SLG Allstars Limited 09339824 false 2022-01-01 2022-12-31 2022-12-31 2022-12-31 The principal activity of the company is SLG is an international beauty brand group based in the UK, with a global consumer reach, extensive retail portfolio, proven brand building capability and exceptional cross-category supply chain. We are a highly inventive brand incubator business that imagines, develops, distributes and globally scales Millennial/Gen Z targeted beauty brands, both wholly owned and licensed that has in-house, IP generative integration of cosmetic laboratory, brand management, design & marketing studios with solid operational and financial control. SLG is at the forefront of mid-tier fast, beauty incubators and brand builders, enjoying established and solid partnerships with a number of global retail multiples and rapidly growing distribution network across major global regions, including EMEA, North America and APAC. 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Registration number: 09339824

SLG Allstars Limited

Consolidated Financial Statements

for the Year Ended 31 December 2022

 

SLG Allstars Limited

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 8

Consolidated Profit and Loss Account

9

Consolidated Balance Sheet

10

Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Statement of Changes in Equity

13

Consolidated Statement of Cash Flows

14

Notes to the Financial Statements

15 to 26

 

SLG Allstars Limited

Company Information

Directors

M S M Dunkley

R M Buckland

S Hutchings

G M Percy

A J Garfitt

L J Beresford

Registered office

Studio 19 The Brewery Quarter
Unit H2
High Street
Cheltenham
GL50 3FF

Bankers

Lloyds Bank plc
Eastgate Street
Gloucester
GL1 1NU

Auditors

Hazlewoods LLP
Staverton Court
Staverton
Cheltenham
GL51 0UX

 

SLG Allstars Limited

Strategic Report for the Year Ended 31 December 2022

The directors present their strategic report for the year ended 31 December 2022.

Principal activity

SLG is an international beauty brand group based in the UK, with a global consumer reach, extensive retail portfolio, proven brand building capability and exceptional cross-category supply chain.

We are a highly inventive brand incubator business that imagines, develops, distributes and globally scales Millennial/Gen Z targeted beauty brands, both wholly owned and licensed that has in-house, IP generative integration of cosmetic laboratory, brand management, design & marketing studios with solid operational and financial control.

SLG is at the forefront of mid-tier fast, beauty incubators and brand builders, enjoying established and solid partnerships with a number of global retail multiples and rapidly growing distribution network across major global regions, including EMEA, North America and APAC.

Fair review of the business

In late 2021, the board approved a new three-year strategy aimed at restoring SLG Brands' profitability by 2022.

During 2022, our revenue increased by 11.7%, and we achieved a profit after tax of £239k in the main operational business, effectively accomplishing the initial phase of our plan.

We prioritised cost savings, resulting in a 12.5% year-on-year reduction in administrative expenses. Additionally, our primary markets experienced robust growth, with the UK business expanding by 6.5% and the Rest of World, particularly the US, showing a 25% annual increase.

Our sustainable haircare brand, Rhyme & Reason, continued its strong growth, with sales in the US up an impressive 124% compared to the previous year. Rhyme & Reason is now available in 2,500 stores across the US and UK.

Furthermore, we continued to expand the presence of our flagship brand, COLAB Dry Shampoo, in various retail channels across the US, including mass, food, and drug stores. Sales in the US surged by 48%, while the UK witnessed a 22% increase. Currently, COLAB is stocked in over 25,000 stores globally.

Our male grooming brand, Johnny's Chop Shop, sustained significant demand in the UK with sales increasing by 53% year on year.

We are delighted to report that our revenue growth is supported by strong increases in both rate-of-sale and market share, as well as the expansion of our distribution channels. These three factors provide a strong foundation for our future growth.

The SLG board is pleased with the successful execution of the initial stage of our three-year plan. This accomplishment delivered solid growth in our crucial markets (the UK and US) and restored profitability. As a result, we are exceptionally well-positioned to continue experiencing rapid expansion across our brand portfolio, thereby regaining and exceeding historical levels of profitability.

