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Registered number: 13499321
















PAPILLON TOPCO LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024


































img4486.png


PAPILLON TOPCO LIMITED

 
COMPANY INFORMATION


DIRECTORS
G Dodd 
N Naidu (resigned 22 December 2024)
C Parke 
J Parke (resigned 2 January 2024)
E Thorne (resigned 23 January 2025)
Bridges Fund Management Ltd 
H Jones (appointed 23 January 2025)
M Race (appointed 22 February 2024)




REGISTERED NUMBER
13499321



REGISTERED OFFICE
Milton Gate
60 Chiswell Street

London

United Kingdom

EC1Y 4AG




INDEPENDENT AUDITORS
Bishop Fleming LLP
Chartered Accountants & Statutory Auditors

10 Temple Back

Bristol

BS1 6FL






PAPILLON TOPCO LIMITED


CONTENTS



Page
Group strategic report
 
1 - 3
Directors' report
 
4 - 5
Directors' responsibilities statement
 
6
Independent auditors' report
 
7 - 10
Consolidated income statement
 
11
Consolidated statement of comprehensive income
 
12
Consolidated statement of financial position
 
13
Company statement of financial position
 
14
Consolidated statement of changes in equity
 
15
Company statement of changes in equity
 
16
Consolidated statement of cash flows
 
17
Consolidated analysis of net debt
 
18
Notes to the financial statements
 
19 - 36



PAPILLON TOPCO LIMITED

 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

INTRODUCTION
 
Papillon Topco Group, trading as Talking Talent, provides specialist coaching services supporting companies and individuals to fully meet their potential. Our focus is on helping organisations to achieve success through harnessing the potential of all of their talent pool. Our mission is to empower individuals and organisations to achieve their full potential through innovative coaching led programs. 

STRATEGIC OBJECTIVES
 
Our strategic objectives for year ended 30 September 2024 and ongoing were/are as below:

Retaining our existing client base, growing existing client relationships and attracting significant new logos to drive future growth.
 
Accelerating performance in our growth team with a refocused marketing and sales strategy and new team members in place to lead execution.
 
Continued development of our product suite and service offering to ensure we retain and expand our reputation as a science backed, innovative coaching organisation with proven impact.
 
Attracting and retaining key talent and fostering a high inclusive, high-performance culture to ensure we continue to get the best out of our greatest asset – our people.
 
Improving our operational efficiency and streamlining the client experience so that we are focused on the work that truly makes a difference.  
 
Looking for specific and targeted M&A opportunities to complement organic growth

Page 1


PAPILLON TOPCO LIMITED


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

BUSINESS REVIEW
 
Papillon Topco Limited, Papillon Bidco Limited, and Talking Talent Holdings Limited act as holding companies of the Group with the trading entities being Talking Talent Limited and its’ subsidiaries.
 
During our past financial year, the business continued to face some challenges, caused by an ongoing picture of political and economic uncertainty. As a result of these headwinds the business contracted, achieving global revenues of £7.2m compared with £8.2m for the prior year. We continued to have excellent client retention with most of the revenue contraction resulting from delayed project delivery, caused by client reorganisations and realignment. 
The lower revenue has resulted in a lower gross profit performance than in the 2023 financial year. An internal restructuring exercise was undertaken in the year facilitate improved client focus and delivery. This exercise reduced the ongoing run-rate of overheads but did mean that the business incurred significant one-off costs. We continued to invest in excellent client delivery and driving future growth and over the course of the year brought in new talent across the business.
The underlying business remains cash generative although there was a reduction in the cash balance over the year of £0.5m, reflecting the restructuring cost incurred. 
Their remains an incredibly significant market opportunity for our services and consequently the Directors and senior management are confident of continued business success and a return to growth in FY2025. 

GOING CONCERN
These financial statements have been on a going concern basis. The Directors have considered the company's current financial position, future cash flow projections, and other relevant factors.
The company has a strong financial position along with significant cash reserves to meet its current obligations. The company has a strong portfolio of loyal customers and is well positioned to grow over the coming months and years. Talking Talent has a track record of generating strong gross margins that translate into good EBITDA performance. Coupled with the above we have a robust system of controls in place to ensure the accuracy of financial information along with the management and mitigation of risks.
The Directors are assured that the company is a going concern and will continue to operate for the foreseeable future.

