Company registration number 06332638 (England and Wales)
AC EDUCATION LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
PAGES FOR FILING WITH REGISTRAR
AC EDUCATION LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
AC EDUCATION LIMITED
BALANCE SHEET
AS AT
31 JULY 2024
31 July 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
3
-
0
84,680
Tangible assets
4
-
0
10,698
-
0
95,378
Current assets
Debtors
5
2
129,990
Cash at bank and in hand
-
0
899,064
2
1,029,054
Creditors: amounts falling due within one year
6
-
0
(1,088,032)
Net current assets/(liabilities)
2
(58,978)
Total assets less current liabilities
2
36,400
Provisions for liabilities
-
0
(13,220)
Net assets
2
23,180
Capital and reserves
Called up share capital
2
2
Profit and loss reserves
-
0
23,178
Total equity
2
23,180

The notes on pages 8 to 15 form part of these financial statements.

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.

The financial statements were approved by the board of directors and authorised for issue on 4 April 2025 and are signed on its behalf by:
Mr E Price
Director
Company registration number 06332638 (England and Wales)
AC EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
- 2 -
1
Accounting policies
Company information

AC Education Limited 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, L30 7PT.

1.1
Reporting period

The current reporting period represents a 12-month period to 31 July 2024. The prior period to 31 July 2023 was extended to 16 months to bring the accounting year end in line with the academic year and that of the wider group. As a result of this, the comparative amounts shown in these financial statements (including the related notes) are not entirely comparable.

1.2
Accounting convention

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.

1.3
Going concern

At the time of approving the financial statements, the company is dormant following the transfer of all trade and assets/liabilities in AC Education Limited up to its immediate parent company, Flourish Learning Ltd; following a formal hive up and merger process with effect from 31 July 2024. As such, the financial statements are presented on the basis of discontinued operations on completion of the merger. However, as the directors do not presently intend to formally liquidate the company, the financial statements are prepared on the going concern basis of preparation.true

 

1.4
Turnover

Revenue is measured at the fair value of the consideration received or receivable, net of VAT or any discounts. Revenue is earned from the rendering of services (Online eLearning, Attachment Programmes, Webinars, Diplomas, Education and Face to Face courses).

 

The services which the company provide can be split into two distinct categories for the purpose of revenue recognition:

 

Access to online learning

 

Revenue received or receivable from access to online learning is recognised on a straight line basis over 12 months, or longer, if circumstances arise whereby the services are not delivered in the initial 12 month period.

 

Face to Face / Webinars

 

Revenue received or receivable from face to face or webinar courses is recognised in full upon completion of the course.

AC EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 3 -
1.5
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.6
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Gross pay, employers national insurance and employers pension of staff allocated to development of new courses is capitalised in development costs, in line with FRS102 paragraph 18.10B.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
3 years straight line
Development costs
3 years straight line
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
3 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.8
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

AC EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 4 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.9
Cash and cash equivalents

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

1.10
Financial instruments

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

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.

Other financial assets

All financial assets are considered to be basic financial assets.

Impairment of 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.

AC EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 5 -
Derecognition of financial assets

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.

Classification of financial liabilities

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

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.

Other financial liabilities

All financial liabilities are considered to be basic financial liabilities.

Derecognition of financial liabilities

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

1.11
Equity instruments

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.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

AC EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 6 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.13
Employee benefits

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.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

2
Employees

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

2024
2023
Number
Number
Total
11
12

Directors have no service contracts with the Company and have received no remuneration or other expenses in the period, as they are paid via other entities in the group. At 31 July 2024 all employees were formally TUPE'd to the parent company Flourish Learning Limited, following the hive up of trade and assets/liabilities.

AC EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 7 -
3
Intangible fixed assets
Other
£
Cost
At 1 August 2023
313,844
Additions
61,570
Disposals
(11,250)
Transfers
(364,164)
At 31 July 2024
-
0
Amortisation and impairment
At 1 August 2023
229,164
Amortisation charged for the year
57,126
Disposals
(11,250)
Transfers
(275,040)
At 31 July 2024
-
0
Carrying amount
At 31 July 2024
-
0
At 31 July 2023
84,680
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 August 2023
26,646
Additions
10,164
Transfers
(36,810)
At 31 July 2024
-
0
Depreciation and impairment
At 1 August 2023
15,948
Depreciation charged in the year
7,070
Transfers
(23,018)
At 31 July 2024
-
0
Carrying amount
At 31 July 2024
-
0
At 31 July 2023
10,698
AC EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 8 -
5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
-
0
73,222
Amounts owed by group undertakings
2
-
0
Other debtors
-
0
56,768
2
129,990
6
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
-
0
12,197
Amounts owed to group undertakings
-
0
1,228
Corporation tax
-
0
53,707
Other taxation and social security
-
0
65,333
Other creditors
-
0
955,567
-
0
1,088,032

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

7
Audit report information

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.

Senior Statutory Auditor:
Andrew Matthews BFP ACA FCCA
Statutory Auditor:
MHA
8
Financial commitments, guarantees and contingent liabilities

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. This security was satisfied in full on 12 December 2024.

AC EDUCATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 9 -
9
Events after the reporting date

Following the hive-up of trade, all assets and liabilities were transferred to the parent company Flourish Learning Ltd on 31 July 2024. As at 1 August 2024, AC Education Limited has therefore ceased to trade.

 

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.

10
Related party transactions

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).

11
Parent company

Following a formal merger and hive-up exercise effective 31 July 2024, the immediate UK parent company of AC Education Limited is Flourish Learning Limited, a company incorporated in England and Wales. Throughout the process of the merger and hive-up, beneficial ownership and control did not change.

 

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 9 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.

12
Ultimate controlling party

As a result of the change in ownership, as detailed in notes 9 and 11 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.

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