Caseware UK (AP4) 2023.0.135 2023.0.135 2024-06-302024-06-304falsetruetruetrue2023-07-01No description of principal activity4truefalsefalse 12201001 2023-07-01 2024-06-30 12201001 2022-07-01 2023-06-30 12201001 2024-06-30 12201001 2023-06-30 12201001 2022-07-01 12201001 c:CompanySecretary1 2023-07-01 2024-06-30 12201001 c:Director3 2023-07-01 2024-06-30 12201001 c:Director3 2024-06-30 12201001 c:Director5 2023-07-01 2024-06-30 12201001 c:Director6 2023-07-01 2024-06-30 12201001 c:RegisteredOffice 2023-07-01 2024-06-30 12201001 d:CurrentFinancialInstruments 2024-06-30 12201001 d:CurrentFinancialInstruments 2023-06-30 12201001 d:CurrentFinancialInstruments d:WithinOneYear 2024-06-30 12201001 d:CurrentFinancialInstruments d:WithinOneYear 2023-06-30 12201001 d:UKTax 2023-07-01 2024-06-30 12201001 d:UKTax 2022-07-01 2023-06-30 12201001 d:ShareCapital 2024-06-30 12201001 d:ShareCapital 2022-07-01 2023-06-30 12201001 d:ShareCapital 2023-06-30 12201001 d:ShareCapital 2022-07-01 12201001 d:RetainedEarningsAccumulatedLosses 2023-07-01 2024-06-30 12201001 d:RetainedEarningsAccumulatedLosses 2024-06-30 12201001 d:RetainedEarningsAccumulatedLosses 2022-07-01 2023-06-30 12201001 d:RetainedEarningsAccumulatedLosses 2023-06-30 12201001 d:RetainedEarningsAccumulatedLosses 2022-07-01 12201001 c:OrdinaryShareClass1 2023-07-01 2024-06-30 12201001 c:OrdinaryShareClass1 2024-06-30 12201001 c:OrdinaryShareClass1 2023-06-30 12201001 c:OrdinaryShareClass2 2023-07-01 2024-06-30 12201001 c:OrdinaryShareClass2 2024-06-30 12201001 c:OrdinaryShareClass2 2023-06-30 12201001 c:OrdinaryShareClass3 2023-07-01 2024-06-30 12201001 c:OrdinaryShareClass3 2024-06-30 12201001 c:OrdinaryShareClass3 2023-06-30 12201001 c:FRS102 2023-07-01 2024-06-30 12201001 c:Audited 2023-07-01 2024-06-30 12201001 c:FullAccounts 2023-07-01 2024-06-30 12201001 c:PrivateLimitedCompanyLtd 2023-07-01 2024-06-30 12201001 d:Subsidiary1 2023-07-01 2024-06-30 12201001 d:Subsidiary1 1 2023-07-01 2024-06-30 12201001 d:Subsidiary2 2023-07-01 2024-06-30 12201001 d:Subsidiary2 1 2023-07-01 2024-06-30 12201001 d:Subsidiary3 2023-07-01 2024-06-30 12201001 d:Subsidiary3 1 2023-07-01 2024-06-30 12201001 d:Subsidiary4 2023-07-01 2024-06-30 12201001 d:Subsidiary4 1 2023-07-01 2024-06-30 12201001 d:Subsidiary5 2023-07-01 2024-06-30 12201001 d:Subsidiary5 1 2023-07-01 2024-06-30 12201001 d:Subsidiary6 2023-07-01 2024-06-30 12201001 d:Subsidiary6 1 2023-07-01 2024-06-30 12201001 d:Subsidiary7 2023-07-01 2024-06-30 12201001 d:Subsidiary7 1 2023-07-01 2024-06-30 12201001 d:Subsidiary8 2023-07-01 2024-06-30 12201001 d:Subsidiary8 1 2023-07-01 2024-06-30 12201001 d:Subsidiary9 2023-07-01 2024-06-30 12201001 d:Subsidiary9 1 2023-07-01 2024-06-30 12201001 2 2023-07-01 2024-06-30 12201001 6 2023-07-01 2024-06-30 12201001 e:PoundSterling 2023-07-01 2024-06-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 12201001










JAG UK TOPCO LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

 
JAG UK TOPCO LIMITED
 
 
COMPANY INFORMATION


Directors
M Clare 
C Jones 




Registered number
12201001



Registered office
5a Millars Brook Business Park
Molly Millars Lane

Wokingham

England

RG41 2AD




Independent auditors
HaysMac LLP

10 Queen Street Place

London

EC4R 1AG





 
JAG UK TOPCO LIMITED
 

CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 8
Statement of Comprehensive Income
9
Statement of Financial Position
10
Statement of Changes in Equity
11
Notes to the Financial Statements
12 - 20


 
JAG UK TOPCO LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

Introduction
 
The directors present the Strategic Report and financial statements for the year to 30 June 2024.