Page 2


PAPILLON TOPCO LIMITED


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

PRINCIPAL RISKS
 
We recognise that there are challenges and uncertainties in the business environment and so have a risk management process in place. The principal risks faced by the business are:
Market Risk
Macroeconomic uncertainty – the current global economic environment remains uncertain and could lead to an economic downturn or recession. This risk is mitigated by having a diverse, blue chip client base, and continuing to focus on offering services to clients that have a demonstrable return on investment. 

Liquidity Risk
Liquidity risk – We have rigorous processes around short-term working capital management including timely billing, debt chasing and collection and forward-looking cash forecasting.

Currency Risk
The Group is exposed to currency fluctuations between Great British Pounds and United States Dollars. This risk is mitigated as far as possible by the matching of operational costs to the same currency as revenue earned.

Operational Risk
Accelerated growth – the business has ambitious growth plans that if not managed correctly could put strain on the company and impinge on the quality of delivery to clients. We have recruited into additional key senior positions to ensure that there is sufficient bandwidth and resource.
Quality standards – Our reputation has been built on quality and innovation. The Executive team and the Board are fully focused in this area and will ensure that the business remains at the forefront of content development and the delivery of high-quality coaching led client delivery.
People retention – There is currently very high demand and competition in the employment market.  The adoption of a hybrid working policy has given the business access to a much wider talent pool. 
Cyber-attack / data loss – A loss of systems or data for an extended period could have a significant adverse effect on our ability to deliver for clients. This risk is mitigated by a technical business infrastructure with a secure by design approach.
 

KEY PERFORMANCE INDICATORS
 
The business uses a number of financial and non-financial Key Performance Indicators (KPIs) to understand past performance, predict future performance and make key business decisions. 
As a growth business we have a focus on our marketing and sales KPIs, these include leads generated, opportunity pipeline value, contract win percentages and long-term client value. 
Our financial measures include revenue growth, gross margins, overhead levels, underlying cost run rates, EBITDA. We monitor our cash flow very carefully and have high levels of cash conversion.
 
We have operational KPIs that track coachee referrals, coach utilisation, chargeability, and monitor quality through client feedback. In addition, we measure employee satisfaction and levels of staff turnover.


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



M Race
Director

Date: 25 June 2025

Page 3


PAPILLON TOPCO LIMITED

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

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

PRINCIPAL ACTIVITY

The principal activity of the group in the period under review was that of coaching and consultancy services. 

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £4,326,893 (2023: loss £3,447,940).

During the period dividends were declared and paid totalling £nil (2023: £nil).

DIRECTORS

The directors who served during the year were:

G Dodd 
N Naidu (resigned 22 December 2024)
C Parke 
J Parke (resigned 2 January 2024)
E Thorne (resigned 23 January 2025)
Bridges Fund Management Ltd 
M Race (appointed 22 February 2024)

FUTURE DEVELOPMENTS

The Group will continue to develop its service offerings in order to support its strategic growth aspirations.

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 and the Group'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 and the Group's auditors are aware of that information.

POST BALANCE SHEET EVENTS

There have been no significant events affecting the Group since the year end.

AUDITORS

The auditorsBishop Fleming LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 4


PAPILLON TOPCO LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
This report was approved by the board and signed on its behalf.
 






M Race
Director

Date: 25 June 2025

Milton Gate
60 Chiswell Street
London
United Kingdom
EC1Y 4AG

Page 5


PAPILLON TOPCO LIMITED

 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

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

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

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 6


PAPILLON TOPCO LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PAPILLON TOPCO LIMITED
OPINION


We have audited the financial statements of Papillon Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 September 2024, which comprise the Consolidated income statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Analysis of Net Debt, the Consolidated Statement of Changes in Equity, the Company 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 Group's and of the parent Company's affairs as at 30 September 2024 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


BASIS FOR OPINION


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


OTHER INFORMATION


The other information comprises the information included in the Annual Report other than the financial statements and our 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.


