Registration number:
(Formerly Transforming Learning Group Limited)
for the
Year Ended 31 March 2026
TLG Topco Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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|
Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
TLG Topco Limited
Company Information
|
Directors |
T R Welch G A D Whittaker |
|
Registered office |
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Auditors |
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TLG Topco Limited
Strategic Report for the Year Ended 31 March 2026
The directors present their strategic report for the year ended 31 March 2026.
Fair review of the business
The results for the year, which are set out in the profit and loss account, show turnover of £36,901,091 (2025 - £29,513,890) and an operating loss of £1,978,268 (2025 - £639,797). At 31 March 2026, the group had net liabilities of £10,166,724 (2025 - £4,428,165). The directors consider the performance for the year and the financial position at the year end to be satisfactory.
Principal risks and uncertainties
The management of the business is subject to a number of risks. Risks are reviewed by management and
appropriate processes put in place to monitor and mitigate them. The key business risks for the group are
described in more detail in the Directors' Report.
The group produces monthly management accounts, annual budgets and regular forecasts to assess and monitor
actual and expected financial performance in line with its financial obligations. The group is financed through a
combination of bank and shareholder loans, at date of signing these financial statements.
Interest rate risk
The interest payable on the bank loan is linked to the SONIA interest rate benchmark. The group does not use
hedging to manage its variable interest rates but continues to monitor interest rate forecasts to assess the cost and
appropriateness of this source of funding. The interest rate on the shareholder loan notes is fixed at 9%.
Price risk
The prices for the provision of IT services and solutions is fixed at the point of contract and most contracts are
reviewed and renewed annually and agreed with individual customers.
Cash flow and liquidity risk
The group produces and reviews cash flow forecasts on a regular basis to ensure it will meet its ongoing
commitments. The cash position of the business is also included in monthly management reporting and the
business uses cash reserves around the group to manage the seasonality of short term funding needs of each
company in the group.
Reputation risk
The group operates in a specialist market sector and competes with a wide variety of competitors, many of whom are
smaller providers supplying local schools in their area. Damage to the reputation of the group is a key risk and is
regularly reviewed through customer surveys and rapid follow up on feedback received from customers.
Key performance indicators
Management and directors have a large amount of commercial and operational data available to assess the
performance of the business. Key performance indicators include recurring revenue wins and losses, customer
CSAT scores, staff wellbeing scores, and staff turnover. During the year the group commenced the roll-out of new systems including HR and a refresh of the company’s staff portal, and began the evaluation of new CRM and Payroll systems.
TLG Topco Limited
Strategic Report for the Year Ended 31 March 2026
Going concern
The group's business activities, together with the factors likely to affect its future development, performance and
position, are set out in the Strategic Report. The group meets its day-to-day working capital requirements through
cash held at bank and post year end through a bank facility obtained.
The directors have reviewed forecasts for the 12 month period from the date of signing these financial statements
and consider the group to remain a going concern.
The group's forecasts and projections, taking account of reasonably possible changes in trading performance,
show that the group will operate within the level of its current cash resources and lending facilities. Covenants have been taken into account within the forecasts prepared and show adequate
headroom and compliance during the forecast period.
Whilst the group currently has negative shareholders' equity on the balance sheet, the directors have considered a
number of key factors in developing a complete understanding of the group's financial position to allow them to
satisfy themselves that the organisation is in a strong financial position for the foreseeable future.
Accordingly, the directors have concluded that the company and the group have the resources to continue in
operational existence for 12 months from the signing of the financial statements. Thus, they continue to adopt the
going concern basis of accounting in preparing the annual financial statements.
Section 172(1) statement
The Directors of Transforming Learning Group Limited act in accordance with a set of general duties that are detailed in Section 172 of the UK Companies Act 2006.
Specifically, the Act requires each director to act in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its shareholders as a whole, and in doing so have regard (amongst other matters) to:
• The likely consequences of any decisions in the long term;
• The interests of the group's employees;
• The need to foster the group’s business relationships with suppliers, customers, and others;
• The impact of the group’s operations on the community and environment;
• The desirability of the group maintaining a reputation for high standards of business conduct; and
• The need to act fairly as between shareholders of the group.
This Statement outlines how we are meeting the requirements outlined under Section 172.
