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Company registration number: 13509986
| ANNUAL REPORT AND FINANCIAL STATEMENTS
| FOR THE YEAR ENDED 30 JUNE 2025
| PROJECT ATLANTIS MIDCO LIMITED
PROJECT ATLANTIS MIDCO LIMITED |  |
COMPANY INFORMATION
Directors | C Karayannis
| S P Layzell
| H Brindle (appointed 28 October 2025)
| J M Shah
| M Salter
Registered number | 13509986
Registered office | 6 Warwick Street
| London
| United Kingdom
| W1B 5LX
Independent auditor | Menzies LLP
| Chartered Accountants & Statutory Auditor
| Ashcombe House
| 5 The Crescent
| Leatherhead
| Surrey
| KT22 8DY
PROJECT ATLANTIS MIDCO LIMITED |  |
CONTENTS
| Page
Strategic report | 1
Directors' report | 2 - 3
Independent auditor's report | 4 - 7
Statement of income and retained earnings | 8
Statement of financial position | 9
Notes to the financial statements | 10 - 17
PROJECT ATLANTIS MIDCO LIMITED |  |
STRATEGIC REPORT FOR THE YEAR ENDED 30 JUNE 2025
Business review
The Company is an intermediate holding company within the Project Atlantis Topco Limited group (“the Group”). The Company made a loss of £52,594 (2024 - £66,035) in the year. Net liabilities were £136,648 (2024 - £84,054). Key movements in the Statement of Income were a circa £660k increase in both interest received and paid. This reflected the additional funding required from Project Atlantis Topco for the two acquisitions in the LearnPro Group subsidiary, with the additional interest charge passed through. The above was then again reflected in the Statement of Financial Position, where both the loans from related parties and loan to LearnPro Group increased by circa £9m, reflecting the additional funding for the acquisitions.
Principal risks and uncertainties
The Company is an intermediate holding company, the principal risks and uncertainties are integrated with the principal risks of the Group and are not managed separately. Accordingly, other than the principal risks and uncertainties relating to the Company mentioned below, the remainder are discussed on the Group’s annual report, which is does not form part of this report. The Company mitigates interest rate risk by applying fixed interest rates to borrowings with Group entities, such that changes in market interest rates do not impact finance costs. The Company has a loan receivable from a subsidiary of £25,834,567, which management considers recoverable based on ongoing assessment, with any required provisions appropriately recognised. The loan is not due for repayment until 10 August 2027, in line with the parent company loan notes.
Financial key performance indicators
The Company is an intermediate holding company in the Group. For this reason, the Company’s directors believe that analysis using key performance indicators is not necessary or appropriate for an understanding of the development, performance or position of the business of the Company. The development, performance and position of the Group, which includes this Company, are discussed on the Group’s annual report, which does not form part of this report. This report was approved by the board and signed on its behalf.
C Karayannis Director
Date: 10 February 2026
Page 1
PROJECT ATLANTIS MIDCO LIMITED |  |
DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2025 The directors present their report and the financial statements for the year ended 30 June 2025.
Results and dividends
The loss for the year, after taxation, amounted to £52,594 (2024 -£66,035). During the year there were no dividends declared (2024 - £Nil).
Directors
The directors who served during the year were:
C Karayannis
S P Layzell
M P Truby (resigned 28 October 2025)
J M Shah
M Salter
Directors' responsibilities statement
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company'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; and ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Matters covered in the Strategic report
The Company has chosen in accordance with Companies Act 2006, s414C(11) to set out in the Strategic report information required by Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and reports) Regulations 2008. Certain matters which are required to be disclosed in the Directors’ report have been omitted as they are included in the Strategic report on page 1. This includes information that would have been included in the business review, future developments and details of the principal risks and certainties. Page 2
PROJECT ATLANTIS MIDCO LIMITED |  |
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Disclosure of information to auditor
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's auditor is 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's auditor is aware of that information.
Post balance sheet events
There have been no significant events affecting the Company since the year end.
Auditor
Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier. This report was approved by the board and signed on its behalf.
