IRIS Accounts Production v24.3.2.46 12480649 Board of Directors 31.7.24 1.8.23 31.7.24 31.7.24 state funded educational and vocational training provision, mainly in the subject areas of music, digital and sport related industries. true true true false true true false false false false false false false false false false false false false false false false true false iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh124806492023-07-31124806492024-07-31124806492023-08-012024-07-31124806492022-07-31124806492022-08-012023-07-31124806492023-07-3112480649ns15:EnglandWales2023-08-012024-07-3112480649ns14:PoundSterling2023-08-012024-07-3112480649ns10:Director12023-08-012024-07-3112480649ns10:Consolidated2024-07-3112480649ns10:ConsolidatedGroupCompanyAccounts2023-08-012024-07-3112480649ns10:PrivateLimitedCompanyLtd2023-08-012024-07-3112480649ns10:Consolidatedns10:FRS1022023-08-012024-07-3112480649ns10:Consolidatedns10:Audited2023-08-012024-07-3112480649ns10:LargeCompaniesRegimeForDirectorsReport2023-08-012024-07-3112480649ns10:LargeCompaniesRegimeForAccounts2023-08-012024-07-3112480649ns10:Consolidatedns10:LargeCompaniesRegimeForDirectorsReport2023-08-012024-07-3112480649ns10:Consolidatedns10:LargeCompaniesRegimeForAccounts2023-08-012024-07-3112480649ns10:FullAccounts2023-08-012024-07-3112480649ns5:Subsidiary12023-08-012024-07-3112480649ns5:Subsidiary22023-08-012024-07-3112480649ns5:Subsidiary32023-08-012024-07-3112480649ns5:Subsidiary42023-08-012024-07-3112480649ns5:Subsidiary52023-08-012024-07-3112480649ns5:Subsidiary62023-08-012024-07-3112480649ns5:Subsidiary72023-08-012024-07-3112480649ns5:Subsidiary82023-08-012024-07-3112480649ns5:Subsidiary92023-08-012024-07-3112480649ns5:Subsidiary102023-08-012024-07-3112480649ns5:Subsidiary112023-08-012024-07-3112480649ns5:Subsidiary122023-08-012024-07-3112480649ns5:Subsidiary132023-08-012024-07-311248064912023-08-012024-07-3112480649ns10:Consolidated2023-08-012024-07-3112480649ns10:Director22023-08-012024-07-3112480649ns10:Director32023-08-012024-07-3112480649ns10:Director42023-08-012024-07-3112480649ns10:Director52023-08-012024-07-3112480649ns10:Director72023-08-012024-07-3112480649ns10:Director82023-08-012024-07-3112480649ns10:Director92023-08-012024-07-3112480649ns10:RegisteredOffice2023-08-012024-07-3112480649ns10:Director62023-08-012024-07-3112480649ns10:Consolidated2022-08-012023-07-3112480649ns5:CurrentFinancialInstruments2024-07-3112480649ns5:CurrentFinancialInstruments2023-07-3112480649ns5:ShareCapital2024-07-3112480649ns5:ShareCapital2023-07-3112480649ns5:SharePremium2024-07-3112480649ns5:SharePremium2023-07-3112480649ns5:RetainedEarningsAccumulatedLosses2024-07-3112480649ns5:RetainedEarningsAccumulatedLosses2023-07-3112480649ns5:ShareCapital2022-07-3112480649ns5:RetainedEarningsAccumulatedLosses2022-07-3112480649ns5:SharePremium2022-07-3112480649ns5:RetainedEarningsAccumulatedLosses2022-08-012023-07-3112480649ns5:RetainedEarningsAccumulatedLosses2023-08-012024-07-3112480649ns5:ShareCapital2023-08-012024-07-3112480649ns5:SharePremium2023-08-012024-07-3112480649ns5:NetGoodwill2023-08-012024-07-3112480649ns5:IntangibleAssetsOtherThanGoodwill2023-08-012024-07-3112480649ns5:ComputerSoftware2023-08-012024-07-3112480649ns5:LandBuildingsns5:OwnedOrFreeholdAssets2023-08-012024-07-3112480649ns5:LongLeaseholdAssetsns5:LandBuildings2023-08-012024-07-3112480649ns5:PlantMachinery2023-08-012024-07-3112480649ns5:FurnitureFittings2023-08-012024-07-3112480649ns5:CostValuation2023-07-31124806491ns5:Subsidiary12023-08-012024-07-3112480649ns5:Subsidiary232023-08-012024-07-31124806495ns5:Subsidiary32023-08-012024-07-31124806497ns5:Subsidiary42023-08-012024-07-3112480649ns5:Subsidiary592023-08-012024-07-3112480649ns5:Subsidiary6112023-08-012024-07-311248064913ns5:Subsidiary72023-08-012024-07-3112480649ns5:Subsidiary8152023-08-012024-07-311248064917ns5:Subsidiary92023-08-012024-07-311248064919ns5:Subsidiary102023-08-012024-07-311248064921ns5:Subsidiary112023-08-012024-07-311248064923ns5:Subsidiary122023-08-012024-07-3112480649ns5:Subsidiary13252023-08-012024-07-3112480649ns5:WithinOneYearns5:CurrentFinancialInstruments2024-07-3112480649ns5:WithinOneYearns5:CurrentFinancialInstruments2023-07-3112480649ns5:Non-currentFinancialInstruments2024-07-3112480649ns5:Non-currentFinancialInstruments2023-07-3112480649ns5:AcceleratedTaxDepreciationDeferredTax2024-07-3112480649ns5:AcceleratedTaxDepreciationDeferredTax2023-07-3112480649ns5:TaxLossesCarry-forwardsDeferredTax2024-07-3112480649ns5:TaxLossesCarry-forwardsDeferredTax2023-07-31
REGISTERED NUMBER: 12480649 (England and Wales)















GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2024

FOR

PROJECT ALPHA TOPCO LIMITED

PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024










Page

Company Information 1

Group Strategic Report 2 to 4

Report of the Directors 5 to 6

Report of the Independent Auditors 7 to 11

Consolidated Statement of Comprehensive Income 12

Consolidated Statement of Financial Position 13

Company Statement of Financial Position 14

Consolidated Statement of Changes in Equity 15

Company Statement of Changes in Equity 16

Consolidated Statement of Cash Flows 17

Notes to the Consolidated Statement of Cash Flows 18 to 19

Notes to the Consolidated Financial Statements 20 to 34


PROJECT ALPHA TOPCO LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 JULY 2024







DIRECTORS: A Armstrong
J W Beaumont
M Salter
R L Simpson
J E Johnson
J French
M Davies
A P Carswell



REGISTERED OFFICE: DPC
Stone House
55 Stone Road Business Park
Stoke-on-Trent
Staffordshire
ST4 6SR



BUSINESS ADDRESS: 6 Warwick Street
London
United Kingdom
W1B 5LX



REGISTERED NUMBER: 12480649 (England and Wales)



SENIOR STATUTORY AUDITOR: Michelle Coates



AUDITORS: Sumer Auditco Limited
Chartered Accountants & Statutory Auditors
Stone House
Stone Road Business Park
Stoke-on-Trent
ST4 6SR

PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2024


The directors present their strategic report of the company and the group for the year ended 31 July 2024.

REVIEW OF BUSINESS
The group's principal activities during the year continued to be state funded educational and vocational training provision, mainly in the subject areas of music, digital and sport related industries.

Learner numbers increased by 4.2% in the year with higher education numbers up by 5.4% consolidating upon the prior year launch of the Manchester site and online courses. Further education learner volumes were up by 4.0% with the main growth supported by the Access Sports sites. The group remains the largest independent training provider (ITP) in England that holds an ESFA (16-19) contract.

Access Further Education Limited moved locations in London as planned to the MET Building in Whitechapel which opened in August 2023. The new building provides additional learner capacity and an enhanced learner experience. The focus activities and spend within the year was on the equipment and technological provision. This will support additional learner capacity and an enhanced learner experience and facilitate future learner growth. The London campus is still expected to be the last significant investment in additional capacity in the short to medium term. The main strategic focus for the business will now be incremental improvement of provision and on filling existing capacity.

The key financial performance indicators during the year were as follows:

31.07.2024 31.07.2023 Change %

Turnover 30,513,035 28,658,872 6.5
Operating loss (3,446,803) (2,580,036) (33.6)
Loss before tax (8,070,214) (6,449,707) (25.1)
Equity shareholders'
funds

(22,902,554)

(15,352,548)

(49.2)
EBITDA (183,475) 551,852 (133.2)

The group also assesses non-financial key performance indicators, the main driver for the group is total learner numbers and learner number growth, as shown below:

31.07.2024 31.07.2023 Change %

Total learner numbers 4,987 4,787 4.2

The loss before tax includes £4,013,005 of interest that is accruing but not payable as due on Investor and Management loan note instruments.

Turnover increased by 6.5% due to the growth in learner numbers, fluctuation in composition of learners rendering a higher turnover per learner combined with increased Further Education core funding per learner from the ESFA.

Loss before tax increased by 25.1% as a result of costs increasing by a larger amount compared to turnover. The additional costs primarily relate to a full operational year of the new London site and costs to further establish and promote the new site which will support higher learner capacity in the future. Other factors outside of inflationary pressures, included additional marketing and senior resources to support future growth.

Shareholders' funds decreased by 49.2% due to the losses incurred in the year.


PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2024

PRINCIPAL RISKS AND UNCERTAINTIES
Competitive Risks

The availability of funding from the ESFA is by specific contract with high barriers to entry. As the largest ITP in England, we are well placed to maintain our market share in core music provision courses while also expanding into growing curriculum areas of Digital, Games Design and Sports. The company also intends to enhance our qualification offering by changing awarding body for certain FE courses in FY25/26. The change is expected to have a positive impact on the quality of learning and courses provided to the students, with potential financial benefits as a result. Planning has already commenced within the business to ensure a smooth transition between qualifications.

