Project_BETA_Ltd - Accounts


Project BETA Ltd
Financial Statements
For the Year ended 31 August 2021
For Filing with Registrar
Company Registration No. 11267639 (England and Wales)
Project BETA Ltd
Company Information
Director
J S Varkey
Company number
11267639
Registered office
Botanic House
100 Hills Road
Cambridge
England
CB2 1PH
Auditor
Moore Kingston Smith LLP
Devonshire House
60 Goswell Road
London
EC1M 7AD
Project BETA Ltd
Contents
Page
Balance sheet
1
Notes to the financial statements
2 - 8
Project BETA Ltd
Balance Sheet
As at 31 August 2021
Page 1
2021
2020
Notes
£
£
£
£
Fixed assets
Investments
4
61,536,772
61,536,772
Current assets
Debtors
6
22,915,502
22,950,070
Creditors: amounts falling due within one year
7
(29,160,635)
(27,290,704)
Net current liabilities
(6,245,133)
(4,340,634)
Net assets
55,291,639
57,196,138
Capital and reserves
Called up share capital
8
16,179
16,179
Share premium account
64,560,941
64,560,941
Profit and loss reserves
(9,285,481)
(7,380,982)
Total equity
55,291,639
57,196,138

The director of the company has 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 26 May 2022
J S Varkey
Director
Company Registration No. 11267639
Project BETA Ltd
Notes to the Financial Statements
For the year ended 31 August 2021
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 Botanic House, 100 Hills Road, Cambridge, England, CB2 1PH.

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 £.

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

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

  • Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;

  • Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;

  • Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

  • Section 26 ‘Share based Payment’ – Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

  • Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.

 

The financial statements of the company are consolidated in the financial statements of Gems Beta Holdco Limited. These consolidated financial statements are available from its registered office.

1.2
Going concern

Atruet the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements. The assessment was made taking into account the impact of Covid-19 pandemic and the support available from its ultimate parent (see note 11) which the group that Project Beta Limited is part of has had confirmed via a letter of support.

Project BETA Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 August 2021
1
Accounting policies
(Continued)
Page 3
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
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.

Project BETA Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 August 2021
1
Accounting policies
(Continued)
Page 4
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.

1.5
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.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

The average monthly number of persons (including directors) employed by the company during the Year was:

2021
2020
Number
Number
Total
-
0
-
0
Project BETA Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 August 2021
Page 5
4
Fixed asset investments
2021
2020
£
£
Investments
61,536,772
61,536,772

 

Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 September 2020 & 31 August 2021
61,536,772
Carrying amount
At 31 August 2021
61,536,772
At 31 August 2020
61,536,772
5
Subsidiaries

Details of the company's subsidiaries at 31 August 2021 are as follows:

Project BETA Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 August 2021
5
Subsidiaries
(Continued)
Page 6
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Bellevue Education
International Ltd
England and Wales
Ordinary
100.00
-
Bellevue Education Group
Limited
England and Wales
Ordinary
0
100.00
Bellevue Education SA
Luxembourg
Ordinary
0
100.00
Norfolk House and
Montessori House Limited
England and Wales
Ordinary
0
100.00
Skippers Hill Manor School Limited
England and Wales
Ordinary
0
100.00
Edenhurst School Limited
England and Wales
Ordinary
0
100.00
Brabyns Preparatory
School Limited
England and Wales
Ordinary
0
100.00
Weston Green School
England and Wales
Ordinary
0
100.00
Gateway School Limited
England and Wales
Ordinary
0
100.00
The Montessori House
Limited
England and Wales
Ordinary
0
100.00
Elmhurst School
England and Wales
Ordinary
0
100.00
Bellevue Schools Limited
England and Wales
Ordinary
0
100.00
Sherborne House School Limited
England and Wales
Ordinary
0
100.00
Ealing College Limited
England and Wales
Ordinary
0
100.00
Wandsworth Preparatory
School Limited
England and Wales
Ordinary
0
100.00
Bruern Abbey Junior
School Limited
England and Wales
Ordinary
0
80.00
Holmwood House
Preparatory School Limited
England and Wales
Ordinary
0
100.00
Surval Gstaad GmbH
Switzerland
Ordinary
0
100.00
Surval Montreux SA
Switzerland
Ordinary
0
100.00
Spinoza Real Estate SA
Switzerland
Ordinary
0
100.00
Bruern Abbey School for
Girls Limited
England and Wales
Ordinary
0
100.00
Bellevue Schools Group
Limited
England and Wales
Ordinary
0
100.00
Bruern Abbey School
Limited
England and Wales
Ordinary
0
80.00
Chesterton Education
Limited
England and Wales
Ordinary
0
80.00
Oratory Preparatory School Limited
England and Wales
Ordinary
0
100.00
Farlington School Limited
England and Wales
Ordinary
0
100.00
Bruern Abbey Properties Limited
England and Wales
Ordinary
0
100.00
Project BETA Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 August 2021
Page 7
6
Debtors
2021
2020
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
22,832,383
22,843,753
Other debtors
83,119
106,317
22,915,502
22,950,070
7
Creditors: amounts falling due within one year
2021
2020
£
£
Loan from a related party
29,148,935
27,281,228
Accruals
11,700
9,476
29,160,635
27,290,704
Included in other creditors is £29,148,935 (2020: £27,281,228 included in accruals)  relating to other loans. The loan is repayable on demand.  The applicable interest is a combination of variable and fixed interest, where variable interest is an aggregate of margin (5%) and LIBOR.
8
Called up share capital
2021
2020
£
£
Ordinary share capital
Issued and fully paid
371,649 Class A ordinary of 2p each
7,433
7,433
28,351 Class B ordinary of 8p each
2,268
2,268
66,667 Class C ordinary of 0.1p each
67
67
9,768
9,768
Preference share capital
Issued and fully paid
64,110,453 Class C ordinary of 0.01p each
6,411
6,411
6,411
6,411
9
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.

Project BETA Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 August 2021
9
Audit report information
(Continued)
Page 8
The senior statutory auditor was Shivani Kothari and the auditor was Moore Kingston Smith LLP.
10
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.

11
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 Botanic House, 100 Hills Road, Cambridge, England, CB2 1PH.

 

The ultimate parent undertaking of GEMS Beta Holdco Limited is GEMS Menasa Holdings Limited, a company incorporated in the Cayman Islands.

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