Company registration number 13615057 (England and Wales)
GREEN UK TOPCO LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
GREEN UK TOPCO LIMITED
COMPANY INFORMATION
Directors
M J William
(Appointed 10 September 2021)
A S Lind
(Appointed 10 September 2021)
Company number
13615057
Registered office
Lex House 2nd Floor
17 Connaught Place
London
W2 2ES
GREEN UK TOPCO LIMITED
CONTENTS
Page
Directors' report
1
Statement of comprehensive income
3
Balance sheet
4
Statement of changes in equity
5
Notes to the financial statements
6 - 11
GREEN UK TOPCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 1 -

The directors present their annual report and financial statements for the Period ended 31 December 2022.

Principal activities

The principal activity of the company was that of a holding company.

Results and dividends

The results for the Period are set out on page 3.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the Period and up to the date of signature of the financial statements were as follows:

M J William
(Appointed 10 September 2021)
A S Lind
(Appointed 10 September 2021)
Going concern

The directors, after carrying out necessary enquiries, believe that the Company has adequate sources of funding to meet any future investments and to pay its expenses, and is well placed to manage its business risk successfully.

 

As a consequence of the above, the directors have a reasonable expectation that the Company has adequate resources and procedures in place to manage its business risks for the foreseeable future. Accordingly, the Company has adopted the going concern basis in the preparation of the financial statements.

On behalf of the board
A S Lind
Director
9 April 2024
GREEN UK TOPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 2 -

The directors are responsible for preparing the annual 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

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 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.

GREEN UK TOPCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 3 -
Period
ended
31 December
2022
Notes
Administrative expenses
(5,152)
Loss before taxation
(5,152)
Tax on loss
4
-
0
Loss for the financial Period
(5,152)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

GREEN UK TOPCO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 4 -
2022
Notes
Fixed assets
Investments
5
62,535,236
Current assets
-
Creditors: amounts falling due within one year
7
(5,152)
Net current liabilities
(5,152)
Net assets
62,530,084
Capital and reserves
Called up share capital
8
30,000
Share premium account
62,505,236
Profit and loss reserves
(5,152)
Total equity
62,530,084

For the financial Period ended 31 December 2022 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the Period in question in accordance with section 476.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 9 April 2024 and are signed on its behalf by:
A S Lind
Director
Company Registration No. 13615057
GREEN UK TOPCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 5 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
Balance at 10 September 2021
1
-
0
-
0
1
Period ended 31 December 2022:
Loss and total comprehensive income for the period
-
-
(5,152)
(5,152)
Issue of share capital
8
29,999
62,505,236
-
62,535,235
Balance at 31 December 2022
30,000
62,505,236
(5,152)
62,530,084
GREEN UK TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 6 -
1
Accounting policies
Company information

Green UK Topco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Lex House 2nd Floor, 17 Connaught Place, London, W2 2ES.

1.1
Reporting period

The Company's financial year starts 1 January and ends 31 December except for this first period. The first financial period is for 16 months which started from the date of incorporation i.e. 10 September 2021 until 31 December 2022.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in euros, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.3
Going concern

The directors, after carrying out necessary enquiries, believe that the Company has adequate sources oftrue funding to meet any future investments and to pay its expenses, and is well placed to manage its business risk successfully.

 

As a consequence of the above, the directors have a reasonable expectation that the Company has adequate resources and procedures in place to manage its business risks for the foreseeable future. Accordingly, the Company has adopted the going concern basis in the preparation of the financial statements.

1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

GREEN UK TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 7 -
1.6
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

GREEN UK TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 8 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

The average monthly number of persons (including directors) employed by the company during the Period was:

2022
Number
Total
-
0
GREEN UK TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
3
Employees
(Continued)
- 9 -

The Directors remuneration for the current period was borne by other affiliated companies. No recharge was made to the Company for the services of the Directors in the current year as it is not possible to make an accurate apportionment of emoluments in respect of services to the Company.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4
Taxation

The actual charge for the Period can be reconciled to the expected credit for the Period based on the profit or loss and the standard rate of tax as follows:

2022
Loss before taxation
(5,152)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00%
(979)
Unutilised tax losses carried forward
979
Taxation charge for the period
-
5
Fixed asset investments
2022
Notes
Investments in subsidiaries
6
62,535,236
GREEN UK TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
5
Fixed asset investments
(Continued)
- 10 -
Movements in fixed asset investments
Shares in subsidiaries
Cost or valuation
At 10 September 2021
-
Additions
62,535,236
At 31 December 2022
62,535,236
Carrying amount
At 31 December 2022
62,535,236

 

 

 

 

