Caseware UK (AP4) 2023.0.135 2023.0.135 2023-09-302024-05-092024-05-092024-05-092023-09-302023-09-30false2022-10-01Holding company00falsefalse 13212534 2022-10-01 2023-09-30 13212534 2021-10-01 2022-09-30 13212534 2023-09-30 13212534 2022-09-30 13212534 2021-10-01 13212534 1 2022-10-01 2023-09-30 13212534 d:Director1 2022-10-01 2023-09-30 13212534 d:Director1 2023-09-30 13212534 d:Director2 2022-10-01 2023-09-30 13212534 d:Director2 2023-09-30 13212534 d:Director4 2022-10-01 2023-09-30 13212534 d:Director4 2023-09-30 13212534 d:Director5 2022-10-01 2023-09-30 13212534 d:Director5 2023-09-30 13212534 d:Director6 2022-10-01 2023-09-30 13212534 d:Director6 2023-09-30 13212534 d:Director7 2022-10-01 2023-09-30 13212534 d:Director7 2023-09-30 13212534 d:Director8 2022-10-01 2023-09-30 13212534 d:Director8 2023-09-30 13212534 d:Director9 2022-10-01 2023-09-30 13212534 d:Director9 2023-09-30 13212534 d:RegisteredOffice 2022-10-01 2023-09-30 13212534 c:PlantMachinery 2022-10-01 2023-09-30 13212534 c:MotorVehicles 2022-10-01 2023-09-30 13212534 c:ComputerEquipment 2022-10-01 2023-09-30 13212534 c:CurrentFinancialInstruments 2023-09-30 13212534 c:CurrentFinancialInstruments 2022-09-30 13212534 c:CurrentFinancialInstruments c:WithinOneYear 2023-09-30 13212534 c:CurrentFinancialInstruments c:WithinOneYear 2022-09-30 13212534 c:ShareCapital 2022-10-01 2023-09-30 13212534 c:ShareCapital 2023-09-30 13212534 c:ShareCapital 2021-10-01 2022-09-30 13212534 c:ShareCapital 2022-09-30 13212534 c:ShareCapital 2021-10-01 13212534 c:SharePremium 2022-10-01 2023-09-30 13212534 c:SharePremium 2023-09-30 13212534 c:SharePremium 2022-09-30 13212534 c:RetainedEarningsAccumulatedLosses 2022-10-01 2023-09-30 13212534 c:RetainedEarningsAccumulatedLosses 2023-09-30 13212534 c:RetainedEarningsAccumulatedLosses 2021-10-01 2022-09-30 13212534 c:RetainedEarningsAccumulatedLosses 2022-09-30 13212534 c:RetainedEarningsAccumulatedLosses 2021-10-01 13212534 d:OrdinaryShareClass1 2022-10-01 2023-09-30 13212534 d:OrdinaryShareClass1 2023-09-30 13212534 d:OrdinaryShareClass1 2022-09-30 13212534 d:OrdinaryShareClass2 2022-10-01 2023-09-30 13212534 d:OrdinaryShareClass2 2023-09-30 13212534 d:OrdinaryShareClass2 2022-09-30 13212534 d:OrdinaryShareClass3 2022-10-01 2023-09-30 13212534 d:OrdinaryShareClass3 2023-09-30 13212534 d:OrdinaryShareClass3 2022-09-30 13212534 d:FRS102 2022-10-01 2023-09-30 13212534 d:Audited 2022-10-01 2023-09-30 13212534 d:FullAccounts 2022-10-01 2023-09-30 13212534 d:PrivateLimitedCompanyLtd 2022-10-01 2023-09-30 13212534 c:Subsidiary1 2022-10-01 2023-09-30 13212534 c:Subsidiary1 1 2022-10-01 2023-09-30 13212534 c:Subsidiary2 2022-10-01 2023-09-30 13212534 c:Subsidiary2 1 2022-10-01 2023-09-30 13212534 c:Subsidiary3 2022-10-01 2023-09-30 13212534 c:Subsidiary3 1 2022-10-01 2023-09-30 13212534 c:Subsidiary4 2022-10-01 2023-09-30 13212534 c:Subsidiary4 1 2022-10-01 2023-09-30 13212534 d:Consolidated 2023-09-30 13212534 d:ConsolidatedGroupCompanyAccounts 2022-10-01 2023-09-30 13212534 2 2022-10-01 2023-09-30 13212534 4 2022-10-01 2023-09-30 13212534 6 2022-10-01 2023-09-30 13212534 c:SpecificBusinessCombination1 2022-10-01 2023-09-30 13212534 c:SpecificBusinessCombination1 2023-09-30 13212534 c:SpecificBusinessCombination1 5 2023-09-30 13212534 c:SpecificBusinessCombination1 c:CurrentFinancialInstruments 2023-09-30 13212534 f:PoundSterling 2022-10-01 2023-09-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 13212534










