Company registration number 14631973 (England and Wales)
STAR PUPIL TOPCO LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024
STAR PUPIL TOPCO LTD
COMPANY INFORMATION
Directors
Mr D W Angrave
(Appointed 21 February 2023)
Mr A G Robb
(Appointed 26 July 2023)
Mr J W Seaton
(Appointed 21 February 2023)
Vitruvian Directors I Limited
(Appointed 21 February 2023)
Vitruvian Directors II Limited
(Appointed 21 February 2023)
Company number
14631973
Registered office
Building B Hallamshire Business Park
Napier Street
Sheffield
United Kingdom
S11 8HA
Auditor
BHP LLP
2 Rutland Park
Sheffield
S10 2PD
STAR PUPIL TOPCO LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 19
STAR PUPIL TOPCO LTD
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 APRIL 2024
- 1 -
The directors present the strategic report for the period ended 30 April 2024.
Review of the business
The Company acts as an intermediate holding company for certain entities in the Wild Peak Holdings Group. The directors expect the principal activities of the Company to remain the same for the foreseeable future.
During the period the Company issued preference shares which accrue dividends at a rate of 8% per annum, compounding annually. The Company is in receipt of an intra-group loan from its wholly owned subsidiary, Star Pupil Bidco Limited, which ensures the ongoing affordability of the accruing preference share dividends.
The directors consider the results for the year and the future prospects of the Company to be satisfactory.
Results for the year
Operating loss was £679,860 and the loss before taxation was £634,457. The loss for the financial year of £635,013 was transferred to reserves. Net assets at 30 April 2024 were £16,663,323.
Principal risks and uncertainties
As the Company only acts as a holding company, its risks are derived from its subsidiary companies, as described below.
Changes in consumer demands or the way in which teachers use third-party providers of educational or teaching content. Twinkl actively engages with educators, invests in market research and adapts its product and service offering to align with emerging needs and trends;
ability to attract new customers and retain existing customers. Twinkl’s proposition remains strong and highly relevant through a diverse and growing content library and continuous investment in digital resources, user experience and engagement and content delivery;
change in competitive behaviour and the threat of new entrants including AI powered tools. Twinkl operates with an agile business model and proposition, creating in-demand resources and technology for its customers. Twinkl holds a strong and established market position, enabling it to mitigate the potential impact of new competitors entering the market; and
the risk of catastrophic IT and website failure, which would halt or slow down new content production or delivery or prohibit customers from accessing the website or making payment. Twinkl manages this risk through on-going investment into IT infrastructure, security and personnel and deploying robust back-up procedures.
STAR PUPIL TOPCO LTD
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
- 2 -
S172 statement
This statement is made in accordance with section 414CZA Companies Act 2006 (as amended).
In accordance with their duties under section 172(1) Companies Act 2006, the Company's directors have collectively, and individually, acted in a way that they consider, in good faith, promotes the success of the Company for the benefit of its members as a whole.
In line with the duty to promote the success of the Company for the benefit of its shareholders, the Company must have regard to the overall strategy and direction of the wider Group. Any decisions are considered from the perspective of the Company, ensuring that decisions are beneficial to its stakeholders as well as having regard to the long-term sustainable success of the Group as a whole.
Engaging with stakeholders
Our key stakeholders, and the ways in which we engage with them, are as follows:
Our team - Most of the Group’s employees are employed by the Company’s indirect trading subsidiaries. As a Group we believe our long-term success is predicated on the commitment and contribution of our team. We promote a culture of collaboration and engage with our team through newsletters, ‘all-hands’ meetings, leadership updates and team surveys.
We provide training and support to our team, to ensure they have the necessary skills to perform their roles effectively. We promote flexible working practices, including remote and hybrid working, and we also aim to be a responsible employer in our approach to the pay and benefits our team receive.
Our customers and suppliers - Most of the Group’s customers and suppliers are those of the Company’s indirect trading subsidiaries. As a Group we invest heavily in resources and processes to offer customers the best quality service with the minimum turnaround time.
We work with a range of suppliers and recognise the importance of these to our operational performance and ability to achieve our long-term goals. We are committed to working with suppliers who share our values and we seek to maintain strong and mutually beneficial relationships with them.
Our community - Everything we do as a Group supports the global teaching community and we are committed to transforming people's lives through education. All Twinkl resources are teacher-made and can be used by anyone, anywhere, making learning accessible to all.
Our planet - The Group’s main trading subsidiary, Twinkl Ltd, recycles all its office paper and toners, uses only Forest Stewardship Council® certified paper for printing, and office power is wholly supplied from renewable sources.
Mr J W Seaton
Director
30 January 2025
STAR PUPIL TOPCO LTD
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 APRIL 2024
- 3 -
The directors present their annual report and financial statements for the period ended 30 April 2024.
Principal activities
The company was incorporated on 1 February 2023. The principal activity of the company is that of a holding company.
Results and dividends
The results for the period are set out on page 8.