Business review
 
JAG UK Topco Limited is the ultimate holding company of the UK group entities. Its wholly owned subsidiary JAG UK Midco Limited is the holding company of JAG UK Holdco Limited, who in turn is the parent company of JAG UK Bidco Limited.
On 29th September 2023, JAG UK Bidco Limited acquired the entire share capital of Pioneer Childcare Limited, a wraparound childcare and holiday camp provider in Sussex.
On 31st May 2024, JAG UK Bidco Limited acquired the entire share capital of Dawn Until Dusk Ltd, a wraparound childcare and holiday camp provider in Bedfordshire.
JAG UK Bidco Limited is the holding entity for the trading subsidiaries Junior Adventures Group UK Ltd (previously Energy Kidz Ltd), Pioneer Childcare Limited and Dawn Until Dusk Ltd. Throughout the year, the business continued to demonstrate organic growth in attendances with the first full year of the rebrand as ‘Junior Adventures Group’, and also via business development. The acquisition of Pioneer Childcare Limited early in the year and Dawn Until Dusk Ltd towards the end of the year also added operational scale. Integration of these acquired businesses commenced in the year and will continue throughout the next financial year.
Management prioritisation and focus in the year have shown significant improvement on key strategic enablers:
 
People Stability: Absence and Labour Turnover
 
Recruitment and Retention

These initiatives have enabled growth in the number of school and leisure centre settings, and average attendance levels. There has been a steady improvement in people capability and leadership, which in turn has improved the quality of the delivery (96% Ofsted compliance) culminating in much stronger financial performance.

Future developments
 
JAG UK Topco Limited, through its trading subsidiaries Junior Adventures Group UK Ltd, Pioneer Childcare Limited and Dawn Until Dusk Ltd continues to follow its strategic objectives of organic attendance growth within existing sites as well as the nationwide launch of new sites as it further entrenches its position as the UK’s leading holiday camp and wraparound childcare provider. Operational efficiencies at both a delivery and support office level continue to be a critical focus for the business. High service quality and product delivery remain the cornerstone of the business model.
Where opportunities arise, the Company will seek to acquire other UK providers of camp and wraparound childcare.
Historically the ‘School-Aged Childcare’ sector in the UK has not benefited from long standing funding similar to other markets including Early Years. However, over the past year, the Department of Education has developed and announced a National Wraparound Fund, with a commitment of £289 million over the next 2 years to create new provision and expand spaces in current clubs. This provides Junior Adventures Group with a good opportunity to build capacity, secure funding for existing clubs and provide more spaces for families through investment in workforce and training, as well as providing additional support for Special Educational Needs and Disability (SEND) children.

 
Page 1

 
JAG UK TOPCO LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

No other matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the entity's operations, the results of those operations, or the entity's situation in future financial years.

Principal risks and uncertainties
 
The Company's operations and that of its trading subsidiaries are subject to a variety of financial and non-financial risks. Operational risks are mitigated by comprehensive insurance policies in place within each entity. The key financial risk to the business is cash flow, which is monitored regularly by management and further reviewed in detail as part of the monthly reporting process. Cashflows are carefully managed and when necessary, further funds are available through capital raises and Group financial support.
Other than the risks identified above, the directors see minimal risk within this area of the business.

Financial key performance indicators
 
As a simple holding Company there are no relevant KPIs for JAG UK Topco Limited. KPIs are only relevant to the trading entities within the group.
Sustainability and corporate social responsibility
The Company is fully aware of its environmental, social, and economic responsibilities to its and those of its subsidiaries’ employees, shareholders, customers, suppliers and the wider public and will continue to develop and evolve policies and procedures to ensure these responsibilities are met.


This report was approved by the board and signed on its behalf.



................................................
A Crocker
Secretary

Date: 21 March 2025

Page 2

 
JAG UK TOPCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024

The directors present their report and the financial statements for the year ended 30 June 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under Company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The loss for the year, after taxation, amounted to £95,470 (2023: loss £15,509).

No dividends were paid in the year (2023: £nil).