We, the Board of Directors of Transforming Learning Group Limited, believe that we have taken decisions and acted in way a we consider most likely to promote the success of the group for the benefit of its members during the year ended 31 March 2026. We believe that to maximise value and long-term success we must take account of what is important to all key stakeholders and maintain a reputation of high standards of business conduct.
Consequences of decisions in the long term
Each year, the board undertakes a review of the group's long term strategy. Once approved by the board, this
forms the basis for financial budgets and resource plans. In making decisions concerning the business plan and
future strategy, the board has regard to a variety of matters including the consequences of its decisions in the long
term and its long term reputation.
In approving the business plan, the directors consider external factors such as competitor behaviour, the
performance of the underlying markets in which the business operates, as well as the evolving economic, political
and market conditions. Where these factors are deemed to be significant, additional forecasting activities are
undertaken to understand the impact in a timely manner and enable informed decision making.
The board has agreed a set of forecasts for an acceptable level of financial resilience and liquidity and regularly
reviews the group's forecast cash flows to ensure adequate cash reserves are maintained for working capital and
continued expansion.
TLG Topco Limited
Strategic Report for the Year Ended 31 March 2026
Interests of the group's employees
The directors understand the importance of the group's employees to the long-term success of the business. To
enable the business to succeed, management of people's performance and development is critical to bring through
talent whilst ensuring the business operates as efficiently as possible, this is reviewed on a regular basis by the
Board and management.
The group regularly communicates business progress and strategy to its employees through presentations and
internal group-wide emails with suggestions received back from employees on how to evolve and improve the
business in a positive manner.
Workplace health and mental wellbeing continues to be a priority for the group with all employees and their families
having free access to a specialist Employee Assistance Programme. We also have fully trained mental health first
aiders who are all advocates for reducing the stigma around mental health.
Business relationships
TLG Topco Limited (previously Transforming Learning Group Limited) is a holding company. The trading companies in the group specialise in providing IT support, software and consultancy to schools and Multi Academy Trusts in England and Wales. Our core value of commitment to excellence is promoted and
embedded throughout the group. Our customers rely on us for the smooth running of the systems and services that
we supply, and our purpose is to give our customers the excellent service they deserve.
Suppliers
The group recognises the importance of building and maintaining strong relationships with our suppliers. It is important for our companies to work with reputable suppliers, who adhere to our values. It is important to us that our suppliers are paid in accordance with agreed terms for the service they provide.
The group strives to meet all covenant requirements and payment due dates for finance costs, to enable us to continue to acquire new businesses and expand operations.
Impact on the community and environment
The group supports a number of local and national charities through both fundraising and volunteering. The group
also offers all staff the ability to apply for paid leave to volunteer to help with something that fits with our values and
vision.
Business Conduct and Ethics
The Board’s intent is always to maintain high standards of business conduct and governance in all of the group’s
operations, which is critical in maintaining our reputation for doing the right thing. Our directors and employees are
trained on a range of business conduct principles including:
• Data Protection and Privacy
• Modern Slavery
• Corporate criminal offence
• Anti-bribery and corruption
• Anti-money laundering
The need to act fairly between shareholders of the group
There is regular dialogue with all members of the group to ensure full alignment to the group’s purpose. This
includes the payment of dividends to shareholders together with ongoing communication throughout the year.
In the opinion of the Directors no other significant risks and uncertainties exist.
Non-financial and sustainability information
Energy and carbon report
The Group has not disclosed information in respect of energy and carbon reporting as its energy consumption is less than 40,000kWh.
Approved by the
Director
TLG Topco Limited
Directors' Report for the Year Ended 31 March 2026
The directors present their report and the for the year ended 31 March 2026.
Principal activity
The principal activity of the company is that of a holding company.
The principal activity of the group is the provision of IT support and consultancy services, the supply and installation of IT equipment and hardware to schools, the provision of finance consultancy to schools, and the provision of fully bespoke user management services to schools, colleges and universities of all sizes.
Directors of the company
The directors who held office during the year were as follows:
Employment of disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Employee involvement
As detailed in the S.172 (1) Statement, the directors understand the importance of the group's employees to the
long-term success of the business. To enable the business to succeed, management of people's performance and
development is critical to bring through talent whilst ensuring the business operates as efficiently as possible, this is
reviewed on a regular basis by the Board and management.
The group regularly communicates business progress and strategy to its employees through presentations and
internal group-wide emails with suggestions received back from employees on how to evolve and improve the
business in a positive manner.
