Caseware UK (AP4) 2024.0.164 2024.0.164 2024-08-312025-05-292025-05-292024-08-312024-08-312025-05-29On 9 September 2024, the Group acquired a property as an addition to the Gleddings School for £692k, this was a non-adjusting post balance sheet event. On 24 October 2024, the Group acquired Finborough School Limited and Forchild Limited for a purchase price of £14,500k, this was a non-adjusting post balance sheet event. On 5 March 2025, the Group entered into an agreement for a facility commitment of £30,000k. At the date of signing of these financial statements, the Group had drawn £15,000k of this facility. On 6 May 2025 the Group acquired the British College of Andorra for an estimated purchase price of £10,978k, this was a non-adjusting post balance sheet event. There were no adjusting or other non-adjusting events occuring between the end of the reporting period and the date of approval of these financial statements.02024-05-15falsefalse0falsefalse 15722375 2024-05-15 2024-08-31 15722375 2023-05-15 2024-05-14 15722375 2024-08-31 15722375 2024-05-14 15722375 1 2024-05-15 2024-08-31 15722375 d:Director1 2024-05-15 2024-08-31 15722375 d:Director1 2024-08-31 15722375 d:Director2 2024-05-15 2024-08-31 15722375 d:Director2 2024-08-31 15722375 d:Director3 2024-05-15 2024-08-31 15722375 d:Director3 2024-08-31 15722375 d:Director4 2024-05-15 2024-08-31 15722375 d:Director4 2024-08-31 15722375 d:Director5 2024-05-15 2024-08-31 15722375 d:Director5 2024-08-31 15722375 d:Director6 2024-05-15 2024-08-31 15722375 d:Director6 2024-08-31 15722375 d:Director7 2024-05-15 2024-08-31 15722375 d:Director7 2024-08-31 15722375 d:RegisteredOffice 2024-05-15 2024-08-31 15722375 c:Buildings 2024-05-15 2024-08-31 15722375 c:PlantMachinery 2024-05-15 2024-08-31 15722375 c:MotorVehicles 2024-05-15 2024-08-31 15722375 c:FurnitureFittings 2024-05-15 2024-08-31 15722375 c:ComputerEquipment 2024-05-15 2024-08-31 15722375 c:Goodwill 2024-05-15 2024-08-31 15722375 c:OtherResidualIntangibleAssets 2024-05-15 2024-08-31 15722375 c:CurrentFinancialInstruments 2024-08-31 15722375 c:Non-currentFinancialInstruments 2024-08-31 15722375 c:Non-currentFinancialInstruments 1 2024-08-31 15722375 c:Non-currentFinancialInstruments 2 2024-08-31 15722375 c:CurrentFinancialInstruments c:WithinOneYear 2024-08-31 15722375 c:Non-currentFinancialInstruments c:AfterOneYear 2024-08-31 15722375 c:ShareCapital 2024-05-15 2024-08-31 15722375 c:ShareCapital 2024-08-31 15722375 c:ShareCapital 2024-05-14 15722375 c:RetainedEarningsAccumulatedLosses 2024-05-15 2024-08-31 15722375 c:RetainedEarningsAccumulatedLosses 2024-08-31 15722375 c:RetainedEarningsAccumulatedLosses 2024-05-14 15722375 d:OrdinaryShareClass1 2024-05-15 2024-08-31 15722375 d:OrdinaryShareClass1 2024-08-31 15722375 d:OrdinaryShareClass2 2024-05-15 2024-08-31 15722375 d:OrdinaryShareClass2 2024-08-31 15722375 d:OrdinaryShareClass3 2024-05-15 2024-08-31 15722375 d:OrdinaryShareClass3 2024-08-31 15722375 d:PreferenceShareClass1 2024-05-15 2024-08-31 15722375 d:PreferenceShareClass1 2024-08-31 15722375 d:PreferenceShareClass2 2024-05-15 2024-08-31 15722375 d:PreferenceShareClass2 2024-08-31 15722375 d:FRS102 2024-05-15 2024-08-31 15722375 d:Audited 2024-05-15 2024-08-31 15722375 d:FullAccounts 2024-05-15 2024-08-31 15722375 d:PrivateLimitedCompanyLtd 2024-05-15 2024-08-31 15722375 c:Subsidiary1 2024-05-15 2024-08-31 15722375 c:Subsidiary1 1 2024-05-15 2024-08-31 15722375 d:Consolidated 2024-08-31 15722375 d:ConsolidatedGroupCompanyAccounts 2024-05-15 2024-08-31 15722375 2 2024-05-15 2024-08-31 15722375 6 2024-05-15 2024-08-31 15722375 c:SpecificBusinessCombination1 2024-05-15 2024-08-31 15722375 c:SpecificBusinessCombination1 2024-08-31 15722375 c:SpecificBusinessCombination1 2 2024-08-31 15722375 c:SpecificBusinessCombination1 c:CurrentFinancialInstruments 2024-08-31 15722375 c:SpecificBusinessCombination1 c:Non-currentFinancialInstruments 2024-08-31 15722375 c:SpecificBusinessCombination2 2024-05-15 2024-08-31 15722375 c:SpecificBusinessCombination2 2024-08-31 15722375 c:SpecificBusinessCombination2 c:CurrentFinancialInstruments 2024-08-31 15722375 c:SpecificBusinessCombination2 c:Non-currentFinancialInstruments 2024-08-31 15722375 c:SpecificBusinessCombination3 2024-05-15 2024-08-31 15722375 c:SpecificBusinessCombination3 2024-08-31 15722375 c:SpecificBusinessCombination3 c:CurrentFinancialInstruments 2024-08-31 15722375 c:SpecificBusinessCombination3 c:Non-currentFinancialInstruments 2024-08-31 15722375 f:PoundSterling 2024-05-15 2024-08-31 xbrli:shares iso4217:GBP xbrli:pure
Registered number: 15722375 (England and Wales)














