Bridges Care and Education Limited - Period Ending 2023-08-31

Bridges Care and Education Limited - Period Ending 2023-08-31


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Registration number: 12428739

Bridges Care and Education Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 August 2023

 

Bridges Care and Education Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 7

Consolidated Profit and Loss Account

8

Consolidated Balance Sheet

9

Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Statement of Changes in Equity

12

Consolidated Statement of Cash Flows

13

Notes to the Financial Statements

14 to 25

 

Bridges Care and Education Limited

Company Information

Directors

D Alipaz

S W Bradshaw

M D Gross

H Kenny-Allen

T A Mack

K J Thomas

S Parker

Registered office

2 Fulmar Drive
Hythe
Southampton
Hampshire
SO45 3GF

Auditors

Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

 

Bridges Care and Education Limited

Strategic Report for the Year Ended 31 August 2023

The directors present their strategic report for the year ended 31 August 2023.

Principal activity

The principal activity of the group is providing specialised education services. The principal activity of the company is that of a holding company.

Fair review of the business

The results for the year which are set out in the profit and loss account show turnover of £6,976,664 (2022 - £3,219,998) and an operating loss of £1,520,930 (2022 - £985,569). At 31 August 2023 the group had net liabilities of £6,954,475 (2022 - £1,635,300). The directors consider the performance for the year and the financial position at the year end to be satisfactory.

Principal risks and uncertainties

The management of the business and the execution of the group's strategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to relate to ongoing compliance with current and future legislation affecting the sector.

Approved by the Board on 2 May 2024 and signed on its behalf by:


S W Bradshaw
Director

 

Bridges Care and Education Limited

Directors' Report for the Year Ended 31 August 2023

The directors present their report and the for the year ended 31 August 2023.

Directors of the company

The directors who held office during the year were as follows:

D Alipaz

S W Bradshaw

M D Gross

H Kenny-Allen

T A Mack

K J Thomas

S Parker (appointed 3 May 2023)

Financial instruments

Objectives and policies

The board constantly monitors the group's trading results and revise projections as appropriate to ensure that the group can meet its future obligations as they fall due.

Price risk, credit risk, liquidity risk and cash flow risk

The group is exposed to the usual credit and cash flow risk associated with selling on credit and manages this through credit control procedures.

The group has sufficient resources available and the directors have prepared forecasts for the next 12 months that indicate that this will continue to be the case and that these cash flows will be sufficient for the group to meet its financing commitments as they fall due. The directors therefore have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.

Post balance sheet events

Since the balance sheet date, the company has purchased 1 freehold property for a purchase price of £750,000.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors
Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 2 May 2024 and signed on its behalf by:


S W Bradshaw
Director

 

Bridges Care and Education Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' 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 group and company 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 apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Bridges Care and Education Limited

Independent Auditor's Report to the Members of Bridges Care and Education Limited

Opinion

We have audited the financial statements of Bridges Care and Education Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 group's and the parent company's affairs as at 31 August 2023 and of the group's 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 auditor 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

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 group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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.

Other information

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

 

Bridges Care and Education Limited

Independent Auditor's Report to the Members of Bridges Care and Education Limited

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

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 4, 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 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.

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.

Extent to which the audit was 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 material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We considered the nature of the group’s industry and its control environment and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

 

Bridges Care and Education Limited

Independent Auditor's Report to the Members of Bridges Care and Education Limited

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.





Joanne Hartness (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

2 May 2024

 

Bridges Care and Education Limited

Consolidated Profit and Loss Account for the Year Ended 31 August 2023

Note

2023
 £

2022
 £

Turnover

3

6,976,664

3,219,998

Cost of sales

 

(3,268,155)

(1,493,896)

Gross profit

 

3,708,509

1,726,102

Administrative expenses

 

(4,699,121)

(2,284,251)

Exceptional expenses

5

(530,318)

(427,420)

Operating loss

4

(1,520,930)

(985,569)

Other interest receivable and similar income

6

1

8

Interest payable and similar charges

7

(2,827,896)

(847,979)

Loss before tax

 

(4,348,825)

(1,833,540)

Taxation

11

(1,008,025)

494,671

Loss for the financial year

 

(5,356,850)

(1,338,869)

Profit/(loss) attributable to:

 

Owners of the company

 

(5,356,850)

(1,338,869)

The above results were derived from continuing operations.

