Registration number:
Bedstone Educational Ltd
for the Year Ended 31 August 2024
Bedstone Educational Ltd
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Balance Sheet |
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Statement of Changes in Equity |
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Statement of Cash Flows |
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Notes to the Financial Statements |
Bedstone Educational Ltd
Company Information
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Directors |
Ms Xuyan Lin Mr Jing Wang Mr Robert Tasker |
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Registered office |
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Auditors |
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Bedstone Educational Ltd
Strategic Report for the Year Ended 31 August 2024
The directors present their strategic report for the year ended 31 August 2024.
Principal activity
The principal activity of the company is that of providing educational services.
Fair review of the business
The financial statements show a loss for the year of £873,334 from a turnover of £2,090,163. As at 31 August 2024, the company had net assets of £7,472,735. The directors consider these results to be as anticipated.
The directors are closely monitoring the expected losses, analysing areas of expenditure where efficiencies can be made.
Principal risks and uncertainties
The key business risks and uncertainities affecting the company relate to recruitment levels of students, improving profitability, financing arrangements and ongoing compliance with current and future legislation affecting the sector.
The Covid-19 pandemic has affected the operations for independent schools and resulted in reduced income during recent academic years. However, the school are making progress since the pandemic ended and as travel restrictions have eased for international students coming to the school.
Approved and authorised by the
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Bedstone Educational Ltd
Directors' Report for the Year Ended 31 August 2024
The directors present their report and the financial statements for the year ended 31 August 2024.
Directors of the company
The directors who held office during the year were as follows:
Going concern
In accordance with the Financial Reporting Council's 'Going Concern and Liquidity Risk: Guidance for Directors of UK Companies', the directors of all companies are now required to provide disclosures regarding the adoption of the going concern basis of accounting.
As anticipated, the company has continued to makes losses in the financial year to 31 August 2024. The company is expected to return to profits over the following one to two years. The shareholders have agreed to provide financial support for the foreseeable future.
In order to finance these losses, an arrangement has been made with the parent company, Ipswich International Education Group Ltd, where from financial support will be provided.
For these reasons, the directors consider it appropriate to prepare accounts on going concern basis.
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Approved and authorised by the
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......................................... |
Bedstone Educational Ltd
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities 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:
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• |
select suitable accounting policies and apply them consistently; |
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• |
make judgements and accounting estimates that are reasonable and prudent; |
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• |
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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• |
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
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.
Bedstone Educational Ltd
Independent Auditor's Report to the Members of Bedstone Educational Ltd
Opinion
We have audited the financial statements of Bedstone Educational Ltd (the 'company') for the year ended 31 August 2024, which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of 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:
• | give a true and fair view of the state of the company's affairs as at 31 August 2024 and of its loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
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 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 director's 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 original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Bedstone Educational Ltd
Independent Auditor's Report to the Members of Bedstone Educational Ltd (continued)
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 4], 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 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 for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
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• |
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. 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. |
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. |
Bedstone Educational Ltd
Independent Auditor's Report to the Members of Bedstone Educational Ltd (continued)
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. |
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Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. |
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. |
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the company audit. We remain solely responsible for our audit opinion. |
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Use of our report
This report is made solely to the company’s members, as a body, 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 members those matters we are required to state to them 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 members as a body, for our audit work, for this report, or for the opinions we have formed.
......................................
For and on behalf of
Savoy House
Savoy Circus
W3 7DA
Bedstone Educational Ltd
Profit and Loss Account for the Year Ended 31 August 2024
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Note |
31.08.24 |
31.08.23 |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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Administrative expenses |
( |
( |
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Other operating income |
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Operating loss |
(1,110,062) |
(1,319,793) |
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Other interest receivable and similar income |
|
|
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Interest payable and similar expenses |
( |
( |
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236,728 |
144,591 |
||
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Loss before tax |
( |
( |
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Loss for the financial year |
( |
( |
The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.