C Karayannis Director
Date: 10 February 2026
Page 3
PROJECT ATLANTIS MIDCO LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT ATLANTIS MIDCO LIMITED
Opinion
We have audited the financial statements of Project Atlantis Midco Limited (the 'Company') for the year ended 30 June 2025, which comprise the Statement of income and retained earnings, the Statement of financial position and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 30 June 2025 and of its loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company 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 Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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. Page 4
PROJECT ATLANTIS MIDCO LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT ATLANTIS MIDCO LIMITED (CONTINUED)
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 Strategic report and the Directors' report for the financial year 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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 2, 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 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 Company or to cease operations, or have no realistic alternative but to do so. Page 5
PROJECT ATLANTIS MIDCO LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT ATLANTIS MIDCO LIMITED (CONTINUED)
Auditor's 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 Auditor's 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 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: ∙The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including: −The Companies Act 2006; −Financial Reporting Standard 102; −UK employment legislation; −UK health and safety legislation; −UK tax legislation; and −General Data Protection Regulations. ∙We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. ∙We understood how the Company is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures. We corroborated our inquiries through our review of management meeting minutes. ∙The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area. ∙We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included: −Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud; −Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; −Challenging assumptions and judgements made by management in its significant accounting estimates; and −Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations. ∙As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: −The application of inappropriate judgements or estimation to manipulate the Company's financial position; −Posting of unusual journals and complex transactions; and −The use of management override of controls to manipulate results, or to cause the Company to enter into transactions not in its best interests. Page 6
PROJECT ATLANTIS MIDCO LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT ATLANTIS MIDCO LIMITED (CONTINUED) Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 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. Caroline Milton FCA (Senior Statutory Auditor) for and on behalf of Menzies LLP Chartered Accountants Statutory Auditor Ashcombe House 5 The Crescent Leatherhead Surrey KT22 8DY 10 February 2026 Page 7
PROJECT ATLANTIS MIDCO LIMITED |  |
STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED 30 JUNE 2025
| 2025 | 2024
Note | £ | £
Administrative expenses |  | - | (500)
Operating profit/(loss) |  | - | (500)
Interest receivable and similar income | 6 | 2,096,594 | 1,454,468
Interest payable and similar expenses | 7 | (2,149,188) | (1,486,737)
Loss before tax |  | (52,594) | (32,769)
Tax on loss | 8 | - | (33,266)
Loss after tax |  | (52,594) | (66,035)
Retained earnings at the beginning of the year |  | (84,055) | (18,020)
|  | (84,055) | (18,020)
Loss for the year |  | (52,594) | (66,035)
Retained earnings at the end of the year |  | (136,649) | (84,055)
The notes on pages 10 to 17 form part of these financial statements.
Page 8
PROJECT ATLANTIS MIDCO LIMITED REGISTERED NUMBER:13509986 |  |
STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 9 |  | 1 |  | 1
|  |  | 1 |  | 1
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 10 | 25,834,567 |  | - |
Debtors: amounts falling due within one year | 10 | - |  | 16,731,716 |
|  | 25,834,567 |  | 16,731,716 |
Creditors: amounts falling due within one year | 11 | (845,184) |  | (651,485) |
Net current assets |  |  | 24,989,383 |  | 16,080,231
Total assets less current liabilities |  |  | 24,989,384 |  | 16,080,232
Creditors: amounts falling due after more than one year | 12 |  | (25,126,032) |  | (16,164,286)
Net liabilities |  |  | (136,648) |  | (84,054)
Capital and reserves |  |  |  |  |
Called up share capital | 14 |  | 1 |  | 1
Profit and loss account | 15 |  | (136,649) |  | (84,055)
|  |  | (136,648) |  | (84,054)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
C Karayannis
Director
Date: 10 February 2026
The notes on pages 10 to 17 form part of these financial statements. Page 9
PROJECT ATLANTIS MIDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
1. | General information
Project Atlantis Midco Limited is a private company limited by shares incorporated in England and Wales. The address of the registered office is disclosed on the Company information page, which is also its principal place of business. The presentation currency used in this set of financial statements is GBP, rounded to the nearest £1. The Company's principal activity is that of a holding company. 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 management to exercise judgement in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Project Atlantis Topco Limited as at 30 June 2025 and these financial statements may be obtained from Companies House.