MC SOCRATES TOPCO LIMITED


ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 AUGUST 2024

 
MC SOCRATES TOPCO LIMITED
 
 
COMPANY INFORMATION


Directors
A R Eiranova 
J R Forsyth 
J Abad 
K E Farrell 
A Ghanem 
T Halford 
B A Klein 




Registered number
15722375



Registered office
Duo Level 6
280 Bishopsgate

London

United Kingdom

EC2M 4RB




Independent auditor
ZEDRA Corporate Reporting Services (UK) Limited





 
MC SOCRATES TOPCO LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 6
Independent Auditors' Report
 
7 - 11
Consolidated Statement of Comprehensive Income
 
12
Consolidated Balance Sheet
 
13 - 14
Company Balance Sheet
 
15
Consolidated Statement of Changes in Equity
 
16
Company Statement of Changes in Equity
 
17
Consolidated Statement of Cash Flows
 
18
Consolidated Analysis of Net Debt
 
19
Notes to the Financial Statements
 
20 - 48


 
MC SOCRATES TOPCO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 AUGUST 2024

Introduction
 
The directors present their Strategic Report and audited consolidated financial statements for the period ended 31 August 2024 for MC Socrates Topco Limited ('the Company') and its subsidiaries ('the Group'). The period presented is a short period from 15 May 2024 to 31 August 2024.

Business review
 
MC Socrates Topco Limited was incorporated on 15 May 2024 to become the holding company of the MC Socrates group. The Company, via its wholly owned subsidiaries, acquired Forfar Education Ventures LLP and Forfar Education Limited on 5 June 2024 (the “Forfar Group”). The Forfar Group comprised a perimeter of eight independent schools and one nursery in the United Kingdom. After the acquisition of the Forfar Group, the Group made two further independent school acquisitions on 7 June 2024 and 25 July 2024, acquiring Colégio do Vale, in Portugal and St Helen’s College in the United Kingdom.

Principal risks and uncertainties
 
The Group is exposed to a range of risks and uncertainties that may impact its ability to deliver its strategic objectives. The Board regularly reviews the Group’s risk register and has appropriate processes in place to manage and mitigate risk.

Market and economic risk
The business is affected by general economic conditions, customer confidence and market trends. A downturn in the independent education sector could impact demand for the Group's services. The Group mitigates this through diversification, active customer engagement and scenario planning.

Credit risk
There is a risk that customers may delay or default on payments. The Group has strong credit control processes in place and monitors customer balances regularly. Where necessary, provisions are made for doubtful debts.

Operational risk
Operational risks include system failures, service delivery issues, or supply chain disruptions. These are managed through robust internal controls, business continuity planning and regular performance monitoring.

Regulatory and legal risk
Compliance with applicable laws and regulations is critical. The Group keeps abreast of relevant changes through external advisors and has internal policies and training in place to ensure compliance across education, UKVI, health and safety and other key areas.

Talent retention and people risk
Attracting and retaining skilled staff is essential to the success of the Group. The business has focused on employee development, performance management and maintaining an inclusive culture to mitigate this risk and to support our teams to thrive.

Financial key performance indicators
 
The directors use a range of financial key performance indicators to monitor performance. In this initial period, they are satisfied with the turnover achieved being £5,815k which on an annualised based would provide £23,260k of turnover.

Measured against the number of full time students, this equates to £4k of income per head for the period.

Page 1

 
MC SOCRATES TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2024

Other key performance indicators
 
The directors consider pupil enrolment to be a key non-financial performance indicator. During the period the Group had 1,555 pupils enrolled which amounts to an enrolment utilisation of 79.5%. This was a satisfactory rate as the first period of trade.

Directors' statement of compliance with duty to promote the success of the Group
 
In accordance with Section 172 of the Companies Act 2006, the directors of the Company confirm that they have acted in good faith to promote the success of the Company for the benefit of the members as a whole, while having due regard to the broader matters set out in Section 172. These include the interest of employees, the need to foster relationships with suppliers, customers and others, the impact of operations on the community and the environment and the importance of maintaing a reputation for high standards of business conduct.

The Board is mindful of the Company's purpose, values and long-term strategic priorities and these have shaped decision-making throughout the year. Directors receive regular updates on stakeholder interests and consider these when assessing opportunities and risks, making investments and reviewing the Company's financial and operational performance.

Shareholders
The Board maintains regular dialogue with the Company's shareholders, through scheduled board meetings, monthly reporting and regular updates. Strategic decisions, such as acquisitions, capital allocation, major operational changes and performance management, are made in alignment with shareholder expectations while maintaining a focus on sustainable value creation.

Employees
Our employees are critical to the ongoing success of the business. Engagement this year included regular town halls, staff surverys and enhanced internal communications. Key decisions during the year, including changes to team structures and investment in leadership development were made with the consideration of employee wellbeing, retention and development.

Customers and suppliers
The Company's commercial success depends on long-term, reliable relationships with its customers and suppliers. During the year, the Company prioritised open lines of communication and service excellence. Key decisions such as the rollout of a new customer support platform and supplier renegotiations were taken following detailed consultation and feedback to ensure mutual benefit and business continuity.

Regulators and the wider community
The Company is committed to acting responsibly and transparently. Compliance with regulatory requirements remains a priority and the directors consider the potential impact of Company activities on the environment and broader community.

The directors recognise that stakeholder interests may not always be perfectly aligned. In such cases, the board aims to balance competing demands and take decisions that support the long-term success of the business.


This report was approved by the board and signed on its behalf.


A R Eiranova
Director

Date: 29 May 2025

Page 2

 
MC SOCRATES TOPCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 AUGUST 2024

The directors present their report and the financial statements for the period ended 31 August 2024.

