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Registration number: 09640574



Kapow Primary Limited

Annual Report and Unaudited Financial Statements

for the Year Ended 31 December 2024

 

Kapow Primary Limited

Contents

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3 to 10

 

Kapow Primary Limited

Company Information

Directors

E J Woodman

I Armitage

M McGarvey

Registered office

Staverton Court
Staverton
Cheltenham
Gloucestershire
GL51 0UX

Accountants

Hazlewoods LLP
Staverton Court
Staverton
Cheltenham
Gloucestershire
GL51 0UX

 

Kapow Primary Limited

(Registration number: 09640574)
Balance Sheet as at 31 December 2024

Note

2024
 £

(As restated)
2023
 £

Fixed assets

 

Tangible assets

5

19,146

26,819

Investments

6

80

80

 

19,226

26,899

Current assets

 

Debtors

7

548,007

399,083

Cash at bank and in hand

 

2,712,376

1,676,370

 

3,260,383

2,075,453

Creditors: Amounts falling due within one year

8

(2,942,099)

(2,231,468)

Net current assets/(liabilities)

 

318,284

(156,015)

Net assets/(liabilities)

 

337,510

(129,116)

Capital and reserves

 

Called up share capital

10

3,253

3,253

Share premium reserve

1,214,239

1,214,239

Profit and loss account

(879,982)

(1,346,608)

Total equity

 

337,510

(129,116)

For the financial year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 1 July 2025 and signed on its behalf by:
 


E J Woodman
Director

   
     
 

Kapow Primary Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Staverton Court
Staverton
Cheltenham
Gloucestershire
GL51 0UX
United Kingdom

The principal place of business is:
18 Crucifix Lane
London
SE1 3JW
United Kingdom

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Group accounts not prepared

The company has taken advantage of the exemption in section 398 of the Companies Act 2006 from the requirement to prepare consolidated financial statements, on the grounds that it is a small group..

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Changes in accounting policy

The following have been applied for the first time from 1 January 2024 and have had an effect on the financial statements:

Development costs

During the year the company revised its accounting policy in respect of development costs. Prior to this date all development costs which met the criteria outlined in Financial Reporting Standard 102 were capitalised to intangible assets and amortised to the profit and loss account. However, subsequent to this date all development costs are charged to the profit and loss account as it is incurred, as detailed in note 14 of these financial statements.

In accordance with the requirements of this reporting standard the revised policy has been applied retrospectively and the balance sheets as at 1 January 2023 & 31 December 2023 and the profit and loss account for the year ended 31 December 2023 have been restated in respect of this change of accounting policy.

All other accounting policies have been consistently applied.

 

Kapow Primary Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

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

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised 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.
 

Judgements

No significant judgements have been made by management in preparing these financial statements.

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax. The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the company's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the Profit and Loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

Tangible assets

Tangible assets are stated in the Balance Sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Furniture, fittings and equipment

3 years straight line

Goodwill

Goodwill is amortised over its useful life, which shall not exceed five years if a reliable estimate of the useful life cannot be made.

Development costs

Development costs are not capitalised and expenditure is charged against profits in the year in which it is incurred.

 

Kapow Primary Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Trade debtors

Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments.

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.


Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 

Kapow Primary Limited

Notes to the Financial Statements for the Year Ended 31 December 2024


Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 49 (2023 - 45).

 

4

Taxation

There are £2,563,119 of unused tax losses (2023 - £2,423,589) for which no deferred tax asset is recognised in the balance sheet as the recoverability of such an asset is considered uncertain.

 

Kapow Primary Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

 

5

Tangible assets

Furniture, fittings and equipment
 £

Total
£

Cost

At 1 January 2024

62,306

62,306

Additions

9,753

9,753

At 31 December 2024

72,059

72,059

Depreciation

At 1 January 2024

35,487

35,487

Charge for the year

17,426

17,426

At 31 December 2024

52,913

52,913

Carrying amount

At 31 December 2024

19,146

19,146

At 31 December 2023

26,819

26,819

 