Directors

The directors who served during the year were:

C Napier (resigned 19 March 2024)
M Clare 
C Jones (appointed 26 March 2024)
M Kennett (resigned 31 October 2023)
D Horridge (resigned 31 October 2023)
 

Qualifying third party indemnity provisions

Director's liability and indemnity insurance was in force throughout the year and prior period to cover the directors and officers of the Company against actions brought against them in their personal capacity. Neither the insurance nor the indemnity provide cover where the individual has acted fraudulently or dishonestly.

Page 3

 
JAG UK TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

On 18 November 2024 the Company’s auditor changed its name from haysmacintyre LLP to HaysMac LLP.
The auditorsHaysMac LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
A Crocker
Secretary

Date: 21 March 2025

Page 4

 
JAG UK TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JAG UK TOPCO LIMITED
 

Opinion


We have audited the financial statements of JAG UK Topco Limited (the 'Company') for the year ended 30 June 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 30 June 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 5

 
JAG UK TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JAG UK TOPCO LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
JAG UK TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JAG UK TOPCO LIMITED (CONTINUED)


Auditors' 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 Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to regulatory requirements for the business and trade regulations, and we have considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, income tax, payroll tax and sales tax.

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:

inspecting correspondence with regulators and tax authorities;
discussion with management including consideration of known or suspected instances of non-compliance
with laws and regulations and fraud;
evaluating management's controls designed to prevent and detect irregularities;
identifying and testing journals, in particular journal entries posted with unusual account combinations; postings by unusual users or with unusual descriptions; and
challenging assumptions and judgements made by management in their critical accounting estimates.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 7

 
JAG UK TOPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JAG UK TOPCO LIMITED (CONTINUED)


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 2006Our 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 Auditors' 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.





Michael Crowson (Senior Statutory Auditor)
for and on behalf of
HaysMac LLP
Statutory Auditors
10 Queen Street Place
London
EC4R 1AG

24 March 2025
Page 8

 
JAG UK TOPCO LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
Note
£
£

Administrative expenses
  
(95,470)
(15,524)

Operating loss
  
(95,470)
(15,524)

Interest receivable and similar income
 6 
-
15

Loss before tax
  
(95,470)
(15,509)

Tax on loss
 7 
-
-

Loss for the financial year
  
(95,470)
(15,509)

There was no other comprehensive income for 2024 (2023: £nil).

The notes on pages 12 to 20 form part of these financial statements.

Page 9

 
JAG UK TOPCO LIMITED
REGISTERED NUMBER: 12201001

STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 8 
1
1

Current assets
  

Debtors
 9 
6,864,694
3,469,810

Cash at bank and in hand
  
201,391
148

  
7,066,085
3,469,958

Creditors: amounts falling due within one year
 10 
(4,145,596)
(453,999)

Net current assets
  
 
 
2,920,489
 
 
3,015,959

Net assets
  
2,920,490
3,015,960


Capital and reserves
  

Called up share capital 
 11 
3,206,155
3,206,155

Profit and loss account
 12 
(285,665)
(190,195)

  
2,920,490
3,015,960


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
M Clare
Director

Date: 21 March 2025

The notes on pages 12 to 20 form part of these financial statements.

Page 10

 
JAG UK TOPCO LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 July 2022
2,600,441
(174,686)
2,425,755



Loss for the year
-
(15,509)
(15,509)

Shares issued during the year
605,714
-
605,714



At 1 July 2023
3,206,155
(190,195)
3,015,960



Loss for the year
-
(95,470)
(95,470)


At 30 June 2024
3,206,155
(285,665)
2,920,490


The notes on pages 12 to 20 form part of these financial statements.

Page 11

 
JAG UK TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.


General information

JAG UK Topco Limited is a private company, limited by shares, and incorporated in England and Wales. The Company's registered number is 12201001 and registered office address is 5a Millars Brook Business Park, Molly Millars Lane, Wokingham, England, RG41 2AD.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Panther Topco Pty Ltd  as at 30 June 2024 and these financial statements may be obtained from 126-130 Phillip Street, Sydney, New South Wales, Australia.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

 
2.4

Going concern

The financial statements have been prepared on a going concern basis. The directors have considered relevant information, including the annual budget, forecast future cash flows and the impact of subsequent events in making their assessment. The going concern of the entity is linked to the going concern of the trading entities Junior Adventures Group UK Ltd, Pioneer Childcare Limited, and Dawn Until Dusk Ltd. Management have assessed each of the trading entities as a going concern, so have prepared the holding company accounts also on a going concern basis. 
Based on these assessments and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the directors' report and accounts.