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:
Mr D W Angrave
(Appointed 21 February 2023)
Mr A G Robb
(Appointed 26 July 2023)
Mr J W Seaton
(Appointed 21 February 2023)
Vitruvian Directors I Limited
(Appointed 21 February 2023)
Vitruvian Directors II Limited
(Appointed 21 February 2023)
Mr C A Bulger
(Appointed 1 February 2023 and resigned 21 February 2023)
Auditor
The auditor, BHP LLP, has been appointed under section 485 of the Companies Act 2006.
Energy and carbon report
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
Statement of directors' responsibilities
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:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
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 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.
STAR PUPIL TOPCO LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
- 4 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
Mr J W Seaton
Director
30 January 2025
STAR PUPIL TOPCO LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF STAR PUPIL TOPCO LTD
- 5 -
Opinion
We have audited the financial statements of Star Pupil Topco Ltd (the 'company') for the period ended 30 April 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 30 April 2024 and of its loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 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 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.
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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
STAR PUPIL TOPCO LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF STAR PUPIL TOPCO LTD (CONTINUED)
- 6 -
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 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, 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.
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.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;
To address the risks of fraud through management bias and override controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
STAR PUPIL TOPCO LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF STAR PUPIL TOPCO LTD (CONTINUED)
- 7 -
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.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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.
Lisa Leighton
Senior Statutory Auditor
For and on behalf of BHP LLP
30 January 2025
Chartered Accountants
Statutory Auditor
2 Rutland Park
Sheffield
S10 2PD
STAR PUPIL TOPCO LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 APRIL 2024
- 8 -
Period
ended
30 April
2024
Notes
£
Turnover
-
Administrative expenses
(679,860)
Operating loss
(679,860)
Interest receivable and similar income
5
47,371,478
Interest payable and similar expenses
6
(47,326,075)
Loss before taxation
(634,457)
Tax on loss
7
(556)
Loss for the financial period
(635,013)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
STAR PUPIL TOPCO LTD
BALANCE SHEET
AS AT 30 APRIL 2024
30 April 2024
- 9 -
2024
Notes
£
£
Fixed assets
Investments
9
5,988,649
Current assets
Debtors
11
548,160,416
Creditors: amounts falling due within one year
12
(88,820)
Net current assets
548,071,596
Total assets less current liabilities
554,060,245
Creditors: amounts falling due after more than one year
13
(537,396,922)
Net assets
16,663,323
Capital and reserves
Called up share capital
17
144,690
Share premium account
16,505,310
Share based payment reserve
648,336
Profit and loss reserves
(635,013)
Total equity
16,663,323
The financial statements were approved by the board of directors and authorised for issue on 30 January 2025 and are signed on its behalf by:
Mr J W Seaton
Director
Company registration number 14631973 (England and Wales)
STAR PUPIL TOPCO LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 APRIL 2024
- 10 -
Share capital
Share premium account
Share based payment reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 February 2023
-
Period ended 30 April 2024:
Loss and total comprehensive income
-
-
-
(635,013)
(635,013)
Issue of share capital
17
144,690
16,505,310
-
-
16,650,000
Share based payment expense
-
-
648,336
-
648,336
Balance at 30 April 2024
144,690
16,505,310
648,336
(635,013)
16,663,323
STAR PUPIL TOPCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024
- 11 -
1
Accounting policies
Company information
Star Pupil Topco Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Building B Hallamshire Business Park, Napier Street, Sheffield, United Kingdom, S11 8HA.
1.1
Reporting period
The company was incorporated on 1 February 2023, with its first accounts prepared to 30 April 2024. This is a long period to bring the year end in line with the rest of the group.
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 sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to certain financial instruments at fair value. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Wild Peak Holdings Limited. These consolidated financial statements are available from its registered office, Wards Exchange, Ecclesall Road, Sheffield, England, S11 8HW.
1.3
Going concern
Despite the position of the balance sheet and reserves, due to the nature of the items impacting these, at the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. true
1.4
Fixed asset investments
Interests in subsidiaries 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.
STAR PUPIL TOPCO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 12 -
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.
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.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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.
STAR PUPIL TOPCO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 13 -
Basic financial liabilities
Basic financial liabilities, including creditors, 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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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.
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.
1.9
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
STAR PUPIL TOPCO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 14 -
1.10
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.11
Share-based payments
Where the Group has entered into arrangements that are equity-settled share-based payments with certain employees, these are measured at fair value at the date of grant, which is then recognised in the profit and loss account over the expected time to vest, based on the Group's best estimate. Fair value is measured by use of an appropriate model. The charge is adjusted at each balance sheet date to reflect the actual number of shares expected to vest based on non-market performance conditions such as service and employment service conditions where appropriate. The movement in cumulative charges since the previous balance sheet is recognised in the profit and loss account, with a corresponding entry in equity.
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.