Future developments
The group intends to continue expand its reach in the primary and secondary education sectors in the UK by way of organic and acquisitive growth.
Disclosure of information to the auditor
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
Hazlewoods LLP have expressed their willingness to continue in office.
Approved by the
Director
TLG Topco Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
• | select suitable accounting policies and 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
TLG Topco Limited
Independent Auditor's Report to the Members of TLG Topco Limited
Opinion
We have audited the financial statements of TLG Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2026, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2026 and of the group's loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
TLG Topco Limited
Independent Auditor's Report to the Members of TLG Topco Limited
Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
|
• |
the Strategic Report and 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 our 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 and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 6, 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.
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.
Extent to which the audit was capable of detecting irregularities, including fraud
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:
We considered the nature of the group’s industry and its control environment and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
TLG Topco Limited
Independent Auditor's Report to the Members of TLG Topco Limited
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
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• |
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
|
• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
|
• |
enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
|
• |
reading minutes of meetings of those charged with governance. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available 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.
For and on behalf of
Windsor House
Bayshill Road
GL50 3AT
TLG Topco Limited
Consolidated Profit and Loss Account for the Year Ended 31 March 2026
|
Note |
2026 |
2025 |
|
|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Other operating income |
|
|
|
|
Earnings before interest, tax, depreciation, amortisation and exceptional income and cost (EBITDA) |
|
|
|
|
Amortisation of intangible fixed assets |
(4,224,390) |
(3,867,282) |
|
|
Depreciation of tangible fixed assets |
(578,511) |
(402,740) |
|
|
Exceptional administrative expenses |
(1,324,007) |
(109,094) |
|
|
Operating profit |
(1,978,268) |
(639,797) |
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
Loss before tax |
( |
( |
|
|
Tax on loss |
|
( |
|
|
Loss for the financial year |
( |
( |
|
|
Profit/(loss) attributable to: |
|||
|
Owners of the company |
( |
( |
The above results were derived from continuing operations.
The group has no recognised gains or losses for the year other than the results above.
TLG Topco Limited
(Registration number: 15027426)
Consolidated Balance Sheet as at 31 March 2026
|
Note |
2026 |
2025 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
Investments |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
4,275,774 |
3,820,261 |
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current (liabilities)/assets |
( |
|
|
|
Total assets less current liabilities |
|
|
|
|
Capital Employed
|
42,974,184 |
38,107,024 |
|
|
Deferred tax liabilities |
147,192 |
286,823 |
|
|
43,121,376 |
38,393,847 |
||
|
Called up share capital |
|
|
|
|
Share premium reserve |
|
|
|
|
Capital redemption reserve |
|
- |
|
|
Profit and loss account |
( |
( |
|
|
Equity attributable to owners of the company |
( |
( |
|
|
Shareholders' deficit |
( |
( |
|
|
Total capital, reserves and long-term liabilities |
32,954,652 |
33,965,682 |
Approved and authorised by the
Director
TLG Topco Limited
(Registration number: 15027426)
Balance Sheet as at 31 March 2026
|
Note |
2026 |
2025 |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Current assets |
|||
|
Debtors |
|
|
|
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Share premium reserve |
|
|
|
|
Capital redemption reserve |
|
- |
|
|
Profit and loss account |
|
|
|
|
Shareholders' funds |
|
|
The company made a profit after tax for the financial year of £84,977 (2025 - profit of £95,924).
