The directors present the strategic report for the period ended 31 March 2025.
The Group's business derives from the trade of its subsidiaries Alchemist Learning and Development Limited and Rain Group LLC. Alchemist Group, specialises in the delivery of innovative learning and development solutions for leadership and sales training. Horizon Capital made a strategic investment in the Group in June 2024 and represents the largest shareholder. The investment is Horizon’s first strategic move into the global Training Industry, with Alchemist Group being the platform for future acquisitions. The first of these was completed 5 months later, with the purchase of RAIN Group, a US based sales training company, at the beginning of November 2024.
Group Turnover was £10,764,269 generated from training related activities across companies in the UK, US, Australia and Dubai. Loss before tax was £5,779,820. Revenue grew across both business in this period, though was impacted to some extent in the second half of the year by the global uncertainty caused by US tariffs. However, a number of global businesses who delayed decision making during this period only did so for a brief period and we have seen a return to consistent growth.
Both Alchemist & RAIN continue to see a trend towards more face-to-face training interventions, although virtual & hybrid delivery continues to be a key revenue stream. We have also seen continued growth in the wider digital & design capabilities of the business, as customers seek more innovative, blended approaches through gamification and simulation. We have seen a significant rise in the interest of the role AI plays in learning with our customers this year; The Group is well placed to leverage AI interventions into our existing technology-enabled learning journeys; The initial strategic focus as the period ended is on deploying our enterprise-grade conversational AI solution to sales organisations, and developing new solutions as part of our FY26 product roadmap.
The directors expect to see additional revenue from cross selling between Alchemist and RAIN brands, as well as further acquisitions added to the Group in the current year, which will drive both organic and inorganic revenue and profit growth.
There are a number of risks affecting the business
Economic risk - The current economic outlook is affecting business performance and confidence in some sectors, such as Energy and Retail, which has delayed or reduced spend on training in some instances. However, we have seen benefit from this as our sales training solutions allow customers in depressed or slower sectors to enhance revenue & performance
Technology risk - The Group deploys much of its training via its in-house learning management system (LMS). While this platform has received significant investment and we believe it to be robust, as recently reported cases have shown, the cyber threat to all systems is increasing and a real concern. Further investments in talent and enhanced security are planned.
The Group maintains a Risk Register, which is circulated and reviewed by the Board each quarter.
Our blended learning solutions delight our customers, as demonstrated by our high volume of repeat business. We gather client and learner feedback on all our programs, and monitor this data to maintain and improve the high quality of our deliveries.
Our global employees are key to the success of the business and we run annual employee engagement surveys to ensure that we continue to have a motivated work force who feel listened to, valued and appropriately rewarded.
The business monitors its key financial indicators which include Revenue, Margin, EBITDA and cash generation. We also monitor the value of secured future revenue that we carry at any point in time, for both the current financial year and for those contracts that roll forward into the next financial year and beyond. Financial results are compared to budget and the prior year, with variances investigated and explanations provided to the Board on a monthly basis.
On behalf of the board
The directors present their annual report and financial statements for the period ended 31 March 2025.
The results for the period are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
No preference dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of Elixir Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 March 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
Basis for 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 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the 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 strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
As part of our planning process:
We enquired of management the systems and controls the group and company has in place, the areas of the financial statements that are most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The group and company did not inform us of any known, suspected or alleged fraud.
We obtained an understanding of the legal and regulatory frameworks applicable to the group and company. We determined that the following were most relevant: FRS 102, Companies Act 2006.
We considered the incentives and opportunities that exist in the group and company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.
Using our knowledge of the group and company, together with the discussions held with the group and company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.
The key procedures we undertook to detect irregularities including fraud during the course of the audit included:
Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.
Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.
Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to the carrying value of investments in subsidiaries and the carrying value of goodwill and possible impairment.
Assessing the extent of compliance, or lack of, with the relevant laws and regulations.
Testing key revenue lines, in particular cut-off, for evidence of management bias.
Obtaining third-party confirmation of material bank and loan balances.
Documenting and verifying all significant related party and consolidated balances and transactions.
Reviewing documentation such as the group and company’s board minutes, for discussions of irregularities including fraud.
Testing all material consolidation adjustments.
Owing 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. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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 an auditor's 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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £2,442,253.
Elixir Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Uncommon, I Long Lane, London, England, SE1 4PG.
The group consists of Elixir Topco Limited and all of its subsidiaries.