Principal activity

MC Socrates Topco Limited is engaged in the provision of education services across the UK and Portugal. 

Results and dividends

The loss for the period, after taxation, amounted to £3,222 thousand.

The directors do not recommend the payment of a dividend and no dividends were paid.

Directors

The directors who served during the period were:

A R Eiranova (appointed 6 June 2024)
J R Forsyth (appointed 6 June 2024)
J Abad (appointed 5 June 2024)
K E Farrell (appointed 8 July 2024)
A Ghanem (appointed 5 June 2024)
T Halford (appointed 5 June 2024)
B A Klein (appointed 8 July 2024)

Future developments

The Group expects to continue to grow its private education offering through strategic acquisitions and the consolidation of its position in the market.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK 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 Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies 
Page 3

 
MC SOCRATES TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2024

Act 2006They 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.

Engagement with employees

Employment of disabled persons

The Group is committed to promoting equal opportunities in employement in accordance with its Equal Opportinuties Policy. During the period, the Group has applied the following policies in relation to the employment of disabled persons:

The Group gives full and fair consideration to all job applications, including those from disabled persons, with due regard to the applicants' aptitudes and abilities. Recruitment and selection processes are conducted based on objective criteria and merit, ensuring non-discrimination on the grounds of disability or any other Protected Characteristic.
In cases where employees become disabled during their employment, the Group remains committed to their continued employment. Reasonable adjustments are considered and implemented where appropriate, to support such individuals in continuing to perform their roles.
Disabled employees are provided with equal access to training, career development and promotion opportunities. All aspects of employment, including pay, appraisals and conduct are administered without discrimination, in line with our policy and relevant legal obligations.

These policies reflect the Group's ongoing commitment to fostering an inclusive and accessible working environment for all.

Employee engagement

The Group actively promotes employee engagement and involvement across all areas of its operations. During the period, the following actions were taken:

Information sharing: regular communication is maintained through weekly team meetings, monthly governance meetings with our schools and all-company townhall meetings. These forums ensure all employees are informed of matters affecting them and the business.
Consultation: employee views are regularly sought through direct dialogue and our annual staff engagement survey. Where decisions are likely to materially affect employee interests, appropriate consultations are undertaken, ensuring all voices are heard and considered.
Awareness of financial and economic factors: through the aforementioned communication channels, employees are kept informed about the Group's financial performance, strategic direction and key economic factors impacting operations.

Summary of director engagement

Engagement: directors have engaged with employees through structured communication and feedback mecahnisms, including regular meetings, governance sessions, townhalls and surveys.
Consideration of interests: the directors have had due regard to employee interests in their decision-making processes. Feedback obtained from engagement activities has directly influenced the implementation of initiatives such as SEN training and the introduction of townhall meetings, both of which respond to staff input and enhance alignment with the Group's vision and values.

These initiatives are underpinned by our Equal Opportunities Policy, which ensures that all employees, regardless of background or protected characteristic have equal access to information, opportunities and rewards.

Page 4

 
MC SOCRATES TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2024

Engagement with suppliers, customers and others

The Company's commercial success depends on long-term, reliable relationships with its customers and suppliers. During the year, the Company prioritised open lines of communication and service excellence. Key decisions such as the rollout of a new customer support platform and supplier renegotiations were taken following detailed consultation and feedback to ensure mutual benefit and business continuity.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group's ambition is to move steadily towards a net zero position. We strive to operate sustainably and we have begun to work towards reducing our carbon footprint. We have moved a number of our gas and electric contracts to renewable energy contracts. Each year, we audit our ESG (Environmental, Social and Governance) performance as we aim to be best in class on environmental metrics. We offer staff cycle to work schemes, encourage car sharing schemes amongst parents and ask parents to walk their children to school whenever possible. In the day running of our schools, children and staff are encouraged to reduce their energy consumption. We are exploring initiatives such as installing EV charging points, solar and ground source heat pumps and roof and ground mounted photovoltaic panels where appropriate across our estate.
The Group's greenhouse gas emissions and energy consumption are as follows: 


4 month period ended
31 August
2024

Emissions resulting from activities for which the Group is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)
73.59

Emissions resulting from the purchase of electricity by the Group for its own use, including the purposes of transport (in tonnes of CO2 equivalent)
33.28

Energy consumed from activities for which the Group is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Group for its own use, including for the purposes of transport, in kWh
512,030

Intensity ratio
The Group measures its intensity ratio as tCO2e emissions per pupil which during the period was 0.687 tCO2e.
Efficiency narrative
Due to this being a partial year report, and the first relating to a partial SECR disclosure, no specific energy efficiency actions are included. Although, the Group strives to ensure minimum wastage by ensuring lights, heaters and fans are only used in buildings and rooms as required.

Quantification and reporting methodology
The methodology used follows best practice and is based on HM Government Environmental Reporting Guidelines March 2019.
All emissions factors are taken from UK Government GHG Conversion Factors for Company Reporting, version 2.0, 2024 factors.
Scope 1 (natural gas) and Scope 2 consumption data (electricity) is taken from internal accounting systems.
 
Page 5

 
MC SOCRATES TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2024


Scope 1 (burning oil, company owned cars and vans) is taken from internal accounting systems.
Please note that gas and electricity consumption data was only available for the full year. As a result, annual consumption figures were pro-rated across the reporting period. This approach may introduce inaccuracies due to seasonal variations in prices.

Matters covered in the Group Strategic Report

In accordance with Section 414c (11) certain information required to be included in the Directors Report has otherwise been included in the Strategic Report, including information in respect of financial risk.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditorsZEDRA Corporate Reporting Services (UK) Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Post balance sheet events

Except for those matters disclosed in note 29 to the financial statements, there have been no significant events affecting the Group since the period end.

This report was approved by the board and signed on its behalf.
 