ALPHA GROUP TOPCO LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2023



 
ALPHA GROUP TOPCO LIMITED
 

COMPANY INFORMATION


Directors
Mr A Hulbert (resigned 24 November 2023)
Mr K Tsang (resigned 14 April 2023)
Mr D Rolfe (resigned 24 November 2023)
Mr M Rogerson (resigned 24 November 2023)
Mr S Sinclair (resigned 22 December 2022)
Mr A Holmes (appointed 14 April 2023, resigned 9 May 2024)
Mr D Richards (appointed 14 April 2023)
Mr J Clarke (appointed 9 May 2024)




Registered number
13212534



Registered office
R+ Building
2 Blagrave Street

Reading

RG1 1AZ




Independent auditor
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

2 Chawley Park

Cumnor Hill

Oxford

Oxfordshire

OX2 9GG





 
ALPHA GROUP TOPCO LIMITED
 

CONTENTS



Page
Group strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Consolidated statement of comprehensive income
10
Consolidated balance sheet
11
Company balance sheet
12
Consolidated statement of changes in equity
13
Company statement of changes in equity
14
Consolidated statement of cash flows
15
Consolidated analysis of net debt
16
Notes to the financial statements
17 - 36


 
ALPHA GROUP TOPCO LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023

Introduction
 
The directors present their strategic report for the year ended 30 September 2023.

Business review
 
Pareto Facilities Management Limited (hereafter "the Company") is a facilities services provider predominantly servicing high end commercial office space, museums and public attractions. The Company offers a broad range of facilities management services to its clients including mechanical and electrical maintenance, building and fabric maintenance, reception services, cleaning, security, catering and facilities project management. This is achieved via a combination of in-house and outsourced services. The business is predominantly based in the UK however, it has operations in a number of international locations, but mostly European, where it services clients who already have operations in the UK.
The Company’s performance was strong in the financial year which is evidenced by the continued growth in revenue of 32.4% year on year from £31.9m to £42.3m. This growth was driven by the addition of 40 new contracts in the year as well as expansion in the existing customer contracts. The growth in revenue enabled the Company to continue to invest in human capital and this saw its staff numbers increase by 111% percent from 220 to 465. The Company reports a gender split of 50/50 across both the business and the Senior Leadership team as well as promoting significant diversity with colleagues from 40 nationalities. We are proud that we are a 100% Living Wage employer and enjoyed a 100% retention rate across the senior leadership team which is unique within the FM industry.
As well as securing new contracts in the year, the business continues to invest in strengthening and widening its management team to accommodate continued growth.
Since the year end, the Company was sold by its main shareholders of NVM and Andrew Hulbert to Pictet for a total of £62.5m. Pictet are a Swiss multinational private bank and financial services company headquartered in Geneva, Switzerland and their support and investment in the business will help it to continue to develop and grow.
ED&I and Thought Leadership
Increased activity in ED&I thought leadership led to two senior directors joining the ED&I committee within IWFM. Since year-end, one director has become co-chair of LGBT+in FM. The other director’s commitment to championing Neurodiversity initiated the return of the #FM10 campaign, encouraging industry-wide participation in physical activity to support mental wellbeing. This initiative fostered team cohesion and industry-wide participation, culminating in the Company’s sponsorship of The Shrewsbury Half Marathon in 2023, offering free places to employees, benefiting local charities, and promoting community involvement.
White Paper Launch
2023 saw the launch of a White Paper Series ai:10, a monthly series harnessing the power of Artificial Intelligence to condense complex work-based subjects into under 10-minute reads.
Employee Engagement
In 2022 and again in 2023, as part of our commitment to helping employees be happier, healthier, and higher performing at work, all employees were invited to participate in the SHAPE survey, the System for Health, Attendance, Productivity, and Engagement.
ESG Initiatives
2023 marked the launch of the Company’s ESGM consultancy, aimed at supporting clients and suppliers on their ESG journey.