Page 7


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

OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
 

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


the information given in the Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


RESPONSIBILITIES OF DIRECTORS
 

As explained more fully in the Directors' responsibilities statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 8


PAPILLON TOPCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PAPILLON 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 Group 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:

We have considered the nature of the industry and sector, control environment, and business performance.
We have considered the results of our enquiries with management, including the Finance Director, about their own identification and assessment of the risks of irregularities within the entity.
We have reviewed the documentation of key processes and controls and performed walkthroughs of transactions to confirm that the systems are operating effectively, in line with documentation.
For any matters identified we have obtained and reviewed the Company’s documentation of their policies and procedures relating to:
°Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; 
°Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and
°The internal controls established to mitigate risks of fraud or non-compliance with laws and regulations.
We have considered the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and potential indicators of fraud.

As a result of these procedures, we have considered the opportunities and incentives that may exist within the organisation for fraud, and incorrect recognition of revenue was identified as the greatest potential area for fraud. 
In common with all audits under ISAs (UK) we are also required to perform specific procedures to respond to the risk of management override.
We have also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, FRS 102 and UK tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate or avoid a material penalty. These included health and safety regulations and employment law.
Our procedures to respond to risks identified included the following:
Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
Enquiring of management in relation to actual and potential litigation claims;
Performing analytical procedures to identify unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
Reviewing correspondence with HMRC; and
In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgments made in making accounting estimates are indicative of potential bias and evaluating the business rationale of significant transactions that are unusual or outside the normal course of business.

 
Page 9


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

We also communicated identified laws and regulations and potential fraud risks to all engagement team members involved in the engagement and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
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.


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.






Ria Burridge FCCA (Senior statutory auditor)
for and on behalf of
Bishop Fleming LLP
Chartered Accountants
Statutory Auditors
10 Temple Back
Bristol
BS1 6FL

26 June 2025
Page 10


PAPILLON TOPCO LIMITED

 
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
7,228,209
8,154,105

Cost of sales
  
(2,407,512)
(2,402,117)

Gross profit
  
4,820,697
5,751,988

Administrative expenses
  
(7,069,978)
(7,282,002)

Operating loss
 5 
(2,249,281)
(1,530,014)

Interest receivable and similar income
 9 
14,421
2,926

Interest payable and similar expenses
 10 
(2,203,646)
(1,990,736)

Loss before tax
  
(4,438,506)
(3,517,824)

Tax on loss
 11 
111,613
69,884

Loss for the financial year
  
(4,326,893)
(3,447,940)

Loss for the year attributable to:
  

Owners of the parent
  
(4,326,893)
(3,447,940)

  
(4,326,893)
(3,447,940)

The notes on pages 19 to 36 form part of these financial statements.

Page 11


PAPILLON TOPCO LIMITED


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
Note
£
£


Loss for the financial year

  

(4,326,893)
(3,447,940)

Other comprehensive income
  


Movement in foreign exchange reserves
  
(36,762)
(29,980)

Total comprehensive income for the year
  
(4,363,655)
(3,477,920)

  

The notes on pages 19 to 36 form part of these financial statements.

Page 12


PAPILLON TOPCO LIMITED
REGISTERED NUMBER:13499321

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
12,606,206
14,238,092

Tangible assets
 13 
21,972
58,163

  
12,628,178
14,296,255

Current assets
  

Debtors: amounts falling due within one year
 15 
1,511,699
1,772,147

Cash at bank and in hand
 16 
1,754,412
2,294,547

  
3,266,111
4,066,694

Creditors: amounts falling due within one year
 17 
(2,573,613)
(2,882,264)

Net current assets
  
 
 
692,498
 
 
1,184,430

Total assets less current liabilities
  
13,320,676
15,480,685

Creditors: amounts falling due after more than one year
 18 
(23,370,589)
(21,166,943)

Provisions for liabilities
  

Deferred taxation
 20 
(721)
(721)

  
 
 
(721)
 
 
(721)

Net liabilities
  
(10,050,634)
(5,686,979)


Capital and reserves
  

Called up share capital 
 21 
10
10

Share premium account
 22 
7,491
7,491

Foreign exchange reserve
 22 
(12,335)
24,427

Profit and loss account
 22 
(10,045,800)
(5,718,907)

Equity attributable to owners of the parent Company
  
(10,050,634)
(5,686,979)

  
(10,050,634)
(5,686,979)


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

M Race
Director

Date: 25 June 2025

The notes on pages 19 to 36 form part of these financial statements.

