Company registration number NI042770 (Northern Ireland)
BELFAST EDUCATIONAL SERVICES (OMAGH) HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 7 OCTOBER 2025
BELFAST EDUCATIONAL SERVICES (OMAGH) HOLDINGS LIMITED
COMPANY INFORMATION
Directors
PK Johnstone
PR Hepburn
Secretary
Resolis Limited
Company number
NI042770
Registered office
The Soloist Building
1 Lanyon Place
Belfast
BT1 3LP
Auditor
Ernst & Young LLP
Bedford House
16 Bedford Street
Belfast
BT2 7DT
BELFAST EDUCATIONAL SERVICES (OMAGH) HOLDINGS LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 6
Profit and loss account
7
Balance sheet
9
Statement of changes in equity
8
Notes to the financial statements
10 - 12
BELFAST EDUCATIONAL SERVICES (OMAGH) HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 7 OCTOBER 2025
- 1 -

The directors present their annual report and financial statements for the year ended 7 October 2025.

Principal activities

The principal activity of the company continued to be that of a Holding company.

Directors

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

PK Johnstone
PR Hepburn
Auditor

The auditor, Ernst & Young LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Statement of directors' responsibilities

The directors are responsible 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:

- select suitable accounting policies and then apply them consistently;

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

- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

- provide additional disclosures when compliance with the specific requirements in FRS 102 is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the company financial position and financial performance;

- in respect of the financial statements, state whether FRS 102 has been followed, subject to any material departures disclosed and explained in the financial statements; 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 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.

Under applicable law and regulations, the directors are also responsible for preparing a Directors’ report, that complies with that law and those regulations.

Statement of disclosure to auditor

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 auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

BELFAST EDUCATIONAL SERVICES (OMAGH) HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 7 OCTOBER 2025
- 2 -
Going concern

The company is a holding company and therefore the going concern assessment is carried out along side its subsidiary trading company.

The directors have considered the appropriateness of preparing the financial statements on a going concern basis.

The directors maintain a long-term financial model over the duration of the bank facility which demonstrates the company can service the debt requirements and meet the minimum financial ratios in the short to long term. In particular the company is expected to continue to be cash generative and meet its obligations as they fall due for at least 12 months from date of signing Financial statements. Consequently, the directors continue to adopt the going concern basis of accounting in preparing the company’s annual financial statements.

Small companies exemption

This report has been prepared in accordance with the special provisions applicable to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

On behalf of the board
PR Hepburn
Director
12 March 2026
BELFAST EDUCATIONAL SERVICES (OMAGH) HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BELFAST EDUCATIONAL SERVICES (OMAGH) HOLDINGS LIMITED
- 3 -
Opinion

We have audited the financial statements of Belfast Educational Services (Omagh) Holdings Limited (the 'company') for the year ended year ended 7 October 2025, which comprise the Profit and loss account, the Statement of changes in equity and the Balance sheet and the related notes 1 to 6 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 7 October 2025 and of its profit 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's 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 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 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.

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 course of 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 this gives rise toa material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

BELFAST EDUCATIONAL SERVICES (OMAGH) HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BELFAST EDUCATIONAL SERVICES (OMAGH) HOLDINGS LIMITED
- 4 -

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the directors' r eport 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.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the directors' r eport.

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 directors' 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 prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the Directors’ responsibilities statement, set out on page 1, 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.

BELFAST EDUCATIONAL SERVICES (OMAGH) HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BELFAST EDUCATIONAL SERVICES (OMAGH) HOLDINGS LIMITED
- 5 -
Auditor's 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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (FRS 102 and Companies Act 2006) and the relevant direct and indirect tax compliance regulation in the United Kingdom.

- We understood how the company is complying with those frameworks by making inquiries of management to understand how the company maintains and communicates its policies and procedures in these areas. We corroborated our enquires through reading board minutes and correspondence with relevant authorities.

- We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by considering the risk of management override of controls.

- Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations, including engaging with internal legal specialist as required. Our procedures involved testing journals identified by specific risk criteria. We read the minutes of Directors’ meetings to identify any non-compliance with laws and regulations. We also made enquiries with the Directors and of management of the Company regarding compliance with laws and regulations.