The group has no other comprehensive income for the year.

 

Bridges Care and Education Limited

(Registration number: 12428739)
Consolidated Balance Sheet as at 31 August 2023

Note

2023
 £

2022
 £

Fixed assets

 

Intangible assets

12

78,671

15,256

Tangible assets

13

26,700,086

10,924,807

 

26,778,757

10,940,063

Current assets

 

Debtors

15

1,367,635

876,453

Cash at bank and in hand

 

2,942,458

876,056

 

4,310,093

1,752,509

Creditors: Amounts falling due within one year

16

(4,917,157)

(1,357,064)

Net current (liabilities)/assets

 

(607,064)

395,445

Total assets less current liabilities

 

26,171,693

11,335,508

Creditors: Amounts falling due after more than one year

16

(32,776,455)

(12,970,808)

Provisions for liabilities

11

(349,713)

-

Net liabilities

 

(6,954,475)

(1,635,300)

Capital and reserves

 

Called up share capital

19

877

800

Share premium reserve

197,798

160,200

Profit and loss account

(7,153,150)

(1,796,300)

Total equity

 

(6,954,475)

(1,635,300)

Approved and authorised by the Board on 2 May 2024 and signed on its behalf by:
 

S W Bradshaw
Director

 

Bridges Care and Education Limited

(Registration number: 12428739)
Balance Sheet as at 31 August 2023

Note

2023
 £

2022
 £

Fixed assets

 

Investments

14

3

3

Current assets

 

Debtors

15

-

66,122

Creditors: Amounts falling due within one year

16

(124,785)

(4,200)

Net current (liabilities)/assets

 

(124,785)

61,922

Net (liabilities)/assets

 

(124,782)

61,925

Capital and reserves

 

Called up share capital

19

877

800

Share premium reserve

197,798

160,200

Profit and loss account

(323,457)

(99,075)

Total equity

 

(124,782)

61,925

The company made a loss after tax for the financial year of £224,382 (2022 - loss of £57,421).

Approved and authorised by the Board on 2 May 2024 and signed on its behalf by:
 

S W Bradshaw
Director

 

Bridges Care and Education Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 August 2023
Equity attributable to the parent company

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 September 2022

800

160,200

(1,796,300)

(1,635,300)

Loss for the year

-

-

(5,356,850)

(5,356,850)

New share capital subscribed

77

37,598

-

37,675

At 31 August 2023

877

197,798

(7,153,150)

(6,954,475)

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 September 2021

800

160,200

(457,431)

(296,431)

Loss for the year

-

-

(1,338,869)

(1,338,869)

At 31 August 2022

800

160,200

(1,796,300)

(1,635,300)

 

Bridges Care and Education Limited

Statement of Changes in Equity for the Year Ended 31 August 2023

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 September 2022

800

160,200

(99,075)

61,925

Loss for the year

-

-

(224,382)

(224,382)

New share capital subscribed

77

37,598

-

37,675

At 31 August 2023

877

197,798

(323,457)

(124,782)

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 September 2021

800

160,200

(41,654)

119,346

Loss for the year

-

-

(57,421)

(57,421)

At 31 August 2022

800

160,200

(99,075)

61,925

 

Bridges Care and Education Limited

Consolidated Statement of Cash Flows for the Year Ended 31 August 2023

Note

2023
 £

2022
 £

Cash flows from operating activities

Loss for the year

 

(5,356,850)

(1,338,869)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

538,961

255,150

Profit on disposal of tangible assets

-

(4,500)

Finance income

6

(1)

(8)

Finance costs

7

2,827,896

847,979

Income tax expense

11

1,008,025

(494,671)

 

(981,969)

(734,919)

Working capital adjustments

 

(Increase)/decrease in trade debtors

15

(1,149,494)

156,342

Increase in trade creditors

16

24,190

464,907

Increase/(decrease) in deferred income

 

3,035,535

(150,350)

Net cash flow from operating activities

 

928,262

(264,020)

Cash flows from investing activities

 

Interest received

1

8

Acquisitions of tangible assets

(15,765,945)

(8,044,345)

Proceeds from sale of tangible assets

 

-

4,500

Acquisition of intangible assets

12

(74,278)

(10,883)

