Company registration number 06158047 (England and Wales)
FLOURISH LEARNING LTD
(FORMERLY GREY MATTER LEARNING LIMITED)
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
PAGES FOR FILING WITH REGISTRAR
FLOURISH LEARNING LTD
(FORMERLY GREY MATTER LEARNING LIMITED)
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 13
FLOURISH LEARNING LTD
(FORMERLY GREY MATTER LEARNING LIMITED)
BALANCE SHEET
AS AT 31 JULY 2024
31 July 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
3
5,803,583
296,460
Tangible assets
4
26,976
11,855
Investments
5
111
5,830,670
308,315
Current assets
Debtors
7
1,457,499
467,695
Cash at bank and in hand
1,673,295
449,185
3,130,794
916,880
Creditors: amounts falling due within one year
8
(2,199,969)
(786,320)
Net current assets
930,825
130,560
Total assets less current liabilities
6,761,495
438,875
Creditors: amounts falling due after more than one year
9
(5,572)
(16,537)
Provisions for liabilities
(28,455)
(4,824)
Net assets
6,727,468
417,514
Capital and reserves
Called up share capital
10
6,125,392
90
Other reserves
(813,072)
Profit and loss reserves
1,415,148
417,424
Total equity
6,727,468
417,514
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The notes on pages 8 to 15 form part of these financial statements.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
FLOURISH LEARNING LTD
(FORMERLY GREY MATTER LEARNING LIMITED)
BALANCE SHEET (CONTINUED)
AS AT 31 JULY 2024
31 July 2024
- 2 -
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 06158047 (England and Wales)
FLOURISH LEARNING LTD
(FORMERLY GREY MATTER LEARNING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
- 3 -
1
Accounting policies
Company information
Flourish Learning 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.
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.
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 Learning Ltd is a wholly owned indirect subsidiary of Progress Group Holdings Limited and the results of Flourish Learning Ltd and its subsidiaries 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 directors have a reasonabletrue expectation that, with the support of its immediate and ultimate UK holding companies 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.
At 31 July 2024, the Company is in an overall profitable position with adequate cash reserves and promising future forecasts. After making enquiries, 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.
FLOURISH LEARNING LTD
(FORMERLY GREY MATTER LEARNING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 4 -
1.4
Turnover
Revenue is measured at the fair value of the consideration received or receivable, net of VAT or any trade discounts. Revenue is earned from the rendering of services.
The services which the company provide can be split into two distinct categories for the purpose of revenue recognition:
Access to online learning management system
Revenue received or receivable from access to the e-learning platform is recognised on a straight line basis over the term of the contract on a per user basis.
Tailored courses / Webinars
Revenue received or receivable from these courses is recognised in full upon completion of the course.
1.5
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is ten years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
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
5 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.
FLOURISH LEARNING LTD
(FORMERLY GREY MATTER LEARNING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 5 -
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:
Plant and equipment
25% reducing balance
Fixtures and fittings
25% reducing balance
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
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities 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.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.9
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.
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.
FLOURISH LEARNING LTD
(FORMERLY GREY MATTER LEARNING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 6 -
1.10
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.
1.11
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.
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.
FLOURISH LEARNING LTD
(FORMERLY GREY MATTER LEARNING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 7 -
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.
1.12
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.
1.13
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.
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.
FLOURISH LEARNING LTD
(FORMERLY GREY MATTER LEARNING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
- 8 -
1.14
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.
1.15
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.16
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.17
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Employees
The average monthly number of persons (excluding directors) employed by the company during the year was:
2024
2023
Number
Number
Total
16
10
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.