 
Page 1

 
ALPHA GROUP TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023

Social Initiatives
In 2023, the Company reviewed and launched family-friendly policies, including specific policies for Menopause, Maternity, Paternity, Bereavement, and Transition, exceeding government statutory requirements. The Company became members of EDAC (Employers Domestic Abuse Covenant) and NIB (Neurodiversity in Business), achieving Disability Confident employer status. The "More Than Just FM" photography series was launched to celebrate employees' passions and talents outside the FM industry.
Campaigns and Community Engagement
During June, Pareto’s Pride campaign promoted allyship, with the book "Being an Ally" distributed to all employees. September saw the return of the charity skydive, raising over £2000 for The Trussell Trust. During Black History Month in October, the Company arranged an event to celebrate the occasion with IWFM risings. December saw the launch of "Pareto Gives Back," where donations were encouraged through a Just Giving page, raising £2000 for The Trussell Trust. The Company also supported national campaigns including National Fertility Awareness Week, Mental Health Day and Week, and World Suicide Prevention Day.
Mental Health First Aid (MHFA) and Training
In 2023, the Company invested in further training, leading to the certification of over 25 MHFAs across the business, with joint campaigns both internally and externally.
Tomorrow Meets Today Charity Event
The event relaunched in 2023, aimed at attracting people under thirty-four, providing a unique opportunity to meet diverse leaders within the industry.
Sustainability Initiatives
Ongoing sustainability efforts included planting 1000 trees and removing 52kg of plastic from the ocean. The YuLife app allowed colleagues to contribute to tree planting through wellbeing activities.
Carbon Footprint Reduction
In 2023, the Company attained carbon-neutral status, offsetting residual Scope 1 and 2 carbon emissions through investment in global regeneration projects. Following this report, the Company moved to invest in projects closer to home, focusing on UK biodiversity. The Company owns 35 vehicles, this includes 10 electric vehicles and a mixture of diesel and petrol. The Company rolled out a salary sacrifice scheme for hybrid and electric vehicles through partnership with Tusker Cars and began to offset business travel impact through COCO+ the business travel platform
Partnership with Wild Maidenhead
The Company partnered with Wild Maidenhead, investing £1000 in plants and structures to create a wild garden, with implementation supported by employee volunteers

Page 2

 
ALPHA GROUP TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023

Principal risks and uncertainties
 
The key business risks are set out below. Risks are carefully considered by the board and mitigated appropriately.
Market risk
The principal market risk is around the future of the office workspace. The fall-out from the Covid-19 pandemic continues to prompt organisations to reconsider the size, scope and location of their workspaces. Initially, this posed challenges as clients looked to reduce, change or move their workspace footprint. However, this year we are observing a trend towards increased office presence compelling organisations to adapt their workplaces to attract people back into the workplace. As ever, the Company is well positioned to support clients in this transition thanks to our agile model that allows us to quickly and effectively respond to client needs. Our agility, recognised as a competitive advantage during the pandemic, continues to enable us to gain market share amid further workplace disruptions.
Loss of customer risk
The Company’s main risks and uncertainties are customer related, such as loss of a key customer. This is mitigated by delivering high quality services, typically through multiple year service contracts.
Financial risk management
Credit risk
Credit risk is managed through appropriate credit checking of our customers and management of customer payments to ensure they are in line with contractual terms.
Liquidity risk
The Group seeks to manage risks to ensure sufficient liquidity is available to meet future needs and ensure loan repayments are made on time. The directors monitor cash flow regularly to identify at any potential short-term funding issues early. This includes securing a term funding facility post-balance sheet date of £16m to funding future growth and working capital requirements.
Currency risk
The Group is exposed to foreign exchange risk in connection with its ongoing operating activities, which are transacted in British pounds and Euro’s. To help minimise foreign exchange risk, the Group operates bank accounts in these currencies.

Financial key performance indicators
 
One of the most important aspects of managing services and the business related to the cash position and the Company has comfortably managed its cash position during the year. Other key indicators include revenue, noted in the business review above, and underlying EBITDA adjusted for exceptional items which had increased in the year from £2.3m to £3.3m. Sales turnover has grown strongly at 32.4%. Importantly, EBITDA has also grown, reflecting the effective delivery of services to maintain profitability on existing contracts, as well as the impact of new business won, ensuring a successful year.


This report was approved by the board and signed on its behalf.


Mr J Clarke
Director

Date: 7 October 2024

Page 3

 
ALPHA GROUP TOPCO LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023

The directors present their report and the financial statements for the year ended 30 September 2023.

Results and dividends

The loss for the year, after taxation, amounted to £707,833 (2022 - loss £831,430).

