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Registered number: 12526384
STARFACE WORLD LTD
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 MARCH 2024
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STARFACE WORLD LTD
COMPANY INFORMATION
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Ecovis Wingrave Yeats LLP
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Chartered Accountants & Statutory Auditors
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STARFACE WORLD LTD
REGISTERED NUMBER: 12526384
BALANCE SHEET
AS AT 31 MARCH 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current assets/(liabilities)
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Total assets less current liabilities
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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 on 17 June 2026.
The notes on pages 2 to 7 form part of these financial statements.
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STARFACE WORLD LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Starface World Limited is a private company, limited by shares, incorporated in England and Wales. registration number 12526384. The registered office is 1 Bow Churchyard, London, United Kingdom, EC4M 9DQ.
2.Accounting policies
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Basis of preparation of financial statements
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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:
The financial statements have been prepared on a going concern basis. The directors have considered the Group’s ability to continue as a going concern for a period of at least 12 months from the date of approval of these financial statements.
The UK company is in the early stages of its development and is currently focused on revenue growth. It is operationally, financially, and strategically dependent on its US-based parent company, which provides key supply chain support and funding.
The US parent company has provided a formal letter of support confirming its intention and ability to continue to provide financial assistance to the UK company for at least 12 months from the expected date of approval of these financial statements. The directors have reviewed the financial position of the parent company and are satisfied that it has sufficient resources to provide the necessary support. Furthermore, the directors have no concerns regarding the ongoing operational support provided by the parent.
The group is currently in a growth phase and has demonstrated success in increasing revenues and expanding its business activities. The directors believe there is no reason to expect this positive trajectory will not continue.
Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis.
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STARFACE WORLD LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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Foreign currency translation
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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.
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.
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 balance sheet date in the countries where the Company operates and generates income.
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STARFACE WORLD LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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.
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Cash and cash equivalents
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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.
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.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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Stock provision
The company holds stock consisting primarily of finished goods for resale. A provision is made against stock where the net realisable value is estimated to be lower than cost, due to factors such as obsolescence, damage, or slow-moving stock. The directors apply judgement in assessing the level of provision required, taking into account historical sales trends, current market conditions, and the nature and age of the inventory.
Deferred tax asset
At the balance sheet date, the company had accumulated tax losses available for carry forward against future taxable profits. However, no deferred tax asset has been recognised in respect of these losses due to the uncertainty over the timing and availability of future taxable profits against which the losses could be utilised.
This judgement reflects the directors’ assessment of the company’s current trading performance, future forecasts, and the inherent uncertainty in predicting the timing of future profitability.
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STARFACE WORLD LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL).
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Finished goods and goods for resale
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The carrying value of stocks are stated net of impairment losses totalling £81,727 (2023 - £Nil). Impairment losses totalling £1,206,231 (2023 - £111,350) were recognised in profit and loss.
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Amounts owed by group undertakings
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Called up share capital not paid
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Prepayments and accrued income
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Amounts owed by group undertakings are interest free, unsecured and repayable on demand.
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Cash and cash equivalents
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STARFACE WORLD LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are interest free, unsecured and repayable on demand.
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Allotted, called up and fully paid
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1 (2023 - 1) Ordinary share of £1.00
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During the year, errors were identified in the prior year financial statements. These errors have been corrected retrospectively by restating the comparative amounts and, where applicable, adjusting opening reserves.
Firstly, certain balances previously included within trade creditors were identified as amounts due to the Company’s parent undertaking rather than third-party suppliers. Consequently, amounts due to group undertakings increased by £296,660, with a corresponding reduction in trade creditors. This reclassification had no impact on profit or net assets.
In addition, a review of VAT balances identified errors relating to the prior year accounting for VAT. As a result, VAT payable to HM Revenue & Customs increased by £101,932, amounts recoverable from the parent undertaking increased by £135,828, and expenses decreased by £34,214. Late payment interest of £318 was recognised in respect of the corrected VAT liabilities. The net effect of these corrections was an increase in retained earnings at the end of the comparative period.
Comparative figures have been restated accordingly.
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STARFACE WORLD LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
The company has granted a fixed and floating charge over its assets, including UK and international trademarks, in favour of Lago Innovation Fund Iii, Llc. The floating charge covers all property and undertakings of the company and includes a negative pledge restricting further security without lender consent.
Subsequent to the year end, the parent company refinanced its borrowings under a new facility, in respect of which the UK entity is a guarantor.
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Related party transactions
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The Company has taken the exemption under FRS 102 section 33 Related Party Disclosures paragraph 33.1A, whereby the Company is not required to disclose transactions with other wholly owned subsidiaries or companies in a group that are wholly owned.
The directors of the company received no remuneration for their services to the company during the year (prior year: £Nil). The directors are remunerated by the company’s parent undertaking,Starface World Inc, for their services to the group as a whole.
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The company is a subsidiary undertaking and is included in the consolidated financial statements of its immediate parent undertaking, Starface World Inc, a company incorporated in the United states of America. The registered office is 447 Broadway, 2nd Floor, Suite 171, New York, NY 10013, United States. The consolidated financial statements of the parent undertaking are not publicly available.
The auditors' report on the financial statements for the year ended 31 March 2024 was qualified.
The qualification in the audit report was as follows:
We were appointed as auditors of the Company after 31 March 2023 and therefore did not attend the physical inventory count at the prior year end or opening balance date. We were unable to obtain sufficient appropriate audit evidence, by alternative procedures, regarding the inventory quantities included in the prior year balance sheet at £1,503,228.
While we attended the inventory count at the current year end, we were unable to verify the opening inventory balances and, accordingly, could not determine whether any adjustment to inventory, cost of sales or retained earnings was necessary.
Other matter
As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the inventory quantities of £1,503,228 held at 31 March 2023. We have concluded that where the other information refers to the inventory balance or related balances such as cost of sales, it may be materially misstated for the same reason.
The audit report was signed on 17 June 2026 by Jessica Teague (Senior Statutory Auditor) on behalf of Ecovis Wingrave Yeats LLP.
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