Rushcliffe Specialist Schools Limited - Limited company accounts 20.1

REGISTERED NUMBER: 07005286 (England and Wales)

Strategic Report,

Report of the Director and

Financial Statements

for the Year Ended 30 November 2020

for

Rushcliffe Specialist Schools Limited

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Income Statement

6

Other Comprehensive Income

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTOR:

S Rai

SECRETARIES:

D Kaplan

Ms S L Wilkinson

Mrs K A Noon

REGISTERED OFFICE:

3rd Floor

Butt Dyke House

33 Park Row

Nottingham

NG1 6EE

REGISTERED NUMBER:

07005286 (England and Wales)

AUDITORS:

HSKS Greenhalgh

Chartered Accountants &

Statutory Auditor

3rd Floor

Butt Dyke House

33 Park Row

Nottingham

NG1 6EE

The director presents his strategic report for the year ended 30 November 2020.

REVIEW OF BUSINESS

During the period ended 30 November 2020 the company remained a holding company of Rushcliffe Specialist Schools (Mickleover) Limited. The company does not trade.

PRINCIPAL RISKS AND UNCERTAINTIES

With the company not trading directly it is relying on the trading performance of subsidiary Rushcliffe Specialist Schools (Mickleover) Limited and the parent Rushcliffe Care Limited to generate sufficient profits and cash to fund its overheads. The trading results of these companies are comfortably sufficient to cover these small amounts.

During the year under review, the Covid-19 pandemic continued to be a significant emerging risk to the global economy. The director continues to monitor the impact on the business on an ongoing basis. At the time of approving these financial statements, the director does not consider Covid-19 to impact the company's ability to continue as a going concern and considers the balance sheet to be appropriately valued.

DEVELOPMENT AND PERFORMANCE OF THE COMPANY

With this business not carrying on a trade the measurement of performance can only be based on running costs of the company.

Expenses are in line with the 2019 accounts with minimal variance.

FINANCIAL KEY PERFORMANCE INDICATORS

No key performance indicators are maintained as this is a holding company only.

NON FINANCIAL KEY PERFORMANCE INDICATORS

There are no non financial key performance indicators maintained as this is a holding company only.

ON BEHALF OF THE BOARD:

S Rai - Director

30 November 2021

The director presents his report with the financial statements of the company for the year ended 30 November 2020.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company managing its subsidiary.

DIVIDENDS

No dividends will be distributed for the year ended 30 November 2020.

DIRECTOR

S Rai held office during the whole of the period from 1 December 2019 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, 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 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;

-

state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-

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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

S Rai - Director

30 November 2021

Opinion

We have audited the financial statements of Rushcliffe Specialist Schools Limited (the 'company') for the year ended 30 November 2020 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and 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 company's affairs as at 30 November 2020 and of its loss 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 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.

Material uncertainty related to going concern

We draw attention to note 2 in the financial statements concerning the company's ability to continue as a going concern, given that the parent company's agreed banking facilities have yet to be formally put in place. As stated in note 2, these events or conditions, along with other matters set forth in note 2, indicate that a material uncertainty exists that may cast doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, 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 Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Director 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Director.

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, 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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director 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 the director either intends to liquidate the company or to cease operations, or has 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.

Philip Handley FCA (Senior Statutory Auditor)

for and on behalf of HSKS Greenhalgh

Chartered Accountants &

Statutory Auditor

3rd Floor

Butt Dyke House

33 Park Row

Nottingham

NG1 6EE

30 November 2021

TURNOVER

-

-

Administrative expenses

(6,570

)

(6,929

)

OPERATING LOSS and

LOSS BEFORE TAXATION

(6,570

)

(6,929

)

Tax on loss

5

-

-

LOSS FOR THE FINANCIAL YEAR

(6,570

)

(6,929

)

LOSS FOR THE YEAR

(6,570

)

(6,929

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(6,570

)

(6,929

)