Approved and authorised by the
Director
TLG Topco Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 March 2026
Equity attributable to the parent company
|
Share capital |
Share premium |
Capital redemption reserve |
Profit and loss account |
Total |
Non-controlling interests - Equity |
Total equity |
|
|
At 1 April 2025 |
|
|
- |
( |
( |
- |
( |
|
Loss for the year |
- |
- |
- |
( |
( |
- |
( |
|
New share capital subscribed |
|
|
- |
- |
|
- |
|
|
Purchase of own share capital |
(100) |
- |
100 |
- |
- |
- |
- |
|
At 31 March 2026 |
|
|
|
( |
( |
- |
( |
|
Share capital |
Share premium |
Capital redemption reserve |
Profit and loss account |
Total |
Non-controlling interests - Equity |
Total equity |
|
|
At 1 April 2024 |
|
|
- |
( |
( |
( |
( |
|
Prior period adjustment |
- |
- |
- |
|
|
- |
|
|
At 1 April 2024 (As restated) |
|
|
- |
( |
( |
( |
( |
|
Loss for the year |
- |
- |
- |
( |
( |
- |
( |
|
New share capital subscribed |
|
|
- |
- |
|
- |
|
|
Other movements on reserves |
- |
- |
- |
- |
- |
26,898 |
26,898 |
|
At 31 March 2025 (As restated) |
|
|
- |
( |
( |
- |
( |
TLG Topco Limited
Statement of Changes in Equity for the Year Ended 31 March 2026
|
Share capital |
Share premium |
Capital redemption reserve |
Profit and loss account |
Total |
|
|
At 1 April 2025 |
|
|
- |
|
|
|
Profit for the year |
- |
- |
- |
|
|
|
New share capital subscribed |
|
|
- |
- |
|
|
Purchase of own share capital |
(100) |
- |
100 |
- |
- |
|
At 31 March 2026 |
|
|
|
|
|
|
Share capital |
Share premium |
Capital redemption reserve |
Profit and loss account |
Total |
|
|
At 1 April 2024 |
|
|
- |
|
|
|
Profit for the year |
- |
- |
- |
|
|
|
New share capital subscribed |
|
|
- |
- |
|
|
At 31 March 2025 |
|
|
- |
|
|
TLG Topco Limited
Consolidated Statement of Cash Flows for the Year Ended 31 March 2026
|
Note |
2026 |
2025 |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
( |
|
|
|
|
|
||
|
Working capital adjustments |
|||
|
Decrease in stocks |
|
|
|
|
(Increase)/decrease in debtors |
( |
|
|
|
Increase in creditors |
|
|
|
|
Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
- |
|
|
Acquisition of intangible assets |
( |
( |
|
|
Purchase of subsidiary undertaking (net of cash acquired) |
(2,613,573) |
(7,971,046) |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from issue of ordinary shares, net of issue costs |
|
|
|
|
Payments for purchase of own shares |
( |
- |
|
|
Proceeds from bank borrowing draw downs |
|
|
|
|
Payments to finance lease creditors |
( |
( |
|
|
Payment of bank debt costs |
(40,000) |
(784,202) |
|
|
Proceeds from loan notes |
193,552 |
203,010 |
|
|
Repayment of loan notes |
(144,623) |
- |
|
|
Net cash flows from financing activities |
|
|
|
|
Net increase in cash and cash equivalents |
|
|
|
|
Cash and cash equivalents at 1 April |
|
|
|
|
Cash and cash equivalents at 31 March |
4,275,774 |
3,820,261 |
|
TLG Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
|
General information |
The company is a private company limited by share capital, incorporated in the United Kingdom.
The company was formerly known as Transforming Learning Group Limited.
The address of its registered office is:
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2026.
No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a profit after tax for the financial year of £84,977 (2025 - profit of £95,924).
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
TLG Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
Going concern
The group's business activities, together with the factors likely to affect its future development, performance and
position, are set out in the Strategic Report. The group meets its day-to-day working capital requirements through
cash held at bank and post year end through a bank facility obtained.
The directors have reviewed forecasts for the 12 month period from the date of signing these financial statements
and consider the group to remain a going concern.
The group's forecasts and projections, taking account of reasonably possible changes in trading performance,
show that the group will operate within the level of its current cash resources and lending facilities. Post period end
the group has entered into funding facilities with a third party provider to allow it to realise its growth plans. These
facilities include covenants which have been taken to account within the forecasts prepared and show adequate
headroom and compliance during the forecast period.
Whilst the group currently has negative shareholders' equity on the balance sheet, the directors have considered a
number of key factors in developing a complete understanding of the group's financial position to allow them to
satisfy themselves that the organisation is in a strong financial position for the foreseeable future.
Accordingly, the directors have concluded that the company and the group have the resources to continue in
operational existence for 12 months from the signing of the financial statements. Thus, they continue to adopt the
going concern basis of accounting in preparing the annual financial statements.
Judgements and estimation uncertainty
These financial statements do not contain any significant judgements or estimation uncertainty. |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company. The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current 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 group operates and generates taxable income.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
TLG Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
Depreciation
Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Freehold land and buildings |
Nil |
|
Leasehold property and improvements |
20% straight line/10% reducing balance |
|
Plant and equipment |
25% reducing balance |
|
Fixtures and fittings |
20%straight line/20% reducing balance |
|
Computers |
33.33% straight line |
|
Motor vehicles |
20% straight line/25% reducing balance |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Intangible assets
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Separately acquired trademarks and licences are shown at historical cost.