Directors

The directors who served during the year were:

Mr A Hulbert (resigned 24 November 2023)
Mr K Tsang (resigned 14 April 2023)
Mr D Rolfe (resigned 24 November 2023)
Mr M Rogerson (resigned 24 November 2023)
Mr S Sinclair (resigned 22 December 2022)
Mr A Holmes (appointed 14 April 2023, resigned 9 May 2024)
Mr D Richards (appointed 14 April 2023)

Future developments

The directors anticipate the business environment will remain competitive, however, the Group is in a good financial position and that the business risks are being well managed. We will continue to focus on maintaining the organic revenue growth through bidding and winning new contracts and while retaining our existing work. Following the change in ownership this is likely to be complemented with carefully considered acquisitions as the opportunity arises. These are likely to be in niche’s of our service offering that we either currently subcontract or do not currently offer and this will continue to enhance the service quality for our customers. Through this careful and considered approach the directors are confident of the continued profitable success of the business.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the 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 and the Group's auditor is aware of that information.

Post balance sheet events

On 24 November 2023, the Group were acquired by The Pictet Group. As part of this acquisition the existing loans were fully repaid and new loans totalling £16 million were obtained. 

Auditor

The auditor, James Cowper Kreston Auditwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 4

 
ALPHA GROUP TOPCO LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023

This report was approved by the board and signed on its behalf.
 





Mr J Clarke
Director

Date: 7 October 2024

Page 5

 
ALPHA GROUP TOPCO LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2023

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 the Group 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 for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;


prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 6

 
ALPHA GROUP TOPCO LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ALPHA GROUP TOPCO LIMITED
 

Opinion


We have audited the financial statements of Alpha Group Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 September 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 of the parent Company's affairs as at 30 September 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's 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 United Kingdom, including the Financial Reporting Council'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 or the parent 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.


Page 7

 
ALPHA GROUP TOPCO LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ALPHA GROUP TOPCO LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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 Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the 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 the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


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 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 Directors' responsibilities statement set out on page 6, 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.


Page 8

 
ALPHA GROUP TOPCO LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ALPHA GROUP TOPCO 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 Group financial statements.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:

Enquiry of management and those charged with governance around actual and potential litigation and claims;
Enquiry of management and those charged with governance to identify any material instances of non-compliance with laws and regulations;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside of the normal course of business and reviewing accounting estimates for evidence of bias.


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.


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 2006Our 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.




James Pitt BA BFP FCA (Senior Statutory Auditor)
for and on behalf of
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor
2 Chawley Park
Cumnor Hill
Oxford
Oxfordshire
OX2 9GG

8 October 2024
Page 9

 
ALPHA GROUP TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
42,280,174
31,932,832

Cost of sales
  
(36,977,958)
(28,192,390)

Gross profit
  
5,302,216
3,740,442

Administrative expenses
  
(4,070,724)
(2,599,560)

Exceptional administrative expenses
 5 
-
(384,920)

Operating profit
 6 
1,231,492
755,962

Interest receivable and similar income
  
10,069
-

Interest payable and similar expenses
 11 
(1,380,636)
(1,196,725)

Loss before taxation
  
(139,075)
(440,763)

Tax on loss
 12 
(568,758)
(390,667)

Loss for the financial year
  
(707,833)
(831,430)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(707,833)
(831,430)

  
(707,833)
(831,430)

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 17 to 36 form part of these financial statements.

Page 10

 
ALPHA GROUP TOPCO LIMITED
REGISTERED NUMBER: 13212534

CONSOLIDATED BALANCE SHEET
AS AT 30 SEPTEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 13 
14,875,610
13,227,369

Tangible assets
 14 
191,930
86,728

  
15,067,540
13,314,097

Current assets
  

Debtors: amounts falling due within one year
 16 
8,118,799
5,673,070

Cash at bank and in hand
  
3,109,831
3,711,338

  
11,228,630
9,384,408

Creditors: amounts falling due within one year
 18 
(12,691,303)
(8,865,602)

Net current (liabilities)/assets
  
 
 
(1,462,673)
 
 
518,806

Total assets less current liabilities
  
13,604,867
13,832,903

Creditors: amounts falling due after more than one year
 19 
(15,384,345)
(15,050,535)

Provisions for liabilities
  

Deferred taxation
 22 
(12,301)
(3,354)

  
 
 
(12,301)
 
 
(3,354)

Net liabilities
  
(1,791,779)
(1,220,986)


Capital and reserves
  

Called up share capital 
 23 
100,000
98,000

Share premium account
 24 
135,040
-

Profit and loss account
 24 
(2,026,819)
(1,318,986)

Equity attributable to owners of the parent Company
  
(1,791,779)
(1,220,986)

  
(1,791,779)
(1,220,986)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


Mr J Clarke
Director

Date: 7 October 2024

The notes on pages 17 to 36 form part of these financial statements.

