PROFILE EDUCATION HOLDING COMPANY LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
Company Registration No. 06521921 (England and Wales)
PROFILE EDUCATION HOLDING COMPANY LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
PROFILE EDUCATION HOLDING COMPANY LIMITED
BALANCE SHEET
AS AT
30 NOVEMBER 2024
30 November 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
5
2,925,356
2,925,356
Current assets
Debtors
6
450,000
Creditors: amounts falling due within one year
7
(2,011,691)
(1,711,691)
Net current liabilities
(1,561,691)
(1,711,691)
Net assets
1,363,665
1,213,665
Capital and reserves
Called up share capital
8
31,658
39,572
Share premium account
1,112,805
1,112,805
Capital redemption reserve
7,914
Profit and loss reserves
211,288
61,288
Total equity
1,363,665
1,213,665
For the financial year ended 30 November 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The member has not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved and signed by the director and authorised for issue on 27 August 2025
Mr D A Hughes
Director
Company registration number 06521921 (England and Wales)
PROFILE EDUCATION HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 2 -
1
Accounting policies
Company information
Profile Education Holding Company Limited is a private company limited by shares incorporated in England and Wales. The registered office is 20-24 Gibraltar Row, King Edward Industrial Estate, Liverpool, L3 7HJ.
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
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
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.
1.3
Fixed asset 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.
1.4
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.
1.5
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.
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.
PROFILE EDUCATION HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 3 -
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 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
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.
1.7
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 fixed 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.
1.8
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
PROFILE EDUCATION HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 4 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is 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.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
0
0
4
Tangible fixed assets
Land and buildings
£
Cost
At 1 December 2023
Additions
1,067,306
Disposals
(1,067,306)
At 30 November 2024
Depreciation and impairment
At 1 December 2023 and 30 November 2024
Carrying amount
At 30 November 2024
At 30 November 2023
During the year, the company received a freehold property from its subsidiary, Profile Education Limited, by way of a dividend in specie. The property was recognised at its fair value of £1,067,306 based on an independent valuation.
Subsequently, the property was transferred out of the company by way of a further dividend in specie to a newly incorporated company, Profile Education Property Company Limited, which is not part of the group. This transaction formed part of a wider restructuring to facilitate the sale of the company to an Employee Ownership Trust (EOT).
The asset was derecognised during the year, and a corresponding dividend of £1,067,306 was recognised in equity. No gain or loss was recognised in the profit and loss account.
PROFILE EDUCATION HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 5 -
5
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
2,925,356
2,925,356
Fixed asset investments relate to shares in subsidiary undertakings.
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
450,000
7
Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
2,011,691
1,711,691
8
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
0
37,193
37,193
Ordinary shares 'A' of £1 each
29,755
200
29,755
200
Ordinary shares 'B' of £1 each
160
100
160
100
Ordinary shares 'C' of £1 each
80
100
80
100
Ordinary shares 'D' of £1 each
80
1,979
80
1,979
Ordinary shares 'E' of £1 each
1,583
-
1,583
-
31,658
39,572
31,658
39,572
PROFILE EDUCATION HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
8
Called up share capital
(Continued)
- 6 -
During the year, the company undertook a comprehensive restructuring of its share capital in preparation for a transition to employee ownership via an Employee Ownership Trust (EOT).
The original 39,572 ordinary shares were reclassified into ten distinct classes (Ordinary A–J), each carrying specific rights as defined in the company’s articles of association:
Following this reclassification, the company entered into a demerger agreement whereby the property asset was transferred to a newly incorporated entity, Profile Education Property Company Limited, by way of a distribution in specie. In consideration, shareholders received equivalent shares in Profile Education Property Company Limited mirroring their holdings in the Ordinary F–J classes of Profile Education Holding Company Limited.
Subsequently, the Ordinary F–J shares, totalling 7,914 shares, were cancelled by special resolution dated 28 October 2024. This cancellation constituted a reduction of capital under section 641 of the Companies Act 2006 and resulted in a corresponding credit to the capital redemption reserve.
Following the demerger, the remaining 31,658 shares (Ordinary A–E) were transferred to an Employee Ownership Trust. The trust was established to hold shares for the benefit of the company’s employees, with Profile Group (Trustee) Limited, a company limited by guarantee, acting as the sole corporate trustee.
All shares are fully paid. Except as otherwise provided in the company’s articles of association, the shares rank pari passu in respect of voting rights, dividends, and capital distributions.
9
Financial commitments, guarantees and contingent liabilities
The company is party to an unlimited composite cross guarantee with related companies dated 25th January 2018 and supported by Debentures from each company. The related companies are Lawtons Holding Company Limited, Lawtons Limited, Profile Education Limited and Liberty House Toys Limited.
10
Parent company
On 28 October 2024, the ownership of the company transferred to an Employee Ownership Trust (EOT) structure. The transaction was effected by way of a written resolution signed by the shareholders, approving the transfer of 100% of the issued share capital of Profile Education Holding Company Limited to the EOT.
The shares are legally held by Profile Group (Trustee) Limited, a company limited by guarantee, which acts as the sole corporate trustee of the EOT. The trustee holds and manages the shares on behalf of the trust beneficiaries, the employees of the company.
The change in ownership was completed prior to the year end, and the company is now wholly owned by the EOT.
PROFILE EDUCATION HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 7 -
11
Dividends paid and received
The company received a dividend in specie from Profile Education Limited during the year, comprising a freehold property valued at £1,067,306.
The company also declared and settled a dividend in specie of the same property to Profile Education Property Company Limited, a newly incorporated entity outside the group, as part of the EOT restructuring. No other dividends were paid or received during the year.
The company also received a dividend of £150,000 (2023: £30,000) from its subsidiary, Liberty House Toys Limited in the period.