| 2.3 | Exemption from preparing consolidated financial statements
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006. Page 10
PROJECT ATLANTIS MIDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.4 | Going concern
The Company made a loss before tax of £52,594 (2024 - £32,769) and has net liabilities of £136,648 (2024 - £84,054) at 30 June 2025. The application of the going concern basis in preparing the financial statements has been critically analysed and reviewed to determine its viability. The company is reliant upon the continued support of the group to not call upon intercompany debt and provide financial support if required. After reviewing the group’s budget for the next twelve months and stress testing it with risks, together with obtaining assurance from the group and its investors that it is able and willing to provide financial support if required, the directors, at the time of approving the financial statements, have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Therefore, the directors have used the going concern basis in preparing the financial statements.
| 2.5 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.6 | 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.
| 2.7 | Taxation
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 reporting date in the countries where the Company operates and generates income.
| 2.8 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. A review for indicators of impairment is carried out at each reporting date, with recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
| 2.9 | Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The directors believe that there are no significant judgements or estimation uncertainties in applying the above accounting policies that would have a significant effect on the amounts recognised in the financial statements. Page 11
PROJECT ATLANTIS MIDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
4. | Auditor's remuneration
| The auditors remuneration is paid by Learnpro Group Limited, a 100% subsidiary of the Company.
5. | Employees
| The Company has no employees other than the directors, who did not receive any remuneration.
6. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest receivable on amounts owed by group undertakings | 2,096,594 | 1,454,468
|  | 2,096,594 | 1,454,468
7. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loan interest payable | 2,077,246 | 1,427,954
| Interest payable on amounts owed to group undertakings | 71,942 | 58,783
|  | 2,149,188 | 1,486,737
Page 12
PROJECT ATLANTIS MIDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
8. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Total current tax | - | -
| Deferred tax |  |
| Origination and reversal of timing differences | - | (135,973)
| Adjustment in respect of previous periods | - | (102,707)
| Carry forward tax losses | - | 271,946
| Total deferred tax | - | 33,266
| Taxation on profit on ordinary activities | - | 33,266
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 -higher than) the standard rate of corporation tax in the UK of 25% (2024 -25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (52,594) | (32,769)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 -25%) | (13,149) | (8,192)
| Effects of: |  |
| Expenses not deductible | 392,636 | 221,015
| Adjustments to tax charge in respect of prior periods | - | (102,707)
| Unprovided deferred tax | 126,676 | 271,946
| Group relief | (506,163) | (348,796)
| Total tax charge for the year | - | 33,266
| Factors that may affect future tax charges
There are no factors that may affect future tax charges. Page 13
PROJECT ATLANTIS MIDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
9. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost |
| At 1 July 2024 | 1
| At 30 June 2025 | 1
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| LearnPro Group Ltd | 6 Warwick Street, London, United Kingdom, W1B 5LX | Ordinary | 100%
| LearnPro eFireService Limited* | A2 Building R1010 Cody Technology Park, Ively Road, Farnborough, England, GU14 0LX | Ordinary | 100%
| XVR Simulation BV* | Westlandseweg 40 C, 2624 AD, Delft | Ordinary | 100%
| Commun Coille Limited* | First Floor, 6-8 Castle Street, Edinburgh, Scotland, EH2 3AT | Ordinary | 100%
| Infographics UK Ltd* | First Floor, 6-8 Castle Street, Edinburgh, Scotland, EH2 3AT | Ordinary | 100%
| Performance Monitoring Systems Limited* | 6 Warwick Street, London, United Kingdom, W1B 5LX | Ordinary | 100%
| *Indirect holdings - LearnPro eFireService Limited, XVR Simulation BV, Commun Coille Limited, Infographics UK Ltd and Performance Monitoring Systems Limited are 100% owned subsidiaries of LearnPro Group Limited. On 29 October 2024, 100% of the share capital of Commun Coille Limited and Infographics UK Ltd was purchased for consideration of £8,076,283. On 23 December 2024, 100% of the share capital of Performance Monitoring Systems Limited was purchased for consideration of £1,837,548. As disclosed under the accounting policies, the Company is exempt from producing consolidated accounts and therefore these accounts present information to the company as a single entity and not as a group.
