Company registration number 11552579 (England and Wales)
CHATSWORTH BIDCO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
PAGES FOR FILING WITH REGISTRAR
CHATSWORTH BIDCO LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 9
CHATSWORTH BIDCO LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2024
31 August 2024
- 1 -
2024
2023
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
4
26,318
15,806
Investments
5
26,617,329
27,626,460
26,643,647
27,642,266
Current assets
Trade and other receivables falling due after more than one year
6
6,262,248
11,660,022
Trade and other receivables falling due within one year
6
3,374,419
3,022,779
Cash and cash equivalents
1,476,532
-
0
11,113,199
14,682,801
Current liabilities
7
(18,736,846)
(14,373,649)
Net current (liabilities)/assets
(7,623,647)
309,152
Total assets less current liabilities
19,020,000
27,951,418
Non-current liabilities
8
(58,801,877)
(52,994,078)
Net liabilities
(39,781,877)
(25,042,660)
Equity
Called up share capital
1
1
Retained earnings
(39,781,878)
(25,042,661)
Total equity
(39,781,877)
(25,042,660)

The notes on pages 2 to 9 form part of these financial statements.

The directors of the company have elected not to include a copy of the income statement 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 July 2025 and are signed on its behalf by:
F Knipe
Director
CHATSWORTH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
- 2 -
1
Accounting policies
Company information

Chatsworth Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is St Botolph Building, 138 Houndsditch, London, United Kingdom, EC3A 7AR.

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.

1.2
Going concern

When preparing these Financial Statements, the Directors have assessed the Company's ability to continue as a going concern.  The Directors have made their assessment based on the preparation of a long-term cash flow projection, consideration of the impact key sensitivities on the cash flow and any appropriate mitigations, regular review of management accounts and the availability of various funding sources available to the Company. true

The Directors are of the opinion that no material uncertainty exists in relation to the Company's ability to continue as a going concern for a period of 12 months from the date of approving these financial statements and therefore the accounts are prepared on a going concern basis. The company also has the support of other group companies.

1.3
Revenue

Revenue is recognised when the amount of revenue and related cost can be reliably measured, it is probable that the collectability of the related receivables is reasonably assured and when the specific criteria for each of the company’s activities are met as follows:

Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.

1.4
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Furniture
10% straight line
IT equipment and software
25% straight line
Other assets
20% straight line
WIP
No depreciation is charged until the project is completed

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

CHATSWORTH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 3 -
1.5
Non-current investments

Interests in subsidiaries 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.

1.6
Impairment of non-current assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
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 statement of financial position 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 trade and other receivables 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.

CHATSWORTH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 4 -
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 trade and other payables, 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 payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.9
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.

1.10
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 income statement, 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.

CHATSWORTH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 5 -
1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.14
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.15

Finance costs

Finance costs are expenses that are presented separately on the profit and loss account and are in relation to interest payable. These costs are recognised in profit or loss in the period in which they are incurred.

2
Judgements and key sources of estimation uncertainty

The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities in the next financial year are detailed below.

 

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

 

Useful economic life of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimates of useful economic lives and residual values of assets. The useful economic lives are reviewed annually and amended where necessary.

 

Impairment of debtors

The Company makes an estimate of the recoverable value of trade and other debtors. When assessing

impairment of trade and other debtors, management considers factors including the ageing profile of debtors, relationship with the debtors and historical experience.

CHATSWORTH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 6 -
3
Employees

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

2024
2023
Number
Number
Total
17
17
4
Property, plant and equipment
Furniture
IT equipment and software
Other assets
WIP
Total
£
£
£
£
£
Cost
At 1 September 2023
1,509
43,465
1,857
-
0
46,831
Additions
-
0
15,595
-
0
3,000
18,595
At 31 August 2024
1,509
59,060
1,857
3,000
65,426
Depreciation and impairment
At 1 September 2023
697
30,119
209
-
0
31,025
Depreciation charged in the year
150
7,562
371
-
0
8,083
At 31 August 2024
847
37,681
580
-
0
39,108
Carrying amount
At 31 August 2024
662
21,379
1,277
3,000
26,318
At 31 August 2023
812
13,346
1,648
-
0
15,806
5
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
26,617,329
27,626,460
CHATSWORTH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
5
Fixed asset investments
(Continued)
- 7 -
Movements in non-current investments
Shares in subsidiaries
£
Cost or valuation
At 1 September 2023 & 31 August 2024
27,626,460
Impairment
At 1 September 2023
-
Impairment losses
1,009,131
At 31 August 2024
1,009,131
Carrying amount
At 31 August 2024
26,617,329
At 31 August 2023
27,626,460
6
Trade and other receivables
2024
2023
Amounts falling due within one year:
£
£
Trade receivables
-
0
600
Amounts owed by group undertakings
3,208,119
2,885,869
Other receivables
166,300
136,310
3,374,419
3,022,779
2024
2023
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
6,262,248
11,660,022
Total debtors
9,636,667
14,682,801
CHATSWORTH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 8 -
7
Current liabilities
2024
2023
£
£
Bank loans and overdrafts
7,260
423,728
Trade payables
444,013
98,046
Amounts owed to group undertakings
17,941,627
13,294,455
Taxation and social security
77,352
44,384
Other payables
266,594
513,036
18,736,846
14,373,649
8
Non-current liabilities
2024
2023
£
£
Bank loans and overdrafts
14,913,800
13,812,226
Amounts owed to group undertakings
43,888,077
39,181,852
58,801,877
52,994,078

Legal charges were created on 25 October 2019 and 30 November 2022 by Investec Bank PLC by means of fixed and floating charges over all the property and undertakings of the company. These charges were satisfied on 6 January 2025.

 

9
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:
James Reilly ACCA
Statutory Auditor:
Azets Audit Services
10
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2024
2023
£
£
41,600
95,709
CHATSWORTH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 9 -
11
Events after the reporting date

On 31 December 2024 the group completed on the sale of Hall School Wimbledon Limited (formerly Chatsworth Schools (HSW) Limited), Pattison College Limited (formerly Chatsworth Schools (Pattison College) Limited), Beech Hall School Ltd, Beech Hall Schools (UK) Limited and Blenheim Schools Limited.

 

At the end of the summer term 2025 the group has decided to close Chatsworth Schools (Village Prep) Limited and Chatsworth Schools (Highfield Preparatory) Ltd.

 

VAT has been introduced on independent school fees for periods from 1 January 2025.  The group has VAT registered the relevant entities impacted by this as well as Chatsworth Bidco Limited.  Under VAT legislation there is ability to recover input VAT for periods prior to VAT registration which has not been reflected in these accounts.

12
Parent company

The parent company of Chatsworth Bidco Limited is Chatsworth Midco Limited and the ultimate parent is Synova Capital Fund III LP. The registered office address of the ultimate parent is 55 Wells Street, London, W1T 3PT.

 

Consolidated group accounts are prepared by Chatsworth Topco Limited and are available upon request from the company at St Botolph Building, 138 Houndsditch, London, United Kingdom, EC3A 7AR.

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