The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

Flourish Hub Group Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Switch House, Suite B2, First Floor, Northern Perimeter Road, Bootle, Liverpool, L30 7PT.

This is the company's first financial reporting period, it has been extended to align with the reporting periods of the rest of the group. The reporting period of these financial statements is from its incorporation date of 6 April 2023 to 31 July 2024.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under the small companies regime, as defined by the Companies Act 2006, to not prepare consolidated accounts. This is because the group in which it heads qualifies as small. The financial statements present information about the company as an individual entity and not about its group.

Flourish Hub Group Ltd is a wholly owned subsidiary of Progress Group Holdings Limited and the results of Flourish Hub Group Ltd and its subsidaries are included in the consolidated financial statements of Progress Group Holdings Limited which are available from Switch House Suite B2, First Floor Northern Perimeter Road, Bootle, United Kingdom, L30 7PT, and at Companies House.

At the time of approving the financial statements, the directors have a reasonable expectation that, with the support of its immediate and ultimate parent company and main funder, the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

At 31 July 2024, the Company is in an overall loss making position after accounting for accrued interest on loans. After making enquiries and reviewing forecast results after the balance sheet date, which include profit and loss, balance sheet and cash flow forecasts for the period up to at least the financial year ending 31 July 2026; the Directors have a reasonable expectation that the Company has adequate access to financial resources from its group undertakings to continue in existence for a period of at least 12 months following approval of the financial statements.

At the balance sheet date, a waiver is in place against repayment of capital on the main loan provided by Bankers Life Insurance Company, for an unlimited period, but to at least June 2025 when payments are forecast to be recommence. Furthermore, repayment of accrued interest has been waived until at least April 2026. The Directors have received written support from external funding providers and the Parent Company, confirming that there is no intention to withdraw or recall outstanding finance for a period of at least 12 months following approval of the financial statements.

Based upon the above enquiries, waivers and support of its funders and parent company, the Directors are confident that the financial statements can adopt the going concern basis of preparation.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

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

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

All financial assets are considered to be basic financial assets.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

All financial liabilities are considered to be basic financial liabilities.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

The average monthly number of persons (excluding directors) employed by the company during the period was:

The company has no employees. The Directors are not formally employed under a service agreement and have not received any remuneration or other expenses from the company in the period. Directors are remunerated through other group companies.

On 14 April 2023 the company acquired the share capital of Flourish Learning Limited and AC Education (Holdings) Limited for £12,125,287. On 23 November 2023 the company subscribed for shares in Flourish Works Ltd (formerly MyWorkMode Limited) for £494,447. On 31 July 2024 the company purchased additional share capital of £6,125,302 in Flourish Learning Limited in exchange for the trade and assets of AC Education (Holdings) Limited and AC Education Limited disposed of at a value of £6,125,207.

Details of the company's subsidiaries at 31 July 2024 are as follows:

Registered office addresses (all UK unless otherwise indicated):

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

Other creditors falling due within one year comprise a group loan facility provided by the ultimate worldwide parent company at the balance sheet date totalling £165,000 (2023: £nil) due within one year,  due to Bankers Life Insurance Company (a company registered in the United States of America).  Interest is paid quarterly in arrears at a rate of 6% flat rate from 31 July 2023, in line with the 4th and 6th amended loan agreements respectively.  The group loan facility is due to be repaid in quarterly instalments of £165,000 until 31 December 2032 with any outstanding principal amounts being repaid in full on 31 March 2033.  At the balance sheet date, both capital and interest repayments were waived until June 2025 and April 2026 respectively.

Other creditors includes a loan from the parent undertaking Progress Group Holdings Limited of £6,832,749, with annual interest payable at 5% above Base Rate. The remaining balance of £6,907,740 is part of a group loan facility provided by the ultimate worldwide parent company at the balance sheet date, Bankers Life Insurance Company (a company registered in the United States of America). Interest is paid quarterly in arrears at a rate of 5% above the Bank of England base rate from 14 April 2023 and 6% flat rate interest from 31 July 2023, in line with the 4th and 6th amended loan agreements respectively. The group loan facility is due to be repaid in quarterly instalments of £165,000 until 31 December 2032 with any outstanding principal amounts being repaid in full on 31 March 2033. At the balance sheet date, both capital and interest repayments were waived until June 2025 and April 2026 respectively.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

The Company has given security to its previous ultimate beneficial owner Bankers Life Insurance Company dated 14 April 2023 by way of a fixed and floating charge over all freehold, leasehold or immoveable property, as well as trademarks, to which the Company had at the date of instrument or may subsequently acquire.

On 4 March 2025, PGHL Topco Limited acquired the entire share capital of Progress Group Holdings Limited (the ultimate parent company in the UK) in a share-for-share exchange resulting in PGHL Topco Limited becoming the ultimate UK parent company from this date onwards.

The Company has taken advantage of the exemption within FRS 102 paragraph 33.1A regarding disclosing transactions with fellow wholly owned group Companies, on the basis that its results are consolidated in the results of its ultimate UK Parent Company Progress Group Holdings Limited (a company incorporated in England & Wales).

Included within creditors is a balance of £7,072,470 owed to the ultimate worldwide parent company at the year end, Bankers Life Insurance Company (a company incorporated in the United States of America) £165,000 of this balance is shown as due within one year with the remaining balance due in more than one year. During the year £nil of interest was paid on this loan and at the balance sheet date £606,555 is accrued in respect of unpaid interest.

As at 31 July 2024 the ultimate UK parent Company is Progress Group Holdings Limited; a Company incorporated in England & Wales. The ultimate worldwide parent company is Bankers Life Insurance Company, a company incorporated in the United States of America. Consolidated financial statements are prepared by Progress Group Holdings Limited, in which this Company is included. These financial statements can be obtained from Switch House Suite B2, First Floor Northern Perimeter Road, Bootle, United Kingdom, L30 7PT, and at Companies House.

As per note 10 of the financial statements, the Company's ultimate UK parent was acquired on 4 March 2025 through a share-for-share exchange to facilitate a refinance exercise. Consequently, from this date, the Company's ultimate parent company became PGHL Topco Limited, with its registered office at Switch House Suite B2, First Floor Northern Perimeter Road, Bootle, United Kingdom, L30 7PT.

As a result of the change in ownership on 4 March 2025, as detailed in note 10 and 12 of the financial statements, the Company's ultimate controlling party is considered to be the Directors Mr E Price and Ms J Worthington due to their combined majority shareholding and voting rights in PGHL Topco Limited, and their day-to-day executive roles. At this same date, following a restructure of shareholdings and financing of the wider group, the previous ultimate worldwide parent company, Bankers Life Insurance Company, ceased to be the beneficial owner and ultimate controlling party.