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Registered number: 09060548
GCP EDUCATION 1 LIMITED
AUDITED
DIRECTORS' REPORT AND
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 MARCH 2016
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GCP EDUCATION 1 LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditors
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GCP EDUCATION 1 LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Income and Retained Earnings
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Notes to the Financial Statements
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GCP EDUCATION 1 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2016
The directors present their report and the financial statements for the year ended 31 March 2016.
DIRECTORS' RESPONSIBILITIES STATEMENT
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The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
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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:
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·select suitable accounting policies and then apply them consistently;
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·make judgments and accounting estimates that are reasonable and prudent;
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·prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
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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.
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The company's principal activity during year was that of providing finance.
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The directors who served during the year were:
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DISCLOSURE OF INFORMATION TO AUDITORS
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
·so far as that director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
·that director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
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Page 1
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GCP EDUCATION 1 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2016
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
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This report was approved by the board on 7 November 2016 and signed on its behalf.
Page 2
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GCP EDUCATION 1 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF GCP EDUCATION 1 LIMITED
We have audited the financial statements of GCP Education 1 Limited for the year ended 31 March 2016, set out on pages 5 to 15. The relevant financial reporting framework that has been applied in their preparation is the Companies Act 2006 and the United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
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 Auditors' 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.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
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As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Financial Reporting Council's Ethical Standards for Auditors.
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
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An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Directors' Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
OPINION ON FINANCIAL STATEMENTS
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In our opinion the financial statements:
·give a true and fair view of the state of the Company's affairs as at 31 March 2016 and of its profit or 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.
OPINION ON OTHER MATTER PRESCRIBED BY THE COMPANIES ACT 2006
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In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with those accounts. 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 Directors Report.
Page 3
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GCP EDUCATION 1 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF GCP EDUCATION 1 LIMITED (CONTINUED)
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
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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 directors' remuneration specified by law are not made; or
·we have not received all the information and explanations we require for our audit; or
·the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Directors' Report.
Robin John FCA CTA (Senior Statutory Auditor)
for and on behalf of
Wellden Turnbull Ltd
Chartered Accountants
Statutory Auditors
Munro House
Portsmouth Road
Cobham
Surrey
KT11 1PP
9 November 2016
Page 4
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GCP EDUCATION 1 LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 MARCH 2016
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Interest receivable and similar income
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Retained earnings at the beginning of the year
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Profit/(loss) for the year
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RETAINED EARNINGS AT THE END OF THE YEAR
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There were no recognised gains and losses for 2016 or 2015 other than those included in the statement of income and retained earnings.
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The notes on pages 7 to 15 form part of these financial statements.
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Page 5
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GCP EDUCATION 1 LIMITED
REGISTERED NUMBER: 09060548
BALANCE SHEET
AS AT 31 MARCH 2016
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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TOTAL ASSETS LESS CURRENT LIABILITIES
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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 7 to 15 form part of these financial statements.
Page 6
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GCP EDUCATION 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
GCP Education 1 Limited is a private company, limited by shares, domiciled in England and Wales, registered number 09060548. The registered office is Munro House, Portsmouth Road, Cobham, Surrey KT11 1PP.
2.ACCOUNTING POLICIES
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
Information on the impact of first-time adoption of FRS 102 is given in note 19.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The company currently has net liabilities. In the previous year the company incurred one off loan commitment fees of £420k and £68k professional fees. The company is now profitable and will have cumulative profits in the medium term. The company's Cashflow has been managed to ensure that fixed interest receivable more than covers the company's expenditure over the loan term. The directors are therefore satisfied that the company can meet its liabilities as they fall due. Accordingly the directors consider it appropriate to prepare the accounts on a going concern basis.
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Financial reporting standard 102 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
- the requirements of Section 4 Statement of Financial Position paragraph 4.12(a)(iv);
- the requirements of Section 7 Statement of Cash Flows;
- the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
- the requirements of Section 33 Related Party Disclosures paragraph 33.7.
- the requirements of Section 11 Basic Financial Instruments paragraph 11.41(b),11.41(e),11.42,
11.47,11.48(a)(iii),11.48(a)(iv) and 11.48(b).
This information is included in the consolidated financial statements of GCP Intermediary Holdings Limited as at 31 March 2016 and these financial statements may be obtained from Companies House or from Munro House, Portsmouth Road, Cobham, KT11 1PP.
The company has also taken advantage of Section 33 paragraph 1A not to disclose transactions with wholly owned group members.
Page 7
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GCP EDUCATION 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
2.ACCOUNTING POLICIES (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.
Interest receivable
Interest receivable is recognised using the effective interest method, which takes into account related fees and transaction costs.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at the amount of cash advanced, net of transaction costs charged and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities, which comprise trade and other accounts receivable and payable, loans receivable and payables and loans to related parties.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at transaction price including transaction costs and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Profit and Loss Account.
Short term creditors are measured at the transaction price. Loans payable to third parties are measured initially at the amount of cash received less transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Interest payable is recognised using the effective interest method, which takes into account related fees and transaction costs. Interest payable is included within cost of sales as it is directly attributable to the interest receivable included in revenue.
