Registered number: 14198633
FOR THE PERIOD ENDED 31 DECEMBER 2022
COMPANY INFORMATION
CONTENTS
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
The directors present their Strategic Report for the period from incorporation on 27 June 2022 to the period ended 31 December 2022.
On 7 July 2022 the Company acquired the group of companies headed by Project Donna Topco Limited. The main activity of the trading companies is as a public policy consulting organisation, dedicated to opening markets for technology on fair terms. We have experts around the globe who help our clients find routes to market for their products through creating, changing and influencing regulatory policy around the world.
On 7 July 2022 the Company's subsidiary Alpha Bidco Limited acquired the group of companies headed by Project Donna Topco Limited.
The Company is an intermediate holding company.
The Company is an intermediate holding company.
Following the acquisition of the Project Donna Topco group of companies, the group holds a loan with external parties which incurs interest linked to SONIA. There is a risk that in the event of a material increase in interest rate, the level of cost to service the debt will increase. The group has taken out an interest cap instrument to mitigate the risk of interest rate increases in future periods. Currently we do not foresee issues in servicing this debt or repaying it when it becomes due in future years.
The company operates as a an investment holding company with interest received being equa to interest paid.
The Company is an investment holding company.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
The directors present their report and the financial statements for the Period ended 31 December 2022.
The directors who served during the Period were:
At the time of approving the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.
The directors have reviewed cash flow forecasts for at least the 12 month period from the date of signing and assessed the impact of a potential rise in interest rates to ensure the Group (all companies within the Alpha Midco 1 Limited group) can maintain its day to day services, fulfil its statutory obligations and meet future obligations to funders and other stakeholders.
At 31 December 2022, the Group had sufficient cash balances to maintain a positive cash position and meet the Company’s liabilities as they fall due for at least 12 months from the balance sheet date, based upon current expectations.
To the date of signing, group revenue has been materially in line with forecast, positive cash flow has been maintained and deliveries of services have not been impacted.
The directors have stress tested their forecasts and sales demand would need to fall by a significant amount before cash flow becomes an issue that they do not believe this to be probable outcome.
The directors believe the Company will continue to be a going concern.
The directors have reviewed cash flow forecasts for at least the 12 month period from the date of signing and assessed the impact of a potential rise in interest rates to ensure the Group (all companies within the Alpha Midco 1 Limited group) can maintain its day to day services, fulfil its statutory obligations and meet future obligations to funders and other stakeholders.
At 31 December 2022, the Group had sufficient cash balances to maintain a positive cash position and meet the Company’s liabilities as they fall due for at least 12 months from the balance sheet date, based upon current expectations.
To the date of signing, group revenue has been materially in line with forecast, positive cash flow has been maintained and deliveries of services have not been impacted.
The directors have stress tested their forecasts and sales demand would need to fall by a significant amount before cash flow becomes an issue that they do not believe this to be probable outcome.
The directors believe the Company will continue to be a going concern.
The auditor, CLA Evelyn Partners Limited, was appointed in the year by the directors and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
This report was approved by the board and signed on its behalf.
Page 3
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2022
The directors are responsible for preparing the Strategic Report, the 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 applicable law and 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'. 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 for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent; 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 to 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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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ALPHA MIDCO 2 LIMITED
Opinion
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
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 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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ALPHA MIDCO 2 LIMITED (CONTINUED)
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which 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.
Responsibilities of directors
As explained more fully in the Directors’ Responsibilities Statement 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ALPHA MIDCO 2 LIMITED (CONTINUED)
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.
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 obtained an understanding of the Company's legal and regulatory framework through enquiry of management of their understanding of the relevant laws and regulations, the company's policies and procedures regarding compliance and how they identify. evaluate and rectify any instances of non-compliance. We also drew on our existing understanding of the Company's industry and regulation.
We understand the Company complies with requirements of the framework through:
We understand the Company complies with requirements of the framework through:
∙The Directors' close involvement in the day-to-day running of the business, meaning that any litigation or claims would come to their attention directly; and
∙The engagement of external experts to ensure ongoing tax compliance and to assist with the preparation of the statutory accounts.
In the context of the audit, we have considered those laws and regulations which determine the form and content of the financial statements, which are central to the Company's ability to conduct business and where failure to comply could result in material penalties.
We have identified the following laws and regulations as being of significance in the context of the Company:
We have identified the following laws and regulations as being of significance in the context of the Company:
∙The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements.
The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur. The key areas identified as part of the discussion were with regard to the manipulation of the financial statements through manual journals and incorrect recognition of revenue. This was communicated to the other members of the engagement team who were not present at the discussion.
