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Registered number: 13499313
















PAPILLON BIDCO LIMITED




FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 30 SEPTEMBER 2024


































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PAPILLON BIDCO LIMITED
REGISTERED NUMBER:13499313

STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 5 
19,620,974
19,620,974

  
19,620,974
19,620,974

Current assets
  

Debtors: amounts falling due within one year
 6 
1,781,145
1,302,611

  
1,781,145
1,302,611

Creditors: amounts falling due within one year
 7 
(2,524,129)
(1,831,415)

Net current liabilities
  
 
 
(742,984)
 
 
(528,804)

Total assets less current liabilities
  
18,877,990
19,092,170

Creditors: amounts falling due after more than one year
 8 
(23,370,590)
(21,166,944)

  

Net liabilities
  
(4,492,600)
(2,074,774)


Capital and reserves
  

Called up share capital 
 10 
1
1

Foreign exchange reserve
 11 
51,236
51,236

Profit and loss account
 11 
(4,543,837)
(2,126,011)

  
(4,492,600)
(2,074,774)


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

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 2 to 7 form part of these financial statements.

Page 1


PAPILLON BIDCO LIMITED

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

1.


GENERAL INFORMATION

The ultimate parent company of Papillon Bidco Limited is Papillon Topco Limited and its 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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

 
2.2

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 any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

 
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 Company 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 Company'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 wider group it is these entities that are paramount to the directors assessment.
Therefore, the directors have a reasonable expectation that the Company 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 2


PAPILLON BIDCO 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 Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

REVENUE

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 Company 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.

 
2.6

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.

 
2.7

BORROWING COSTS

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

Page 3


PAPILLON BIDCO LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.8

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company 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 Statement of comprehensive income 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.

 
2.9

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.

 
2.10

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.


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.
Carrying amount of fixed asset investments
Annually, the Company considers whether fixed asset investments are impaired. Where and indication of impairment is identified an impairment is made.


4.


EMPLOYEES

The average monthly number of employees, including directors, during the year was 4 (2023: 3).

Page 4


PAPILLON BIDCO LIMITED

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

5.


FIXED ASSET INVESTMENTS





Investments in subsidiary companies

£



COST OR VALUATION


At 1 October 2023
19,620,974



At 30 September 2024
19,620,974





SUBSIDIARY UNDERTAKING


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Talking Talent Holdings Limited
Milton Gate, 60 Chiswell Street, London, United Kindgom, EC1Y 4AG
Ordinary
100%


6.


DEBTORS

2024
2023
£
£


Amounts owed by group undertakings
1,759,263
1,254,987

Other debtors
20,382
46,287

Prepayments and accrued income
1,500
1,337

1,781,145
1,302,611



7.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024
2023
£
£

Trade creditors
3,850
49,871

Amounts owed to group undertakings
2,296,563
1,595,358

Accruals and deferred income
223,716
186,186

2,524,129
1,831,415


Page 5


PAPILLON BIDCO LIMITED

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

8.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024
2023
£
£

Other loans
23,370,590
21,166,944

23,370,590
21,166,944


The aggregate amount of liabilities repayable wholly or in part more than five years after the reporting date is:

2024
2023
£
£


Repayable other than by instalments
23,370,590
21,166,944

23,370,590
21,166,944

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.


9.


LOANS


Analysis of the maturity of loans is given below:


2024
2023
£
£




AMOUNTS FALLING DUE AFTER MORE THAN 5 YEARS

Other loans
23,370,590
21,166,944


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 6


PAPILLON BIDCO LIMITED

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

10.


SHARE CAPITAL

2024
2023
£
£
ALLOTTED, CALLED UP AND FULLY PAID



1 (2023: 1) Ordinary share of £1.00
1
1



11.


RESERVES

Foreign exchange reserve

The foreign exchange reserve is the unrealised cumulative net gains and losses on the translation of non monetary items denominated in a foreign currency.

Profit and loss account

Includes all current and prior period retained profits and losses.


12.


RELATED PARTY TRANSACTIONS

The Company has taken advantage of the exemption under FRS 102 from the requirement to disclose transactions and balances with its parent or with members of the same group that are wholly owned.


13.


CONTROLLING PARTY

The Company's immediate parent, ultimate controlling party and ultimate parent company is Papillon Topco Limited, a company registered in England and Wales. The results of the Company are consolidated in the financial statements of Papillon Topco Limited and may be obtained from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ.


14.


AUDITORS' INFORMATION

The auditors' report on the financial statements for the year ended 30 September 2024 was unqualified.

The audit report was signed on 26 June 2025 by Ria Burridge FCCA (Senior statutory auditor) on behalf of Bishop Fleming LLP.

 
Page 7