A R Eiranova
Director

Date: 29 May 2025

Page 6

 
MC SOCRATES TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MC SOCRATES TOPCO LIMITED
 

Opinion


We have audited the financial statements of MC Socrates Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 August 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 31 August 2024 and of the Group's loss for the period 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 United Kingdom, including the Financial Reporting Council'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 or 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.


Page 7

 
MC SOCRATES TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MC SOCRATES TOPCO LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


Opinion 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 Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report 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 Directors' Report.


We have nothing to report in respect of the following matters in relation to which 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.


Page 8

 
MC SOCRATES TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MC SOCRATES TOPCO LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 is 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.


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 an Auditors' Report 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

the responsible individual ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the Group through discussions with directors and other management, and from our commercial knowledge and experience;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group, including the Companies Act 2006 and taxation legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
Page 9

 
MC SOCRATES TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MC SOCRATES TOPCO LIMITED (CONTINUED)


To address the risk of fraud through management bias and override of controls, we:

performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.

We identified that fraud risk in relation to revenue recognition is a significant risk in line with ISA 240 and designed and implemented appropriate audit procedures in this area. Audit procedures included but were not limited to substantive testing from school registration records through to invoice and receipt, as well as performing appropriate year end cut off testing. We performed analytical reviews and proved school fee income in total on each trading school against an expectation of pupils enrolled and price lists.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC, the Group’s legal advisors, OFSTED and the Independent Schools Inspectorate.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 10

 
MC SOCRATES TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MC SOCRATES TOPCO LIMITED (CONTINUED)


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 2006Our 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 an Auditors' Report 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.





Edward Wallis ACA (Senior Statutory Auditor)
for and on behalf of
ZEDRA Corporate Reporting Services (UK) Limited
Chartered Accountants and Statutory Auditors
Birchin Court 5th Floor
19-25 Birchin Lane
London
United Kingdom
EC3V 9DU


29 May 2025
Page 11

 
MC SOCRATES TOPCO LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 AUGUST 2024

4 month period ended
31 August
2024
Note
£000

  

Turnover
 4 
5,815

Cost of sales
  
(736)

Gross profit
  
5,079

Administrative expenses
  
(6,776)

Operating (loss)
 5 
(1,697)

Interest receivable and similar income
 9 
20

Interest payable and similar expenses
 10 
(1,765)

(Loss) before taxation
  
(3,442)

Tax on loss
 11 
220

(Loss) for the financial period
  
(3,222)

  

Total comprehensive income for the period
  
(3,222)

(Loss) for the period attributable to:
  

Owners of the parent Company
  
(3,222)

  
(3,222)

There were no recognised gains and losses for 2024 other than those included in the consolidated statement of comprehensive income.

The notes on pages 20 to 48 form part of these financial statements.

All results were derived from continuing operations.

Page 12

 
MC SOCRATES TOPCO LIMITED
REGISTERED NUMBER: 15722375

CONSOLIDATED BALANCE SHEET
AS AT 31 AUGUST 2024

2024
Note
£000

Fixed assets
  

Intangible assets
 13 
44,306

Tangible assets
 14 
34,613

  
78,919

Current assets
  

Stocks
 16 
60

Debtors: amounts falling due within one year
 17 
4,061

Cash at bank and in hand
 18 
7,677

  
11,798

Creditors: amounts falling due within one year
 19 
(9,315)

Net current assets
  
 
 
2,483

Total assets less current liabilities
  
81,402

Creditors: amounts falling due after more than one year
 20 
(82,906)

Provisions for liabilities
  

Deferred taxation
 21 
(655)

  
 
 
(655)

Net (liabilities)
  
(2,159)

Page 13

 
MC SOCRATES TOPCO LIMITED
REGISTERED NUMBER: 15722375
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 AUGUST 2024

2024
Note
£000

Capital and reserves
  

Called up share capital 
 22 
1,063

Profit and loss account
 23 
(3,222)

Equity attributable to owners of the parent Company
  
(2,159)

  
(2,159)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


A R Eiranova
Director

Date: 29 May 2025

The notes on pages 20 to 48 form part of these financial statements.

Page 14

 
MC SOCRATES TOPCO LIMITED
REGISTERED NUMBER: 15722375

COMPANY BALANCE SHEET
AS AT 31 AUGUST 2024

2024
Note
£000

Fixed assets
  

Investments
 15 
79,528

  
79,528

Current assets
  

Debtors: amounts falling due within one year
 17 
1,186

  
1,186

Creditors: amounts falling due within one year
 19 
(16)

Net current assets
  
 
 
1,170

Total assets less current liabilities
  
80,698

  

Creditors: amounts falling due after more than one year
 20 
(81,375)

  

Net (liabilities)
  
(677)


Capital and reserves
  

Called up share capital 
 22 
1,063

(Loss) for the period
  
(1,740)

Profit and loss account carried forward
  
(1,740)

  
(677)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


A R Eiranova
Director

Date: 29 May 2025

The notes on pages 20 to 48 form part of these financial statements.

