Registration number:
for the
Year Ended
Palatinate Schools Holding Limited
Contents
Company Information |
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Directors' Report |
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Strategic Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
Palatinate Schools Holding Limited
Company Information
Directors |
A N Hassan J A Pickles C A Robertson |
Registered office |
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Bankers |
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Auditors |
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Palatinate Schools Holding Limited
Directors' Report for the Year Ended 31 August 2021
The directors present their report and the financial statements for the year ended 31 August 2021.
Principal activity
The principal activity of the company is that of an intermediate non-trading holding company.
Directors of the company
The directors who held office during the year were as follows:
The directors confirm their understanding of their responsibilities as outlined on page 4.
Disclosure of information to the auditors
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 auditors are aware of that information. The directors confirm that there is no relevant information of which they are aware and of which they know the auditors are unaware.
Appointment of auditors
Grant Thornton UK LLP have been appointed as auditors to the company during the period, following the resignation of Hazlewoods LLP, and have expressed their willingness to continue in office.
Approved by the
Director
Palatinate Schools Holding Limited
Strategic Report for the Year Ended 31 August 2021
The directors present their strategic report for the year ended 31 August 2021.
Fair review of the business
Details of the financial performance, principal risks and uncertainties, key performance indicators, financial instruments, future developments and going concern of the group to which the company belongs, are disclosed in the group financial statements of the company's ultimate UK parent company, Grove Education Partners Midco Limited.
Approved by the
Director
Palatinate Schools Holding Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Directors' Report, Strategic 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 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 apply them consistently; |
• |
make judgements and accounting estimates that are reasonable and prudent; |
• |
state whether applicable UK Accounting Standards has 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 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.
Palatinate Schools Holding Limited
Independent Auditor's Report to the Members of Palatinate Schools Holding Limited
Opinion
We have audited the financial statements of Palatinate Schools Holding Limited (the 'company') for the year ended 31 August 2021, which comprise the Profit and Loss Account, Balance Sheet, 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 31 August 2021 and of its results 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’s 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.
Conclusions relating to going concern
We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.
In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the company’s business model including effects arising from macro-economic uncertainties such as Brexit and Covid-19, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company’s financial resources or ability to continue operations over the going concern period.
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 company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
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.
The responsibilities of the directors with respect to going concern are described in the ‘Responsibilities of directors for the financial statements’ section of this report.
Palatinate Schools Holding Limited
Independent Auditor's Report to the Members of Palatinate Schools Holding Limited
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.
Opinion 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 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. |
Matter on which we are required to report under the Companies Act 2006
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.
Matters on which we are required to report by exception
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:
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adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
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the financial statements are not in agreement with the accounting records and returns; or |
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certain disclosures of directors’ remuneration specified by law are not made; or |
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we have not received all the information and explanations we require for our audit. |
Responsibilities of directors for the financial statements
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 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 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.
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 auditor's report.
Palatinate Schools Holding Limited
Independent Auditor's Report to the Members of Palatinate Schools Holding Limited
Explanation as to what extent the audit was considered 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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• We obtained an understanding of how the Company is complying with significant legal and regulatory frameworks through inquiries of management;
• The Company is subject to many laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements. We identified Financial Reporting Standard 102 and the Companies Act 2006, along with legislation relating to employment, health & safety, data protection and environmental issues, as those most likely to have a material effect if non-compliance were to occur;
• We communicated relevant laws and potential fraud risks to all engagement team members and remained alert to any indicators of fraud or non-compliance with laws and regulations throughout the audit;
• We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur. We considered the opportunity and incentives for management to perpetrate fraud, and the potential impact on the financial statements;
In assessing the potential risks of material misstatement, we obtained an understanding of:
• the Company’s operations, including the nature of its revenue sources, products, and services and of its objectives and strategies to understand the classes of transactions, account balances, expected financial statement disclosures and business risks that may result in risks of material misstatement;
• the Company’s control environment
• the Company’s relevant controls over areas of significant risks; and
• the Company’s business processes in respect of classes of transactions that are significant to the financial statements.
Audit procedures performed by the engagement team included:
• testing manual journal entries, in particular journal entries relating to management estimates and entries determined to be large or relating to unusual transactions; and
• identifying and testing related party transactions.
Assessment of the appropriateness of the collective competence and capabilities of the engagement team included:
• consideration of the engagement team's understanding of, and practical experience with, audit engagements of a similar nature and complexity;
• appropriate training, knowledge of the industry in which the Company operates; and
• understanding of the legal and regulatory requirements specific to the Company.