Net cash flows from investing activities

 

(15,840,222)

(8,050,720)

Cash flows from financing activities

 

Interest paid

 

(317,698)

(63,468)

Proceeds from other borrowing draw downs

 

17,545,109

9,235,436

Payment of costs associated with raising finance

 

(249,049)

(364,857)

Net cash flows from financing activities

 

16,978,362

8,807,111

Net increase in cash and cash equivalents

 

2,066,402

492,371

Cash and cash equivalents at 1 September

 

876,056

383,685

Cash and cash equivalents at 31 August

 

2,942,458

876,056

 

Bridges Care and Education Limited

Notes to the Financial Statements for the Year Ended 31 August 2023

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
2 Fulmar Drive
Hythe
Southampton
Hampshire
SO45 3GF

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 August 2023.

No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a loss after tax for the financial year of £224,382 (2022 - loss of £57,421).

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

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

 

Bridges Care and Education Limited

Notes to the Financial Statements for the Year Ended 31 August 2023

Going concern

Notwithstanding the net liability position shown on the balance sheet, the financial statements have been prepared on the going concern basis. The directors have considered the forecast cash flows and the cash requirements of the business in their assessment of going concern. As a result of this assessment it was concluded that the cash requirements of the business for the 12 months from signing will be met through a combination of operational cash flows and intergroup loans and thus the business is deemed to operate as a going concern.

Judgements and estimation uncertainty

These financial statements do not contain any significant judgements or estimation uncertainty.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of specialised education services in the ordinary course of the group’s activities. Turnover is shown net of discounts and after eliminating sales within the group. The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity, and specific criteria have been met for each of the group's activities.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised.

Tax

The tax expense for the period comprises and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Freehold buildings

2% straight line

Fixtures and fittings

25% straight line

Office equipment

33.3% straight line

Motor Vehicles

25% straight line

 

Bridges Care and Education Limited

Notes to the Financial Statements for the Year Ended 31 August 2023

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Website development costs

25% straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

Bridges Care and Education Limited

Notes to the Financial Statements for the Year Ended 31 August 2023

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

Bridges Care and Education Limited

Notes to the Financial Statements for the Year Ended 31 August 2023

 

3

Turnover

The analysis of the group's Turnover for the year from continuing operations is as follows:

2023
£

2022
£

Rendering of services

6,933,360

3,204,894

Grants received

-

10,779

Other revenue

43,304

4,325

6,976,664

3,219,998

The total turnover of the company has been derived from its principal activity wholly undertaken in the United Kingdom.

 

4

Operating profit

Arrived at after charging

2023
 £

2022
 £

Depreciation expense

528,098

249,959

Amortisation expense

10,863

5,191

Operating lease expense - other

12,576

11,615

551,537

266,765

 

5

Exceptional items

2023
 £

2022
 £

Exceptional expenses

530,318

427,420

Exceptional items in the current and prior year consist of pre-opening costs for new schools.

 

6

Other interest receivable and similar income

2023
£

2022
£

Interest income on bank deposits

1

8

 

7

Interest payable and similar expenses

2023
£

2022
£

Interest expense on other finance liabilities

2,617,107

771,714

Finance costs adjacent to interest

210,789

76,265

2,827,896

847,979

 

Bridges Care and Education Limited

Notes to the Financial Statements for the Year Ended 31 August 2023

 

8

Staff costs

Group
The aggregate payroll costs (including directors' remuneration) were as follows:

2023
 £

2022
 £

Wages and salaries

4,204,089

2,006,948

Social security costs

452,878

185,029

Pension costs, defined contribution scheme

417,626

206,290

5,074,593

2,398,267

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2023
 No.

2022
 No.

Education

91

52

Administration and support

26

13

117

65

Company
The company incurred no staff costs and had no employees other than the directors.