Page 15

 
MC SOCRATES TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 AUGUST 2024


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£000
£000
£000
£000

At 15 May 2024
794
-
794
794


Comprehensive income for the period

Loss for the period
-
(3,222)
(3,222)
(3,222)
Total comprehensive income for the period
-
(3,222)
(3,222)
(3,222)


Contributions by and distributions to owners

Shares issued during the period
268
-
268
268


Total transactions with owners
268
-
268
268


At 31 August 2024
1,062
(3,222)
(2,160)
(2,160)

Page 16

 
MC SOCRATES TOPCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 AUGUST 2024


Called up share capital
Profit and loss account
Total equity

£000
£000
£000

At 15 May 2024
794
-
794


Comprehensive income for the period

Loss for the period
-
(1,740)
(1,740)
Total comprehensive income for the period
-
(1,740)
(1,740)


Contributions by and distributions to owners

Shares issued during the period
268
-
268


Total transactions with owners
268
-
268


At 31 August 2024
1,062
(1,740)
(678)

Page 17

 
MC SOCRATES TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 AUGUST 2024

2024
Note
£000

Cash flows from operating activities
  

Loss for the financial period
  
(3,222)

Adjustments for:
  

Amortisation of intangible assets
 13 
1,131

Depreciation of tangible assets
 14 
219

Interest paid
 10 
1,765

Interest received
 9 
(20)

(Increase) in debtors
 17 
(272)

Increase in creditors
 19,20 
1,457

Net cash generated from operating activities

  

1,058

  

Cash flows from investing activities
  

Purchase of tangible fixed assets
 14 
(7,029)

Acquisition of subsidiaries, net of cash
 24 
(43,609)

Net cash from investing activities

  

(50,638)

Cash flows from financing activities
  

Issue of ordinary shares
 22 
1,063

Repayment of acquired debt
  
(23,436)

Shares treated as debt - issued
 22 
79,620

Net cash used in financing activities
  
57,247

Net increase in cash and cash equivalents
  
7,667

Cash and cash equivalents at the end of period
  
7,667


Cash and cash equivalents at the end of period comprise:
  

Cash at bank and in hand
  
7,667

  
7,667


The notes on pages 20 to 48 form part of these financial statements.

Page 18

 
MC SOCRATES TOPCO LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 AUGUST 2024




Cash flows
Acquisition and disposal of subsidiaries
At 31 August 2024
£000

£000

£000

Cash at bank and in hand

(5,622)

13,299

7,677

Debt due after one year

(81,376)

-

(81,376)

Debt due within one year

(39)

-

(39)


(87,037)
13,299
(73,738)

The notes on pages 20 to 48 form part of these financial statements.

Page 19

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

1.


General information

MC Socrates Topco Limited is a private company, limited by shares, incorporated in England and Wales under the Companies Act 2006. The registered office and registered number are shown on the company information page. The period presented is a short period from 15 May 2024 to 31 August 2024. The nature of the Group's operations are set out in the Directors' Report.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

Excluding share premium treated as debt, the Group is in a net asset position of £79.2m at the balance sheet date and a net current asset position of £2.5m. The directors have prepared cash flow forecasts for at least 12 months from the date of approval of these financial statements, which demonstrate that the Group has sufficient resources available to continue trading.
 
For this reason, the directors have prepared these financial statements on a going concern basis as they expect the Group and its subsidiaries to continue trading for a period of at least 12 months from the date of approval of these financial statements.

Page 20

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Rendering of services

Turnover from school fees and other similar income is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of turnover can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the costs incurred and the costs to complete the contract can be measured reliably.

Discounts are given and applied against income when these are in line with the individual school's policies for discounts.

The Group has four main revenue streams: School fees, Nursery fees, Clubs and Trips and other income.

School and Nursery fee income relates to tuition and boarding and is recognised evenly over the academic year, being 1 September to 31 August; 
Page 21

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

2.Accounting policies (continued)


2.5
Turnover (continued)

Trip income (which includes events) relates to profits earned through organising the activity. The income is recognised in the month when the trip or event takes place;
Club income is recognised on a termly basis in line with when each club begins and takes place;
Other income relates to miscellaneous income. This is recognised on an ad hoc basis.

Turnover also includes other income, receivable from local authorisies in line with Government legislation. This income is recognised on the accrual basis and credited to profit or loss as the educational service is delivered.

Invoicing occurs on the first day of each new term, deposits from customers in advance of the new term are recognised as deferred income and released over the duration of the term.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 22

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Page 23

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

2.Accounting policies (continued)

 
2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Goodwill
-
10
years
Computer software
-
3
years

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
3%
on cost
Assets in the course of construction
-
Not yet depreciated
Motor vehicles
-
25%
on cost
Fixtures and fittings
-
10%
on cost
Computer equipment
-
25%
on cost

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 24

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

2.Accounting policies (continued)

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

Creditors

Creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.17

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement
Page 25

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

2.Accounting policies (continued)


2.17
Financial instruments (continued)

of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
 
Page 26

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

2.Accounting policies (continued)


2.17
Financial instruments (continued)


Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the directors have considered those areas of the financial statements where there is estimation uncertainty and the directors' judgement has been required.

Valuation and useful economic life of Goodwill
Included within these financial statements is Goodwill arising on the acquisition of subsidiaries. In accordance with FRS 102, the directors are required to make an assessment of the useful economic life of Goodwill, together with an annual review for impairment. The directors have reviewed the expected useful life of the Goodwill and concluded that a useful economic life of 10 years is appropriate. This is based on the ability to accurately forecast forward looking information and identify the potential returns from acquired assets. Management acknowledges that this contains estimation uncertainty as well as being a significant judgement and therefore has the potential to cause material misstatement within these financial statements.

Valuation and useful economic life of tangible fixed assets
The depreciation rates set out in note 2.11 of these financial statements have been determined using management's estimate of the useful economic lives of tangible fixed assets. There is some estimation uncertainty present in this assessment as assets' lives may be longer or shorter than described. In such cases, management determines where there is a need to impair these assets or make a reassessment of the useful economic lives of the assets in question. These judgements, individually and collectively, have the potential to cause material misstatement within the financial statements.
Carrying values of investments
Management consider each year whether investments should be impaired. This requires judgement based on current financial and non-financial information in relation to the recoverability of the investments. Management have reviewed the value of material investment by reference to their value in use for thegroup as a whole. These judgements could have a material effect on the carrying values of the investments.

Page 27

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


4 month period ended
31 August
2024
£000

Nursery fees
1,073

School fees
4,238

Club and trip income
242

Other income
262

5,815


Analysis of turnover by country of destination:

4 month period ended
31 August
2024
£000

United Kingdom
5,552

Rest of Europe
263

5,815



5.