FIXED ASSETS

Investments

6

1,997,565

1,997,565

CURRENT ASSETS

Debtors

7

8,007,360

8,666,690

CREDITORS

Amounts falling due within one year

8

10,165,080

10,817,840

NET CURRENT LIABILITIES

(2,157,720

)

(2,151,150

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(160,155

)

(153,585

)

CAPITAL AND RESERVES

Called up share capital

10

1

1

Retained earnings

11

(160,156

)

(153,586

)

SHAREHOLDERS' FUNDS

(160,155

)

(153,585

)

The financial statements were approved by the director and authorised for issue on 30 November 2021 and were signed by:

S Rai - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 December 2018

1

(146,657

)

(146,656

)

Changes in equity

Total comprehensive income

-

(6,929

)

(6,929

)

Balance at 30 November 2019

1

(153,586

)

(153,585

)

Changes in equity

Total comprehensive income

-

(6,570

)

(6,570

)

Balance at 30 November 2020

1

(160,156

)

(160,155

)

1.	STATUTORY INFORMATION

Rushcliffe Specialist Schools 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 Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparation

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.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about Rushcliffe Specialist Schools Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Rushcliffe Care Holdings Limited, 3rd Floor, Butt Dyke House, 33 Park Row, Nottingham, NG1 6EE.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Going concern

The company has made a loss on ordinary activities before taxation of £6,570 (2019: £6,929). The statement of financial position details net current liabilities of £2,157,720 (2019: £2,151,150) and net liabilities of £160,155 (2019: £153,585). The parent company Rushcliffe Care Limited has confirmed that it will provide the company with adequate cash resources to finance its obligations during the course of the twelve months from the date of approval of the financial statements.

However, on 30 September 2021 the parent company's bank facilities expired.

New bank facilities totalling £33m have been offered and agreed and are currently being put into place. In the meantime, the parent company is utilising an agreed £25m overdraft facility.

The parent company meets its day to day working capital requirements through the overdraft facility, which is repayable on demand.

The parent company forecasts to operate within the new facilities, which will be formally put in place once the legal documentation has been finalised and approved.

Given the above and that the parent company continues to make significant profits, it is on this basis that the director considers that the company will have sufficient cash resources available to fund its activities and other obligations during the course of the twelve months from the date of approval of the financial statements and it is therefore appropriate for the financial statements to be prepared on the going concern basis.

Investments

Investments comprise shares in group undertakings and are held at cost, less any write downs and provision for impairment.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 30 November 2020 nor for the year ended 30 November 2019.

The average number of employees during the year was NIL (2019 - NIL).

2020

2019

£

£

Director's remuneration

-

-

4.	OPERATING LOSS

The operating loss is stated after charging:

2020

2019

£

£

Auditors' remuneration

4,400

4,400

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 30 November 2020 nor for the year ended 30 November 2019.

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 December 2019

and 30 November 2020

1,997,565

NET BOOK VALUE

At 30 November 2020

1,997,565

At 30 November 2019

1,997,565

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Rushcliffe Specialist Schools (Mickleover) Limited

Registered office: 3rd Floor, Butt Dyke House, 33 Park Row, Nottingham, NG1 6EE.

Nature of business: Specialist school

%

Class of shares:

holding

Ordinary

100.00

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2020

2019

£

£

Amounts owed by group undertakings

8,007,134

8,666,464

Prepayments and accrued income

226

226

8,007,360

8,666,690

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2020

2019

£

£

Amounts owed to group undertakings

10,159,080

10,811,840

Accruals and deferred income

6,000

6,000

10,165,080

10,817,840

9.	SECURED DEBTS

Lloyds Bank plc holds a debenture and first legal charge over the assets of the company. In addition Lloyds Bank plc hold in their favour an omnibus guarantee and set-off agreement for the company and for other companies within the group.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2020

2019

value:

£

£

1

Ordinary

£1

1

1

11.

RESERVES

Retained

earnings

£

At 1 December 2019

(153,586

)

Deficit for the year

(6,570

)

At 30 November 2020

(160,156

)

12.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

13.	CONTROL RELATIONSHIP