 

9

Directors' remuneration

The directors' remuneration for the year was as follows:

2023
£

2022
£

Remuneration

345,639

238,348

Contributions paid to money purchase schemes

8,427

22,003

354,066

260,351

During the year the number of directors who were receiving benefits and share incentives was as follows:

2023
No.

2022
No.

Accruing benefits under money purchase pension scheme

3

2

In respect of the highest paid director:

2023
£

2022
£

Remuneration

130,442

110,500

Company contributions to money purchase pension schemes

4,469

11,007

 

10

Auditors' remuneration

2023
£

2022
£

Audit of these financial statements

14,700

10,800

Other fees to auditors

All other non-audit services

17,940

10,354

 

Bridges Care and Education Limited

Notes to the Financial Statements for the Year Ended 31 August 2023


 

 

11

Taxation

Tax charged/(credited) in the profit and loss account

2023
 £

2022
 £

Deferred taxation

Arising from origination and reversal of timing differences

1,008,025

(494,671)

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2022 - lower than the standard rate of corporation tax in the UK) of 21.52% (2022 - 19%).

The differences are reconciled below:

2023
£

2022
£

Loss before tax

(4,348,825)

(1,833,540)

Corporation tax at standard rate

(935,867)

(348,373)

Effect of expense not deductible in determining taxable profit (tax loss)

178,745

9,455

Deferred tax credit relating to changes in tax rates or laws

(140,317)

(163,092)

Deferred tax expense from unrecognised temporary difference from a prior period

1,036,538

-

Tax increase from effect of capital allowances and depreciation

16,546

7,339

Tax increase from effect of unrelieved tax losses carried forward

852,380

-

Total tax charge/(credit)

1,008,025

(494,671)

Deferred tax

Group

Deferred tax assets and liabilities

2023

Liability
£

Fixed asset timing differences

415,429

Short term timing differences

(65,716)

349,713

2022

Asset
£

Fixed asset timing differences

(388,220)

Short term timing differences

9,994

Taxable losses

1,036,538

658,312

Company

Deferred tax assets and liabilities

2022

Asset
£

Taxable losses

33,025

 

Bridges Care and Education Limited

Notes to the Financial Statements for the Year Ended 31 August 2023

 

12

Intangible assets

Group

Website development costs
 £

Cost

At 1 September 2022

20,447

Additions

74,278

At 31 August 2023

94,725

Amortisation

At 1 September 2022

5,191

Amortisation charge

10,863

At 31 August 2023

16,054

Carrying amount

At 31 August 2023

78,671

At 31 August 2022

15,256

 

13

Tangible assets

Group

Freehold land and buildings
£

Furniture, fittings and equipment
 £

Motor vehicles
 £

Total
£

Cost

At 1 September 2022

10,336,238

801,289

142,729

11,280,256

Additions

15,944,023

310,134

49,220

16,303,377

At 31 August 2023

26,280,261

1,111,423

191,949

27,583,633

Depreciation

At 1 September 2022

102,462

228,458

24,529

355,449

Charge for the year

218,631

269,226

40,241

528,098

At 31 August 2023

321,093

497,684

64,770

883,547

Carrying amount

At 31 August 2023

25,959,168

613,739

127,179

26,700,086

At 31 August 2022

10,233,776

572,831

118,200

10,924,807

 

Bridges Care and Education Limited

Notes to the Financial Statements for the Year Ended 31 August 2023

 

14

Investments

Company

2023
£

2022
£

Investments in subsidiaries

3

3

Subsidiaries

£

Cost and carrying amount

At 1 September 2022 and at 31 August 2023

3

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

Spaghetti Bridge Limited

England and Wales

Ordinary

100%

100%

Subsidiary undertakings

Spaghetti Bridge Limited

The principal activity of Spaghetti Bridge Limited is providing specialised education services.

 

15

Debtors

   

Group

Company

Note

2023
 £

2022
 £

2023
 £

2022
 £

Trade debtors

 

913,453

44,737

-

-

Amounts owed by group undertakings

 

-

-

-

33,097

Other debtors

 

138,252

33,601

-

-

Prepayments

 

315,930

139,803

-

-

Deferred tax assets

11

-

658,312

-

33,025

   

1,367,635

876,453

-

66,122

 

Bridges Care and Education Limited

Notes to the Financial Statements for the Year Ended 31 August 2023

 

16

Creditors

   

Group

Company

Note

2023
 £

2022
 £

2023
 £

2022
 £

Due within one year

 

Trade creditors

 

704,329

434,356

-

-

Amounts due to group undertakings

 

-

-

124,785

-

Social security and other taxes

 

140,979

87,478

-

-

Outstanding defined contribution pension costs

 

107,336

145,705

-

-

Other creditors

 

20,252

1,453

-

-

Accrued expenses

 

360,067

139,413

-

4,200

Deferred income

 

3,584,194

548,659

-

-

 

4,917,157

1,357,064

124,785

4,200

Due after one year

 

Loans and borrowings

17

32,776,455

12,970,808

-

-

 

17

Loans and borrowings

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Non-current loans and borrowings

Other borrowings

32,776,455

12,970,808

-

-

Other non-current borrowings relate to loan notes which are repayable in full in February 2025. The loan notes are secured on the assets of the group.