 

 

 

 

 

 

 

 

6
Subsidiaries

Details of the company's subsidiaries at 31 December 2022 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Green Germany HoldCo GmbH
Ritterstrasse 12-14, 10969 Berlin, Germany
Ordinary
79.84
-
Green Germany BidCo GmbH
Ritterstrasse 12-14, 10969 Berlin, Germany
Ordinary
0
100.00
Spiced Education GmbH
Gasstraße 6a, 22761 Hamburg, Germany
Ordinary
0
100.00
Green Sweden BidCo AB
Hamngatan 27, 111 47 Stockholm
Ordinary
0
100.00
Applied Technology STHLM AB
Lustgårdsgatan 19, 112 51 Stockholm
Ordinary
0
100.00
Applied Technology NL B.V.
B.V. John M. Keynesplein 12, 1066 EP Amsterdam
Ordinary
0
100.00
Green France
BidCo SAS
44/46, rue Alphonse Penaud 75020 PARIS
Ordinary
0
100.00
INNOV EDUC S.A.S.
44/46, rue Alphonse Penaud 75020 PARIS
Ordinary
0
100.00
Wild Code School Germany GmbH
Ritterstrasse 12-14, 10969 Berlin, Germany
Ordinary
0
100.00
Wild Code School Unipessoal Lda.
Rua Visconde de Santarém, no 73 A, 1000-286
Lisboa
Ordinary
0
100.00
Wild Code School Ltd
30 Finsbury Square, London, EC2A 1AG
Ordinary
0
100.00
FG Talent GmbH
Ritterstrasse 12-14, 10969 Berlin, Germany
Ordinary
0
100.00
GREEN UK TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 11 -
7
Creditors: amounts falling due within one year
2022
Amounts owed to group undertakings
152
Accruals
5,000
5,152
8
Share capital
2022
2022
Ordinary share capital
Number
Issued and fully paid
Ordinary shares of €1 each
30,000
30,000
2022-12-312021-09-10falseCCH SoftwareCCH Accounts Production 2023.100M J WilliamA S Lind136150572021-09-102022-12-3113615057bus:Director12021-09-102022-12-3113615057bus:Director22021-09-102022-12-3113615057bus:RegisteredOffice2021-09-102022-12-31136150572022-12-3113615057core:RetainedEarningsAccumulatedLosses2021-09-102022-12-3113615057core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3113615057core:CurrentFinancialInstruments2022-12-3113615057core:ShareCapital2022-12-3113615057core:SharePremium2022-12-3113615057core:RetainedEarningsAccumulatedLosses2022-12-3113615057core:ShareCapital2021-09-0913615057core:SharePremium2021-09-0913615057core:RetainedEarningsAccumulatedLosses2021-09-0913615057core:ShareCapital2021-09-102022-12-3113615057core:SharePremium2021-09-102022-12-3113615057core:UKTax2021-09-102022-12-3113615057core:Non-currentFinancialInstruments2022-12-3113615057core:Subsidiary12021-09-102022-12-3113615057core:Subsidiary22021-09-102022-12-3113615057core:Subsidiary32021-09-102022-12-3113615057core:Subsidiary42021-09-102022-12-3113615057core:Subsidiary52021-09-102022-12-3113615057core:Subsidiary62021-09-102022-12-3113615057core:Subsidiary72021-09-102022-12-3113615057core:Subsidiary82021-09-102022-12-3113615057core:Subsidiary92021-09-102022-12-3113615057core:Subsidiary102021-09-102022-12-3113615057core:Subsidiary112021-09-102022-12-3113615057core:Subsidiary122021-09-102022-12-3113615057core:Subsidiary112021-09-102022-12-3113615057core:Subsidiary222021-09-102022-12-3113615057core:Subsidiary332021-09-102022-12-3113615057core:Subsidiary442021-09-102022-12-3113615057core:Subsidiary552021-09-102022-12-3113615057core:Subsidiary662021-09-102022-12-3113615057core:Subsidiary772021-09-102022-12-3113615057core:Subsidiary882021-09-102022-12-3113615057core:Subsidiary992021-09-102022-12-3113615057core:Subsidiary10102021-09-102022-12-3113615057core:Subsidiary11112021-09-102022-12-3113615057core:Subsidiary12122021-09-102022-12-3113615057bus:PrivateLimitedCompanyLtd2021-09-102022-12-3113615057bus:FRS1022021-09-102022-12-3113615057bus:AuditExempt-NoAccountantsReport2021-09-102022-12-3113615057bus:FullAccounts2021-09-102022-12-31xbrli:purexbrli:sharesiso4217:GBP