The directors present their report and the audited Annual Report and Financial Statements of BES PPP Limited ("the Company") for the year ending 31 December 2024.

The principal activity of the Company is that of an investment holding company.

The results for the year are set out on page 7. These show a profit for the financial year, after taxation of £2,597,408 (2023: profit of £2,638,772).

The net assets at 31 December 2024 were £6,766,790 (2023: £6,904,230).

The profit for the financial year will be transferred to reserves.

The directors are satisfied with the overall performance of the Company and do not foresee any significant change in the Company's activities in the coming financial year.

Dividends of £2,734,848 (2023: £6,447,961) were paid during the year. The directors do not recommend payment of a final dividend.

Key performance indicators

In its role as a holding company there are no key performance indicators for the directors to monitor. However, the performance of the underlying investments are assessed regularly, a process which includes the monitoring of distributions against modelled expectations. This exercise indicates that the investments have been performing well and in line with expectations.

Going concern

These financial statements have been prepared on the going concern basis for the reasons set out in the Accounting Policies.

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

The Company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

The directors intend for the business to continue to hold its equity investments in all of its subsidiaries and joint ventures.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law).

Under company law, 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 the financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• state whether applicable United Kingdom Accounting Standards, comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements;

• make judgements and accounting estimates that are reasonable and prudent; and

• 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 safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are also 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.

The independent auditors, Grant Thornton (NI) LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

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 auditors are unaware. Additionally, the director has taken all the necessary steps that he ought to have taken as a director in order to make themself aware of all relevant audit information and to establish that the Company’s auditors are aware of that information.

There are no post balance sheet events needing disclosure.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies within part 15 of the 2006 Companies Act.

We have audited the financial statements of BES PPP Limited, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity for the financial year ended 31 December 2024, and the related 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 in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 December 2024 and of its financial performance for the financial year then ended; 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 'Responsibilities of the auditor 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 United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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 the date 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

Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the 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 in the financial statements, 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.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements, and

• the Directors' report has been prepared in accordance with applicable legal requirements.

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:

• 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 remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit; or

• the directors were not entitled to take advantage of the small companies' exemptions from the requirement to prepare a strategic report or in preparing the Directors' report.

Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 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, management is 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

The objectives of an auditor 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 their 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 an auditor's 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Data Privacy laws, Environmental Regulations and Health and Safety laws, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006 and applicable tax laws. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulation.

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.

In response to these principal risks, our audit procedures included but were not limited to:

• inquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;

• inspection of the Company’s regulatory and legal correspondence and review of minutes of the board of directors meetings during the year to corroborate inquiries made;

• gaining an understanding of the internal controls established to mitigate risk related to fraud;

• discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;

• identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;

• designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;

• challenging assumptions and judgements made by management in their significant accounting estimates, including estimating the allowance for the impairment of debtors; and

• review of the financial statement disclosures to underlying supporting documentation and inquiries of management.

The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.

The purpose of our audit work and to whom we owe our responsibilities

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.

All the activities of the Company are from continuing operations.

The notes on pages 11 to 20 form part of these financial statements.

The notes on pages 11 to 20 form part of these financial statements.

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

The notes on pages 11 to 20 form part of these financial statements.

BES PPP Limited ("the Company") is a private company limited by shares and is incorporated in Northern Ireland. The address of its registered office is The Soloist Building, 1 Lanyon Place, Belfast, Northern Ireland BT1 3LP.

Principal activities

The principal activity of the Company is that of an investing holding company.

Statement of Compliance

The individual financial statements of BES PPP Limited have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland ("FRS 102") and the Companies Act 2006 as applicable to companies subject to the small companies regime.

These financial statements are prepared on a going concern basis, under the historical cost convention.

The financial statements are prepared in sterling, which is the functional currency of the Company.

The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed further in the accounting policies.

The accounting policies stated below have been consistently applied to the years presented, unless otherwise stated.

The directors are satisfied that the Company has adequate resources to continue to operate for the foreseeable future. In forming this position the directors have considered the net assets, net current assets and the liquidity of the trueCompany at 31 December 2024.

In forming this opinion, the directors have taken into account the current and forecast performance of the Company and its underlying investments which indicate that adequate cash flows will be generated to meet the Company’s ongoing obligations. When performing this assessment the directors have considered the impact of the current economic environment on the performance of the Company and its underlying investments both in the short and long term and have concluded that the Company has adequate resources to continue trading for at least 12 months from the date of approval of the Annual Report and the Financial Statements.

For this reason, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Disclosure exemptions

The Company is wholly owned by Froghall Project Investments Limited and has taken advantage of the exemption in section 33 of FRS 102 'Related Party Disclosures', that allows it not to disclose transactions within a wholly owned group.

The Company has taken advantage of the exemption at FRS 102 Section 7 'Statement of Cash Flow' part 1B, which states that a small company is not required to prepare a cash flow statement.

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

A review of indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

Any impairment losses or reversals of impairment losses are recognised immediately in the statement of comprehensive income.

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 where significant.

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 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, which include debtors, are initially measured at the transaction price including transaction costs and are subsequently carried at amortised cost, 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.

Debt instruments are subsequently measured at amortised cost.

Other financial instruments are subsequently measured at fair value, with any changes recognised in the statement of comprehensive income, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in the statement of comprehensive income immediately.

For all equity instruments regardless of significance and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.

Any reversals of impairments are recognised in the statement of comprehensive income immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised. 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 entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, these financial instruments are classed as financial liabilities. Financial liabilities are present as such in the statement of comprehensive income. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability, then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

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.

The tax expense represents the sum of the tax currently payable and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case tax is also recognised in other comprehensive income or directly in equity respectively.

Current or deferred taxation assets and liabilities are not discounted.

