Registered number: 12405113 (England and Wales)
ENGLISH LANGUAGE HOLDINGS LIMITED
DIRECTOR'S REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
|
|
|
|
ENGLISH LANGUAGE HOLDINGS LIMITED
|
COMPANY INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ZEDRA Corporate Reporting Services (UK) Limited
|
|
|
|
|
|
|
|
|
ENGLISH LANGUAGE HOLDINGS LIMITED
|
CONTENTS
|
|
|
|
Statement of Changes in Equity
|
|
Notes to the Financial Statements
|
|
|
|
|
|
ENGLISH LANGUAGE HOLDINGS LIMITED
REGISTERED NUMBER:12405113
|
BALANCE SHEET
AS AT 31 DECEMBER 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ENGLISH LANGUAGE HOLDINGS LIMITED
REGISTERED NUMBER:12405113
|
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2022
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 4 to 9 form part of these financial statements.
|
|
|
|
ENGLISH LANGUAGE HOLDINGS LIMITED
|
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
|
|
|
|
|
|
|
|
|
|
At 1 February 2021 (as previously stated)
|
|
|
|
|
|
|
|
|
|
At 1 February 2021 (as restated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period
|
|
|
|
|
Shares issued during the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 4 to 9 form part of these financial statements.
|
|
|
|
|
ENGLISH LANGUAGE HOLDINGS LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1.Accounting policies
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The accounting period has changed from 11 months in the prior year to 12 months in the current year. Therefore the prior period accounts are not entirely comparable.
The following principal accounting policies have been applied:
The Company is in a net asset position due to the investment held in its subsidiary. The Company continues to be supported by the parent company, Open Education LLC, who have provided written confirmation that they will continue to provide financial statements to the Company for a period of at least 12 months from the date of signing these financial statements.
In preparing these financial statements, the director has considered the ability of Open Education LLC to provide the appropriate support. This consideration included a review of forward looking information, together with current performance and position. In light of the current position being a net liability position and continued reliance on a revolving credit facility due to mature in September 2024, there is a material uncertainty in relation to the ability to provide this support for a period of 12 months. However, the director has concluded that it is appropriate to prepare the financial statements on the going concern basis.
|
|
Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
|
|
|
|
ENGLISH LANGUAGE HOLDINGS LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1.Accounting policies (continued)
Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Rendering of services
Turnover is recognised on a cost plus 5% basis, in line with the intercompany service agreement with the parent company. Intercompany turnover is recognised when all of the following conditions are satisfied:
∙the amount of turnover can be measured reliably;
∙it is probable that the Company will receive the consideration due under the intercompany service agreement;
∙the costs incurred under the intercompany service agreement can be measured reliably.
|
|
Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short term debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
|
|
|
|
ENGLISH LANGUAGE HOLDINGS LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1.Accounting policies (continued)
|
|
Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions.
Short term creditors are measured at the transaction price. Amounts owed to group undertakings are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
|
Judgements in applying accounting policies and key sources
|
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and recorded amount of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form a basis for making judgements about the carrying value of assets and liabilities that are not readily apparent from other sources.
Carrying value of investments
The director has determined that there were no indicators of impairment for the Company's investment in its subsidiary in the current year based on a review of the performance of the subsidiary. This is a significant judgement based on the available information and may have a material impact on these financial statements.
The auditors' report on the financial statements for the year ended 31 December 2022 was unqualified, though the auditor drew attention to note 1.2 to these accounts which indicates the existence of material uncertainty which may cause significant doubt about the Company's ability to continue as a going concern.
The audit report was signed on 25 March 2024 by Dominic King ACA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services (UK) Limited.
|
The average monthly number of employees during the year was 1 (2021 - 0).
|
|
|
|
|
ENGLISH LANGUAGE HOLDINGS LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
|
|
Investments in subsidiary company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ENGLISH LANGUAGE HOLDINGS LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
Other taxation and social security
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
774,670 (2021 - 774,670) Ordinary A shares of £0.01 each
|
|
|
|
|
373,049 (2021 - 373,049) Ordinary B shares of £0.01 each
|
|
|
|
|
169,895 (2021 - 169,895) Ordinary C shares of £0.01 each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ENGLISH LANGUAGE HOLDINGS LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Share premium account
The consideration in excess of the nominal value of the shares issued of £7,996,191 has been recognised as share premium.
Profit and loss account
The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.
Open Education LLC, is the parent of the smallest group for which consolidated financial statements are drawn up, of which the Company is a member. This company is incorporated in the United States of America.
|
Post balance sheet events
|
There were no adjusting or non-adjusting events occurring between the end of the reporting period
and the date these financial statements were approved.
|