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 |
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: |
REGISTERED OFFICE: |
BUSINESS ADDRESS: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: | Michelle Coates |
AUDITORS: |
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: |
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. |
Other changes in directors holding office are as follows: |
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: |
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. |
for and on behalf of |
Chartered Accountants & Statutory Auditors |
Stone House |
Stone Road Business Park |
Stoke-on-Trent |
ST4 6SR |
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 | ( |
) | ( |
) |
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 |
CURRENT ASSETS |
Debtors | 13 |
CREDITORS |
Amounts falling due within one year | 14 | ( |
) | ( |
) |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 20 |
Share premium | 21 |
Retained earnings | 21 | ( |
) |
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 |
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 | ( |
) |
Changes in equity |
Profit for the year | - | 19,459 | - | 19,459 |
Total comprehensive income | - | - |
Balance at 31 July 2023 | ( |
) |
Changes in equity |
Profit for the year | - | 21,830 | - | 21,830 |
Total comprehensive income | - | - |
Issue of share capital | - |
Balance at 31 July 2024 |
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 |
The principal activity of the company during the period was that of a holding company. |
2. | ACCOUNTING POLICIES |
BASIS OF PREPARING THE FINANCIAL STATEMENTS |
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. |
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 |
Short leasehold improvements | - |
Long leasehold | - |
Plant and machinery | - |
Fixtures and fittings | - |
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 |
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 |
NET BOOK VALUE |
At 31 July 2024 |
At 31 July 2023 |
The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
SUBSIDIARIES |
Registered office: Dpc Stone House, 55 Stone Road Business Park, Stoke-On-Trent, Staffordshire, England, ST4 6SR |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Dpc Stone House, 55 Stone Road Business Park, Stoke-On-Trent, Staffordshire, England, ST4 6SR |
Nature of business: |
% |
Class of shares: | holding |
Registered office: C/O Dpc Accountants Stone House, 55 Stone Road Business Park, Stoke On Trent, Staffordshire, England, ST4 6SR |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 26 Hulme Street, Manchester, M1 5BW |
Nature of business: |
% |
Class of shares: | holding |
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 |
Registered office: Heath Mill Studios 68 Heath Mill Lane, Digbeth, Birmingham, West Midlands, United Kingdom, B9 4AR |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 26 Hulme Street, Manchester, M1 5BW |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 26 Hulme Street, Manchester, England, M1 5BW |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 26 Hulme Street, Manchester, M1 5BW. |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 6 Elizabeth Court, Higher Lane, Plymouth, Devon, PL1 2AN |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 17 St Thomas Street, Bristol, United Kingdom, BS1 6JS |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 6 Elizabeth Court, Higher Lane, Plymouth, Devon, United Kingdom, PL1 2AN |
Nature of business: |
% |
Class of shares: | holding |
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 |
Registered office: 26 Hulme Street, Manchester, Greater Manchester, England, M1 5BW |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 6 Elizabeth Court, Higher Lane, Plymouth, Devon, United Kingdom, PL1 2AN |
Nature of business: |
% |
Class of shares: | holding |
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 | - | - |
Other debtors | 96,568 | 125,597 |
Directors' current accounts | - | 437 | - | 233 |
Deferred tax asset | 845,834 | 330,625 | - | - |
Prepayments and accrued income | 1,890,730 | 1,845,670 |
3,070,118 | 3,058,335 |
Amounts falling due after more than one | year: |
Amounts owed by group undertakings | - | 6,575,152 |
Aggregate amounts | 3,070,118 | 9,633,487 |
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 |
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 |
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. |