Project Beta Topco Limited
Financial Statements
For the year ended 31 August 2024
PAGES FOR FILING WITH REGISTRAR
Company registration number 11477174 (England and Wales)
Project Beta Topco Limited
Contents
Page
Balance sheet
1
Notes to the financial statements
2 - 8
Project Beta Topco Limited
Balance Sheet
As at 31 August 2024
31 August 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
6
64,577,120
64,577,120
Current assets
Debtors
8
31,200,420
26,071,584
Creditors: amounts falling due within one year
9
(59,741)
(50,341)
Net current assets
31,140,679
26,021,243
Total assets less current liabilities
95,717,799
90,598,363
Creditors: amounts falling due after more than one year
10
(95,310,873)
(90,182,037)
Net assets
406,926
416,326
Capital and reserves
Called up share capital
11
9,768
9,768
Share premium account
456,899
456,899
Profit and loss reserves
(59,741)
(50,341)
Total equity
406,926
416,326
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered 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 28 May 2025 and are signed on its behalf by:
Mark Malley
Director
Company Registration No. 11477174
Project Beta Topco Limited
Notes To The Financial Statements
For the year ended 31 August 2024
- 2 -
1
Accounting policies
Company information
Project Beta Topco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Narrow Quay House, Narrow Quay, Bristol, England, BS1 4QA.
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.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Gems Beta Holdco Limited. These consolidated financial statements are available from its registered office, is Narrow Quay House, Narrow Quay, Bristol, England, BS1 4QA.
1.2
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for at least 12 months from the date the accounts have been signed. The intermediate parent company, GEMS Beta Holdco Limited, has signed a letter of support confirming it will continue to provide financial support as required. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true
Project Beta Topco Limited
Notes To The Financial Statements (Continued)
For the year ended 31 August 2024
1
Accounting policies
(Continued)
- 3 -
1.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.4
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.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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.
Project Beta Topco Limited
Notes To The Financial Statements (Continued)
For the year ended 31 August 2024
1
Accounting policies
(Continued)
- 4 -
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.
1.5
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.6
Redeemable preference shares
Preference shares, which are mandatorily redeemable on a specific date, are classified as liabilities. The dividends on these preference shares are taken to the income statement as finance expense.
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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Value of Investment
The Directors have made a judgement as to whether the investment held by the entity requires impairment. At the balance sheet date, they have judged that no significant indicators exist that would require an impairment to be made to the investment.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was Nil (2023: Nil).
Project Beta Topco Limited
Notes To The Financial Statements (Continued)
For the year ended 31 August 2024
- 5 -
4
Interest receivable and similar income
2024
2023
£
£
Interest receivable and similar income includes the following:
Income from shares in group undertakings
5,128,836
5,128,836
5
Dividends
On 31 July 2018, the Company issued 64.1 million cumulative redeemable preference shares at an issue price of £1 per share. The shares are mandatorily redeemable at their issue price on a specific date as provided in the articles of association of the Company. The shares pay fixed cumulative preferential dividend at the annual rate of 8% of the issue price per share equivalent to £5,128,836. Preference dividends in arrears total £31,200,420 (2023 - £26,071,584) (see note 10).