Page 11

 
ALPHA GROUP TOPCO LIMITED
REGISTERED NUMBER: 13212534

COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 15 
1
1

  
1
1

Current assets
  

Debtors: amounts falling due within one year
 16 
122,321
109,394

  
122,321
109,394

Creditors: amounts falling due within one year
 18 
(1,517)
-

Net current assets
  
 
 
120,804
 
 
109,394

Total assets less current liabilities
  
120,805
109,395

  

  

Net assets
  
120,805
109,395


Capital and reserves
  

Called up share capital 
 23 
100,000
98,000

Share premium account
 24 
135,040
-

Profit and loss account
 24 
(114,235)
11,395

  
120,805
109,395


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


Mr J Clarke
Director

Date: 7 October 2024

The notes on pages 17 to 36 form part of these financial statements.

Page 12

 
ALPHA GROUP TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£

At 1 October 2022
98,000
-
(1,318,986)
(1,220,986)
(1,220,986)



Loss for the year
-
-
(707,833)
(707,833)
(707,833)

Shares issued during the year
2,000
135,040
-
137,040
137,040


At 30 September 2023
100,000
135,040
(2,026,819)
(1,791,779)
(1,791,779)


The notes on pages 17 to 36 form part of these financial statements.


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2022


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£

At 1 October 2021
94,500
(487,556)
(393,056)
(393,056)



Loss for the year
-
(831,430)
(831,430)
(831,430)

Shares issued during the year
3,500
-
3,500
3,500


At 30 September 2022
98,000
(1,318,986)
(1,220,986)
(1,220,986)


The notes on pages 17 to 36 form part of these financial statements.

Page 13

 
ALPHA GROUP TOPCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 October 2022
98,000
-
11,395
109,395



Loss for the year
-
-
(125,630)
(125,630)

Shares issued during the year
2,000
135,040
-
137,040


At 30 September 2023
100,000
135,040
(114,235)
120,805


The notes on pages 17 to 36 form part of these financial statements.


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2022


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 October 2021
94,500
4,069
98,569



Profit for the year
-
7,326
7,326

Shares issued during the year
3,500
-
3,500


At 30 September 2022
98,000
11,395
109,395


The notes on pages 17 to 36 form part of these financial statements.

Page 14

 
ALPHA GROUP TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(707,833)
(831,430)

Adjustments for:

Amortisation of intangible assets
1,981,495
1,572,635

Depreciation of tangible assets
42,612
6,119

Interest paid
1,380,636
1,196,725

Interest received
(10,069)
-

Taxation charge
559,811
390,667

(Increase) in debtors
(2,445,729)
(1,964,517)

Increase in creditors
3,576,278
2,612,246

Corporation tax (paid)
(520,583)
(184,516)

Share based payment
132,040
-

Net cash generated from operating activities

3,988,658
2,797,929


Cash flows from investing activities

Purchase of tangible fixed assets
(131,641)
(91,899)

Purchase of fixed asset investments (net of cash acquired on acquisition)
(3,630,150)
-

Net cash from investing activities

(3,761,791)
(91,899)

Cash flows from financing activities

Issue of ordinary shares
5,000
3,500

Repayment of loans
413,231
(294,881)

Interest paid
(1,246,605)
(595,434)

Net cash used in financing activities
(828,374)
(886,815)

Net (decrease)/increase in cash and cash equivalents
(601,507)
1,819,215

Cash and cash equivalents at beginning of year
3,711,338
1,892,123

Cash and cash equivalents at the end of year
3,109,831
3,711,338


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
3,109,831
3,711,338

3,109,831
3,711,338


The notes on pages 17 to 36 form part of these financial statements.

Page 15

 
ALPHA GROUP TOPCO LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 SEPTEMBER 2023





At 1 October 2022
Cash flows
Cash acquired on acquisition
At 30 September 2023
£

£

£

£

Cash at bank and in hand

3,711,338

(794,063)

192,556

3,109,831

Debt due after 1 year

(15,050,535)

(333,810)

-

(15,384,345)

Debt due within 1 year

(1,741,107)

(213,452)

-

(1,954,559)


(13,080,304)
(1,341,325)
192,556
(14,229,073)

The notes on pages 17 to 36 form part of these financial statements.