The accounting period runs from 4 March 2024 to 31 March 2025. This is due to the company being incorporated on 4 March 2025. There are no comparative figures.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Elixir Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The company is a holding company for a number of trading companies who provide the cash required by the group to meet its obligations. The trading subsidiaries have made profits in the year and the directors have reviewed projections and forecasts of the trading entities within the group and are confident that they will continue to be profitable and will be able to meet their own and the group's liabilities as and when they fall due. Accordingly, at the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operation for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The group holds investments in subsidiaries which are considered for indicators of impairment at the year end. Where indicators exist, the group has considered the further earnings potential of these subsidiaries by using cash flow forecasts.
Assumptions are drawn upon in preparing the forecasts relating to turnover growth and margin. The directors have used their knowledge of the business and the industry in preparing these forecasts and the assumptions drawn require significant judgement and estimation, however, these are the directors best estimates.
During the year the group acquired 100% of the shareholding of This is Alchemist Limited (Formerly Alchemist Holdings Limited) and Rain Group LLC and its subsidiaries from a third party. On acquisition the group recognised goodwill, which is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.
Based on the performance of the subsidiaries acquired, the directors have not recognised any impairments on the goodwill balance. Where indicators of impairment exist, the group has considered the further earnings potential of these subsidiaries by using cash flow forecasts. Assumptions are drawn upon in preparing the forecasts relating to turnover growth and margin. The directors have used their knowledge of the business and the industry in preparing these forecasts and the assumptions drawn require significant judgement and estimation, however, these are the directors best estimates.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
More information on impairment movements in the period is given in note .
Details of the company's subsidiaries at 31 March 2025 are as follows:
The long-term loans are secured by fixed charges over the assets of the group.
The group made a provision for dilapidation expenses associated with a building lease.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
For the financial year ended 31 March 2025, the below subsidiaries are exempt from the requirements stipulating that they be audited since they fulfil all the conditions for exemption under section 479A of the Companies Act 2006.
The name of the subsidiaries are as follows:
- Elixir Holdco Limited (Company number 15539159)
- Elixir Bidco Limited (Company number 15539627)
- Elixir US Finco Limited (Company number 15978133)
- This is Alchemist Limited (Formerly Alchemist Holdings Limited (Company number 11119978)
The outstanding liabilities at the balance sheet date of the above subsidiary undertakings have been guaranteed by Elixir Topco Limited pursuant to s479A to s479C of the Companies Act 2006.
A Ordinary Shares are non-redeemable, with full voting rights, granting one vote per share. In default scenarios, A Ordinary Shares hold the majority of votes. Holders are entitled to full participation in any dividends declared, provided no preference dividend remains accrued or unpaid.
B Ordinary Shares are non-redeemable with full voting rights, allowing one vote per share. Holders are entitled to full participation in any dividends declared, provided no preference dividend remains accrued or unpaid.
C Ordinary Shares are non-redeemable, with full voting rights, granting one vote per share. Holders are entitled to full participation in any dividends issued, provided no preference dividends remain accrued or unpaid.
A1 Preference Shares are cumulative non-voting shares. Holders receive notices of general meetings and copies of written resolutions but cannot attend or vote. These shares are redeemable pro rata per Article 33 of the Articles of Association. Dividends are prioritized for A1 and B preference shareholders, accruing daily and compounded quarterly from the issue date.
A2 Preference Shares are cumulative, non-voting shares. Holders receive notice of meetings and written resolutions but cannot attend or vote. These shares are redeemable pro rata per Article 33. Dividends are prioritized for A and B preference shareholders, accruing daily, compounded quarterly from the issue date, without board resolution.
B Preference Shares are cumulative, non-voting shares. Holders receive notices and copies of written resolutions but cannot
attend or vote. These shares are redeemable pro rata per Article 33. Dividends are prioritized for B preference shareholders, accruing daily, compounded quarterly from the issue date, without board resolution.
C Preference Shares are cumulative, non-voting shares. Holders receive notices and copies of written resolutions but cannot attend or vote. These shares are redeemable pro rata per Article 33. Dividends are prioritized for A, B, and C preference shareholders, accruing daily, compounded quarterly from the issue date, without board resolution.
In the event of a return of capital, the company's surplus assets will first settle any debts, liabilities, and return of capital costs. The remaining surplus will be distributed first to holders of A1, A2, and B Preference Shares, covering their issue price and any accrued but unpaid dividends. Any leftover assets will then be distributed pro-rata to holders of A, B, and C Ordinary Shares, as if they were the same class.
On 6 June 2024 the group acquired 100 percent of the issued capital of Alchemist Holdings Limited.
On 1 November 2024 the group acquired 100 percent of the issued capital of Rain Group LLC.