6

Investments

2024
£

2023
£

Investments in subsidiaries

80

80

Subsidiaries

£

Cost

At 1 January 2024

80

At 31 December 2024

80

Carrying amount

At 31 December 2024

80

At 31 December 2023

80

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Country of incorporation

Entity type

Proportion of voting rights

2024

2023

Subsidiary undertakings

Kapow Elementary LLC

United States of America

LLC

100%

100%

 

Kapow Primary Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

 

7

Debtors

Note

2024
 £

(As restated)
2023
 £

Trade debtors

 

206,204

179,351

Amounts owed by related parties

11

248,789

80,595

Other debtors

 

18,100

99,566

Prepayments and accrued income

 

74,914

39,571

 

548,007

399,083

 

8

Creditors

2024
 £

2023
 £

Due within one year

Trade creditors

92,589

61,748

Social security and other taxes

205,552

167,935

Outstanding defined contribution pension costs

7,752

7,281

Other creditors

626

4,680

Accrued expenses and deferred income

2,635,580

1,989,824

2,942,099

2,231,468

 

Kapow Primary Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

 

9

Financial commitments, guarantees and contingencies

Amounts not provided for in the balance sheet

The total amount of financial commitments not included in the balance sheet is £162,900 (2023 - £Nil). Commitments of £108,600 (2023 - £Nil) are due within one year of the balance sheet date. Commitments of £54,300 (2023 - £Nil) are due within one to two years of the balance sheet date. No security is given on these commitments.

 

10

Share capital

Allotted, called up and fully paid shares

 

2024

2023

 

No.

£

No.

£

Ordinary A shares of £0.01 each

12,903

129.03

12,903

129.03

Ordinary B shares of £0.05 each

4,033

201.65

4,033

201.65

Ordinary C shares of £1 each

2,922

2,922

2,922

2,922

 

19,858

3,252.68

19,858

3,252.68

Share rights
The Ordinary C Shares are entitled to the proportion of assets based on their ownership percentage. The Ordinary A Shares are entitled to 80% of the remaining economic rights and the Ordinary B Shares are entitled to 20% of the remaining economic rights. As at 31 December 2024, Ordinary A Shares carry 68.23% of the economic rights, Ordinary B Shares carry 17.06% of the economic rights and Ordinary C Shares carry 14.71% of the economic rights.

Ordinary A Shares and Ordinary B Shares each represents 50% of the voting rights. Ordinary C Shares carry no voting rights.

 

11

Related party transactions

Summary of transactions with other related parties

During the year, the company was charged monitoring fees of £Nil (2023 - £20,000) from the company's former immediate parent company, ScaleUp Capital Limited. At the balance sheet date, the amount due to ScaleUp Capital Limited was £Nil (2023 - £Nil).

Summary of transactions with parent

The company has taken advantage of the exemption provided by FRS 102 s33.1A whereby disclosures need not be given of transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

 

 

Kapow Primary Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

 

12

Change in accounting policy

During the year the company revised their accounting policy in respect of development expenditure. In accordance with FRS 102 the change in policy has been applied retrospectively, resulting in the following adjustments.

Reconciliation of equity:

Note

At 1 January 2023

At 31 December 2023

£

£

Equity reported under previous accounting policy

224,148

492,260

Adjustments to equity on application of revised accounting policy:

Expensing of expenditure previously recognised as capitalised development expenditure

1

(405,553)

(898,796)

Reversal of previously recognised amortisation of development expenditure

1

126,580

277,420

Total adjustments to equity on application of revised accounting policy

(278,973)

(621,376)

Equity reported after application of revised accounting policy

(54,825)

(129,116)

Reconciliation of profit (loss) for the financial year ended 31 December 2023:

Note

£

As reported under previous accounting policy

(94,216)

Adjustments on transition to revised accounting policy:

Expensing expenditure previously recognised as capitalised development expenditure

1

(493,243)

Reversal of previously recognised amortisation of development expenditure

1

150,840

Total adjustments on application of revised accounting policy

(436,619)

 

12.1

Note 1

During the year the accounting policy in respect of development costs was changed. Prior to this date all development costs which met the criteria outlined in Financial Reporting Standard 102 were capitalised to intangible assets and subsequently amortised through the profit and loss account. However, subsequent to this date all development costs are charged to the profit and loss account as it is incurred.