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.

BELFAST EDUCATIONAL SERVICES (OMAGH) HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BELFAST EDUCATIONAL SERVICES (OMAGH) HOLDINGS LIMITED
- 6 -

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.

Mark Lawther
(Senior Statutory Auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
Belfast
13 March 2026
BELFAST EDUCATIONAL SERVICES (OMAGH) HOLDINGS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 7 OCTOBER 2025
- 7 -
2025
2024
Notes
£
£
Interest receivable and similar income
3
405,859
1,055,191
Profit before taxation
405,859
1,055,191
Tax on profit
-
0
-
0
Profit for the financial year
405,859
1,055,191

The profit and loss account has been prepared on the basis that all operations are continuing operations.

BELFAST EDUCATIONAL SERVICES (OMAGH) HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 7 OCTOBER 2025
- 8 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 8 October 2023
25,000
-
0
25,000
Year ended 7 October 2024:
Profit and total comprehensive income
-
1,055,191
1,055,191
Dividends
-
(1,055,191)
(1,055,191)
Balance at 7 October 2024
25,000
-
0
25,000
Year ended 7 October 2025:
Profit and total comprehensive income
-
405,859
405,859
Dividends
-
(405,859)
(405,859)
Balance at 7 October 2025
25,000
-
0
25,000
BELFAST EDUCATIONAL SERVICES (OMAGH) HOLDINGS LIMITED
BALANCE SHEET
AS AT
7 OCTOBER 2025
07 October 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
4
25,000
25,000
Capital and reserves
Called up share capital
5
25,000
25,000

These financial statements have been prepared 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 13 March 2026 and are signed on its behalf by:
PR Hepburn
Director
Company registration number NI042770 (Northern Ireland)
BELFAST EDUCATIONAL SERVICES (OMAGH) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 7 OCTOBER 2025
- 10 -
1
Accounting policies
Company information

Belfast Educational Services (Omagh) Holdings Limited is a private company limited by shares incorporated in Northern Ireland. The registered office is The Soloist Building, 1 Lanyon Place, Belfast, BT1 3LP.

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 a mounts 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.

The company has not presented group financial statements because it has taken advantage of the exemption available to small sized groups available under the Companies Act 2006. The company’s financial statements present information about it as an individual undertaking and not about its group.

1.2
Going concern

Cash flow forecasts are prepared for the underlying investment looking over the expected life of the asset andso including the 12 month period from the date the financial statements are signed. In drawing up theseforecasts, the directors have made assumptions based upon their view of the current and future economicconditions that will prevail over the forecast period. The Company's cash flows are dependent on theperformance of its investment. After reviewing the performance of the investment, which is done on a regularbasis, the directors have a reasonable expectation that the Company has adequate resources to continue inoperational existence for the foreseeable future. In light of this, the directors continue to adopt the goingconcern basis of accounting in preparing for the Company's annual financial statements.true

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.

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.

BELFAST EDUCATIONAL SERVICES (OMAGH) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 7 OCTOBER 2025
1
Accounting policies
(Continued)
- 11 -
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, including creditors, 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 paymen ts 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. A m ounts 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
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 profit and loss account 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.

BELFAST EDUCATIONAL SERVICES (OMAGH) HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 7 OCTOBER 2025
1
Accounting policies
(Continued)
- 12 -
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 profit and loss account, 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.

2
Employees

The average number of employees of the Company was nil (202 4: nil).

3
Interest receivable and similar income
2025
2024
£
£
Interest receivable and similar income includes the following:
Income from shares in group undertakings
405,859
1,055,191
4
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
25,000
25,000
5
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
25,000
25,000
25,000
25,000
6
Parent company

The immediate parent company is jointly BES PPP Limited and Browning PFI Holdings Limited. Copies of the financial statements may be obtained from the Registrar of Companies, 32-38 Linenhall Street, Belfast.

The company's accounts are not incorporated into consolidated accounts of any other entity.

There is no ultimate controlling party.

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