Page 13


PAPILLON TOPCO LIMITED
REGISTERED NUMBER:13499321

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 14 
1
1

  
1
1

Current assets
  

Debtors: amounts falling due within one year
 15 
162,618
100,155

  
162,618
100,155

Creditors: amounts falling due within one year
 17 
(428,049)
(252,768)

Net current liabilities
  
 
 
(265,431)
 
 
(152,613)

Total assets less current liabilities
  
(265,430)
(152,612)

  

  

Net liabilities
  
(265,430)
(152,612)


Capital and reserves
  

Called up share capital 
 21 
10
10

Share premium account
 22 
7,491
7,491

Profit and loss account brought forward
  
(160,113)
(57,686)

Loss for the year
  
(112,818)
(102,427)

Profit and loss account carried forward
  
(272,931)
(160,113)

  
(265,430)
(152,612)


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





M Race
Director

Date: 25 June 2025

The notes on pages 19 to 36 form part of these financial statements.

Page 14


PAPILLON TOPCO LIMITED


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024


Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 October 2023
10
7,491
24,427
(5,718,907)
(5,686,979)



Loss for the year
-
-
-
(4,326,893)
(4,326,893)

Foreign exchange reserves movement
-
-
(36,762)
-
(36,762)


At 30 September 2024
10
7,491
(12,335)
(10,045,800)
(10,050,634)


The notes on pages 19 to 36 form part of these financial statements.


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023


Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 October 2022
9
2,242
54,407
(2,270,967)
(2,214,309)



Loss for the year
-
-
-
(3,447,940)
(3,447,940)

Foreign exchange reserves movement
-
-
(29,980)
-
(29,980)

Shares issued during the year
1
5,249
-
-
5,250


At 30 September 2023
10
7,491
24,427
(5,718,907)
(5,686,979)


The notes on pages 19 to 36 form part of these financial statements.

Page 15


PAPILLON TOPCO LIMITED


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 October 2023
10
7,491
(160,113)
(152,612)



Loss for the year
-
-
(112,818)
(112,818)


At 30 September 2024
10
7,491
(272,931)
(265,430)


The notes on pages 19 to 36 form part of these financial statements.


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 October 2022
9
2,242
(57,686)
(55,435)



Loss for the year
-
-
(102,427)
(102,427)

Shares issued during the year
1
5,249
-
5,250


At 30 September 2023
10
7,491
(160,113)
(152,612)


The notes on pages 19 to 36 form part of these financial statements.

Page 16


PAPILLON TOPCO LIMITED


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(4,326,893)
(3,447,940)

Adjustments for:

Amortisation of intangible assets
1,804,801
1,779,762

Depreciation of tangible assets
17,114
23,076

Foreign exchange on consolidation
(36,762)
(29,980)

Interest paid
2,203,646
1,990,735

Interest received
(14,421)
(2,926)

Taxation charge
(111,613)
(69,884)

Decrease in debtors
445,875
494,563

(Decrease) in creditors
(286,053)
(418,167)

Corporation tax (paid)
(96,412)
(109,393)

Net cash generated from operating activities

(400,718)
209,846


Cash flows from investing activities

Purchase of intangible assets
(172,915)
-

Purchase of tangible fixed assets
(1,895)
(14,568)

Sale of tangible fixed assets
20,972
-

Interest received
14,421
2,926

Net cash from investing activities

(139,417)
(11,642)

Cash flows from financing activities

Issue of ordinary shares
-
5,250

Payment of deferred consideration
-
(436,056)

Net cash used in financing activities
-
(430,806)

Net (decrease) in cash and cash equivalents
(540,135)
(232,602)

Cash and cash equivalents at beginning of year
2,294,547
2,527,149

Cash and cash equivalents at the end of year
1,754,412
2,294,547


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,754,412
2,294,547

1,754,412
2,294,547


The notes on pages 19 to 36 form part of these financial statements.