Page 16

 
ALPHA GROUP TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

1.


General information

Alpha Group Topco Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.Accounting policies

 
2.1

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 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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

  
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 17

 
ALPHA GROUP TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements have been prepared on the basis of accounting policies applicable to a going concern. 
The Group has generated an EBITDA of £3,255,599 during the period ended 30 September 2023 (2022- £2,334,716), has a net current liability as at 30 September 2023 of £1,462,673 (2022- net current asset of £518,806) and a net liabilities of £1,791,779 (2022- £1,220,986). 
The Group has bank borrowings subject to various covenants which have not been breached in the period. The forecasts prepared show that Group will meet its financial covenants for at least 12 months from the signing of the financial statements. There have been new loans received after the year end, the Group forecasts that covenants associated with these loans will also be met for at least 12 months from the signing date of the financial statements.
The Group has considered the expected financial performance, current financial position, existing financial resources and compliance with borrowing covenants for a period of at least 12 months from the date of signing of the financial statements which show the Group and Company to be a going concern.
Based on the above, The directors are of the opinion that the going concern principle is applicable and that the Group have the necessary resources to continue as a going concern for the foreseeable future. 

 
2.4

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 except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 18

 
ALPHA GROUP TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

When the outcome of the transaction involving the rendering of services cannot be estimated reliably, the Group recognises revenue only to the extent of the expenses recognised that it is probable will be recovered.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.


Page 19

 
ALPHA GROUP TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)

 
2.9

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 and the Group operate and generate 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

  
2.10

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

 
2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 20

 
ALPHA GROUP TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)


2.12
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line or reducing balance methods..

Depreciation is provided on the following basis:

Plant and machinery
-
15%
Reducing balance
Motor vehicles
-
25%
Reducing balance
Computer equipment
-
33%
Straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

  
2.17

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date

Page 21

 
ALPHA GROUP TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.19

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the
Page 22

 
ALPHA GROUP TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)


2.19
Financial instruments (continued)

present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amount reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effects on amounts recognised in the financial statements.
Goodwill useful economic life

Management recognised goodwill for the consideration paid in excess of the fair value of net assets acquired under the purchase method. Management are unable to reliably estimate the useful economic life of the existing goodwill acquired on acquisition and therefore goodwill is being amortised between 6-10 years in accordance with FRS 102. 
Principal Vs Agent

Management has considerered each sales contract and whether it is exposed to the significant risks and rewards associated with the rendering of services. Management consider the Company to be acting as a principal in relation to all sales contracts.


Page 23

 
ALPHA GROUP TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

4.


Turnover

Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
39,390,180
29,236,565

Rest of Europe
2,889,994
2,696,267

42,280,174
31,932,832



5.


Exceptional items

2023
2022
£
£


Bad debt expense
-
384,920

-
384,920

The bad debt expense is an exceptional item by virtue of its size in relation to one customer.


6.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Exchange differences
8,912
(17,603)

Depreciation
42,612
6,119

Amortisation
1,981,495
1,572,635


7.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor:


2023
2022
£
£

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
37,000
34,000

Page 24

 
ALPHA GROUP TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
11,454,895
7,822,302
-
-

Social security costs
1,049,645
751,047
-
-

Cost of defined contribution scheme
269,756
205,758
-
-

12,774,296
8,779,107
-
-


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Employees
408
220

The Company has no employees other than the directors, who did not receive any remuneration (2022 - £NIL)

9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
239,575
218,124

Group contributions to defined contribution pension schemes
15,284
21,500

254,859
239,624


During the year retirement benefits were accruing to 2 directors (2022 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £93,193 (2022 - £127,090).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £2,025 (2022 - £12,500).


10.


Interest receivable

2023
2022
£
£


Other interest receivable
10,069
-

10,069
-

Page 25

 
ALPHA GROUP TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

11.


Interest payable and similar expenses

2023
2022
£
£


Other loan interest payable
1,380,636
1,196,725

1,380,636
1,196,725


12.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
559,811
384,101


Total current tax
559,811
384,101


Origination and reversal of timing differences
8,947
4,990

Changes to tax rates
-
1,576

Total deferred tax
8,947
6,566


Taxation on profit on ordinary activities
568,758
390,667

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 22.01% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(139,075)
(440,763)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 22.01% (2022 - 19%)
(30,610)
(83,745)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
379,710
298,801

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
165,465
177,288

Other differences leading to an increase (decrease) in the tax charge
54,193
(1,677)

Total tax charge for the year
568,758
390,667


Factors that may affect future tax charges

Page 26

 
ALPHA GROUP TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
 
12.Taxation (continued)

There were no factors that may affect future tax charges.