Trademarks, licences (including software) and customer-related intangible assets acquired in a business combination are recognised at fair value at the acquisition date.
Trademarks, licences and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
Straight line over 10 years |
|
Website development costs |
10% straight line |
|
Customer relationships |
25% straight line |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
TLG Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
Trade debtors
Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of work in progress comprises direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
TLG Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Financial instruments
Classification
Recognition and measurement
Impairment
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
TLG Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
|
Turnover |
The total turnover of the group has been derived from its principal activity wholly undertaken in the United Kingdom.
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2026 |
2025 |
|
|
Miscellaneous other operating income |
|
|
|
Operating profit |
Arrived at after charging:
|
2026 |
2025 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Operating lease expense - property |
|
|
|
Operating lease expense - other |
|
|
|
Exceptional items |
|
2026 |
2025 |
|
|
Exceptional expenses |
1,324,007 |
109,094 |
Exceptional items in the current year consist of non-recurring payroll, recruitment, marketing and other professional fees.
Exceptional items in the prior year consisted of non-recurring payroll, recruitment, and other professional fees.
|
Other interest receivable and similar income |
|
2026 |
2025 |
|
|
Interest income on investments |
|
|
|
Interest income on bank deposits |
|
|
|
|
|
|
Interest payable and similar expenses |
|
2026 |
2025 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
|
Interest expense on other finance liabilities |
|
|
|
|
|
TLG Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
|
Staff costs |
Group
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2026 |
2025 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Other employee expense |
|
- |
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2026 |
2025 |
|
|
Average number of employees |
|
|
Company
The company incurred no staff costs and had no employees other than the directors.
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2026 |
2025 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
- |
|
246,385 |
221,281 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2026 |
2025 |
|
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
|
2026 |
2025 |
|
|
Remuneration |
|
|
|
Company contributions to money purchase pension schemes |
|
|
TLG Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
|
Auditors' remuneration |
|
2026 |
2025 |
|
|
Audit of these financial statements |
14,100 |
10,000 |
|
Audit of the financial statements of the company's subsidiaries |
63,875 |
55,000 |
|
|
|
|
|
Other fees to auditors |
||
|
Taxation compliance services |
|
|
|
All other non-audit services |
|
|
|
|
|
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2026 |
2025 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
UK corporation tax adjustment to prior periods |
|
( |
|
|
|
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
( |
( |
|
Tax (receipt)/expense in the income statement |
( |
|
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2025 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2026 |
2025 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Increase/(decrease) in UK and foreign current tax from adjustment for prior periods |
|
( |
|
Tax decrease from effect of capital allowances and depreciation |
( |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Increase from tax losses for which no deferred tax asset was recognised |
|
- |
|
Deferred tax expense from unrecognised temporary difference from a prior period |
|
- |
|
Total tax (credit)/charge |
( |
|
TLG Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
Deferred tax
Group
Deferred tax assets and liabilities
|
2026 |
Liability |
|
Accelerated capital allowances |
|
|
Short-term timing differences |
( |
|
|
|
2025 |
Liability |
|
Accelerated capital allowances |
|
|
Short-term timing differences |
( |
|
|
|
Intangible assets |
Group
|
Goodwill |
Software development costs |
Total |
|
|
Cost or valuation |
|||
|
At 1 April 2025 |
|
|
|
|
Additions acquired separately |
|
|
|
|
At 31 March 2026 |
|
|
|
|
Amortisation |
|||
|
At 1 April 2025 |
|
|
|
|
Amortisation charge |
|
|
|
|
At 31 March 2026 |
|
|
|
|
Carrying amount |
|||
|
At 31 March 2026 |
|
|
|
|
At 31 March 2025 |
|
|
|
TLG Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
|
Tangible assets |
Group
|
Land and buildings |
Furniture, fittings and equipment |
Motor vehicles |
Computer equipment |
Total |
|
|
Cost or valuation |
|||||
|
At 1 April 2025 |
|
|
|
|
|
|
Additions |
|
|
- |
|
|
|
Acquired through business combinations |
- |
|
- |
|
|
|
Disposals |
- |
( |
( |
( |
( |
|
At 31 March 2026 |
|
|
|
|
|
|
Depreciation |
|||||
|
At 1 April 2025 |
|
|
|
|
|
|
Charge for the year |
|
|
|
|
|
|
Eliminated on disposal |
- |
( |
( |
( |
( |
|
At 31 March 2026 |
|
|
|
|
|
|
Carrying amount |
|||||
|
At 31 March 2026 |
|
|
|
|
|
|
At 31 March 2025 |
|
|
|
|
|
Included within the net book value of land and buildings above is £378,645 (2025 - £389,015) in respect of freehold land and buildings.