Page 14
PROJECT ATLANTIS MIDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
10. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due after more than one year |  |
| Amounts owed by group undertakings | 25,834,567 | -
|  | 25,834,567 | -
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due within one year |  |
| Amounts owed by group undertakings | - | 16,731,716
|  | - | 16,731,716
| The amounts owed to group undertakings carry interest at a rate of 10% and are repayable by 10 August 2027. Interest accrued of £2,096,594 was compounded into the loan value in the year (2024 - £1,454,467).
11. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 845,184 | 651,485
|  | 845,184 | 651,485
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PROJECT ATLANTIS MIDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
12. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loans | 25,126,032 | 16,164,286
|  | 25,126,032 | 16,164,286
| Other loans include the following unsecured loan notes: £13,362,571 10% Series A unsecured loan notes and £1,155,366 accrued interest were outstanding at the beginning of the accounting period. A further £433,500 loan notes were issued on 26 September 2024, and £5,826,000 were issued on 31 October 2024. Interest of £1,305,466 was compounded into the loan value. A further £565,369 interest accrued on these loan notes at the year end (2024: £1,155,366). As a result, the amount outstanding at 30 June 2025 amounted to £22,648,272 (2024: £14,517,937) and is repayable by 10 August 2027. The loan notes were listed on the The International Stock Exchange Authority Limited (TISE). £969,515 10% Series B1 unsecured loan notes and £86,327 accrued interest were outstanding at the beginning of the accounting period. A further £625,000 loan notes were issued on 29 October 2024. Interest of £97,217 was compounded into the loan value. A further £50,145 of interest was accrued on these loan notes at the year end (2024: £86,327). As a result, the amount outstanding at 30 June 2025 amounted to £1,828,204 (2024: £1,055,841) and is repayable by 10 August 2027. £542,213 10% Series B2 unsecured loan notes and £48,295 accrued interest were outstanding at the beginning of the accounting period. Interest of £54,385 was compounded into the loan value. A further £4,663 of interest was accrued on these loan notes at the year end (2024: £48,295). As a result, the amount outstanding at 30 June 2025 amounted to £649,557 (2024: £590,509) and is repayable by 10 August 2027.
13. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts falling due 2-5 years |  |
| Other loans | 25,126,032 | 16,164,286
|  | 25,126,032 | 16,164,286
|  | 25,126,032 | 16,164,286
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PROJECT ATLANTIS MIDCO LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
14. | Called up share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 (2024 -1) Ordinary share of £1.00 | 1 | 1
| The ordinary shares have attached to them full voting, dividend and capital distribution rights; they do not confer any rights of redemption.
15. | Reserves
Profit and loss account This reserve records retained earnings and accumulated losses.
16. | Contingent liabilities
The Company has given Santander UK Plc a cross guarantee in favour of its subsidiary LearnPro Group Limited. The total liability of LearnPro Group Limited to Santander UK Plc as at 30 June 2025 was £6,116,588 (2024 - £4,675,359). In addition a fixed and floating charge exists over all the assets, property and undertaking of the Company.
17. | Related party transactions
| Apiary Capital Partners Investment I LP hold a controlling interest in the group as at 30 June 2025. The 10% Series A unsecured loan notes referred to in Note 12 to the accounts are due to Apiary Capital Partners Investment I LP. The 10% Series B1 unsecured loan notes referred to in Note 12 to the accounts are due to key management personnel of the Company. The 10% Series B2 unsecured loan notes referred to in Note 12 to the accounts are due to certain directors of the Company.
18. | Controlling party
The immediate and ultimate parent company is Project Atlantis Topco Limited whose registered office is 6 Warwick Street, London, United Kingdom, W1B 5LX. The largest and smallest group in which the Company is consolidated is that headed by Project Atlantis Topco Limited. Copies of the group accounts for Project Atlantis Topco Limited can be obtained from Companies House,Crown Way, Maindy, Cardiff, CF14 3UZ. The Directors consider the ultimate controlling party to be M Salter.
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