Page 17


PAPILLON TOPCO LIMITED


CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 SEPTEMBER 2024




At 1 October 2023
Cash flows
At 30 September 2024
£

£

£

Cash at bank and in hand

2,294,547

(540,135)

1,754,412

Other loans

(21,166,943)

(2,203,646)

(23,370,589)

Debt due within 1 year

(24,972)

(5,271)

(30,243)



(18,897,368)
(2,749,052)
(21,646,420)

The notes on pages 19 to 36 form part of these financial statements.

Page 18


PAPILLON TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

1.


GENERAL INFORMATION

Papillon Topco Limited (the "Company") is a private company limited by shares, incorporated in England and Wales. Along with its subsidiaries (the "Group") for the Talking Talent Group. The registered office is Milton Gate 60 Chiswell Street, London, United Kingdom, EC1Y 4AG.

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 Company and Group management to exercise judgment in applying the Company and Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Income statement in these financial statements.

The following principal accounting policies have been applied:

 
2.2

BASIS OF CONSOLIDATION

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated income statement from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

GOING CONCERN

The directors have assessed the Statement of Financial Position and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. 
The Group's forecasts and projections show that the company should be able to operate within the level of its current facilities. The trading subsidiaries are forecast to continue on a trajectory of growth for at least 12 months from the signing of these financial statements and when assessing the position of the Group it is these entities that are paramount to the directors assessment.
Therefore, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Page 19


PAPILLON TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.ACCOUNTING POLICIES (continued)

 
2.4

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated income statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

REVENUE

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 20


PAPILLON TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.ACCOUNTING POLICIES (continued)

 
2.6

OPERATING LEASES: THE GROUP AS LESSEE

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

RESEARCH AND DEVELOPMENT

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

INTEREST INCOME

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

 
2.9

FINANCE COSTS

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.11

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

Page 21


PAPILLON TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.ACCOUNTING POLICIES (continued)

 
2.12

CURRENT AND DEFERRED TAXATION

The tax expense for the year comprises current and deferred tax. 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 and the Group operate and generate 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.


 
2.13

INTANGIBLE ASSETS

GOODWILL

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated income statement over its useful economic life.

OTHER INTANGIBLE ASSETS

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.14

TANGIBLE FIXED ASSETS

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 22


PAPILLON TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.ACCOUNTING POLICIES (continued)


2.14
TANGIBLE FIXED ASSETS (CONTINUED)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the following bases:.


Motor vehicles
-
25%
Reducing balance
Fixtures, fittings & equipment
-
20%
Straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.15

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated income statement for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.16

DEBTORS

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.17

CASH AND CASH EQUIVALENTS

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.18

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 23


PAPILLON TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.ACCOUNTING POLICIES (continued)

 
2.19

PROVISIONS FOR LIABILITIES

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.20

FINANCIAL INSTRUMENTS

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Statement of financial position when the Group 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic 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 Group after the deduction of all its liabilities.
Page 24


PAPILLON TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.ACCOUNTING POLICIES (continued)


2.20
FINANCIAL INSTRUMENTS (CONTINUED)


Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 25


PAPILLON TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

3.



JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Preparation of the financial statements requires management to make significant judgments and estimates. The items in the financial statements where these judgments and estimates have been made include:
Impairment of Debtors
The Company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the ageing profile of debtors and historical experience. 
Useful Economic Lives of Tangible Fixed Assets 
The annual depreciation charges for tangible fixed assets are sensitive to changes in the useful economic lives and residual values of the assets. The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Accrued and deferred income
Income is recognised when the delivery of coaching sessions has occurred, regardless of the billing profile, for services provided on a point in time basis. For income provided on a long term contract basis a stage of completion method is applied for which management must assess the stage of completion of the contract.
Carrying amount of fixed asset investments
Annually, the Company considers whether fixed asset investments are impaired. Where an indication of impairment is identified an impairment is made.
There are no other significant judgments applied in the preparation of these financial statements.


4.


TURNOVER

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Sales
7,228,209
8,154,105

7,228,209
8,154,105


2024
2023
£
£

United Kingdom
3,617,775
4,367,088

Rest of Europe
419,676
242,377

Rest of the world
3,190,758
3,544,640

7,228,209
8,154,105


Page 26


PAPILLON TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

5.


OPERATING LOSS

The operating loss is stated after charging:

2024
2023
£
£

Exchange differences
50,267
139,274

Other operating lease rentals
12,906
27,701

Depreciation
17,114
23,077

Amortisation
1,804,801
1,779,762


6.


