EDNS Group Limited - Limited company accounts 18.2

REGISTERED NUMBER: 10698364 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

FOR

EDNS GROUP LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Income Statement

6

Consolidated Other Comprehensive Income

7

Consolidated Balance Sheet

8

Company Balance Sheet

9

Consolidated Statement of Changes in Equity

10

Company Statement of Changes in Equity

11

Consolidated Cash Flow Statement

12

Notes to the Consolidated Cash Flow Statement

13

Notes to the Consolidated Financial Statements

14

DIRECTORS:

Mrs E M Drut

G J A Jessiman

Mrs M Keaveney-Jessiman

REGISTERED OFFICE:

Corner Of Meadowsweet Close

Grand Drive

Raynes Park

London

SW20 9NA

REGISTERED NUMBER:

10698364 (England and Wales)

AUDITORS:

Butters Gates & Company

part of Pulp Fraction Limited

(Statutory Auditor)

107 Bell Street

London

NW1 6TL

The directors present their strategic report of the company and the group for the year ended 31 March 2019.

REVIEW OF BUSINESS

The results for the year and financial position of the Group are as shown in the annexed financial statements.

The period ended 31st March 2019 saw a small decrease in gross profit margin. The Group continues to remain

profitable. The net assets of the company decreased during the year by 0.18% to £5.24m. The key financial indicators

that the directors use to monitor the performance of the business are turnover, gross profit and operating profit, details of

which are set out in 'analysis of development and performance' below.

PRINCIPAL RISKS AND UNCERTAINTIES

The Group faces a number of risks and uncertainties due to competition, maintaining the reputation and quality of

service together with satisfying the laws and regulations.

The business' principal financial instruments comprise bank balances and bank loans to the business. The main purpose

of these instruments is to finance the business' operations.

In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and

flexibility. All of the business' cash balances are held in such a way that achieves a competitive rate of interest.

Loans comprise loans from financial institutions. The interest rate and monthly repayments on the loans are fixed to the

bank's base rate. The business manages the liquidity risk by ensuring there are sufficient funds to meet the payments.

ANALYSIS OF DEVELOPMENT AND PERFORMANCE

31.03.19

31.03.18

Turnover

£8.39m

£8.19m

Gross profit margin

43.01%

45.35%

Operating profit

£954k

£1,32m

Profit before tax

£846k

£1.19m

FUTURE DEVELOPMENTS

The directors expect the 2019/20 trade and results for the nursery schools and day school to be similar.

On 1st August 2018 there was a company restructure, whereby the properties and bank loans were transferred into

holding companies.

ON BEHALF OF THE BOARD:

G J A Jessiman - Director

30 January 2020

The directors present their report with the financial statements of the company and the group for the year ended

31 March 2019.

DIVIDENDS

The total distribution of dividends for the period ended 31 March 2019 was £650,000.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2018 to the date of this report.

Mrs E M Drut

G J A Jessiman

Mrs M Keaveney-Jessiman

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group 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;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the

company and the group 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 the group and hence for taking reasonable

steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act

2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have

taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the

group's auditors are aware of that information.

AUDITORS

The auditors, Butters Gates & Company, will be proposed for re-appointment at the forthcoming Annual General

Meeting.

ON BEHALF OF THE BOARD:

G J A Jessiman - Director

30 January 2020

Opinion

We have audited the financial statements of EDNS Group Limited (the 'parent company') and its subsidiaries (the

'group') for the year ended 31 March 2019 which comprise the Consolidated Income Statement, Consolidated Other

Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in

Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated

Cash Flow Statement, 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 of the state of the group's and of the parent company affairs as at 31 March 2019 and of the group's 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 Auditors' responsibilities for the audit of the

financial statements section of our report. We are independent of the group 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

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to

you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group

Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the

Auditors thereon.

Our opinion on the financial statements does not cover the other 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 or

apparent material misstatements, 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have 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 group and the parent company and its environment obtained in the

course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the

Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you

if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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 group's and the parent 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 group or the parent company or to cease

operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

A further description of our 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 Report of the Auditors.

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 a Report of the Auditors 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.

Jonathan R Butters (Senior Statutory Auditor)

for and on behalf of Butters Gates & Company

part of Pulp Fraction Limited

(Statutory Auditor)

107 Bell Street

London

NW1 6TL

30 January 2020

TURNOVER

8,397,861

8,199,343

Cost of sales

4,785,360

4,480,847

GROSS PROFIT

3,612,501

3,718,496

Administrative expenses

2,658,582

2,396,855

OPERATING PROFIT

4

953,919

1,321,641

Interest receivable and similar income

6,527

2,802

960,446

1,324,443

Interest payable and similar expenses

5

113,847

134,084

PROFIT BEFORE TAXATION

846,599

1,190,359

Tax on profit

6

206,348

267,471

PROFIT FOR THE FINANCIAL YEAR

640,251

922,888

Profit attributable to:

Owners of the parent

640,251

922,888

PROFIT FOR THE YEAR

640,251

922,888

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

640,251

922,888

Total comprehensive income attributable to:

Owners of the parent

640,251

922,888

FIXED ASSETS

Intangible assets

9

-

41,154

Tangible assets

10

7,505,417

7,730,034

Investments

11

3

3

7,505,420

7,771,191

CURRENT ASSETS

Stocks

12

2,600

2,600

Debtors

13

1,716,706

40,426

Cash at bank and in hand

1,443,921

3,025,692

3,163,227

3,068,718

CREDITORS

Amounts falling due within one year

14

1,833,016

1,991,695

NET CURRENT ASSETS

1,330,211

1,077,023

TOTAL ASSETS LESS CURRENT LIABILITIES

8,835,631

8,848,214

CREDITORS

Amounts falling due after more than one year

15

(3,573,716

)