Legislative Risks

The core ESFA contracts are Government led and therefore open to change between parliamentary terms. The business has regular contact with the Department of Education to ensure the business has a good amount of lead time relating to any proposed changes and the ability to help shape strategy where support and input is requested by the ESFA.

Going Concern Risks

The company remains a going concern due to the cash management strategy, strategic forward planning and ability to raise funds from existing shareholders in the future to satisfy the year on year growth in student numbers. The group has made an EBITDA of (£183,475) during the year and in the 7 month period to 28 February 2025 has made a positive EBITDA of £1,577,979 and is forecasting profits for the foreseeable future. The group's loan notes payable do not fall due until 4 March 2026. As a result, the going concern risk for the group is suitably mitigated.

Exposure to price, credit, liquidity and cash flow risk

The national funding formula for 16-18 year olds can be reviewed annually with rate changes and cash receipt dates open to review. These are still set annually in advance for the year so impacts can be planned well in advance and risks mitigated.


PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2024

SECTION 172(1) STATEMENT
As required by Section 172 of the UK's Companies Act. a director of a company must act in the way they consider, in good faith, would most likely promote the success of the company for the benefit of its shareholders. In doing this, the director must have regard. amongst other matters. to the:

- likely consequences of any decisions in the long-term; - interest of the company's employees;
- need to foster the company's business relationships with suppliers. customers and others;
- impact of the company's operations on the community and environment;
- - company's reputation for high standards of business conduct; and
- and the need to act fairly between members of the company.

Decision making
The board undertakes monthly meetings in which the performance against budget and strategic plans of the business are reviewed in detail.

The annual budget and strategic plan for the next financial year is produced prior to the end of the current financial year.

Interests of the Group's employees

Regular employee engagement surveys are undertaken in order to capture the views of employees on key areas impacting their development and wellbeing. The results of these surveys are reviewed at board level and at operational management level to ensure that appropriate actions are taken to address these key areas.

Fostering business relationships

The directors actively manage our customers, suppliers and key stakeholders including quarterly meetings with the ESFA. The Board is appraised of all key developments with our various stakeholders.

Impact on community and environment

The business reviews it's ESG performance on a quarterly basis and continues to focus on environmental sustainability across its operations. The business benefits the community through learners achieving high level of attainment and progression onto destinations post their studies.

Reputation

The directors are committed to high standards of business conduct and governance. Where there is a need to seek advice on particular issues, the Board will seek advice from its legal and business advisors in order to ensure its reputation will be maintained.

Acting fairly between members

The above flows through to our shareholders, to treat them fairly and equally, so they too may benefit from the successful delivery of our plan.

ON BEHALF OF THE BOARD:





J W Beaumont - Director


14 April 2025

PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 JULY 2024


The directors present their report with the financial statements of the company and the group for the year ended 31 July 2024.

DIVIDENDS
No dividends will be distributed for the year ended 31 July 2024.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 August 2023 to the date of this report.

A Armstrong
J W Beaumont
M Salter
R L Simpson
J E Johnson
J French

Other changes in directors holding office are as follows:

P D Smith - resigned 10 June 2024
M Davies - appointed 10 June 2024
A P Carswell - appointed 1 July 2024

EMPLOYMENT OF DISABLED PERSONS
The group gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled person. Where existing employees become disabled, it is the group's policy wherever practicable to provide continuing employment under normal terms and conditions, and to provide training and career development and promotion to disabled employees wherever appropriate.

EMPLOYEE INVOLVEMENT
The group recognises the significant contribution to the business of the commitment and quality of our employees. The group's policy is to consult and discuss with the employee matters likely to affect their interests. This is generally achieved through briefing local centre managers.

DISCLOSURE IN THE STRATEGIC REPORT
The company has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the company's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. This includes the likely future developments in the business of the entity.

The strategic report can be found on page 2 of these financial statements.


PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 JULY 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.

ON BEHALF OF THE BOARD:





J W Beaumont - Director


14 April 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PROJECT ALPHA TOPCO LIMITED


Opinion
We have audited the financial statements of Project Alpha Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The 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 affairs as at 31 July 2024 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 Auditors' 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 UK, including the FRC'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 and 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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our 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.

In connection with our audit of the financial statements, 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PROJECT ALPHA TOPCO LIMITED


Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page six, 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PROJECT ALPHA TOPCO LIMITED


Auditors' 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 a Report of the Auditors 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 financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

the nature of the industry and sector, control environment and business performance including the design of the group remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets;
results of our enquiries of management about their own identification and assessment of the risks of irregularities;
any matters we identified having obtained and reviewed the group documentation of their policies and procedures relating to:
- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance;
- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

Based on this approach, we were able to assess the group risks and ensure the risks were considered throughout all areas of audit testing. The audit team was professionally sceptical throughout the audit and remained alert for inaccurate or misleading information.

