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Registered number: 12526384
STARFACE WORLD LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 MARCH 2025
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STARFACE WORLD LIMITED
COMPANY INFORMATION
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Ecovis Wingrave Yeats LLP
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Chartered Accountants & Statutory Auditors
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STARFACE WORLD LIMITED
REGISTERED NUMBER: 12526384
BALANCE SHEET
AS AT 31 MARCH 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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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 profit and loss account 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 3 August 2026.
The notes on pages 2 to 7 form part of these financial statements.
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STARFACE WORLD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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 director has 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 director has reviewed the financial position of the parent company and is satisfied that it has sufficient resources to provide the necessary support. Furthermore, the director has 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 director believes there is no reason to expect this positive trajectory will not continue.
Accordingly, the director considers it appropriate to prepare the financial statements on a going concern basis.
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STARFACE WORLD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 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.
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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 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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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Transactions with group companies
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The Company records intercompany transactions in accordance with the Group's transfer pricing policy. Where required, year-end adjustments are recognised to align the Company's results with the target profitability established under that policy.
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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 director applies 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.
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The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL).
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STARFACE WORLD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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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 £86,515 (2024 - £81,727). Impairment losses totalling £6,822 (2024 - £1,206,231) 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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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 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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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 (2024 - 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, management identified errors in the prior period financial statements relating to the accounting for a PayPal account and a related intercompany balance. The PayPal account, which represents cash funds held on behalf of and controlled by the Company, had not been recognised in the financial statements. In addition, an incorrect journal had been posted to the intercompany account in the prior year. As these matters were connected, the Company has corrected both errors as part of a single prior period restatement. In accordance with FRS 102 paragraph 10.21, the comparative figures have been restated to correct these prior period errors. As a result, cash at bank and in hand at 1 April 2024 increased by £300,118, other debtors decreased by £53,095 and amounts due to group undertakings increased by £247,023. The correction has no impact on the profit or loss for any period.
During the year, a review of historical VAT balances following a reassessment of the Company's UK VAT treatment identified that input VAT had been incorrectly recovered in prior periods. As a result, VAT payable to HM Revenue & Customs increased by £245,282 and amounts recoverable from suppliers through VAT credit notes increased by £245,282. The net effect of these corrections was nil impact on retained earnings at the end of the comparative period.
Comparative figures have been restated accordingly
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STARFACE WORLD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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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During the year, the Group implemented a revised transfer pricing policy applicable to the Company's transactions with fellow group undertakings. Under the previous policy, the Company was charged intercompany fees based primarily on a percentage of sales together with a markup on certain purchases. Following a review of the Group's transfer pricing arrangements, the policy was amended such that the Company's profitability is aligned to a target operating profit margin of 3%. The Company operates principally as a distributor of Group products within the UK market and relies on fellow group undertakings for strategic management, operational support, supply chain management, brand development and other centralised functions. The revised transfer pricing methodology more closely reflects the Company's functional profile, including its reliance on fellow group undertakings for strategic management, operational support and other centralised functions.
As a result of this change, the presentation of intercompany charges and the Company's gross profit and operating expense profile are not directly comparable to the prior year, although the underlying nature of the Company's operations has remained substantially unchanged. The change in methodology resulted in a greater proportion of intercompany charges being reflected within cost of sales in the current year.
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 director of the Company received no remuneration for their services to the Company during the year (prior year: £Nil). The director is 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 2025 was unqualified.
The audit report was signed on 3 August 2026 by Jessica Teague (Senior Statutory Auditor) on behalf of Ecovis Wingrave Yeats LLP.
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