Project_BETA_Ltd - Accounts


Project BETA Ltd
Financial Statements
For Filing with Registrar
For the Period ended 31 August 2019
Company Registration No. 11267639 (England and Wales)
Project BETA Ltd
Company Information
Director
J S Varkey
(Appointed 21 March 2018)
Company number
11267639
Registered office
2nd Floor
St Albans House
57-59 Haymarket
London
England
SW1Y 4QX
Auditor
Moore Kingston Smith LLP
4 Victoria Square
St Albans
Hertfordshire
AL1 3TF
Project BETA Ltd
Contents
Page
Balance sheet
1
Notes to the financial statements
2 - 7
Project BETA Ltd
Balance Sheet
As at 31 August 2019
Page 1
2019
Notes
£
£
Fixed assets
Investments
2
61,536,772
Current assets
Debtors
4
25,389,155
Creditors: amounts falling due within one year
5
(421,789)
Net current assets
24,967,366
Total assets less current liabilities
86,504,138
Creditors: amounts falling due after more than one year
6
(25,000,000)
Net assets
61,504,138
Capital and reserves
Called up share capital
7
16,179
Share premium account
64,560,941
Profit and loss reserves
(3,072,982)
Total equity
61,504,138

The director of the company have elected not to include a copy of the profit and loss account within the financial statements.true

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

The financial statements were approved and signed by the director and authorised for issue on 20 December 2019
J S Varkey
Director
Company Registration No. 11267639
Project BETA Ltd
Notes to the Financial Statements
For the period ended 31 August 2019
Page 2
1
Accounting policies
Company information

Project BETA Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, St Albans House, 57-59 Haymarket, London, England, SW1Y 4QX.

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 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 pound.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Reporting period

These are the first set of financial statements for the company and represents the period from 21 March 2018 to 31 August 2019. Future accounting year ends will fall on the same date.

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.4
Cash at bank and in hand

Cash at bank and in hand 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.

Project BETA Ltd
Notes to the Financial Statements (Continued)
For the period ended 31 August 2019
1
Accounting policies
(Continued)
Page 3
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.

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, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
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 are included in the profit and loss account for the period.

Project BETA Ltd
Notes to the Financial Statements (Continued)
For the period ended 31 August 2019
Page 4
2
Fixed asset investments
2019
£
Investments
61,536,772

 

Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 21 March 2018
-
Additions
61,536,772
At 31 August 2019
61,536,772
Carrying amount
At 31 August 2019
61,536,772
Project BETA Ltd
Notes to the Financial Statements (Continued)
For the period ended 31 August 2019
Page 5
3
Subsidiaries

Details of the company's subsidiaries at 31 August 2019 are as follows:

Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
Bellevue Education
International Ltd
England and
Wales
Holding company
Ordinary
100.00
Bellevue Education Group
Limited
England and  Wales
Holding company
Ordinary
100.00
Bellevue Education SA
Luxembourg
Holding company
Ordinary
100.00
Norfolk House and
Montessori House Limited
England and  Wales
Preparatory School
Ordinary
100.00
Skippers Hill Manor School Limited
England and  Wales
Preparatory School
Ordinary
100.00
Edenhurst School Limited
England and  Wales
Preparatory School
Ordinary
100.00
Brabyns Preparatory
School Limited
England and  Wales
Preparatory School
Ordinary
100.00
Weston Green School
England and  Wales
Preparatory School
Ordinary
100.00
Gateway School Limited
England and  Wales
Preparatory School
Ordinary
100.00
The Montessori House
Limited
England and  Wales
Dormant
Ordinary
100.00
Elmhurst School
England and  Wales
Preparatory School
Ordinary
100.00
Bellevue Schools Limited
England and  Wales
Preparatory School
Ordinary
100.00
Sherborne House School Limited
England and  Wales
Preparatory School
Ordinary
100.00
Ealing College Limited
England and  Wales
Indepent college
Ordinary
100.00
Wandsworth Preparatory
School Limited
England and  Wales
Preparatory School
Ordinary
100.00
Bruern Abbey Junior
School Limited
England and  Wales
Dormant
Ordinary
80.00
Holmwood House
Preparatory School Limited
England and  Wales
Preparatory School
Ordinary
100.00
Surval Gstaad GmbH
Switzerland
Dormant
Ordinary
100.00
Surval Montreux SA
Switzerland
Boarding school
Ordinary
100.00
Spinoza Real Estate SA
Switzerland
Property holding
Ordinary
100.00
Bruern Abbey School for
Girls Limited
England and  Wales
Dormant
Ordinary
100.00
Bellevue Schools Group
Limited
England and  Wales
Holding company
Ordinary
100.00
Bruern Abbey School
Limited
England and  Wales
Dormant
Ordinary
80.00
Chesterton Education
Limited
England and  Wales
Preparatory School
Ordinary
80.00
Project BETA Ltd
Notes to the Financial Statements (Continued)
For the period ended 31 August 2019
Page 6
4
Debtors
2019
Amounts falling due within one year:
£
Amounts due from group undertakings
23,484,863
Other debtors
1,904,292
25,389,155
5
Creditors: amounts falling due within one year
2019
£
Other creditors
421,789
6
Creditors: amounts falling due after more than one year
2019
£
Loans
25,000,000
The loan is repayable within 7 years from the date of the facility agreement.  The applicable interest is margin + LIBOR.  The marign varies with the level of gross leverage between 6% and 7.25% per annum.
7
Called up share capital
2019
£
Ordinary share capital
Issued and fully paid
371,649 Class A ordinary of 2p each
7,433
28,351 Class B ordinary of 8p each
2,268
66,667 Class C ordinary of 0.1p each
67
9,768
Preference share capital
Issued and fully paid
64,110,453 Class C ordinary of 0.01p each
6,411
6,411
Project BETA Ltd
Notes to the Financial Statements (Continued)
For the period ended 31 August 2019
Page 7
8
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.

The senior statutory auditor was Shivani Kothari.
The auditor was Moore Kingston Smith LLP.
9
Related party transactions

The company has taken advantage of the exemption in FRS 102 section 33.1A from the requirement to disclose transactions with group companies on the grounds that consolidated accounts are being prepared by the ultimate parent company.

10
Controlling party

The immediate parent undertaking is Project BETA Midco Limited, a company incorporated in England and Wales. GEMS Beta Holdco Limited is the smallest group for which consolidated financial statements are prepared and these financial statements are included in those consolidated financial statements. These are available from St Albans House 2nd Floor, 57-59 Haymarket, London, England, SW1Y 4QX.

 

The ultimate parent undertaking of GEMS Beta Holdco Limited is Varkey Group Limited, a company incorporated in British Virgin Islands.

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