|
Investments |
Group
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2026 |
2025 |
|||
|
Associates |
||||
|
|
United Kingdom |
Ordinary |
|
|
The registered office is 27 Woodgreen Witney, Oxfordshire. OX 28 1DG.
Company
|
2026 |
2025 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost and carrying amount |
|
|
At 1 April 2025 and at 31 March 2026 |
|
TLG Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2026 |
2025 |
|||
|
Subsidiary undertakings |
||||
|
|
United Kingdom |
|
|
|
|
|
United Kingdom |
|
|
|
|
|
United Kingdom |
|
|
|
|
|
United Kingdom |
|
|
|
|
|
United Kingdom |
|
|
|
|
|
United Kingdom |
|
|
|
|
|
United Kingdom |
|
|
|
|
|
United Kingdom |
|
|
|
|
|
United Kingdom |
|
|
|
|
|
United Kingdom |
|
|
|
|
|
United Kingdom |
|
|
|
|
|
United Kingdom |
|
|
|
|
|
United Kingdom |
|
|
|
|
|
United Kingdom |
|
|
|
|
|
United Kingdom |
|
|
|
|
|
United Kingdom |
|
|
|
* - held directly by TLG Topco Limited.
The registered office address of all subsidiaries is the same as TLG Topco Limited.
The principal activity of Turn It On Trustees Limited and Lexicon Lifeline Limited is as a dormant company.The principal activity of School ICT Group Limited, TLG Midco Limited, Blade Capital Limited and Transforming Learning Group Limited is as holding companies. The principal activity of Education Finance Solutions Limited is the provision of financial and operational support. The principal activity of all other subsidiaries is ICT support.
TLG Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
|
Stocks |
|
Group |
Company |
|||
|
2026 |
2025 |
2026 |
2025 |
|
|
Raw materials and consumables |
|
|
- |
- |
|
Work in progress |
|
|
- |
- |
|
|
|
- |
- |
|
|
Debtors |
|
Group |
Company |
||||
|
Note |
2026 |
2025 |
2026 |
2025 |
|
|
Trade debtors |
|
|
- |
- |
|
|
Amounts owed by group undertakings |
- |
- |
|
|
|
|
Other debtors |
|
|
|
|
|
|
Prepayments |
|
|
- |
- |
|
|
Corporation tax asset |
|
|
- |
- |
|
|
|
|
|
|
||
|
Creditors |
|
Group |
Company |
||||
|
Note |
2026 |
2025 |
2026 |
2025 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Trade creditors |
|
|
- |
- |
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other creditors |
|
|
- |
- |
|
|
Accruals |
|
|
|
|
|
|
Corporation tax liability |
|
|
- |
- |
|
|
Deferred income |
|
|
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
Other creditors include deferred consideration of £1,300,000 (2025 - £400,000).
TLG Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
|
Loans and borrowings |
Current loans and borrowings
|
Group |
Company |
|||
|
2026 |
2025 |
2026 |
2025 |
|
|
Hire purchase contracts |
|
|
- |
- |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2026 |
2025 |
2026 |
2025 |
|
|
Bank borrowings |
|
|
- |
- |
|
Hire purchase contracts |
- |
|
- |
- |
|
Other borrowings |
|
|
- |
- |
|
|
|
- |
- |
|
The bank loan outstanding of £8,810,408 (2025 - £6,825,472) is stated after deducting £364,592 (2025 - £624,528) of costs associated with the raising of this finance which are being released to the profit and loss account over the term of the debt in accordance with FRS 102. The bank loan gross of debt costs was £9,175,000 (2025 - £7,450,000).
The bank debt is repayable in full on 2 July 2029. Interest is charged on the facility at 3.5% above the compound reference rate and the loan is secured by a fixed and floating charge over all the assets of the group.