13.


Intangible assets

Group and Company





Goodwill

£



Cost


At 1 October 2022
15,726,351


Additions
3,629,736



At 30 September 2023

19,356,087



Amortisation


At 1 October 2022
2,498,982


Charge for the year on owned assets
1,981,495



At 30 September 2023

4,480,477



Net book value



At 30 September 2023
14,875,610



At 30 September 2022
13,227,369



Page 27

 
ALPHA GROUP TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

14.


Tangible fixed assets

Group






Plant and machinery
Motor vehicles
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 October 2022
-
38,826
62,235
101,061


Additions
35,000
69,081
27,560
131,641


Acquisition of subsidiary
17,022
13,106
217
30,345


Disposals
-
(49,589)
-
(49,589)



At 30 September 2023

52,022
71,424
90,012
213,458



Depreciation


At 1 October 2022
-
4,963
9,370
14,333


Charge for the year on owned assets
2,692
18,287
21,633
42,612


Disposals
-
(35,417)
-
(35,417)



At 30 September 2023

2,692
(12,167)
31,003
21,528



Net book value



At 30 September 2023
49,330
83,591
59,009
191,930



At 30 September 2022
-
33,863
52,865
86,728

Page 28

 
ALPHA GROUP TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 October 2022
1



At 30 September 2023
1





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Alpha Group Midco Limited
R+ Building, 2 Blagrave Street, Reading, RG1 1AZ
Ordinary
  100%
Alpha Group Bidco Limited*
R+ Building, 2 Blagrave Street, Reading, RG1 1AZ
Ordinary
100%
Pareto Facilities Management Limited*
R+ Building, 2 Blagrave Street, Reading, RG1 1AZ
Ordinary
100%
Support Maintenance Services Limited*
R+ Building, 2 Blagrave Street, Reading, RG1 1AZ
Ordinary
100%

* Indirect subsidiary

Page 29

 
ALPHA GROUP TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

16.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
7,337,264
5,045,879
-
-

Amounts owed by group undertakings
-
-
122,307
109,393

Other debtors
46,979
56,872
14
1

Prepayments and accrued income
734,556
570,319
-
-

8,118,799
5,673,070
122,321
109,394


Amounts owed by group undertakings have interest charged at 8% per annum and there are no fixed dates for repayment.


17.


Cash and cash equivalents

Group
Group
2023
2022
£
£

Cash at bank and in hand
3,109,831
3,711,338

3,109,831
3,711,338



18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
699,385
619,964
-
-

Loan notes
1,255,174
1,121,143
-
-

Trade creditors
5,090,026
4,354,925
-
-

Corporation tax
429,390
390,162
1,517
-

Other taxation and social security
989,498
729,558
-
-

Other creditors
1,993,083
76,220
-
-

Accruals and deferred income
2,234,747
1,573,630
-
-

12,691,303
8,865,602
1,517
-


Page 30

 
ALPHA GROUP TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

19.


Creditors: Amounts falling due after more than one year

Group
Group
2023
2022
£
£

Bank loans
4,277,845
3,944,035

Loan notes
11,106,500
11,106,500

15,384,345
15,050,535


See note 20 for details on securities of loans. 


20.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2023
2022
£
£

Amounts falling due within one year

Bank loan
699,385
619,964

Loan notes
1,255,174
1,121,143


1,954,559
1,741,107

Amounts falling due 1-2 years

Bank loan
4,277,845
3,944,035

Loan notes
11,106,500
11,106,500


15,384,345
15,050,535



17,338,904
16,791,642


The Bank loan and Loan notes are secured by way of fixed and floating charges over the assets of the group.
The Bank loan is repayable over 5 years and incurs interest at a fixed rate of 6.25%.
Loan notes consist of loans from NVM Private Equity LLP and Management Loan Notes which incur interest at a rate of 8% and repayable in 5 years time.
Post year end, the loans were full repaid as part of the Group being acquired. See note 29 for further detail. 

Page 31

 
ALPHA GROUP TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

21.