The key estimate within the financial statements is the valuation of the fixed asset investments. Performance in the underlying investment is assessed to determine if any impairment is required.
3
Auditor's remuneration
2024
Fees payable to the company's auditor:
£
For audit services
Audit of the financial statements of the company
4,700
For other services
Taxation compliance services
1,320
4
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2024
Number
Directors
1
STAR PUPIL TOPCO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
4
Employees
(Continued)
- 15 -
Their aggregate remuneration comprised:
2024
£
Wages and salaries
702,887
Social security costs
6,168
Pension costs
766
709,821
5
Interest receivable and similar income
2024
£
Interest income
Loan note interest income
47,371,478
6
Interest payable and similar expenses
2024
£
Dividends on redeemable preference shares not classified as equity
47,326,075
STAR PUPIL TOPCO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
- 16 -
7
Taxation
2024
£
Current tax
UK corporation tax on profits for the current period
556
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:
2024
£
Loss before taxation
(634,457)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.97%
(126,701)
Tax effect of expenses that are not deductible in determining taxable profit
9,578,340
Group relief
(9,451,083)
Taxation charge for the period
556
8
Dividends
Preference dividends in arrears total £47,326,075. A share preference dividends of £18,930,430 and B share preference dividends of £28,395,645 are accrued to the FY24 year end.
9
Fixed asset investments
2024
Notes
£
Investments in subsidiaries
10
5,988,649
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 February 2023
-
Additions
5,988,649
At 30 April 2024
5,988,649
Carrying amount
At 30 April 2024
5,988,649
STAR PUPIL TOPCO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
- 17 -
10
Subsidiaries
Details of the company's subsidiaries at 30 April 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Star Pupil Bidco Ltd
Building B Hallamshire Business Park, Napier Street, Sheffield, United Kingdom, S11 8HA
Ordinary
100.00
-
Twinkle Limited
Wards Exchange, 197 Ecclesall Road, Sheffield, England, S11 8HW
Ordinary
-
100.00
Twinkl Inc
16192 Coastal Hwy, Lewes, Delaware
Ordinary
-
100.00
Twinkl (Global Holdings) Limited
Wards Exchange, 197 Ecclesall Road, Sheffield, England, S11 8HW
Ordinary
-
100.00
Twinkl Limited
Wards Exchange, 197 Ecclesall Road, Sheffield, England, S11 8HW
Ordinary
-
100.00
Twinkl Australia Pty Limited
Suite 2, Level 1, 9-11 Grosvenor Street, Neutral Bay, NSW 2089, Australia
Ordinary
-
100.00
Educake Limited
30 St. Giles, Oxford, England, OX1 3LE
Ordinary
-
100.00
Elevate Supply Limited
Building B Hallamshire Business Park, Napier Street, Sheffield, South Yorkshire, S11 8HA
Ordinary
-
100.00
11
Debtors
2024
Amounts falling due within one year:
£
Trade debtors
1
Amounts owed by group undertakings
548,103,676
Prepayments and accrued income
56,739
548,160,416
Included within amounts owed from group undertakings is £499,802,198 of fixed rate loan notes from Star Pupil Bidco Limited. £490,790,847 of these accrue interest at 8%. At year end there was £47,371,478 accrued interest included within this balance.
12
Creditors: amounts falling due within one year
2024
£
Amounts owed to group undertakings
78,900
Corporation tax
556
Accruals and deferred income
9,364
88,820
STAR PUPIL TOPCO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
- 18 -
13
Creditors: amounts falling due after more than one year
2024
Notes
£
Other borrowings
14
490,070,847
Preference dividends payable
47,326,075
537,396,922
14
Loans and overdrafts
2024
£
Preference shares
490,070,847
Payable after one year
490,070,847
The preference shares accrue dividends at a rate of 8% per annum, compounding annually.
15
Retirement benefit schemes
2024
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
766
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
16
Share-based payment transactions
On 21 February 2023, Star Pupil Topco Limited, issued 969,000 C ordinary shares to certain employees. These shares are treated as equity-settled share based payments. The Monte Carlo option pricing model has been used to determine the fair value at grant date, in conjunction with a third party valuation specialist.
An expense has been recognised within the Star Pupil Topco Limited company financial statements. During the period this expense was £648,336.
There was a second issue of 206,310 C ordinary shares post year end. No share based payment has been recognised in respect to this.
Inputs for the 21 February 2023 issue were as follows:
Expected volatility
45.53%
Expected life
5 years
Risk free rate
3.556%
STAR PUPIL TOPCO LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024
- 19 -
17
Share capital
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares class A of 1p each
5,400,000
54,000
Ordinary shares class B of 1p each
8,100,000
81,000
Ordinary shares class C of 1p each
969,000
9,690
14,469,000
144,690
All shares were issued in the period.
18
Ultimate controlling party
The parent company is Wild Peak Holdings Limited. The ultimate controlling party is viewed to be J W Seaton who has a majority shareholding in Wild Peak Holdings Limited.
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