Bedstone Educational Ltd
(Registration number: 10438437)
Balance Sheet as at 31 August 2024
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Note |
31.08.24 |
31.08.23 |
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Fixed assets |
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Intangible assets |
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Tangible assets |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Net assets |
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Capital and reserves |
|||
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Called up share capital |
14,770,000 |
14,770,000 |
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Retained earning |
(7,297,265) |
(6,423,931) |
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Shareholders' funds |
7,472,735 |
8,346,069 |
Approved and authorised by the
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Bedstone Educational Ltd
Statement of Changes in Equity for the Year Ended 31 August 2024
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Share capital |
Profit and loss account |
Total |
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At 1 September 2023 |
|
( |
8,346,069 |
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Loss for the year |
- |
( |
(873,334) |
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Total comprehensive income |
- |
( |
(873,334) |
|
At 31 August 2024 |
|
( |
7,472,735 |
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Share capital |
Profit and loss account |
Total |
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|
At 1 September 2022 |
14,770,000 |
(5,248,729) |
9,521,271 |
|
Loss for the year |
- |
(1,175,202) |
(1,175,202) |
|
Total comprehensive income |
- |
(1,175,202) |
(1,175,202) |
|
At 31 August 2023 |
14,770,000 |
(6,423,931) |
8,346,069 |
Bedstone Educational Ltd
Statement of Cash Flows for the Year Ended 31 August 2024
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Note |
31.08.24 |
31.08.23 |
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Cash flows from operating activities |
|||
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Loss for the year |
( |
( |
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Adjustments to cash flows from non-cash items |
|||
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Depreciation and amortisation |
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Finance income |
( |
( |
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Finance costs |
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|
|
|
( |
( |
||
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Working capital adjustments |
|||
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Increase in trade creditors |
|
|
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Increase in trade debtors |
(247,969) |
(705,724) |
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|
Net cash flow from operating activities |
( |
( |
|
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Cash flows from investing activities |
|||
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Interest received |
|
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|
Acquisitions of tangible assets |
- |
( |
|
|
Net cash flows from investing activities |
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|
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Cash flows from financing activities |
|||
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Interest paid |
( |
( |
|
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Net increase in cash and cash equivalents |
|
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Cash and cash equivalents at 1 September |
|
|
|
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Cash and cash equivalents at 31 August |
85,436 |
54,795 |
|
Bedstone Educational Ltd
Notes to the Financial Statements for the Year Ended 31 August 2024
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1. |
General information |
The company is a private company limited by share capital, incorporated in England.
The address of its registered office is:
England
These financial statements were authorised for issue by the
|
2. |
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The presentational currency of the financial statements is Pound Sterling (£).
Going concern
The financial statements have been prepared on a going concern basis. After reviewing the company's budgets and projections, and giving regard to future funding secured, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the forseeable future. The company, therefore, adopts the going concern basis in preparing the financial statements.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.
Bedstone Educational Ltd
Notes to the Financial Statements for the Year Ended 31 August 2024 (continued)
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2 |
Accounting policies (continued) |
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Freehold property |
The freehold property is maintained to a high standard and no depreciation is charged as in the opinion of the directors any such sum is immaterial |
|
Sports Facilities |
Over 10 years |
|
Equipment, fixtures and fittings |
Over 10 years |
|
Motor vehicles |
25% on reducing balance |
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Computer equipment |
Over 3 years |
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Website development is being amortisd evenly over its estimated useful life of three years.
Goodwill is being amortised evenly over its estimated useful life of ten years.
|
Asset class |
Amortisation method and rate |
|
Website development |
Over 3 years |
|
Goodwill |
Over 10 years |
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Bedstone Educational Ltd
Notes to the Financial Statements for the Year Ended 31 August 2024 (continued)
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2 |
Accounting policies (continued) |
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Defined benefit pension obligation
The school partcipates in the Teachers' Pension Scheme for its teaching staff. This is a multi-employer defined benefit pension scheme and it is not possible to identify assets and liabilities of the scheme which are attributble to the school. As required by FRS 102, the school accounts for this scheme as if it were a defined contribution scheme.