AUDITORS' REMUNERATION

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


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
40,500
39,400


7.


EMPLOYEES

Staff costs, including directors' remuneration, were as follows:


2024
2023
£
£



Wages and salaries
4,906,954
4,916,529

Social security costs
477,980
474,703

Cost of defined contribution scheme
145,824
154,862

5,530,758
5,546,094

The average monthly number of employees, including the directors, during the period was a follows:


2024
2023
No.
No.



Total
70
80

Page 27


PAPILLON TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

8.


DIRECTORS' REMUNERATION

2024
2023
£
£

Directors' emoluments
290,983
419,512

Group contributions to defined contribution pension schemes
19,112
16,602

310,095
436,114


During the year retirement benefits were accruing to directors of £483  (2023: £957) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £161,991 (2023: £196,033).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £6,750 (2023: £9,539).


9.


INTEREST RECEIVABLE

2024
2023
£
£


Other interest receivable
14,421
2,926

14,421
2,926


10.


INTEREST PAYABLE AND SIMILAR EXPENSES

2024
2023
£
£


Other loan interest payable
2,203,646
1,990,736

2,203,646
1,990,736

Page 28


PAPILLON TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

11.


TAXATION


2024
2023
£
£

CORPORATION TAX


Current tax on profits for the year
(111,613)
(65,117)


(111,613)
(65,117)


TOTAL CURRENT TAX
(111,613)
(65,117)

DEFERRED TAX


Fixed asset timing differences
-
(1,812)

Short term timing differences
-
(2,955)

TOTAL DEFERRED TAX
-
(4,767)


TAXATION ON LOSS ON ORDINARY ACTIVITIES
(111,613)
(69,884)

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: 22.01%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(4,438,506)
(3,517,824)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 22.01%)
(1,109,627)
(774,273)

EFFECTS OF:


Non-tax deductible amortisation of goodwill and impairment
444,941
391,726

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
440,036
278,204

Remeasurement of deferred tax for changes in tax rates
-
(5,333)

Movement in deferred tax not recognised
113,037
39,792

TOTAL TAX CHARGE FOR THE YEAR
(111,613)
(69,884)


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There were no factors that may affect future tax charges.



Page 29


PAPILLON TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

12.


INTANGIBLE ASSETS

Group and Company





Computer software
Goodwill
Total

£
£
£



COST


At 1 October 2023
-
17,797,616
17,797,616


Additions
172,779
-
172,779


Additions - internal
136
-
136



At 30 September 2024

172,915
17,797,616
17,970,531



AMORTISATION


At 1 October 2023
-
3,559,524
3,559,524


Charge for the year on owned assets
25,039
1,779,762
1,804,801



At 30 September 2024

25,039
5,339,286
5,364,325



NET BOOK VALUE



At 30 September 2024
147,876
12,458,330
12,606,206



At 30 September 2023
-
14,238,092
14,238,092



Page 30


PAPILLON TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

13.


TANGIBLE FIXED ASSETS

Group






Motor vehicles
Office equipment
Total

£
£
£



COST OR VALUATION


At 1 October 2023
35,924
60,341
96,265


Additions
-
1,895
1,895


Disposals
(35,924)
(20,842)
(56,766)



At 30 September 2024

-
41,394
41,394



DEPRECIATION


At 1 October 2023
15,707
22,395
38,102


Charge for the year on owned assets
1,263
15,851
17,114


Disposals
(16,970)
(18,824)
(35,794)



At 30 September 2024

-
19,422
19,422



NET BOOK VALUE



At 30 September 2024
-
21,972
21,972



At 30 September 2023
20,217
37,946
58,163


14.


FIXED ASSET INVESTMENTS

Company





Investments in subsidiary companies

£



COST OR VALUATION


At 1 October 2023
1



At 30 September 2024
1




Page 31


PAPILLON TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

SUBSIDIARY UNDERTAKINGS


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Papillon Bidco Limited
Milton Gate, 60 Chiswell Street, London, United Kindgom, EC1Y 4AG
Ordinary
100%
Talking Talent Holdings Limited
Milton Gate, 60 Chiswell Street, London, United Kindgom, EC1Y 4AG
Ordinary
100%
Talking Talent Limited
Milton Gate, 60 Chiswell Street, London, United Kindgom, EC1Y 4AG
Ordinary
100%
Talking Talent Holdings Inc
Registered in USA
Ordinary
100%
Talking Talent Inc
Registered in USA
Ordinary
100%
Talking Talent Asia Limited
Registered in Hong Kong
Ordinary
100%


15.