Operating (loss)

The operating (loss) is stated after charging:

4 month period ended
31 August
2024
£000

Amortisation of goodwill
1,131

Exchange differences
46

Other operating lease rentals
70

Depreciation of tangible fixed assets
219

Page 28

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

6.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors and their associates:


4 month period ended
31 August
2024
£000

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
58

Fees payable to the Company's auditors and their associates in respect of:

The auditing of accounts of associates of the Company
5

All non-audit services not included above
45


7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
2024
£000


Wages and salaries
3,507

Social security costs
378

Cost of defined contribution scheme
171

4,056


The average monthly number of employees, including the directors, during the period was as follows:


4 month period ended
       31 August
        2024
            No.






Teaching
403



Nursery
92



Support
120

615

Page 29

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

8.


Directors' remuneration

4 month period ended
31 August
2024
£000

Directors' emoluments
122

122


Only certain directors were remunerated through the Group during the period, non-employee directors are members of the board and are not remunerated for their services to this Group.


9.


Interest receivable

4 month period ended
31 August
2024
£000


Interest receivable from directors loans
20

20


10.


Interest payable and similar expenses

4 month period ended
31 August
2024
£000


Bank interest payable
10

Interest on preference shares
1,755

1,765

Page 30

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

11.


Taxation


4 month period ended
31 August
2024
£000

Corporation tax


Current tax on loss for the period
(240)


(240)

Foreign tax


Foreign tax on income for the period
20

20


Tax on loss
(220)

Factors affecting tax charge for the period

The tax assessed for the period is higher than the standard rate of corporation tax in the UK of25%. The differences are explained below:

4 month period ended
31 August
2024
£000


(Loss) on ordinary activities before tax
(3,442)


(Loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
(861)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
283

Expenses not deductible for tax purposes
94

Utilisation of tax losses
264

Total tax credit for the period
(220)

Page 31

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
 
11.Taxation (continued)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the period was (£1,740).


13.


Intangible assets

Group and Company




Computer software
Goodwill
Total

£000
£000
£000



Cost


Additions
27
45,410
45,437



At 31 August 2024

27
45,410
45,437



Amortisation


Charge for the period on owned assets
-
1,131
1,131



At 31 August 2024

-
1,131
1,131



Net book value



At 31 August 2024
27
44,279
44,306

Goodwill acquired in the period relates to the acquisitions of Forfar Education Ventures LLP, Forfar Education Limited, St Helen's College Limited and J. Marques Lda.



Page 32

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

14.


Tangible fixed assets

Group






Freehold property
Assets in the course of construction
Motor vehicles
Fixtures and fittings
Computer equipment
Total

£000
£000
£000
£000
£000
£000



Cost or valuation


Additions
31,353
451
70
2,398
560
34,832



At 31 August 2024

31,353
451
70
2,398
560
34,832



Depreciation


Charge for the period on owned assets
72
-
6
94
47
219



At 31 August 2024

72
-
6
94
47
219



Net book value



At 31 August 2024
31,281
451
64
2,304
513
34,613


15.


Fixed asset investments

Company





Investments in subsidiary companies

£000



Cost or valuation


Additions
79,528



At 31 August 2024
79,528




Page 33

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

MC Socrates Midco Limited
Duo Level 6, 280 Bishopsgate, London, England, EC2M 4RB
Ordinary
100%

The aggregate of the share capital and reserves as at 31 August 2024 and the profit or loss for the period ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
(Loss)

MC Socrates Midco Limited
79,526
(2)

Page 34

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

MC Socrates Bidco Limited
Duo Level 6, 280 Bishopsgate, London, England, EC2M 4RB
Ordinary
100%
Forfar Education Ventures LLP
4 The Vale, London, United Kingdom, SW3 6AH
Member
99%
Forfar Education Limited
4 The Vale, London, United Kingdom, SW3 6AH
Ordinary
100%
J. Marques, LDA
4 The Vale, London, United Kingdom, SW3 6AH
Ordinary
100%
St Helen's College Limited
4 The Vale, London, United Kingdom, SW3 6AH
Ordinary
100%
Forfar Chelsea Limited
4 The Vale, London, United Kingdom, SW3 6AH
Ordinary
100%
Forfar Sunderland Limited
4 The Vale, London, United Kingdom, SW3 6AH
Ordinary
100%
Argyle House Holdings Limited
4 The Vale, London, United Kingdom, SW3 6AH
Ordinary
100%
Forfar Bournemouth Limited
4 The Vale, London, United Kingdom, SW3 6AH
Ordinary
100%
Forfar Bournemouth PropCo Limited
4 The Vale, London, United Kingdom, SW3 6AH
Ordinary
100%
Park School (Bournemouth) Limited
4 The Vale, London, United Kingdom, SW3 6AH
Ordinary
100%
Dean Park Day Nursery Limited
4 The Vale, London, United Kingdom, SW3 6AH
Ordinary
100%
Forfar Hampshire Limited
4 The Vale, London, United Kingdom, SW3 6AH
Ordinary
100%
Forfar (Harrogate) UK Limited
4 The Vale, London, United Kingdom, SW3 6AH
Ordinary
100%
Harrogate Preparatory School Limited
4 The Vale, London, United Kingdom, SW3 6AH
Ordinary
100%
Forfar Halifax Limited
4 The Vale, London, United Kingdom, SW3 6AH
Ordinary
100%
Page 35

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
Indirect subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