Bedstone Educational Ltd
Notes to the Financial Statements for the Year Ended 31 August 2024 (continued)
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2 |
Accounting policies (continued) |
Financial instruments
Recognition and measurement
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3. |
Turnover |
The analysis of the company's Turnover for the year from continuing operations is as follows:
|
31.08.24 |
31.08.23 |
|
|
Rendering of services |
|
|
The analysis of the company's Turnover for the year by market is as follows:
|
31.08.24 |
31.08.23 |
|
|
UK |
|
|
|
4. |
Other operating income |
The analysis of the company's other operating income for the year is as follows:
|
31.08.24 |
31.08.23 |
|
|
Miscellaneous other operating income |
|
|
|
5. |
Operating loss |
Arrived at after charging/(crediting)
|
31.08.24 |
31.08.23 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
6. |
Other interest receivable and similar income |
|
31.08.24 |
31.08.23 |
|
|
Other finance income |
|
|
Bedstone Educational Ltd
Notes to the Financial Statements for the Year Ended 31 August 2024 (continued)
|
7. |
Staff costs |
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
|
31.08.24 |
31.08.23 |
|
|
Administration and support |
|
|
|
Other departments |
|
|
|
|
|
|
8. |
Auditors' remuneration |
|
31.08.24 |
31.08.23 |
|
|
Audit of the financial statements |
|
|
Bedstone Educational Ltd
Notes to the Financial Statements for the Year Ended 31 August 2024 (continued)
|
9. |
Taxation |
The taxable losses available to carry forward against future trading profits are £5.2 million.
|
10. |
Intangible assets |
|
Goodwill |
Trademarks, patents and licenses |
Total |
|
|
Cost or valuation |
|||
|
At 1 September 2023 |
|
|
|
|
At 31 August 2024 |
|
|
|
|
Amortisation |
|||
|
At 1 September 2023 |
|
|
|
|
Amortisation charge |
|
- |
|
|
At 31 August 2024 |
|
|
|
|
Carrying amount |
|||
|
At 31 August 2024 |
|
- |
|
|
At 31 August 2023 |
|
- |
|
Bedstone Educational Ltd
Notes to the Financial Statements for the Year Ended 31 August 2024 (continued)
|
11. |
Tangible assets |
|
Land and buildings |
Fixtures and fittings |
Sports Facilities |
Office equipment |
|||
|
Cost or valuation |
||||||
|
At 1 September 2023 |
|
|
|
|
||
|
At 31 August 2024 |
|
|
|
|
||
|
Depreciation |
||||||
|
At 1 September 2023 |
|
|
|
|
||
|
Charge for the year |
- |
|
|
|
||
|
At 31 August 2024 |
|
|
|
|
||
|
Carrying amount |
||||||
|
At 31 August 2024 |
|
|
|
|
||
|
At 31 August 2023 |
|
|
|
( |
||
|
Motor vehicles |
Total |
|||||
|
Cost or valuation |
||||||
|
At 1 September 2023 |
|
|
||||
|
At 31 August 2024 |
|
|
||||
|
Depreciation |
||||||
|
At 1 September 2023 |
|
|
||||
|
Charge for the year |
|
|
||||
|
At 31 August 2024 |
|
|
||||
|
Carrying amount |
||||||
|
At 31 August 2024 |
|
|
||||
|
At 31 August 2023 |
|
|
||||
Bedstone Educational Ltd
Notes to the Financial Statements for the Year Ended 31 August 2024 (continued)
|
12. |
Debtors |
|
Current |
Note |
31.08.24 |
31.08.23 |
|
Trade debtors |
|
|
|
|
Amounts owed by related parties |
|
|
|
|
Other debtors |
|
|
|
|
Prepayments |
|
|
|
|
Deferred tax assets |
|
|
|
|
|
|
|
13. |
Cash and cash equivalents |
|
31.08.24 |
31.08.23 |
|
|
Cash at bank |
|
|
|
14. |
Creditors |
|
31.08.24 |
31.08.23 |
|
|
Due within one year |
||
|
Trade Creditors |
|
|
|
Social security and other taxes |
|
- |
|
Creditor - Pre-Paid College Fees |
670,243 |
562,644 |
|
Other creditors |
5,636,638 |
5,110,292 |
|
Bedstone education Holdings |
10,000 |
10,000 |
|
Charity fundraising - funds held |
- |
93 |
|
Holding deposits |
96,990 |
70,400 |
|
Accruals |
|
|
|
|
|
Bedstone Educational Ltd
Notes to the Financial Statements for the Year Ended 31 August 2024 (continued)
|
15. |
Share capital |
Allotted, called up and fully paid shares
|
31.08.24 |
31.08.23 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
14,770,000 |
|
14,770,000 |
|
16. |
Related party transactions |
Summary of transactions with all associates
Ipswich Education Limited
At the balance sheet date the company was owed £5,500,000 (2023: £5,700,000) by Ipswich Education Limited, a company under common control. Interest is accrued at 5% and the loan is repayable on demand.
Also, the company held £4,500,000 Ipswich 360 5% bonds at the balance sheet date.
Summary of transactions with other related parties