Page 8
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GCP EDUCATION 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
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JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
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The loan interest receivable and payable calculations and the amortised cost balances for other loans receivable and payable assume that all future loan capital and interest receipts and payments will be in accordance with the current loan agreements for the remaining loan term.
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An analysis of turnover by class of business is as follows:
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Interest receivable and loan arrangement fees
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All turnover arose within the United Kingdom.
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The operating profit/(loss) is stated after charging:
 
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Fees payable to the Company's auditor and its associates for the audit of the company's annual financial statements
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During the year, no director received any emoluments (2015 - £NIL).
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Fees payable to the Company's auditor and its associates for the audit of the Company's annual accounts
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FEES PAYABLE TO THE COMPANY'S AUDITOR AND ITS ASSOCIATES IN RESPECT OF:
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Other services relating to taxation
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The average monthly number of employees, including the directors, during the year was as follows:
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Page 9
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GCP EDUCATION 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
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FACTORS AFFECTING TAX CHARGE FOR THE YEAR/PERIOD
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There is no tax charge due to group losses relieved against the current year taxable profits.
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FACTORS THAT MAY AFFECT FUTURE TAX CHARGES
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There were no factors that may affect future tax charges.
Page 10
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GCP EDUCATION 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Holding company investing in companies engaged in Public Private Partnerships
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NYOP Education (Aberdeen) Holdings Limited
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Holding company investing in companies engaged in Public Private Partnerships
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NYOP Education (Aberdeen) Limited
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Company investing in companies engaged in Public Private Partnerships
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Page 11
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GCP EDUCATION 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
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DUE AFTER MORE THAN ONE YEAR
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Amounts owed by group undertakings
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Amounts owed by group undertakings
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Other debtors comprise loans receivable stated at amortised cost.
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CASH AND CASH EQUIVALENTS
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CREDITORS: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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CREDITORS: Amounts falling due after more than one year
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Other loans comprise loan notes stated at amortised cost, which are repayable in instalments.
The loan notes are secured by a debenture over all assets of the company, present and future.
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Page 12
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GCP EDUCATION 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
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Analysis of the maturity of loans is given below:
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AMOUNTS FALLING DUE WITHIN ONE YEAR
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AMOUNTS FALLING DUE 1-2 YEARS
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AMOUNTS FALLING DUE 2-5 YEARS
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AMOUNTS FALLING DUE AFTER MORE THAN 5 YEARS
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Allotted, called up and fully paid
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1,000 Ordinary shares of £1 each
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Profit and loss account
The profit and loss account represents cumulative profits and losses net of all adjustments.
The company's immediate parent undertaking is GCP Intermediary Holdings Limited. The ultimate controlling party is Gravis Capital Partners LLP, which holds the shares in GCP Intermediary Holdings
Limited on trust for charities at its discretion.
Page 13
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GCP EDUCATION 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
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FIRST TIME ADOPTION OF FRS 102
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As previously stated
31 March
2015
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Effect of transition
31 March
2015
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FRS 102
(as restated)
31 March
2015
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Creditors: amounts falling due within one year
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TOTAL ASSETS LESS CURRENT LIABILITIES
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Creditors: amounts falling due after more than one year
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Page 14
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GCP EDUCATION 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
19.FIRST TIME ADOPTION OF FRS 102 (continued)
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As previously stated
31 March
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Effect of transition
31 March
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FRS 102
(as restated)
31 March
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Interest receivable and similar income
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LOSS ON ORDINARY ACTIVITIES AFTER TAXATION AND FOR THE FINANCIAL PERIOD
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Explanation of changes to previously reported profit and equity:
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Under FRS102 loan assets and loans creditors are stated at amortised cost using the effective interest rate method. The loans are initially measured at transaction price less loan arrangement fees. Under FRSSE the loans receivable and payable were stated at book cost less arrangement fees released over the loan term.
The difference between interest paid and due on an accruals basis was included as a separate accrual under FRSSE rather than an adjustment to the loan balance under FRS102.
The loans receivable and payable have been restated to be valued at amortised cost, which includes accrued interest under the effective interest rate method. The separate accruals for interest receivable and payable have been removed. The overall balance sheet impact is just a reclassification of some balances between greater and less than one year with the recalculation of the loan balances over the loan term on an amortised cost basis.
Turnover mainly comprises interest receivable, which had previously been recognised on an accruals basis based on the fixed interest rate in the loan agreement. Interest receivable is now calculated and recognised using the effective interest rate method.
Cost of sales mainly comprises interest payable, which had previously been recognised on an accruals basis based on the fixed interest rate in the loan agreement. Interest payable is now calculated and recognised using the effective interest rate method.
The changes to the prior year interest receivable and payable figures using the effective interest rate method are not materially different from the approved financial statement. As such no changes have been made to the prior year profit and loss account.
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Page 15
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GCP EDUCATION 1 LIMITED
Page 16
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