(3,568,108

)

PROVISIONS FOR LIABILITIES

18

(18,463

)

(26,805

)

NET ASSETS

5,243,452

5,253,301

CAPITAL AND RESERVES

Called up share capital

19

1,000

1,100

Retained earnings

20

5,242,452

5,252,201

SHAREHOLDERS' FUNDS

5,243,452

5,253,301

The financial statements were approved by the Board of Directors on 30 January 2020 and were signed on its behalf by:

G J A Jessiman - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

14,459,441

-

Investments

11

200

-

14,459,641

-

CURRENT ASSETS

Debtors

13

1,450,430

1,000

Cash at bank

84,949

-

1,535,379

1,000

CREDITORS

Amounts falling due within one year

14

387,985

-

NET CURRENT ASSETS

1,147,394

1,000

TOTAL ASSETS LESS CURRENT LIABILITIES

15,607,035

1,000

CREDITORS

Amounts falling due after more than one year

15

3,573,716

-

NET ASSETS

12,033,319

1,000

CAPITAL AND RESERVES

Called up share capital

19

1,000

1,000

Retained earnings

20

12,032,319

-

SHAREHOLDERS' FUNDS

12,033,319

1,000

Company's profit for the financial year

12,152,319

-

The financial statements were approved by the Board of Directors on 24 January 2020 and were signed on its behalf by:

G J A Jessiman - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 30 March 2017

-

4,859,313

4,859,313

Changes in equity

Issue of share capital

1,100

-

1,100

Dividends

-

(530,000

)

(530,000

)

Total comprehensive income

-

922,888

922,888

Balance at 31 March 2018

1,100

5,252,201

5,253,301

Changes in equity

Issue of share capital

(100

)

-

(100

)

Dividends

-

(650,000

)

(650,000

)

Total comprehensive income

-

640,251

640,251

Balance at 31 March 2019

1,000

5,242,452

5,243,452

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

1,000

-

1,000

Balance at 31 March 2018

1,000

-

1,000

Changes in equity

Dividends

-

(120,000

)

(120,000

)

Total comprehensive income

-

12,152,319

12,152,319

Balance at 31 March 2019

1,000

12,032,319

12,033,319

Cash flows from operating activities

Cash generated from operations

1

1,235,910

1,862,964

Interest paid

(113,847

)

(134,084

)

Tax paid

(267,471

)

(213,646

)

Net cash from operating activities

854,592

1,515,234

Cash flows from investing activities

Purchase of tangible fixed assets

(16,201

)

(2,491,354

)

Cash and cash equivalent (1 April 2017)

-

2,683,881

Interest received

6,527

2,802

Net cash from investing activities

(9,674

)

195,329

Cash flows from financing activities

New loans in year

3,858,298

2,000,000

Loan repayments in year

(3,911,803

)

(171,862

)

Amount introduced by directors

648,862

-

Amount withdrawn by directors

(2,371,946

)

16,991

Share issue

(100

)

-

Equity dividends paid

(650,000

)

(530,000

)

Net cash from financing activities

(2,426,689

)

1,315,129

(Decrease)/increase in cash and cash equivalents

(1,581,771

)

3,025,692

Cash and cash equivalents at beginning of year

2

3,025,692

-

Cash and cash equivalents at end of year

2

1,443,921

3,025,692

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

30.3.17

Year Ended

to

31.3.19

31.3.18

£

£

Profit before taxation

846,599

1,190,359

Depreciation charges

281,972

239,195

Finance costs

113,847

134,084

Finance income

(6,527

)

(2,802

)

1,235,891

1,560,836

Decrease/(increase) in trade and other debtors

24,970

(4,719

)

(Decrease)/increase in trade and other creditors

(24,951

)

306,847

Cash generated from operations

1,235,910

1,862,964

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these

Balance Sheet amounts:

Year ended 31 March 2019

31.3.19

1.4.18

£

£

Cash and cash equivalents

1,443,921

3,025,692

Period ended 31 March 2018

31.3.18

30.3.17

£

£

Cash and cash equivalents

3,025,692

-

1.	STATUTORY INFORMATION

EDNS Group Limited is a private company, limited by shares , registered in England and Wales. The company's

registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

Merger accounting has been applied on Consolidation.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates,

value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with acquisitions prior to merger is now fully amortised in the

period.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost

less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold property

-

2% on cost

Fire safety equipment

-

20% on reducing balance and 20% on cost

Fixtures and fittings

-

Straight line over 10 years

Motor vehicles

-

20% on reducing balance

Office equipment

-

20% on reducing balance

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow

moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income

Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in

equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or

substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance

sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from

those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that

have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the

timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they

will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the

lease.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme

are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was as follows:

31.03.19

31.03.18

Admin Staff

10

10

Management

4

4

Teachers and hotel staff

233

224

247

238

Period

30.3.17

Year Ended

to

31.3.19

31.3.18

£

£

Directors' remuneration

34,992

62,613

Directors' pension contributions to money purchase schemes

249

112

4.	OPERATING PROFIT

The operating profit is stated after charging:

Period

30.3.17

Year Ended

to

31.3.19

31.3.18

£

£

Other operating leases

16,428

16,489

Depreciation - owned assets

240,818

214,642

Goodwill amortisation

41,154

24,553

Audit fees

25,800

12,000

Other non- audit services

4,200

12,000