The Gleddings School Limited
4 The Vale, London, United Kingdom, SW3 6AH
Ordinary
100%
Forfar Wirral Limited
4 The Vale, London, United Kingdom, SW3 6AH
Ordinary
100%
Prenton Preparatory School Limited
4 The Vale, London, United Kingdom, SW3 6AH
Ordinary
100%
Forfar Somerset Limited
4 The Vale, London, United Kingdom, SW3 6AH
Ordinary
100%
Taypenny School Limited
4 The Vale, London, United Kingdom, SW3 6AH
Ordinary
100%
Forfar Education Ventures Finco Limited
4 The Vale, London, United Kingdom, SW3 6AH
Ordinary
100%

Page 36

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
Indirect subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 August 2024 and the profit or loss for the period ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£000
£000

MC Socrates Bidco Limited
79,389
4

Forfar Education Ventures LLP
7,935
(306)

Forfar Education Limited
254
(747)

J. Marques, LDA
1,411
367

St Helen's College Limited
1,143
928

Forfar Chelsea Limited
(1,022)
(49)

Forfar Sunderland Limited
(304)
5

Argyle House Holdings Limited
1,211
131

Forfar Bournemouth Limited
1,016
38

Forfar Bournemouth PropCo Limited
(22)
(5)

Park School (Bournemouth) Limited
789
1,088

Dean Park Day Nursery Limited
(387)
(18)

Forfar Hampshire Limited
(2,221)
(658)

Forfar (Harrogate) UK Limited
1,366
(33)

Harrogate Preparatory School Limited
950
275

Forfar Halifax Limited
(447)
59

The Gleddings School Limited
1,682
428

Forfar Wirral Limited
(342)
(159)

Prenton Preparatory School Limited
547
(31)

Forfar Somerset Limited
(93)
(55)

Taypenny School Limited
1,124
(43)

Forfar Education Ventures Finco Limited
(20)
(8)

Page 37

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024
Indirect subsidiary undertakings (continued)

In accordance with Section 479A of the Companies Act 2006, the following subsidiaries were entitled to exemption from an audit of their individual financial statements. This guarantee is made by MC Socrates Topco Limited at the date of approval of these financial statements in relation to the year ended 31 August 2024.

MC Socrates Bidco Limited (15722807)
Forfar Education Ventures LLP (OC427815)
Forfar Education Limited (11175313
St Helen's College Limited (02607729)
Forfar Chelsea Limited (12532364)
Forfar Sunderland Limited (13439320)
Argyle House Holdings Limited (06357016)
Park School (Bournemouth) Limited (02737223)
Forfar Bournemouth Limited (13100512)
Forfar Bournemouth Propco Limited (13108312)
Forfar Hampshire Limited (13108273)
Dean Park Day Nursery Limited (10118487)
Forfar (Harrogate) UK Limited (12070842)
Harrogate Preparatory School Limited (03889388)
Forfar Halifax Limited (12274453)
The Gleddings School Limited (02131537)
Forfar Wirral Limited (140688485)
Prenton Preparatory School Limited (02981426)
Forfar Somerset Limited (14607540)
Taypenny Schools Limited (03090822)
Forfar Education Ventures Finco Limited (13228327)


16.


Stocks

Group
2024
£000

Finished goods and goods for resale
60

60


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 38

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

17.


Debtors

Group
Company
2024
2024
£000
£000


Trade debtors
721
-

Other debtors
1,813
1,175

Prepayments and accrued income
1,527
11

4,061
1,186


Included within other debtors due within one year are loans to the following directors:
A R Eiranova: £347k
K Farrell: £173k
J Forsyth: £635k
Interest is accruing at the Bank of England base rate plus 2% per annum on each of these loans. The loans have no fixed repayment date and as such are presented as current assets.


18.


Cash and cash equivalents

Group
2024
£000

Cash at bank and in hand
7,677

7,677



19.


Creditors: Amounts falling due within one year

Group
Company
2024
2024
£000
£000

Other loans
39
-

Trade creditors
1,473
-

Amounts owed to group undertakings
-
14

Other taxation and social security
782
-

Other creditors
2,471
-

Accruals and deferred income
4,550
2

9,315
16




Page 39

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

20.


Creditors: Amounts falling due after more than one year

Group
Company
2024
2024
£000
£000

Other creditors
1,531
-

Share capital treated as debt
79,620
79,620

Share premium treated as debt
1,755
1,755

82,906
81,375


The Company issued preference shares, detailed in note 21, which carry a right to a preferential dividend at an annual rate of 12%.The dividend is mandatory and as such the preference shares are classified as a financial liability. The preference shares and dividends have no fixed redemption date and the board of the Company is able to determine whether any payment is made. No payment is expected to be made within 12 months and as such these are presented as non-current liabilities. The preference dividend has priority rights over the dividend rights of holders of any other class of shares.

Other creditors falling due after more than one year relate to deposits held for pupils at each school. These deposits are released when the student finishes their education. The effects of discounting are considered to be immaterial.


Page 40

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

21.


Deferred taxation


Group



2024


£000






At beginning of period
-


Arising on business combinations
(655)



At end of year
(655)

Company


2024





At beginning of period
-



At end of year
-

The deferred taxation balance is made up as follows:

Group
2024
£000

Short term timing differences
(655)

(655)

Page 41

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

22.


Share capital

2024
£
Shares classified as equity

Allotted, called up and fully paid


794,242 A Ordinary shares of £1.00 each
794,242
10,000 B Ordinary shares of £1.00 each
10,000
1,000 C Ordinary shares of £258.36 each
258,360

1,062,602

2024
£
Shares classified as debt

Allotted, called up and fully paid


78,630,370 A Preference shares of £1.00 each
78,630,370
990,000 B Preference shares of £1.00 each
990,000

79,620,370


On 25 July 2024, 149,587 Ordinary A shares were issued at their par value of £1, together with 14,809,242 Preference A shares, also issued at their par value.
On 29 August 2024, 118,651 Ordinary A shares were issued at their par value of £1, together with 11,746,615 Preference A shares, also issued at their par value.


23.


Reserves

Profit and loss account

The profit and loss account represents accumulated losses.