We did not identify any material matters relating to non-compliance with laws and regulations or relating to fraud.
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.
Palatinate Schools Holding Limited
Independent Auditor's Report to the Members of Palatinate Schools Holding Limited
......................................
For and on behalf of
3 Callaghan Square
CF10 5BT
Palatinate Schools Holding Limited
Profit and Loss Account for the Year Ended 31 August 2021
2021 |
2020 |
|
Turnover |
- |
- |
Profit before tax |
- |
- |
Taxation |
- |
- |
Profit for the financial year |
- |
- |
The company has no other comprehensive income for the year.
Palatinate Schools Holding Limited
(Registration number: 05301645)
Balance Sheet as at 31 August 2021
Note |
2021 |
2020 |
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Fixed assets |
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Investments |
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|
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Current assets |
|||
Debtors: Amounts falling due within one year |
9,845 |
9,845 |
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Net assets |
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|
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Capital and reserves |
|||
Called up share capital |
|
|
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Retained earnings |
|
|
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Total equity |
|
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Approved and authorised by the
Director
Palatinate Schools Holding Limited
Statement of Changes in Equity for the Year Ended 31 August 2021
Share capital |
Profit and loss account |
Total |
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At 1 September 2020 and at 31 August 2021 |
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Share capital |
Profit and loss account |
Total |
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At 1 September 2019 and at 31 August 2020 |
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Palatinate Schools Holding Limited
Notes to the Financial Statements for the Year Ended 31 August 2021
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
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 UK and Republic of Ireland'.
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.
Summary of disclosure exemptions
The company has not presented a cash flow statement on the grounds that the company is a wholly owned subsidiary and a group cash flow statement is included in the financial statements of Grove Education Partners Midco Limited.
Name of parent of group
The parent of the smallest group in which these financial statements are consolidated is Dukes Education Holdings Limited (these accounts are non statutory consolidated accounts, and are unaudited). The parent of the largest group in which these financial statements are consolidated is Grove Education Partners Midco Limited. The financial statements of both companies are available on request from the registered office.
Group accounts not prepared
Going concern
The company is a non-trading holding company and has no working capital requirements. The company funds its investment through the use of the group’s bank facilities. The current demand for the services offered by the company’s trading subsidiaries continues to remain strong. The group’s forecasts and projections, show that the company should be able to operate within the level of the group’s cash reserves and bank facilities. After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.
Palatinate Schools Holding Limited
Notes to the Financial Statements for the Year Ended 31 August 2021
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
Impairment of investments
The investments in subsidiaries are held at cost less impairment. Any impairment of investment value is based on a judgement. The directors have used their best judgement and knowledge of the businesses to assess the need for any impairment, based on the expected future financial performance and position of the subsidiary.
Investments
Investments in equity shares 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 where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
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.
Palatinate Schools Holding Limited
Notes to the Financial Statements for the Year Ended 31 August 2021
Financial instruments
Classification
Recognition and measurement
Impairment
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.
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.
Palatinate Schools Holding Limited
Notes to the Financial Statements for the Year Ended 31 August 2021
Staff costs |
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
2021 |
2020 |
|
Average number of employees |
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Auditor's remuneration |
The auditor's remuneration for the year and prior year was borne by a fellow group company.
Investments |
2021 |
2020 |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
Cost and carrying amount |
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At 1 September 2020 and at 31 August 2021 |
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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 |
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2021 |
2020 |
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Subsidiary undertakings |
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England and Wales |
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England and Wales |
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England and Wales |
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*Owned indirectly via Palatinate Schools Limited
Palatinate Schools Limited is a non-trading intermediate company. The principal activity of all other subsidiaries is the provision of education services.
Debtors |
2021 |
2020 |
|
Amounts due from group undertakings |
9,845 |
9,845 |
Palatinate Schools Holding Limited
Notes to the Financial Statements for the Year Ended 31 August 2021
Share capital |
Allotted, called up and fully paid shares
2021 |
2020 |
|||
No. |
£ |
No. |
£ |
|
|
|
968.65 |
|
968.65 |
|
|
107.60 |
|
107.60 |
|
|
|
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Rights, preferences and restrictions
Each class of shares rank pari passu in all respects other than dividend rights. |
Contingent liabilities |
The company is bound by an intra-group cross guarantee in respect of bank debt with other members of the group headed by Dukes Education Group Limited. The amount guaranteed as at 31 August 2021 was £154,000,000 (2020 - £110,000,000). Post year end the group has refinanced its bank debt and the amount guaranteed at the signing date of these accounts is £208,372,899.
Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is