Page 12

 
JAG UK TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.8

Debtors

Short-term debtors are measured at transaction price, less any impairment.

 
2.9

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

 
2.10

Creditors

Short-term creditors are measured at the transaction price.

Page 13

 
JAG UK TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

  
2.11

Provisions

Piovisions are made where an event has taken place that gives the Company a legal or constructiv   obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Profit and loss account in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties
.
When payments are eventually made, they are charged to.the provision carried in the Balance sheet.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, which are described above, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.


4.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
5,720
5,200


5.


Employees

The average monthly number of employees, including the directors, during the year was 4 (2023: 4).

Page 14

 
JAG UK TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

6.


Interest receivable

2024
2023
£
£


Other interest receivable
-
15

Page 15

 
JAG UK TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

7.


Taxation


2024
2023
£
£


Current tax on loss for the year
-
-

Total current tax
-
-

Deferred tax

Total deferred tax
-
-

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25% (2023: 20.5%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(95,470)
(15,509)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 20.5%)
(23,868)
(3,179)

Effects of:


Deferred tax not provided
5,758
132

Expenses not deductible for tax purposes
516
3,047

Effects of group relief / other reliefs
17,594
-

Total tax charge for the year
-
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 16

 
JAG UK TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

8.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 1 July 2023
1



At 30 June 2024
1

Page 17

 
JAG UK TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

JAG UK Midco Limited
5a Millars Brook Business Park, Molly Millars Lane, Wokingham, England, RG41 2AD.
Ordinary
100%
JAG UK Holdco Limited (indirect)
5a Millars Brook Business Park, Molly Millars Lane, Wokingham, England, RG41 2AD.
Ordinary
100%
JAG UK Bidco Limited (indirect)
5a Millars Brook Business Park, Molly Millars Lane, Wokingham, England, RG41 2AD.
Ordinary
100%
Sherpa Kids England Ltd (indirect)
5a Millars Brook Business Park, Molly Millars Lane, Wokingham, England, RG41 2AD.
Ordinary
100%
Junior Adventures Group UK Ltd (indirect)
5a Millars Brook Business Park, Molly Millars Lane, Wokingham, England, RG41 2AD.
Ordinary
100%
Fit for Sport Limited (indirect)
5a Millars Brook Business Park, Molly Millars Lane, Wokingham, England, RG41 2AD.
Ordinary
100%
Energy Kidz Ltd (indirect)
5a Millars Brook Business Park, Molly Millars Lane, Wokingham, England, RG41 2AD.
Ordinary
100%
Pioneer Childcare Limited
2 Delaware Road, Haywards Heath, England, RH16 3UX
Ordinary
100%
Dawn Until Dusk Ltd
4 Warren Court, Lodge Farm Sandy Lane, Chicksands, Shefford, Bedfordshire, United Kingdom, SG17 5QB
Ordinary
100%


9.


Debtors

2024
2023
£
£
Page 18

 
JAG UK TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

9.Debtors (continued)


Amounts owed by group undertakings
6,864,694
3,462,787

Corporation tax receivable
-
7,023

6,864,694
3,469,810


Current amounts owed to group undertakings are interest free, and payable on demand.


10.


Creditors: amounts falling due within one year

2024
2023
£
£

Trade creditors
15,997
-

Amounts owed to group undertakings
4,129,599
453,999

4,145,596
453,999


Amounts owed to group undertakings are interest free, and payable on demand.


11.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



2,797,342 (2023: 2,797,342) ordinary A shares of £1.00 each
2,797,342
2,797,342
278,142 (2023: 278,142) ordinary B shares of £1.00 each
278,142
278,142
130,671 (2023: 130,671) ordinary C shares of £1.00 each
130,671
130,671

3,206,155

3,206,155



12.


Reserves

Profit and loss account

Includes accumulated profits and losses less any dividends paid.

Page 19

 
JAG UK TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

13.


Controlling party

The Company's immediate parent company is Junior Adventures Pty Ltd, a company incorporated in Australia.
The smallest group in which the results of the Company are consolidated is that headed by the Company. The consolidated accounts can be obtained from Companies House.
The largest group in which the results of the Company are consolidated is that headed by Panther Topco Pty Ltd, a company incorporated in Australia. Panther Topco Pty Ltd is the Company's ultimate parent company. The consolidated financial statements can be obtained from its registered office address, which is 126-130 Phillip Street, Sydney, New South Wales, Australia.
The directors confirm there to be no single ultimate controlling party.

Page 20