The loan notes (which are unsecured) outstanding of £34,163,776 (2025 - £31,181,386) include accrued interest of £6,890,768 (2025 - £4,079,336) and are stated after deducting £163,771 (2025 - £285,800) of costs associated with the raising of this finance which are being released to the profit and loss account over the term of the debt in accordance with FRS 102. Total loan notes excluding accrued interest and net of debt costs amounted to £27,436,779 (2025 - £27,387,850) at 31 March 2026. Interest is payable on the loan notes at 9%. The loan notes are repayable on 11 August 2029.
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
TLG Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
|
Share capital |
Allotted, called up and fully paid shares
|
2026 |
2025 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
6,238.19 |
|
6,238.19 |
|
|
|
2,860.67 |
|
2,817.72 |
|
|
|
486.94 |
|
433.16 |
|
|
|
|
|
|
Allotted, called up and not fully paid shares
|
2026 |
2025 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
531.27 |
|
523.75 |
On 24 July 2025, 538 C Ordinary shares of £0.01 were cancelled.
On 14 August 2025, 2,153 B Ordinary shares of £0.01 were cancelled and 25,090 C Ordinary shares of £0.01 were cancelled.
On 31 October 2025, 10,000 C Ordinary shares of £0.01 were cancelled.
New shares allotted
|
During the year, 6,448 B Ordinary shares having an aggregate nominal value of £64 were allotted for an aggregate consideration of £64. These shares were allotted on 31 October 2025. |
|
During the year, 1,290 C Ordinary shares having an aggregate nominal value of £13 were allotted for an aggregate consideration of £-. These shares were allotted on 31 October 2025. |
|
During the year, 20,470 C Ordinary shares having an aggregate nominal value of £205 were allotted for an aggregate consideration of £205. These shares were allotted on 3 February 2026. |
|
During the year, 19,998 C Ordinary shares having an aggregate nominal value of £200 were allotted for an aggregate consideration of £-. These shares were allotted on 3 February 2026. |
TLG Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
|
Obligations under leases and hire purchase contracts |
Group
Finance leases
The total of future minimum lease payments is as follows:
|
2026 |
2025 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
- |
|
|
|
|
Finance lease payment represent rentals payable by the group for Motor Vehicles. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
The range of interest is from 8.00% to 8.57%.
The group's obligations under finance leases are secured by the lessor's charge over the leased assets.
Operating leases
The total of future minimum lease payments is as follows:
|
2026 |
2025 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
- |
|
|
|
|
|
Analysis of changes in net debt |
Group
|
At 1 April 2025 |
Financing cash flows |
Other non-cash changes |
At 31 March 2026 |
|
|
Cash and cash equivalents |
||||
|
Cash |
3,820,261 |
455,522 |
- |
4,275,783 |
|
Borrowings |
||||
|
Long term borrowings |
(38,006,858) |
(1,713,365) |
(3,253,960) |
(42,974,183) |
|
Lease liabilities |
(111,964) |
72,943 |
(5,953) |
(44,974) |
|
(38,118,822) |
(1,640,422) |
(3,259,913) |
(43,019,157) |
|
|
|
||||
|
( |
( |
( |
( |
|
TLG Topco Limited
Notes to the Financial Statements for the Year Ended 31 March 2026
|
Related party transactions |
Company
Summary of transactions with key management
During the year, interest of £1,960,945 (2025 - £1,798,873) was charged in respect of loan notes to a related party. A balance of £23,749,221 (2025 - £21,788,276) was outstanding at 31 March 2026, including accrued interest. Also included within the trade creditors balance at year end is £Nil (2025 - £26,986) owed by Foundation Investment Partners Limited, a related party by means of its investment and control of the group that this company is a part of.
|
Business combinations |
On
Education Finance Solutions Limited contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
|
Book value and fair value |
|
|
Assets and liabilities acquired |
|
|
Financial assets |
|
|
Tangible assets |
|
|
Financial liabilities |
( |
|
Total identifiable assets |
|
|
Goodwill |
|
|
Total consideration |
4,159,969 |
|
Satisfied by: |
|
|
Cash |
|
|
Deferred consideration |
|
|
Total consideration transferred |
|
|
Cash flow analysis: |
|
|
Cash consideration |
|
|
Less: cash and cash equivalent balances acquired |
( |
|
Net cash outflow arising on acquisition |
|
|
|
|
The useful life of goodwill is
|
Parent and ultimate parent undertaking |
The ultimate controlling party is