are interest free and repayable on demand. The loan notes of £116,261 (2023: £106,136) and are unsecured subordinated debt.

 

The financial instrument relates to the hedging instrument taken out to hedge against interest rate risk.

6
Creditors: amounts falling due after more than one year
2024
2023
£
£
Loan notes
64,643
92,806
Bank loans
-
0
2,015,163
Amounts owed to group undertakings
266,852
383,112
Financial instruments
-
0
12,252
Deferred income
119,934
180,025
451,429
2,683,358
EDUCATION SOLUTIONS SPEKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
6
Creditors: amounts falling due after more than one year
(Continued)
- 14 -

The bank loans of £Nil (2023: £2,015,163) are secured by a fixed and floating charge over the assets of the company.

The loan notes of £64,643 (2023: £92,806) are unsecured subordinated debt.

 

Deferred income relates to an additional unitary charge payment received in 2007. This payment is amortised on a straight line basis over 20 years.

 

Amounts owed to group undertaking relates to the unsecured subordinated debts which is repayable by August 2027 and carrying an interest rate of 4.77% charged semi-annually.

7
Provisions for liabilities
2024
2023
£
£
1,452,556
1,478,857

The provision reflects the contractual obligation to carry out maintenance work on the learning centre. The provision is in line with the required accounting treatment per Section 1A of FRS 102. The costs are estimated to be £80,417 at 2004 prices each year and such £80,417 indexed from 2004 is provided for each year. Interest accruing on the balance is also provided for in accordance with the contractual commitments of the company.

Movements on provisions:
£
At 1 September 2023
1,478,856
Additional provisions in the year
213,573
Utilisation of provision
(239,873)
At 31 August 2024
1,452,556
8
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
'A' ordinary shares of £1 each
805
805
805
805
'B' ordinary shares of £1 each
195
195
195
195
1,000
1,000
1,000
1,000

The 'A' ordinary shares and the 'B' ordinary shares rank pari passu in all respects as regards payment of income, voting rights and the return of capital on a winding up.

EDUCATION SOLUTIONS SPEKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 15 -
9
Reserves

The company's capital and reserves are as follows:

 

Called up share capital

Called up share capital represents the nominal value of the shares issued.

 

Share premium account

The share premium account includes the premium on issue of equity shares, net of any issue costs.

 

Cashflow hedge reserve

The company has detailed its interest rate swap as a hedging instrument. To the extent that the hedge is considered effective, any movement in the fair value of this instrument is included in a cashflow hedge reserve in the financial statements.

 

Profit and loss account

The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

10
Related party transactions

During the year purchases of £17,959 (2023: £23,671) were made from subsidiary companies of Equity Solutions Infrastructure Limited, a company in which A M Dwan is a director. A balance of £3,592 (2023: £3,592) was owing to subsidiary companies of Equity Solutions Infrastructure Limited at the year end.

 

During the year purchases of £15,000 (2023: £15,000) were made from Currie Capital Limited, a company in which I Currie is a director and shareholder. A balance of £7,500 (2023: £7,500) was owing to Currie Capital Limited at the year end.

 

During the year purchases of £27,379 (2023: £130,692) were made from Blue Sky Design Services Limited, a company in which A M Dwan is a director and shareholder. A balance of £Nil (2023: £26,034) was owing to Blue Sky Design Services Limited at the year end.

 

During the year purchases of £30,000 (2023: £30,000) were made from Equity Solutions Asset Management Limited, a company in which A M Dwan is a director. A balance of £Nil (2023: £3,000) was owing to Equity Solutions Asset Management Limited at the year end.

 

During the year purchases of £132,000 (2023: £132,000) were made from the parent company Equity Solutions (Manchester) Limited. At the year end £Nil (2023: £158,400) was due to and £18,178 (2023: £184,978) was due from Equity Solutions (Manchester) Limited. Also at the year end loan notes totalling £383,113 (2023: £489,249) were due to Equity Solutions (Manchester) Limited. Interest totalling £46,674 (2023: £55,919) was paid on this balance.

 

During the year purchases of £30,000 (2023: £15,000) were made from Medusa Asset Management Limited, a company in which R Hughes (a minority shareholder of the ultimate parent company) is a director. A balance of £Nil (2023: £22,500) was owing to Medusa Asset Management Limited at the year end.

 

During the year purchases of £35,750 (2023: £Nil) were made from Blue Support Services Limited, a company in which A M Dwan is a director. A balance of £Nil (2023: £Nil) was owing to Blue Support Services Limited at the year end.

11
Directors' transactions

Included within creditors is a total of £69,603 (2023: £88,885) for outstanding loan notes owed to the directors of the company split in equal tranches. In relation to these loan notes, during the year interest of £6,625 (2023: £8,127) was paid.

EDUCATION SOLUTIONS SPEKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 16 -
12
Parent company

The company is controlled by Equity Solutions (Manchester) Limited.

 

Equity Solutions (Manchester) Limited is ultimately controlled by Little Duty Limited, the ultimate parent company.

 

The registered office of Little Duty Limited and Equity Solutions (Manchester) Limited is building 1000 Kings Reach, Yew Street, Stockport, SK4 2HG.

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