FLOURISH LEARNING LTD
(FORMERLY GREY MATTER LEARNING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 9 -
3
Intangible fixed assets
Goodwill
Other
Total
£
£
£
Cost
At 1 August 2023
496,984
496,984
Additions
5,284,969
234,253
5,519,222
Disposals
(62,600)
(62,600)
Transfers
89,124
89,124
At 31 July 2024
5,284,969
757,761
6,042,730
Amortisation and impairment
At 1 August 2023
200,524
200,524
Amortisation charged for the year
101,223
101,223
Disposals
(62,600)
(62,600)
At 31 July 2024
239,147
239,147
Carrying amount
At 31 July 2024
5,284,969
518,614
5,803,583
At 31 July 2023
296,460
296,460
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 August 2023
57,277
Additions
4,613
Transfers
13,792
At 31 July 2024
75,682
Depreciation and impairment
At 1 August 2023
45,422
Depreciation charged in the year
3,284
At 31 July 2024
48,706
Carrying amount
At 31 July 2024
26,976
At 31 July 2023
11,855
FLOURISH LEARNING LTD
(FORMERLY GREY MATTER LEARNING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 10 -
5
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
111
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 August 2023
-
Additions
6,327,845
Transferred to Goodwill
(5,284,969)
Pre merger goodwill amortisation to merger reserve
(813,072)
At 31 July 2024
229,804
Impairment
At 1 August 2023
-
Impairment losses
229,693
At 31 July 2024
229,693
Carrying amount
At 31 July 2024
111
At 31 July 2023
-
On 31 July 2024 the company acquired the trade and assets of AC Education (Holdings) Limited and its subsidiary AC Education Limited as part of a share for share exchange with its immediate holding company Flourish Hub Group Ltd for £6,327,845. Both entities were originally acquired by the group on 14 April 2023 and this secondary transaction has had no impact on control or beneficial ownership in the group; as such the merger accounting method of acquisition has been utilised. Goodwill on the original acquisition of AC Education Limited on 14 April 2023 amounted to £6,098,041, which has been amortised by £813,072 over the period of ownership in the group. This amortisation has created a merger reserve as disclosed in the Statement of Changes in Equity within Flourish Learning Ltd, the new shareholder.
Impairment losses recognised at the year end of £229,693 represent the residual cost of investment in both AC Education (Holdings) Limited and AC Education Limited, after accounting for goodwill, and which is now considered impaired following the hive up of trade and assets at 31 July 2024. Both subsidiaries will be dormant from 1 August 2024 and as such the Directors deem there to be no attributable value remaining on either subsidiary, above that of their share capital value.
FLOURISH LEARNING LTD
(FORMERLY GREY MATTER LEARNING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 11 -
6
Subsidiaries
Details of the company's subsidiaries at 31 July 2024 are as follows:
Name of undertaking
Address
Class of
% Held
shares held
Direct
AC Education (Holdings) Limited
1
Ordinary
100.00
AC Education Limited
1
Ordinary
100.00
Registered office addresses (all UK unless otherwise indicated):
1
Switch House, Suite B2, First Floor, Northern Perimeter Road, Bootle, England, L30 7PT
7
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
321,930
72,618
Amounts owed by group undertakings
967,680
356,953
Other debtors
167,889
38,124
1,457,499
467,695
8
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans
10,096
9,228
Trade creditors
128,473
35,157
Amounts owed to group undertakings
380,950
374,720
Taxation and social security
206,920
99,153
Other creditors
1,473,530
268,062
2,199,969
786,320
Amounts owed to group undertakings are unsecured, interest free and payable on demand.
Included within other creditors is £4,733 (2023: £3,313) in respect of outstanding pension contributions.
9
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans and overdrafts
5,572
16,537
FLOURISH LEARNING LTD
(FORMERLY GREY MATTER LEARNING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
9
Creditors: amounts falling due after more than one year
(Continued)
- 12 -
Bank loans due within and over one year totalling £15,668 (2023: £25,765) are in relation to the Bounce Back Loan Scheme (BBLS). The original £50,000 loan is unsecured and did not need to be repaid for the first 12 months, the loan is due to be repaid over five years with the last repayment due in 2026. The loan incurs interest of 2.50% per annum with the first year interest covered by the UK government in the form of a Business Interruption Payment.
10
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
6,125,392
90
6,125,392
90
On 31 July 2024 an additional 6,125,302 £1 ordinary shares were issued to the parent company Flourish Hub Group Limited in exchange for the trade and assets of its subsidiaries AC Education Holdings Limited and its wholly owned subsidiary AC Education Limited, as part of a hive up exercise to simplify the group structure. At 31 July 2024 the balance sheet of AC Education Limited was then hived up in to the balance sheet of the Company on completion of the formal legal process. There was no change to ultimate control or beneficial ownership of the group as a result of this transaction, as detailed in note 15 of the financial statements.
11
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
12
Financial commitments, guarantees and contingent liabilities
The Company has given security to its previous ultimate beneficial owner Bankers Life Insurance Company dated 22 January 2021 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.
13
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2024
2023
£
£
33,333
44,833
FLOURISH LEARNING LTD
(FORMERLY GREY MATTER LEARNING LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
- 13 -
14
Events after the reporting date
On 31 July 2024, the company formally merged and hived-up the trade and assets of its subsidiary AC Education Limited. With effect from 1 August 2024, all of the trade of AC Education Limited is now incorporated in Flourish Learning Ltd. AC Education Limited has then ceased to trade and become a dormant subsidiary of the company.
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.
15
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).
16
Parent company
The immediate UK holding Company is Flourish Hub Group Ltd, a Company registered in England & Wales.
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 14 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.
17
Ultimate controlling party
As a result of the change in ownership, as detailed in notes 14 and 16 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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