During the year, the group was advanced loan notes with a principal amount of £17,545,109 (2022 - £9,235,436).

The loan notes attract interest of 7.25% over base rate per annum. Interest of £2,617,107 (2022 - £771,714) has been accrued in the year, of which £317,698 (2022 - £63,468) has been paid in the year.

The loan notes outstanding of £32,776,455 (2022 - £12,970,808) are stated after deducting £326,852 (2022 - £288,592) of costs associated with the raising of this finance, which are being released to the profit and loss account over the term of the loan notes in accordance with FRS102.

Post year end, the termination date has been extended to 7 February 2030.

 

18

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £417,626 (2022 - £206,290).

Contributions totalling £107,336 (2022 - £145,705) were payable to the scheme at the end of the year and are included in creditors.

 

Bridges Care and Education Limited

Notes to the Financial Statements for the Year Ended 31 August 2023

 

19

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary A shares of £0.01 (2022 - £0.10) each

67,298

672.98

6,800

680.00

Ordinary B shares of £0.01 (2022 - £0.10) each

13,928

139.28

1,200

120.00

Ordinary C shares of £0.01 (2022 - £0) each

5,816

58.16

-

-

Ordinary D shares of £0.01 (2022 - £0) each

702

7.02

-

-

 

87,744

877

8,000

800


Rights, preferences and restrictions
All Ordinary A, B and C shares carry the right to vote and receive dividends.

The holder of the Ordinary D shares has the right to receive dividends but no voting rights.

On a return of capital, surplus assets are distributed to the holders of A shares until a hurdle is met, followed by holders of B, C and D shares until a hurdle is met. Following this, the shares rank pari passu in any further distributable funds.
 


New shares allotted

On 21 September 2022, 1,928 Ordinary B shares and 5,816 Ordinary C shares were issued for total consideration of £37,694.

On 21 September 2022, all Ordinary shares were sub-divided from a nominal value of £0.10 each to £0.01 each.

On 17 July 2023, 702 Ordinary A shares were redesignated as Ordinary D shares.

 

20

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2023
£

2022
£

Not later than one year

16,476

11,615

Later than one year and not later than five years

11,994

10,647

28,470

22,262

 

21

Commitments

Group

Capital commitments

The total amount contracted for but not provided in the financial statements was £12,919,862 (2022 - £7,096,215).

 

Bridges Care and Education Limited

Notes to the Financial Statements for the Year Ended 31 August 2023

 

22

Analysis of changes in net debt

Group

At 1 September 2022
£

Financing cash flows
£

Other non-cash changes
£

At 31 August 2023
£

Cash and cash equivalents

Cash

876,056

2,066,402

-

2,942,458

Borrowings

Long term borrowings

(12,970,808)

(16,978,362)

(2,827,285)

(32,776,455)

 

(12,094,752)

(14,911,960)

(2,827,285)

(29,833,997)

Other non-cash changes relates to accrued interest of £2,617,108 and amortisation of costs associated with the raising of finance of £210,177.

 

23

Related party transactions

Group

Summary of transactions with key management

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 9 to the financial statements.
 

Summary of transactions with other related parties

At 31 August 2023, loan notes of £33,103,919 (2022 - £13,259,400) including accrued interest of £3,225,41 (2022 - £926,000) is owed to the company's ultimate parent. Additional details can be found in note 17.

During the year, the group's ultimate parent charged the group £191,357 (2022 - £73,446) in monitoring fees. At 31 August 2023, £10,389 remains outstanding (2022 - £94,352).

 

 

24

Parent and ultimate parent undertaking

The ultimate parent is Pulford Trading Limited, incorporated in England and Wales.

 

25

Post balance sheet events

Since the balance sheet date, the company has purchased 1 freehold property for a purchase price of £750,000.