DEBTORS

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
1,172,176
1,399,410
-
-

Amounts owed by group undertakings
-
-
121,633
58,170

Other debtors
212,977
254,938
6,696
5,146

Prepayments and accrued income
123,635
117,799
34,289
36,839

Tax recoverable
2,911
-
-
-

1,511,699
1,772,147
162,618
100,155



16.


CASH AND CASH EQUIVALENTS

Group
Group
2024
2023
£
£

Cash at bank and in hand
1,754,412
2,294,547

1,754,412
2,294,547


Page 32


PAPILLON TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

17.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Trade creditors
177,687
312,115
12,631
13,237

Amounts owed to group undertakings
-
-
394,040
218,754

Corporation tax
5,692
28,290
-
-

Other taxation and social security
185,902
111,777
-
-

Other creditors
31,493
26,481
78
77

Accruals and deferred income
2,172,839
2,403,601
21,300
20,700

2,573,613
2,882,264
428,049
252,768



18.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
Group
2024
2023
£
£

Other loans
23,370,589
21,166,943

23,370,589
21,166,943


Interest on other loans is accruing at a rate of 10% per annum. Interest is payable periodically and upon redemption of the loans. The loans are repayable in full on the earlier of an exit event or on 29 September 2028. The loans are secured by way of a fixed and floating charge over the assets of the Group.

Page 33


PAPILLON TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

19.


LOANS


Analysis of the maturity of loans is given below:


Group
Group
2024
2023
£
£




AMOUNTS FALLING DUE AFTER MORE THAN 5 YEARS

Other loans
23,370,589
21,166,943

23,370,589
21,166,943


Interest on other loans is accruing at a rate of 10% per annum. Interest is payable periodically and upon redemption of the loans. The loans are repayable in full on the earlier of an exit event or on 29 September 2028. The loans are secured by way of a fixed and floating charge over the assets of the Group.

Page 34


PAPILLON TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

20.


DEFERRED TAXATION


Group



2024


£






At beginning of year
(721)



AT END OF YEAR
(721)

Company


2024






AT END OF YEAR
-
The provision for deferred taxation is made up as follows:

Group
Group
2024
2023
£
£

Fixed asset timing differences
(12,759)
(12,759)

Short term timing differences
12,038
12,038

(721)
(721)

Page 35


PAPILLON TOPCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

21.


SHARE CAPITAL

2024
2023
£
£
ALLOTTED, CALLED UP AND FULLY PAID



4,239 (2023: 4,239) Ordinary A shares of £0.001 each
4
4
4,234 (2023: 4,234) Ordinary B shares of £0.001 each
4
4
1,435 (2023: 1,435) Ordinary C shares of £0.001 each
2
2
26 (2023: 26) Ordinary A1 shares of £0.001 each
-
-

10

10



22.


RESERVES

Share premium account

The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Foreign exchange reserve

The foreign exchange reserve is the unrealised cumulative net gains and losses on the translation of the net assets and results of subsidiary undertakings which have a functional currency other than the Pound Sterling and which have non monetary transactions denominated in the foreign currency.

Profit and loss account

Includes all current and prior period retained profits and losses.


23.


PENSION COMMITMENTS

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £145,824 (2023: £154,862). Contributions totalling £11,841 (2023: £15,534) were payable to the fund at the reporting date and are included in creditors. 


24.


RELATED PARTY TRANSACTIONS

The company has taken advantage of the exemption in FRS 102 from the requirement to disclose transactions and balances with group companies.
Transactions with group entities which have been eliminated on consolidation are not disclosed within the financial statements.
There were no related party transactions during the period with the exception of compensation of key management personnel.


25.


CONTROLLING PARTY

The ultimate controlling party is Bridges Fund Management Limited, a company incorporated in England and Wales.
 
Page 36