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Registration number: 09640574

Prepared for the registrar

Kapow Primary Limited

Annual Report and Unaudited Financial Statements

for the Year Ended 31 December 2025

 

Kapow Primary Limited

Contents

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3 to 9

 

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 2025

Note

2025
 £

2024
 £

Fixed assets

 

Tangible assets

5

25,312

19,146

Investments

6

80

80

 

25,392

19,226

Current assets

 

Debtors

7

316,909

548,007

Cash at bank and in hand

 

3,273,314

2,712,376

 

3,590,223

3,260,383

Creditors: Amounts falling due within one year

8

(3,241,475)

(2,942,099)

Net current assets

 

348,748

318,284

Net assets

 

374,140

337,510

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

(843,352)

(879,982)

Total equity

 

374,140

337,510

For the financial year ending 31 December 2025 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 and 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 22 September 2026 and signed on its behalf by:
 


I Armitage
Director

   
     
 

Kapow Primary Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

 

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..

 

Kapow Primary Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

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.

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

Revenue arises from the provision of online subscription services. Subscriptions provide customers with access to digital content, lesson materials and related support for a fixed contractual period. Revenue is measured at the fair value of consideration received or receivable, net of value added tax.

Revenue from subscriptions is recognised evenly over the subscription term. This reflects the pattern of delivery of services over time and the continuous access provided. Amounts invoiced in advance of the service period are recorded as deferred income. Revenue is recognised only when it is probable that economic benefits will flow to the company and the amount can be measured reliably.

One off onboarding or set up fees are recognised over the same period as the related subscription because they do not represent a separate performance obligation.
Where the company enters into contracts that include multiple services, the transaction price is allocated to each service based on its relative fair value. Revenue for each element is then recognised when the related service is delivered.

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 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:

 

Kapow Primary Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

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.

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.

 

Kapow Primary Limited

Notes to the Financial Statements for the Year Ended 31 December 2025


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.


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 55 (2024 - 49).

 

4

Taxation

There are £2,286,481 of unused tax losses (2024 - £2,563,119) 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 2025

 

5

Tangible assets

Furniture, fittings and equipment
 £

Total
£

Cost

At 1 January 2025

72,059

72,059

Additions

23,917

23,917

Disposals

(4,452)

(4,452)

At 31 December 2025

91,524

91,524

Depreciation

At 1 January 2025

52,913

52,913

Charge for the year

16,750

16,750

Eliminated on disposal

(3,451)

(3,451)

At 31 December 2025

66,212

66,212

Carrying amount

At 31 December 2025

25,312

25,312

At 31 December 2024

19,146

19,146

 

6

Investments

2025
£

2024
£

Investments in subsidiaries

80

80

Subsidiaries

£

Cost

At 1 January 2025

80

At 31 December 2025

80

Carrying amount

At 31 December 2025

80

At 31 December 2024

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

2025

2024

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 2025

 

7

Debtors

Note

2025
 £

2024
 £

Trade debtors

 

219,892

206,204

Amounts owed by related parties

11

6,729

248,789

Other debtors

 

25,353

18,100

Prepayments and accrued income

 

64,935

74,914

 

316,909

548,007

 

8

Creditors

2025
 £

2024
 £

Due within one year

Trade creditors

44,757

92,589

Amounts due to related parties

759

-

Social security and other taxes

201,435

205,552

Outstanding defined contribution pension costs

17,061

7,752

Other creditors

-

626

Accrued expenses and deferred income

2,977,463

2,635,580

3,241,475

2,942,099

 

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 £54,300 (2024 - £162,900). Commitments of £54,300 (2024 - £108,600) are due within one year of the balance sheet date. Commitments of £nIL (2024 - £54,300) are due within one to two years of the balance sheet date. No security is given on these commitments.

 

Kapow Primary Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

 

10

Share capital

Allotted, called up and fully paid shares

 

2025

2024

 

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 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.