Page 42

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

24.
 

Business combinations

On 5 June 2024, the Group acquired Forfar Education Ventures LLP and Forfar Education Limited, two holding entities in the private education business. The acquisition was for 100% of the share capital and members' capital of these businesses.
Intangible assets acquired were wholly goodwill as the businesses' primary value is in the freehold property which was acquired. As such the freehold property has been revalued in line with an appropriate valuation report conducted by a market leading expert.
Subsequently, the Group acquired a Portuguese entity, J. Marques, Lda. (trading as Colegio do Vale) on 7 June 2024, as well as a further UK company and school, being St Helen's College Limited on 25 July 2024.

Acquisition of Forfar Education Ventures LLP and Forfar Education Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£000
£000
£000

Fixed Assets

Tangible
14,145
5,190
19,335

14,145
5,190
19,335

Current Assets

Debtors
3,552
-
3,552

Cash at bank and in hand
12,709
-
12,709

Total Assets
30,406
5,190
35,596

Creditors

Due within one year
(42,248)
-
(42,248)

Due after more than one year
(4,716)
-
(4,716)

Total Identifiable net liabilities
(16,558)
5,190
(11,368)


Goodwill
31,516

Total purchase consideration
20,148

Page 43

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

24.Business combinations (continued)

Consideration

£000


Cash
15,548

Transaction fees
4,600

Total purchase consideration
20,148

Cash outflow on acquisition

£000


Purchase consideration settled in cash, as above
15,548

Repayment of debt
26,865

42,413

Less: Cash and cash equivalents acquired
(12,709)

Net cash outflow on acquisition
29,704

The goodwill arising on acquisition is attributable to each of the trading subsidiaries including Park School Bournemouth Limited, Forfar Hampshire Limited, Dean Park Day Nursery Limited, Harrogate Preparatory School Limited, The Gleddings School Limited, Prenton Preparatory School Limited, Taypenny Schools Limited, Argyle House Holdings Limited and Forfar Chelsea Limited.

The results of Forfar Education Ventures LLP and Forfar Education Limited since acquisition are as follows:

Current period since acquisition
£000

Turnover
5,068

Page 44

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

24.Business combinations (continued)

Acquisition of St Helen's College Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£000
£000
£000

Fixed Assets

Tangible
4,023
(1,000)
3,023

4,023
(1,000)
3,023

Current Assets

Debtors
133
-
133

Cash at bank and in hand
419
-
419

Total Assets
4,575
(1,000)
3,575

Creditors

Due within one year
(3,477)
-
(3,477)

Due after more than one year
(335)
-
(335)

Total Identifiable net assets/(liabilities)
763
(1,000)
(237)


Goodwill
9,252

Total purchase consideration
9,015

Consideration

£000


Cash
9,015

Total purchase consideration
9,015

Cash outflow on acquisition

£000


Purchase consideration settled in cash, as above
9,017

Less: Cash and cash equivalents acquired
(419)

Net cash outflow on acquisition
8,598

Page 45

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

24.Business combinations (continued)

The goodwill arising on acquisition is attributable to the trading business of St Helen's College Limited.

The results of St Helen's College Limited since acquisition are as follows:

Current period since acquisition
£000

Turnover
484

Acquisition of Colegio do Vale

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£000
£000
£000

Fixed Assets

Tangible
4,471
-
4,471

4,471
-
4,471

Current Assets

Debtors
147
-
147

Cash at bank and in hand
485
-
485

Total Assets
5,103
-
5,103

Creditors

Due within one year
(1,136)
-
(1,136)

Due after more than one year
(2,116)
-
(2,116)

Total Identifiable net assets
1,851
-
1,851


Goodwill
4,642

Total purchase consideration
6,493

Page 46

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

24.Business combinations (continued)

Consideration

£000


Cash
5,557

Deferred consideration
936

Total purchase consideration
6,493

Cash outflow on acquisition

£000


Purchase consideration settled in cash, as above
5,478

Less: Cash and cash equivalents acquired
(171)

Net cash outflow on acquisition
5,307

The goodwill arising on acquisition is attributable to the school Colegio do Vale.

The results of Colegio do Vale since acquisition are as follows:

Current period since acquisition
£000

Turnover
263


25.


Commitments under operating leases

At 31 August 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
2024
£000

Not later than one year
114

Later than one year and not later than five years
178

Later than five years
386

678
Page 47

 
MC SOCRATES TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2024

26.


Related party transactions

The Group has taken advantage of the exemption in accordance with Section 33 of FRS 102 not to disclose transactions of members of the Group where members are wholly owned.
Any intra-group transactions in the year were on an arm's length basis and at fair value.
Directors loan disclosures describe the interest rates and outstanding balances.


27.


Assets pledged as security

On 6 March 2025, in line with securing a £30,000k line of credit, the Company had a charge registered in favour or Kroll Trustee Services Limited this was a fixed and floating charge covering the property or undertakings of the Company.


28.


Controlling party

The Company and the Group's ultimate controlling party is considered to be MC Private Equity IV UK (European Holdings) Limited, a company registered and incorporated in England and Wales.


29.


Post balance sheet events

On 9 September 2024, the Group acquired a property as an addition to the Gleddings School for £692k, this was a non-adjusting post balance sheet event.
On 24 October 2024, the Group acquired Finborough School Limited and Forchild Limited for a purchase price of £14,500k, this was a non-adjusting post balance sheet event.
On 5 March 2025, the Group entered into an agreement for a facility commitment of £30,000k. At the date of signing of these financial statements, the Group had drawn £15,000k of this facility.

On 6 May 2025 the Group acquired the British College of Andorra for an estimated purchase price of £10,978k, this was a non-adjusting post balance sheet event.

There were no adjusting or other non-adjusting events occuring between the end of the reporting period and the date of approval of these financial statements.

Page 48