Financial instruments

Group
Group
2023
2022
£
£

Financial assets

Cash and cash equivalents
3,109,831
3,711,338

Financial assets measured at amortised cost
7,899,806
5,119,115

11,009,637
8,830,453


Fiancial liabilities

Financial liabilities measured at amortised cost
(26,217,462)
(22,493,402)


Financial assets measured at amortised cost comprise of trade receivables, accrued income and deposits. 
Financial liabilities measured at amortised cost comprise of trade creditors, loans and accruals. 


22.


Deferred taxation


Group



2023


£






At beginning of year
(3,354)


Charged to profit or loss
(8,947)



At end of year
(12,301)

Group
Group
2023
2022
£
£

Accelerated capital allowances
(39,185)
(19,380)

Short term timing differences
26,884
16,026

(12,301)
(3,354)

Page 32

 
ALPHA GROUP TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

23.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



57,000 (2022 - 57,000) Ordinary A shares of £1.00 each
57,000
57,000
24,430 (2022 - 24,430) Ordinary B shares of £1.00 each
24,430
24,430
18,570 (2022 - 16,570) Ordinary C shares of £1.00 each
18,570
16,570

100,000

98,000


On 5 April 2023, 2,000 ordinay C shares were issued for a total consideration of £5,000.


24.


Reserves

Share premium account

Share premium is the amount received for share capital in excess of their nominal value.

Profit and loss account

The profit & loss account is a Company's accumulated profit/loss up to the date of the balance sheet.

Page 33

 
ALPHA GROUP TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

25.
 

Business combinations

On 24 January 2023, the Group acquired 100% of the issued share capital of Support Maintenance Services Limited.
Details of the purchase consideration, the net assets acquired and goodwill are as follows:

Acquisition of Pareto Facilities Management Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
39,073
-
39,073

39,073
-
39,073

Current Assets

Debtors
502,548
-
502,548

Cash at bank and in hand
192,556
-
192,556

Total Assets
734,177
-
734,177

Creditors

Due within one year
(541,207)
-
(541,207)

Total Identifiable net assets
192,970
-
192,970


Goodwill
3,629,736

Total purchase consideration
3,822,706

Consideration

£


Cash
1,724,000

Deferred consideration
1,300,000

Contingent consideration
600,000

Directly attributable costs
198,706

Total purchase consideration
3,822,706

Page 34

 
ALPHA GROUP TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

25.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
1,724,000

Directly attributable costs
198,706

1,922,706

Less: Cash and cash equivalents acquired
(192,556)

Net cash outflow on acquisition
1,730,150

The results of Support Maintenance Services Limited since acquisition are as follows:

Current period since acquisition
£

Turnover
897,384

Profit for the period since acquisition
296,445

On 30 April 2023, the trade and assets were hived up to their immediate parent company, Pareto Facilities Management Limited on 30 April 2023.


26.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents  contributions  payable  by  the  Group to  the  fund  and  amounted  to  £269,756 (2022 - £205,758). Contributions totalling £89,208 (2022 - £64,586) were payable to the fund at the balance sheet date and are included in creditors.


27.


Commitments under operating leases

At 30 September 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
72,790
32,333

Later than 1 year and not later than 5 years
38,800
38,800

111,590
71,133
Page 35

 
ALPHA GROUP TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

28.


Related party transactions

The Company has taken the exemption under Section 33 of FRS 102 not to disclose transactions with wholly owned group companies.
During the year the Group paid monitoring fees of £107,207 (2022: £100,000) to an entity with control over the Group. There were no amounts outstanding at the year end (2022: £Nil).


29.


Post balance sheet events

On 24 November 2023, the Group were acquired by The Pictet Group. As part of this acquisition, the existing borrowings were settled and new loans totalling £16 million were recieved. 


30.


Controlling party

On 24th November 2023, there was a change in ownership of Pareto Facilities Management Limited whereby the ultimate controlling entity changed from NVM II GP LLP to Juran Bidco Limited.
In the opinion of the directors, the ultimate controlling party until the 24th November 2023 was NVM III GP LLP, incorporated in England and Wales, by virtue of its position as a general partner of the NVM Private Equity Vintage III L.P. fund. The registered office of NVM III GP LLP is 32 Gallowgate, Newcastle Upon Tyne, Tyne and Wear, NE1 4SN.
Since the 24th November 2023 the directors believe the ultimate controlling entity to be Juran Bidco Limited, incorporated in England and Wales. The registered office of Juran Bidco Limited is Stratton House 3rd Floor, Startton Street, London, W1J 8LA.

Page 36