Audit response to risks identified

As a result of performing the above, we identified the outcome of professional body audits as a key audit matter related to the potential risk of fraud or irregularities. The group is regulated by Ofsted and is also audited by ESFA. Health and Safety regulations must also be adhered to in all colleges.

Our procedures to respond to risks identified included the following:
- reviewing any audits completed by professional bodies in the year and the outcomes of these to ensure the company has met the relevant obligations.
- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
- enquiring of management concerning actual and potential litigation and claims;
- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
- obtaining an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PROJECT ALPHA TOPCO LIMITED

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Audit testing was completed on a targeted sample basis based on our assessment of risk and materiality. Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations.

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Report of the Auditors to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Report of the Auditors. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express and opinion on the consolidated financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PROJECT ALPHA TOPCO LIMITED


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 2006. Our 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 a Report of the Auditors 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.




Michelle Coates (Senior Statutory Auditor)
for and on behalf of Sumer Auditco Limited
Chartered Accountants & Statutory Auditors
Stone House
Stone Road Business Park
Stoke-on-Trent
ST4 6SR

16 April 2025

PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2024

31.7.24 31.7.23
Notes £    £   

TURNOVER 30,513,035 28,658,872

Cost of sales (20,058,565 ) (19,278,260 )
GROSS PROFIT 10,454,470 9,380,612

Administrative expenses (13,912,273 ) (11,972,968 )
(3,457,803 ) (2,592,356 )

Other operating income 11,000 12,320
OPERATING LOSS 5 (3,446,803 ) (2,580,036 )

Interest receivable and similar income 12 -
(3,446,791 ) (2,580,036 )

Interest payable and similar expenses 7 (4,623,423 ) (3,869,671 )
LOSS BEFORE TAXATION (8,070,214 ) (6,449,707 )

Tax on loss 8 515,209 838,876
LOSS FOR THE FINANCIAL YEAR (7,555,005 ) (5,610,831 )

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(7,555,005

)

(5,610,831

)

Loss attributable to:
Owners of the parent (7,555,005 ) (5,610,831 )

Total comprehensive income attributable to:
Owners of the parent (7,555,005 ) (5,610,831 )

PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 JULY 2024

31.7.24 31.7.23
Notes £    £   
FIXED ASSETS
Intangible assets 10 22,115,253 22,206,197
Tangible assets 11 9,260,122 8,812,015
Investments 12 - -
31,375,375 31,018,212

CURRENT ASSETS
Debtors 13 3,070,118 9,633,487
Cash at bank and in hand 875,149 543,442
3,945,267 10,176,929
CREDITORS
Amounts falling due within one year 14 (7,227,409 ) (12,485,673 )
NET CURRENT LIABILITIES (3,282,142 ) (2,308,744 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

28,093,233

28,709,468

CREDITORS
Amounts falling due after more than one
year

15

(50,995,787

)

(44,062,017

)
NET LIABILITIES (22,902,554 ) (15,352,549 )

CAPITAL AND RESERVES
Called up share capital 20 494,000 489,000
Share premium 21 59,250 59,250
Retained earnings 21 (23,455,804 ) (15,900,799 )
(22,902,554 ) (15,352,549 )

The financial statements were approved by the Board of Directors and authorised for issue on 14 April 2025 and were signed on its behalf by:





J W Beaumont - Director


PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

COMPANY STATEMENT OF FINANCIAL POSITION
31 JULY 2024

31.7.24 31.7.23
Notes £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 - -
Investments 12 1 1
1 1

CURRENT ASSETS
Debtors 13 658,689 624,699

CREDITORS
Amounts falling due within one year 14 (89,299 ) (82,139 )
NET CURRENT ASSETS 569,390 542,560
TOTAL ASSETS LESS CURRENT
LIABILITIES

569,391

542,561

CAPITAL AND RESERVES
Called up share capital 20 494,000 489,000
Share premium 21 59,250 59,250
Retained earnings 21 16,141 (5,689 )
569,391 542,561

Company's profit for the financial year 21,830 19,459

The financial statements were approved by the Board of Directors and authorised for issue on 14 April 2025 and were signed on its behalf by:





J W Beaumont - Director


PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2024

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 August 2022 489,000 (10,289,968 ) 59,250 (9,741,718 )

Changes in equity
Total comprehensive income - (5,610,831 ) - (5,610,831 )
Balance at 31 July 2023 489,000 (15,900,799 ) 59,250 (15,352,549 )

Changes in equity
Issue of share capital 5,000 - - 5,000
Total comprehensive income - (7,555,005 ) - (7,555,005 )
Balance at 31 July 2024 494,000 (23,455,804 ) 59,250 (22,902,554 )

PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2024

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 August 2022 489,000 (25,148 ) 59,250 523,102

Changes in equity
Profit for the year - 19,459 - 19,459
Total comprehensive income - 19,459 - 19,459
Balance at 31 July 2023 489,000 (5,689 ) 59,250 542,561

Changes in equity
Profit for the year - 21,830 - 21,830
Total comprehensive income - 21,830 - 21,830
Issue of share capital 5,000 - - 5,000
Balance at 31 July 2024 494,000 16,141 59,250 569,391

PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2024

31.7.24 31.7.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 1,630,400 943,809
Interest paid (610,420 ) (729,268 )
Interest element of hire purchase or
finance lease rental payments paid

-

(2,461

)
Tax paid - 108,579
Net cash from operating activities 1,019,980 320,659

Cash flows from investing activities
Purchase of tangible fixed assets (2,322,062 ) (2,979,072 )
Purchase of fixed asset investments (1,298,429 ) -
Sale of tangible fixed assets - 58,161
Interest received 12 -
Net cash from investing activities (3,620,479 ) (2,920,911 )

Cash flows from financing activities
New loans in year - 250,000
Loan repayments in year (466,667 ) (1,233,333 )
New loan notes in year 3,398,427 3,989,996
Loan note repayments in year - (755,660 )
Capital repayments in period - (80,122 )
Amount introduced by directors 446 -
Amount withdrawn by directors - (583 )
Net cash from financing activities 2,932,206 2,170,298

Increase/(decrease) in cash and cash equivalents 331,707 (429,954 )
Cash and cash equivalents at
beginning of year

2

543,442

973,396

Cash and cash equivalents at end of
year

2

875,149

543,442

PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2024


1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.7.24 31.7.23
£    £   
Loss before taxation (8,070,214 ) (6,449,707 )
Depreciation charges 3,263,328 3,146,581
Profit on disposal of fixed assets - (14,696 )
Government grants (11,000 ) (11,000 )
Finance costs 4,623,423 3,869,671
Finance income (12 ) -
(194,475 ) 540,849
Decrease/(increase) in trade and other debtors 507,996 (834,382 )
Increase in trade and other creditors 1,316,879 1,237,342
Cash generated from operations 1,630,400 943,809

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 July 2024
31.7.24 1.8.23
£    £   
Cash and cash equivalents 875,149 543,442
Year ended 31 July 2023
31.7.23 1.8.22
£    £   
Cash and cash equivalents 543,442 973,396


PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2024


3. ANALYSIS OF CHANGES IN NET DEBT

Other
non-cash
At 1.8.23 Cash flow changes At 31.7.24
£    £    £    £   
Net cash
Cash at bank
and in hand 543,442 331,707 875,149
543,442 331,707 875,149
Debt
Debts falling due
within 1 year (466,666 ) - - (466,666 )
Debts falling due
after 1 year (43,886,020 ) (2,931,762 ) (4,013,005 ) (50,830,787 )
(44,352,686 ) (2,931,762 ) (4,013,005 ) (51,297,453 )
Total (43,809,244 ) (2,600,055 ) (4,013,005 ) (50,422,304 )

PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024


1. STATUTORY INFORMATION

Project Alpha 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 General Information page.

The principal activity of the company during the period was that of a holding company.

2. ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are prepared in sterling, which is the functional currency of the entity.

FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:

(a) Disclosures in respect of each class of share capital have not been presented.
(b) No cash flow statement has been presented for the company.
(c) Disclosures in respect of financial instruments have not been presented.
(d) No disclosure has been given for the aggregate remuneration of key management personnel.

BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the company and all group undertakings. These are adjusted, where appropriate, to conform to group accounting policies. Acquisitions are accounted for under the acquisition method and goodwill on consolidation is capitalised and written off over twenty years from the year of acquisition. The results of companies acquired or disposed of are included in the profit and loss account after or up to the date that control passes respectively. As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.

SIGNIFICANT JUDGEMENTS AND ESTIMATES
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

As described in the accounting policies of the financial statements, depreciation of intangible and tangible fixed assets has been based on estimated useful lives and residual values deemed appropriate by the directors. Estimated useful lives and residual values are reviewed annually and revised as appropriate. Revisions take into account actual asset lives and residual values as evidence by disposals during current and prior accounting periods.

PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JULY 2024


2. ACCOUNTING POLICIES - continued

GOING CONCERN
The group has made an operating loss of £3,446,803 in the financial year to 31 July 2024. Following the end of the reporting period the group has made profits after interest in the period to 28 February 2025.

The group has invested in improving and adding capacity to its centres. This investment is expected to deliver growth in learner numbers which will improve the profitability of the business going forward.

The group has the continued support of its bankers, other lenders and creditors and has managed its cash flow position effectively. The directors are confident that the actions and activities already initiated alongside the group's cash management strategy are sufficient for the group to continue to trade for the foreseeable future. Accordingly, the accounts have been prepared on a going concern basis.

REVENUE RECOGNITION
Turnover represents income receivable for services provided, and is shown net of any Value Added Tax and trade discounts. Turnover is recognised in the academic year to which it relates.

GOODWILL
Goodwill is the difference between the amount paid on the acquisition of a business and the aggregate fair value of its separable net assets. Goodwill is written off in equal annual instalments over its estimated economic life of 20 years.

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

INTANGIBLE ASSETS
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of three years.

PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JULY 2024


2. ACCOUNTING POLICIES - continued

TANGIBLE FIXED ASSETS
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Short leasehold improvements - 10% straight line
Long leasehold - straight line over the life of the lease
Plant and machinery - 33% on cost, 20% straight line, 20% on cost and 15% reducing balance
Fixtures and fittings - 33% on cost, 20% straight line and 20% on cost

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.

IMPAIRMENT OF FIXED ASSETS

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JULY 2024


2. ACCOUNTING POLICIES - continued

FINANCIAL INSTRUMENTS
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

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 entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

TAXATION
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.


PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JULY 2024


2. ACCOUNTING POLICIES - continued
DEFERRED TAX
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

DEFINED CONTRIBUTION PLANS
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.

When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

EMPLOYEE BENEFITS
The group provides a range of benefits to employees.

Short term benefits, including holiday pay, are recognised as an expense in the profit and loss account in the period in which they are incurred.

FIXED ASSET INVESTMENTS
Fixed asset investments are stated at cost less provision for permanent diminution in value.

RESEARCH AND DEVELOPMENT
Research expenditure is written off in the period in which it is incurred.

OPERATING LEASES
Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

3. EMPLOYEES AND DIRECTORS
31.7.24 31.7.23
£    £   
Wages and salaries 12,816,973 12,359,687
Social security costs 1,195,181 1,108,129
Other pension costs 435,422 386,407
14,447,576 13,854,223

The average number of employees during the year was as follows:
31.7.24 31.7.23

Total number of staff 471 466

PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JULY 2024


4. DIRECTORS' EMOLUMENTS

The directors' aggregate remuneration in respect of qualifying services was:

31.7.24 31.7.23
£ £
Directors' remuneration 364,090 435,931
Company contributions to defined contribution pension plans 42,820 45,142
406,910 481,073

The number of directors who accrued benefits under company pension plans was as follows:

31.7.24 31.7.23
£
Defined contribution plans 2 2

5. OPERATING LOSS

The operating loss is stated after charging/(crediting):

31.7.24 31.7.23
£    £   
Depreciation - owned assets 1,873,955 1,820,703
Profit on disposal of fixed assets - (14,696 )
Goodwill amortisation 1,389,373 1,324,769
Computer software amortisation - 1,112
Other operating leases 2,525,567 1,834,992

6. AUDITORS' REMUNERATION

The audit fee payable to the group's auditors for the audit of the group's financial statements is £47,220 (2023: £47,220). The fees paid for non-audit services total £nil (2023: £nil).

7. INTEREST PAYABLE AND SIMILAR EXPENSES
31.7.24 31.7.23
£    £   
Bank loan interest 608,421 494,928
Interest payable on loan notes 4,015,002 3,372,282
Hire purchase interest - 2,461
4,623,423 3,869,671

PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JULY 2024


8. TAXATION

Analysis of the tax credit
The tax credit on the loss for the year was as follows:
31.7.24 31.7.23
£    £   
Current tax:
Overprovision of corporation
tax in prior periods - (34,269 )

Deferred tax (515,209 ) (804,607 )
Tax on loss (515,209 ) (838,876 )

RECONCILIATION OF TOTAL TAX CREDIT INCLUDED IN PROFIT AND LOSS
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.7.24 31.7.23
£    £   
Loss before tax (8,070,214 ) (6,449,707 )
Loss multiplied by the standard rate of corporation tax in the UK of
25 % (2023 - 21 %)

(2,017,554

)

(1,354,438

)

Effects of:
Expenses not deductible for tax purposes 1,351,564 942,609
Depreciation in excess of capital allowances 150,781 106,976
Adjustments to tax charge in respect of previous periods - (34,269 )
Adjustments in relation to changing tax rates - (98,454 )
Losses carried forward - (401,300 )
Total tax credit (515,209 ) (838,876 )

9. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.


PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JULY 2024


10. INTANGIBLE FIXED ASSETS

Group
Computer
Goodwill software Totals
£    £    £   
COST
At 1 August 2023 26,256,816 32,843 26,289,659
Additions 1,298,429 - 1,298,429
Disposals (2,109 ) (32,843 ) (34,952 )
At 31 July 2024 27,553,136 - 27,553,136
AMORTISATION
At 1 August 2023 4,050,619 32,843 4,083,462
Amortisation for year 1,389,373 - 1,389,373
Eliminated on disposal (2,109 ) (32,843 ) (34,952 )
At 31 July 2024 5,437,883 - 5,437,883
NET BOOK VALUE
At 31 July 2024 22,115,253 - 22,115,253
At 31 July 2023 22,206,197 - 22,206,197

11. TANGIBLE FIXED ASSETS

Group
Short Fixtures
leasehold Long Plant and and
improvements leasehold machinery fittings Totals
£    £    £    £    £   
COST
At 1 August 2023 1,522,813 9,522,999 1,666,779 3,052,715 15,765,306
Additions 46,122 1,571,095 79,762 625,083 2,322,062
At 31 July 2024 1,568,935 11,094,094 1,746,541 3,677,798 18,087,368
DEPRECIATION
At 1 August 2023 1,125,206 2,131,905 1,541,815 2,154,365 6,953,291
Charge for year 57,813 1,117,345 44,782 654,015 1,873,955
At 31 July 2024 1,183,019 3,249,250 1,586,597 2,808,380 8,827,246
NET BOOK VALUE
At 31 July 2024 385,916 7,844,844 159,944 869,418 9,260,122
At 31 July 2023 397,607 7,391,094 124,964 898,350 8,812,015

PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JULY 2024


12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 August 2023
and 31 July 2024 1
NET BOOK VALUE
At 31 July 2024 1
At 31 July 2023 1

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

SUBSIDIARIES

Project Alpha Midco Limited
Registered office: Dpc Stone House, 55 Stone Road Business Park, Stoke-On-Trent, Staffordshire, England, ST4 6SR
Nature of business: Intermediate parent company
%
Class of shares: holding
Ordinary 100.00

Project Alpha Bidco Limited (indirect)
Registered office: Dpc Stone House, 55 Stone Road Business Park, Stoke-On-Trent, Staffordshire, England, ST4 6SR
Nature of business: Intermediate parent company
%
Class of shares: holding
Ordinary 100.00

Martinez Investments Limited (indirect)
Registered office: C/O Dpc Accountants Stone House, 55 Stone Road Business Park, Stoke On Trent, Staffordshire, England, ST4 6SR
Nature of business: Intermediate parent company
%
Class of shares: holding
Ordinary 100.00

Access Education Group Limited (indirect)
Registered office: 26 Hulme Street, Manchester, M1 5BW
Nature of business: intermediate parent company
%
Class of shares: holding
Ordinary 100.00

PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JULY 2024


12. FIXED ASSET INVESTMENTS - continued

Access Further Education Limited (indirect)
Registered office: Heath Mill Studios 68 Heath Mill Lane, Digbeth, Birmingham, West Midlands, United Kingdom, B9 4AR
Nature of business: provision of state funded education
%
Class of shares: holding
Ordinary 100.00

Armstrong Works Limited (indirect)
Registered office: 26 Hulme Street, Manchester, M1 5BW
Nature of business: none trading
%
Class of shares: holding
Ordinary shares 100.00

Coaching Connexions Ltd (indirect)
Registered office: 26 Hulme Street, Manchester, England, M1 5BW
Nature of business: none trading
%
Class of shares: holding
Ordinary 100.00

Live Atom Limited (indirect)
Registered office: 26 Hulme Street, Manchester, M1 5BW.
Nature of business: dormant
%
Class of shares: holding
Ordinary 100.00

Deep Blue Sound Limited (indirect)
Registered office: 6 Elizabeth Court, Higher Lane, Plymouth, Devon, PL1 2AN
Nature of business: Provision of education services
%
Class of shares: holding
Ordinary 100.00

DBS Bristol Limited (indirect)
Registered office: 17 St Thomas Street, Bristol, United Kingdom, BS1 6JS
Nature of business: provision of education services
%
Class of shares: holding
Ordinary 100.00

DBS (Falmouth) Ltd (indirect)
Registered office: 6 Elizabeth Court, Higher Lane, Plymouth, Devon, United Kingdom, PL1 2AN
Nature of business: provision of education services
%
Class of shares: holding
Ordinary 100.00

PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JULY 2024


12. FIXED ASSET INVESTMENTS - continued

DBS Music Holdings Limited (indirect)
Registered office: 26 Hulme Street, Manchester, Greater Manchester, England, M1 5BW
Nature of business: intermediate parent company
%
Class of shares: holding
Ordinary 100.00

DBS Music UK Holdings Limited (indirect)
Registered office: 6 Elizabeth Court, Higher Lane, Plymouth, Devon, United Kingdom, PL1 2AN
Nature of business: intermediate parent company
%
Class of shares: holding
Ordinary 100.00


13. DEBTORS

Group Company
31.7.24 31.7.23 31.7.24 31.7.23
£    £    £    £   
Amounts falling due within one year:
Trade debtors 236,986 756,006 - -
Amounts owed by group undertakings - - 319,163 319,163
Other debtors 96,568 125,597 5,000 -
Directors' current accounts - 437 - 233
Deferred tax asset 845,834 330,625 - -
Prepayments and accrued income 1,890,730 1,845,670 4,478 5,259
3,070,118 3,058,335 328,641 324,655

Amounts falling due after more than one year:
Amounts owed by group undertakings - 6,575,152 330,048 300,044

Aggregate amounts 3,070,118 9,633,487 658,689 624,699

Deferred tax asset
Group Company
31.7.24 31.7.23 31.7.24 31.7.23
£    £    £    £   
Accelerated capital allowances (769,880 ) (765,595 ) - -
Tax losses carried forward 1,615,714 1,096,220 - -
845,834 330,625 - -

Amounts owed by group undertakings falling due within one year are unsecured, interest free, and are repayable on demand.

Amounts owed by group undertakings falling due after more than one year relate to loan notes. The loan notes are unsecured and attract an interest rate of 10% per annum. The final redemption date is 4 March 2026.

PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JULY 2024


14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.7.24 31.7.23 31.7.24 31.7.23
£    £    £    £   
Bank loans and overdrafts (see note 16) 466,666 466,666 - -
Trade creditors 1,653,250 1,542,453 - -
Amounts owed to group undertakings - 6,575,152 89,290 82,139
Social security and other taxes 276,251 452,248 - -
VAT 11,955 16,208 - -
Other creditors 220,913 324,824 - -
Directors' current accounts 9 - 9 -
Accruals and deferred income 4,598,365 3,108,122 - -
7,227,409 12,485,673 89,299 82,139

Amounts due to group undertakings falling due within one year are unsecured, interest free, and are repayable on demand.

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group
31.7.24 31.7.23
£    £   
Bank loans (see note 16) 4,833,333 5,300,001
Other loans (see note 16) 45,997,454 38,586,019
Accruals and deferred income 165,000 175,997
50,995,787 44,062,017

Deferred income of £165,000 (2023: £175,997) relates to a government grant received that is being recognised over 30 years.

Other loans of £35,386,304 (2023: £32,213,511) are unsecured loan notes which attract an interest rate of 10% per annum. The final redemption date is 4 March 2026. Other loans of £10,611,240 (2023: £6,372,508) are unsecured loan notes which attract an interest rate of 10% per annum. The final redemption date is December 2028.

The amounts due to group undertakings falling due after more than one year relate to loan notes. The loan notes are unsecured and attract an interest rate of 10% per annum. The final redemption date is 4 March 2026.

PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JULY 2024


16. LOANS

An analysis of the maturity of loans is given below:

Group
31.7.24 31.7.23
£    £   
Amounts falling due within one year or on demand:
Bank loans 466,666 466,666
Amounts falling due between two and five years:
Bank loans - 2-5 years 4,833,333 5,300,001
Other loans - 2-5 years 45,997,454 32,213,511
50,830,787 37,513,512
Amounts falling due in more than five years:
Repayable otherwise than by instalments
Other loans - 6,372,508

The group has two bank loans. The first loan is repayable on 30 June 2027. The group repays in instalments at an interest rate of 4.25% above SONIA. The second loan is repayable on 30 June 2028. The group repays quarterly interest-only instalments at an interest rate of 4.75% above SONIA.

The bank loans are secured by a fixed and floating charge over the group's assets.

17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
31.7.24 31.7.23
£    £   
Within one year 1,407,850 1,495,592
Between one and five years 6,768,993 8,288,272
In more than five years 22,623,764 10,457,108
30,800,607 20,240,972

PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JULY 2024


18. SECURED DEBTS

The following secured debts are included within creditors:

Group
31.7.24 31.7.23
£    £   
Bank loans 5,299,999 5,766,667

There is a charge in favour of Santander UK PLC dated 28 June 2022 giving a fixed and floating charge over all the assets of companies in the group.

19. DEFERRED TAX

Group
£   
Balance at 1 August 2023 (330,625 )
Provided during year (515,209 )
Balance at 31 July 2024 (845,834 )

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.7.24 31.7.23
value: £
367,073 Ordinary A1 £1 367,073 367,073
1,927 Ordinary A2 £1 1,927 1,927
5,229 Ordinary B £1 5,229 5,229
104,771 Ordinary C1 £1 104 ,771 89,771
5,000 Ordinary C2 £1 5,000 5,000
10,000 Ordinary C3 £1 10,000 20,000
494,000 494,000 489,000

The holders of the A2 shares are not entitled to attend or vote at a general meeting.

In the Event of Default, the number of voting rights attaching to the A1 Ordinary shares at any general meeting or on any written resolution shall be such number as is equal to 95% of the total voting rights attaching to all shares in issue. The enhanced voting rights shall continue until such time as the Event of Default ceases; is waived, or remedied.

In all other respects, the shares rank pari passu.

During the year the company reclassified 10,000 ordinary C3 shares into ordinary C1 shares. The company also allotted 5,000 C1 ordinary shares at nominal value.

21. RESERVES

Retained earnings - This reserve records retained earnings and accumulated losses.

Share premium - This reserve records the premium paid over par for issued shares.

PROJECT ALPHA TOPCO LIMITED (REGISTERED NUMBER: 12480649)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JULY 2024


22. RELATED PARTY DISCLOSURES

Company

Details of the transactions between fellow group companies have not been disclosed in line with paragraph 33.1A of FRS102.

23. EVENTS AFTER THE END OF THE REPORTING PERIOD

There were no material events up to the date of approval of the financial statements by the Board.

24. ULTIMATE CONTROLLING PARTY

The controlling shareholder in the group is Apiary Capital Partners I Investment GP LLP, a limited liability partnership incorporated in England.

The ultimate controlling entity of the group is Apiary Capital LLP, a limited liability partnership incorporated in England.

The ultimate controlling party is Mr M Salter by virtue of his controlling interest in Apiary Capital LLP.