The procedures carried out to gain evidence in the above areas included:
The procedures carried out to gain evidence in the above areas included:
∙Testing of manual journal entries, selected based on specific risk assessments applied based on the client processes and controls surrounding manual journals.
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ALPHA MIDCO 2 LIMITED (CONTINUED)
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.
for and on behalf of
Chartered Accountants
Statutory Auditor
14th Floor
103 Colmore Row
B3 3AG
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2022
Page 9
BALANCE SHEET
AS AT 31 DECEMBER 2022
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 20 form part of these financial statements.
Page 10
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
Page 11
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Alpha Midco 2 Limited is a private company, limited by shares, domiciled and incorporated in England and Wales (registered number: 14198633). The registered office address is 10 Norwich Street, London, EC4A 1BD.
The Company's functional and presentational currency is GBP.
The Company's functional and presentational currency is GBP.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies 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.
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 following principal accounting policies have been applied:
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 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.
This information is included in the consolidated financial statements of Alpha Midco 1 Limited as at 31 December 2022 and these financial statements may be obtained from Companies House.
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
At the time of approving the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.
The directors have reviewed cash flow forecasts for at least the 12 month period from the date of signing and assessed the impact of a potential rise in interest rates to ensure the Group (all companies within the Alpha Midco 1 Limited group) can maintain its day to day services, fulfil its statutory obligations and meet future obligations to funders and other stakeholders.
At 31 December 2022, the Group had sufficient cash balances to maintain a positive cash position and meet the Company’s liabilities as they fall due for at least 12 months from the balance sheet date, based upon current expectations.
To the date of signing, group revenue has been materially in line with forecast, positive cash flow has been maintained and deliveries of services have not been impacted.
The directors have stress tested their forecasts and sales demand would need to fall by a significant amount before cash flow becomes an issue that they do not believe this to be probable outcome.
The directors believe the Company will continue to be a going concern.
The directors have reviewed cash flow forecasts for at least the 12 month period from the date of signing and assessed the impact of a potential rise in interest rates to ensure the Group (all companies within the Alpha Midco 1 Limited group) can maintain its day to day services, fulfil its statutory obligations and meet future obligations to funders and other stakeholders.
At 31 December 2022, the Group had sufficient cash balances to maintain a positive cash position and meet the Company’s liabilities as they fall due for at least 12 months from the balance sheet date, based upon current expectations.
To the date of signing, group revenue has been materially in line with forecast, positive cash flow has been maintained and deliveries of services have not been impacted.
The directors have stress tested their forecasts and sales demand would need to fall by a significant amount before cash flow becomes an issue that they do not believe this to be probable outcome.
The directors believe the Company will continue to be a going concern.
Financial assets and financial liabilities are recognised in the Balance Sheet when the Company becomes a party to the contractual provisions of the instrument.
Financial liabilities and equity instruments issued by the Company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Financial liabilities and equity instruments issued by the Company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
The judgements, estimates and assumptions are evaluated at each reporting date and are based on historical experience as adjusted for current market conditions and other factors. Management makes estimates and assumptions concerning the future in preparing the financial statements and the actual results will not always reflect the accounting estimates made. The estimates and assumptions that had a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities of the Company are outlined below.
Impairment of fixed asset investments
Determining whether fixed fixed assets investments are impaired requires an estimation of the value in use of the cash generating units to which these assets have been allocated. The value in use calculations requires the entity to estimate the future cashflows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value.
Recoverability of intra-group loans
The Company has provided loans to its subsidiary company which are repayable on demand. Loans are impaired to their recoverable value should the counterparty not have sufficient resources to repay the loan on demand after taking all possible steps including the sale of trade and assets.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Finance Act 2021 includes legislation to increase the main rate of corporation tax from 19% to 25% from 1 April 2023. The full anticipated effect of these changes is reflected in the above deferred tax balances.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Subsidiary undertakings (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
On incorporation, the Company issued 1 ordinary share of £1 for a consideration of £1. Subsequently the company issued £1,510,000 ordinary shares at £1 each in consideration for its investment in Alpha Bidco Limited.
The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.
The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
The immediate parent undertaking is Alpha Midco 1 Limited , a company registered in England and Wales.
The ultimate parent undertaking isAlpha Topco Limited , a company registered in Guernsey. The group is managed and advised by Mayfair Equity Partners.
The largest and smallest group of undertakings for which group accounts for the period ending 31 December 2022 have been drawn up, is that headed byAlpha Midco 1 Limited. Copies of the group accounts are available from Companies House
The directors consider there to be no ultimate controlling party .
The ultimate parent undertaking is
The largest and smallest group of undertakings for which group accounts for the period ending 31 December 2022 have been drawn up, is that headed by
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