6
Fixed asset investments
2024
2023
£
£
Investments
64,577,120
64,577,120
7
Subsidiaries
Details of the company's subsidiaries at 31 August 2024 are as follows:
Project Beta Topco Limited
Notes To The Financial Statements (Continued)
For the year ended 31 August 2024
7
Subsidiaries
(Continued)
- 6 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Project BETA Midco
Limited
England and
Wales
Ordinary
100.00
-
Project BETA Ltd
England and
Wales
Ordinary
0
100.00
Bellevue Education
International Ltd
England and
Wales
Ordinary
0
100.00
Bellevue Education Group
Limited
England and
Wales
Ordinary
0
100.00
Bellevue Education SA
Luxembourg
Ordinary
0
100.00
Norfolk House and
Montessori House Limited
England and
Wales
Ordinary
0
100.00
Skippers Hill Manor School
Limited
England and
Wales
Ordinary
0
100.00
Edenhurst School Limited
England and
Wales
Ordinary
0
100.00
Brabyns Preparatory
School Limited
England and
Wales
Ordinary
0
100.00
Weston Green School Limited
England and
Wales
Ordinary
0
100.00
The Montessori House
Limited
England and
Wales
Ordinary
0
100.00
Elmhurst School Limited
England and
Wales
Ordinary
0
100.00
Bellevue Schools Limited
England and
Wales
Ordinary
0
100.00
Sherborne House School
Limited
England and
Wales
Ordinary
0
100.00
Ealing College Limited
England and
Wales
Ordinary
0
100.00
Wandsworth Preparatory
School Limited
England and
Wales
Ordinary
0
100.00
Bruern Abbey Junior
School Limited
England and
Wales
Ordinary
0
80.00
Holmwood House
Preparatory School
Limited
England and
Wales
Ordinary
0
100.00
Surval Gstaad GmbH
Switzerland
Ordinary
0
100.00
Surval Montreux SA
Switzerland
Ordinary
0
100.00
Spinoza Real Estate SA
Switzerland
Ordinary
0
100.00
Bruern Abbey School for
Girls Limited
England and
Wales
Ordinary
0
100.00
Bellevue Schools Group
Limited
England and
Wales
Ordinary
0
100.00
Bruern Abbey School
Limited
England and
Wales
Ordinary
0
80.00
Chesterton Education
Limited
England and
Wales
Ordinary
0
80.00
Farlington School Limited
England and
Wales
Ordinary
0
100.00
Oratory Preparatory School
Limited
England and
Wales
Ordinary
0
100.00
Bruern Abbey Properties Limited
England and
Wales
Ordinary
0
100.00
Gateway School Limited
England and
Wales
Ordinary
0
100.00
Project Beta Topco Limited
Notes To The Financial Statements (Continued)
For the year ended 31 August 2024
7
Subsidiaries
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
(Continued)
- 7 -
Bruern Abbey Senior School Limited
England and Wales
Ordinary
0
80.00
8
Debtors
2024
2023
Amounts falling due within one year:
£
£
Preference dividends receivable
31,200,420
26,071,584
9
Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
54,541
41,281
Other creditors
5,200
9,060
59,741
50,341
10
Creditors: amounts falling due after more than one year
2024
2023
£
£
Redeemable preference shares
64,110,453
64,110,453
Preference dividends payable
31,200,420
26,071,584
95,310,873
90,182,037
Refer to note 5 for details of preference shares and dividends.
11
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Class A ordinary shares of 2p each
371,650
371,650
7,433
7,433
Class B ordinary shares of 8p each
28,350
28,350
2,268
2,268
Class C ordinary shares of 0.1p each
67,000
67,000
67
67
467,000
467,000
9,768
9,768
12
Related party transactions
Project Beta Topco Limited
Notes To The Financial Statements (Continued)
For the year ended 31 August 2024
12
Related party transactions
(Continued)
- 8 -
The company has taken advantage of the exemption in Financial Reporting Standard Number 102 section 33.1A from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company.
13
Parent company
The immediate parent undertaking of Project Beta Topco Limited is GEMS Beta Holdco Limited, a company incorporated in England and Wales. GEMS Beta Holdco Limited is the smallest group for which consolidated financial statements are prepared and these financial statements are included in those consolidated financial statements. These are available from Narrow Quay, Bristol, England, BS1 4QA.
The ultimate parent undertaking is Varkey Group Limited, a company incorporated in British Virgin Islands whose registered address is Road Town, Virgin Islands,VG1110.
14
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Shivani Kothari
Statutory Auditor:
Moore Kingston Smith LLP
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