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

Income recognition

Dividend income from investments is recognised when the shareholder's right to receive payment has been established.

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.

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.

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

The carrying value of those assets recorded in the Company's statement of financial position, at amortised cost less any impairment losses, could be materially reduced where circumstances exist which might indicate that an asset has been impaired and an impairment review is performed. Impairment reviews consider the fair value and/or value in use of the potentially impaired asset or assets and compare that with the carrying value of the asset or assets in the statement of financial position. Any reduction in value arising from such a review would be recorded in the statement of comprehensive income. Impairment reviews involve the significant use of assumptions. Consideration has to be given as to the price that could be obtained for the asset or assets, or in relation to a consideration of value in use, estimates of the future cash flows that could be generated by the potentially impaired asset or assets, together with a consideration of an appropriate discount rate to apply to these cash flows.

The Company had no employees during the financial year (2023: nil).

The directors are not employed by the Company and did not receive any remuneration from the Company during the year (2023: £nil).

The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25.00% (2023 - 23.52%). The differences are explained below.

A change to the future UK corporation tax rate was announced in the March 2021 Budget. The rate increased from 19.00% to 25.00% effective 1 April 2023, with the rate of 25% used for the year to 31 December 2024 (2023: blended rate of 23.52%).

In the year to 31 December 2023, the Company acquired a further 33.34% in Belfast Educational Services (Holdings) Limited for £625,000, being an increase in ownership from 33.33% to 66.67%.

Details of the Company's subsidiaries at 31 December 2024 and 2023 are as follows:

Details of the Company's joint ventures at 31 December 2024 and 2023 are as follows:

The Company issued £625,000 ordinary £1 shares on 22 November 2023.

There is a single class of ordinary share. There are no restrictions on the distribution of dividends and the repayment of capital.

Retained earnings records retained earnings and accumulated losses.

On 10 August 2016, the Company made a loan to Belfast Educational Services Limited for £312,856. The loan earns interest at 15% and is fully repayable in February 2026. £46,929 (2023: £62,571) of interest was received during the year to 31 December 2024. The coupon on the loan accrues daily and it payable on 24 February and 24 August each year. The balance outstanding at 31 December 2024 is £312,856 (2023: £312,856). In addition, the Company received dividend income in the year of £266,667 (2023: £325,000) from Belfast Educational Services Limited.

On 25 March 2015, the Company made a loan to Belfast Educational Services (Omagh) Limited for £1,004,352. The loan earns interest at 10% and is fully repayable in February 2036. £90,225 (2023: £134,535) of interest was received during the year to 31 December 2024. The coupon on the loan accrues daily and it payable on 7 February and 7 August each year. The balance outstanding at 31 December 2024 is £920,860 (2023: £977,619). In addition, the Company received dividend income in the year of £277,596 (2023: £250,000) from Belfast Educational Services (Omagh) Limited.

On 25 March 2015, the Company made a loan to Belfast Educational Services (Dungannon) Limited for £951,973. The loan earns interest at 9.5% and is fully repayable in October 2036. £90,702 (2023: £118,415) of interest was received during the year to 31 December 2024. The coupon on the loan accrues daily and it payable on 7 April and 7 October each year. The balance outstanding at 31 December 2024 is £880,474 (2023: £929,128). In addition, the Company received dividend income in the year of £227,363 (2023: £175,000) from Belfast Educational Services (Dungannon) Limited.

On 25 March 2015, the Company made a loan to Belfast Educational Services (Strabane) Limited for £1,393,476. The loan earns interest at 11.6% and is fully repayable in July 2033. £110,788 (2023: £166,708) of interest was received during the year to 31 December 2024. The coupon on the loan accrues daily and it payable on 31 March and 30 September each year. The balance outstanding at 31 December 2024 is £933,173 (2023: £963,457). In addition, the Company received dividend income in the year of £319,536 (2023: £225,000) from Belfast Educational Services (Strabane) Limited.

On 25 March 2015, the Company made a loan to Belfast Educational Services (Derry) Limited for £1,876,147. The loan earns interest at 12.35% and is fully repayable in March 2036. £187,606 (2023: £241,478) of interest was received during the year to 31 December 2024. The coupon on the loan accrues daily and it payable on 31 March and 30 September each year. The balance outstanding at 31 December 2024 is £1,502,744 (2023: £1,538,499). In addition, the Company received dividend income in the year of £271,709 (2023: £275,000) from Belfast Educational Services (Derry) Limited.

On 25 March 2015, the Company made a loan to Belfast Educational Services (Down & Connor) Limited for £1,590,282. The loan earns interest at 12.05% and is fully repayable in May 2035. £108,191 (2023: £142,479) of interest was received during the year to 31 December 2024. The coupon on the loan accrues daily and it payable on 31 March and 30 September each year. The balance outstanding at 31 December 2024 is £877,961 (2023: £920,868). In addition, the Company received dividend income in the year of £332,506 (2023: £384,500) from Belfast Educational Services (Down & Connor) Limited.

On 25 March 2015, the Company made a loan to Belfast Educational Services (Downpatrick) Limited for £664,138. The loan earns interest at 12.15% and is fully repayable in March 2036. £48,234 (2023: £64,310) of interest was received during the year to 31 December 2024. The coupon on the loan accrues daily and it payable on 31 March and 30 September each year. The balance outstanding at 31 December 2024 is £387,786 (2023: £408,454). In addition, the Company received dividend income in the year of £235,668 (2023: £180,000) from Belfast Educational Services (Downpatrick) Limited.

The immediate parent undertaking is Froghall Project Investments Limited. Copies of Froghall Project Investments Limited financial statements can be obtained from the Company Secretary at 1 Park Row, Leeds, England, United Kingdom LS1 5AB.

There is ultimate controlling party of BES PPP Limited.