Company registration number 08533538 (England and Wales)
AC EDUCATION (HOLDINGS) LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
PAGES FOR FILING WITH REGISTRAR
AC EDUCATION (HOLDINGS) LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
AC EDUCATION (HOLDINGS) LIMITED
BALANCE SHEET
AS AT 31 JULY 2024
31 July 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
3
-
0
202,542
Current assets
Debtors
4
109
4
Creditors: amounts falling due within one year
5
-
0
(46)
Net current assets/(liabilities)
109
(42)
Net assets
109
202,500
Capital and reserves
Called up share capital
109
109
Profit and loss reserves
-
0
202,391
Total equity
109
202,500

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 08533538 (England and Wales)
AC EDUCATION (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
- 2 -
1
Accounting policies
Company information

AC Education (Holdings) 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, Liverpool, L30 7PT.

1.1
Reporting period

The current reporting period represents a 12-month period to 31 July 2024. The prior reporting period represents a 16-month period to 31 July 2023. The period was extended 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.

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.

 

AC Education (Holdings) Limited is a wholly owned subsidiary of Progress Group Holdings Limited and the results of AC Education (Holdings) Limited and its subsidiary 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.

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 (Holdings) 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
Fixed asset investments

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.

AC EDUCATION (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 3 -
1.5
Cash and cash equivalents

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.

1.6
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.

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.

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

Derecogntion of financial liabilities

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

1.7
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.

1.8
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.

2
Employees

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

2024
2023
Number
Number
Total
-
0
-
0

The company has no employees. Directors are not employed and have not received any remuneration or other expenses from the Company in the period, they are remunerated through other group companies.

AC EDUCATION (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 5 -
3
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
-
0
202,542

The Company hived up its investment in the subsidiary AC Education Limited after a formal hive-up process completed on 31 July 2024 with the immediate Parent Company Flourish Hub Group Ltd.

Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 August 2023
202,542
Disposals
(202,542)
At 31 July 2024
-
Carrying amount
At 31 July 2024
-
At 31 July 2023
202,542
4
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
109
4
5
Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
-
0
46

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

AC EDUCATION (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 6 -
6
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
7
Financial commitments, guarantees and contingent liabilities

The Company gave security to its 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. The charge was satisfied in full on 12 December 2024.

8
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 (Holdings) 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.

9
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).

10
Parent company

Following a formal merger and hive-up exercise effective 31 July 2024, the immediate UK parent company of AC Education (Holdings) Limited is Flourish Learning Ltd, 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 Banker 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 8 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.

AC EDUCATION (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 7 -
11
Ultimate controlling party

As a result of the change in ownership on 4 March 2025, as detailed in notes 8 and 10 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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