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Registered number: 03837594
Once Upon a Time Activation Limited
Financial statements
For the Year Ended 30 April 2025
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Once Upon a Time Activation Limited
Company Information
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Suite 70, Lake View Drive
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Hurst Accountants Limited
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Chartered Accountants & Statutory Auditors
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Once Upon a Time Activation Limited
Contents
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Statement of Financial Position
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Notes to the Financial Statements
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Once Upon a Time Activation Limited
Registered number: 03837594
Statement of Financial Position
As at 30 April 2025
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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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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for 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 income and retained earnings 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:
The notes on pages 2 to 11 form part of these financial statements.
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Once Upon a Time Activation Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
Once Upon a Time Activation Limited is a private company limited by share capital, incorporated in England. The address of the registered office is Hockley Way, Nixs Hill Industrial Estate, Alfreton, DE55 7FA. The company's registered number is 03837594.
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 Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.
The following principal accounting policies have been applied:
The directors are required to assess the Company's ability to continue as a going concern up to the date of approval of the financial statements. The directors have decided to wind down the Company's business and assessed that the Company was not a going concern based on conditions at the balance sheet date. The factory was closed on 18 December 2025 and the site occupied by the Company was handed back to the landlord in April 2026.
Therefore, the directors have prepared the financial statements for the year ended 30 April 2025 on a basis other than going concern. This involves measuring assets at recoverable or realisable values, and recognising additional provisions/liabilities.
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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.
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 the Profit and loss account.
Foreign exchange gains and losses are presented in the Profit and loss account within 'administrative expenses'.
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Once Upon a Time Activation Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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.
Specifically, revenue is recognised on despatch of products.
Rendering of services
Revenue from a contract to provide design 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.
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Operating leases: the Company as lessee
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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.
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Leased assets: the Company as lessee
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Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
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Once Upon a Time Activation Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
2.Accounting policies (continued)
Interest income is recognised in profit or loss using the effective interest method.
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.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.
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Current and deferred taxation
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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 operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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Once Upon a Time Activation Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
2.Accounting policies (continued)
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
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.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, as detailed below.
Depreciation is provided on the following basis:
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Fixtures, fittings and equipment
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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.
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Impairment of fixed assets and goodwill
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Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
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 first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each reporting 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.
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Once Upon a Time Activation Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
2.Accounting policies (continued)
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.
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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Provisions for liabilities
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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.
The Company 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 Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.
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.
Discounting is omitted where the effect of discounting is immaterial. The Company'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.
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Once Upon a Time Activation Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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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.
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 Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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The average monthly number of employees, including directors, during the year was 51 (2024 - 66).
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Once Upon a Time Activation Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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Exceptional administrative expenses
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Exceptional costs - company wind down
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The directors have decided to wind down the Company's business and assessed that the Company was not a going concern based on conditions at the balance sheet date. Exceptional costs totalling £816,065 (2024: £nil) have been incurred in writing down assets to recoverable or realisable values, and recognising additional liabilities associated with the business not being a going concern.
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Furniture, fittings and equipment
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Once Upon a Time Activation Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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Raw materials and consumables
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Amounts owed by group undertakings
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Prepayments and accrued income
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Cash and cash equivalents
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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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Obligations under finance lease and hire purchase contracts
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Accruals and deferred income
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Net obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.
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Once Upon a Time Activation Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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Creditors: Amounts falling due after more than one year
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Net obligations under finance leases and hire purchase contracts
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Net obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.
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A charge was registered in July 2021 in favour of Toscafund GP Limited as security trustee for the secured parties (the 'secured agent') in relation to a Facilities Agreement made with the ultimate parent company. The Company is party to a security deed of accession, supplemental to a debenture between the ultimate parent company and the security agent. Under the deed, there is a fixed charge, floating charge (covering all property of the Company) and a negative pledge.
The liability outstanding on the ultimate parent company's debt facility at 30 April 2025 was £19,399,792 (2024: £17,812,410). The immediate parent undertaking, TAUO 2025 Limited (formerly Once Upon a Time London Ltd), entered administration on 17 November 2025 and remains in adminstration at the date of approval of the accounts being signed. The Company's ultimate parent, Once Upon a Time Global Ltd, is in the process of being liquidated.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £32,792 (2024: £33,492). Contributions totalling £9,662 (2024: £14,412) were payable to the fund at balance sheet date.
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Commitments under operating leases
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At 30 April 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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The directors have decided to wind down the Company's business and assessed that the Company was not a going concern based on conditions at the balance sheet date. Onerous costs associated with the Company's lease contracts have been accounted for as liabilities at 30 April 2025 and included within Exceptional costs in the Statement of Income and Retained Earnings.
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Once Upon a Time Activation Limited
Notes to the Financial Statements
For the Year Ended 30 April 2025
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Post balance sheet events
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Subsequent to the year end, the directors decided to wind down the Company's business and assessed that the Company was not a going concern based on conditions at the balance sheet date. Operations effectively ceased in December 2025 when the factory occupied by the Company was closed.
Once Upon a Time Global Ltd is the parent of the smallest group for which consolidated financial statements are drawn up, of which the Company is a member. Once Upon a Time Global Ltd has company number 12329089 and its registered office is 17 Bowling Green Lane, Clerkenwell, London, EC1R 0QH.
The auditors' report on the financial statements for the year ended 30 April 2025 was unqualified.
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In their report, the auditors emphasised the following matter without qualifying their report:
Attention was drawn to note 2.2 in the financial statements, which explains that the directors have assessed that the Company is not a going concern based on conditions at the balance sheet date, and decided to wind down the Company's business. Operations effectively ceased in December 2025 when the factory occupied by the Company was closed.
In forming their opinion on the financial statements, which is not modified, the auditors have considered the adequacy of the disclosure made in note 2.2, which explains that the directors do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements.
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The audit report was signed on 11 July 2026 by Helen Besant-Roberts (Senior Statutory Auditor) on behalf of Hurst Accountants Limited.
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