Key performance indicators

The company's key financial and other performance indicators during the year were as follows:

 

Unit

2022

2021

Turnover

£'000

28,733

25,718

Gross profit margin

%

46

47

Operating (loss) profit

£'000

645

(4,172)

Net current assets/(liabilities)

£'000

1,377

(611)

Net assets

£'000

11,472

12,240

 

SLG Allstars Limited

Strategic Report for the Year Ended 31 December 2022

Future developments

Our key brands have continued to experience strong demand throughout the first half of 2023 with NPD delivering tangible incrementality.

The results for H1 2023 were impressive and marked the second highest achievement in our company's history, with 27% year-on-year growth.

We anticipate continued expansion in distribution by the end of the year having secured the launch of a new and innovative brand into the US market in Q1 2024, with plans toward key EMEA markets opening by Q2/3.

We have also secured new retail customers and brand licenses to our portfolio. These collective advancements will contribute to the ongoing realisation of our revenue and profit growth objectives outlined in our three-year plan.

Principal risks and uncertainties

The management of the group and the execution of the group's strategy are subject to a number of risks. The key business risks and uncertainties affecting the group are considered to relate to the competition from providers of other cosmetic and beauty products and the challenges arising as a result of the current economic climate.

Financial instruments

The group is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this through credit control procedures.

Going concern and liquidity risk

In accordance with the Financial Reporting Council's 'Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009', the directors of all companies are now required to provide disclosure regarding the adoption of the going concern basis of accounting.

Cash is being managed effectively and we have just agreed an extension to the overdraft facility to support the business over the coming year. The directors believe that the company also has the ongoing support of our shareholders.

The directors therefore have a reasonable expectation that the company has adequate resources to continue in operational existence and has continued to adopt the going concern basis in preparing the financial statements.

Approved by the Board on 28 September 2023 and signed on its behalf by:


R M Buckland
Director

 

SLG Allstars Limited

Directors' Report for the Year Ended 31 December 2022

The directors present their report and the for the year ended 31 December 2022.

Directors of the company

The directors who held office during the year were as follows:

M S M Dunkley

R M Buckland

S Hutchings

G M Percy

A J Garfitt

L J Beresford

Research and development

The group undertakes an element of research and development in its manufacturing processes and development of new products.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

Having been appointed in the year, Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 28 September 2023 and signed on its behalf by:


R M Buckland
Director

 

SLG Allstars Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Directors' Report, Strategic Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

SLG Allstars Limited

Independent Auditor's Report to the Members of SLG Allstars Limited

Opinion

We have audited the financial statements of SLG Allstars Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2022 and of the group's loss for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

 

SLG Allstars Limited

Independent Auditor's Report to the Members of SLG Allstars Limited

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We considered the nature of the group’s industry and its control environment and reviewed the groups’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

 

SLG Allstars Limited

Independent Auditor's Report to the Members of SLG Allstars Limited

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of this report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.





Ryan Hancock (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Staverton Court
Staverton
Cheltenham
GL51 0UX

29 September 2023

 

SLG Allstars Limited

Consolidated Profit and Loss Account for the Year Ended 31 December 2022

Note

2022
 £

2021
£

Turnover

3

28,732,969

25,718,065

Cost of sales

 

(15,409,561)

(13,743,288)

Gross profit

 

13,323,408

11,974,777

Administrative expenses

 

(12,420,621)

(14,396,727)

Other operating income

4

387,872

182,458

Operating profit/(loss) before amortisation, depreciation and exceptional items

 

1,290,659

(2,239,492)

Depreciation expense

 

(225,530)

(222,108)

Amortisation expense

 

(1,710,245)

(1,710,246)

Operating loss after amortisation, depreciation and exceptional items

5

(645,116)

(4,171,846)

Other interest receivable and similar income

56

944

Interest payable and similar charges

(362,721)

(288,918)

Loss before tax

 

(1,007,781)

(4,459,820)

Taxation

8

239,439

201,888

Loss for the financial year

 

(768,342)

(4,257,932)

The above results were derived from continuing operations.

The group has no other comprehensive income for the year.

 

SLG Allstars Limited

(Registration number: 09339824)
Consolidated Balance Sheet as at 31 December 2022

Note

2022
 £

2021
 £

Fixed assets

 

Intangible assets

9

12,768,417

14,478,662

Tangible assets

10

1,890,900

2,089,178

 

14,659,317

16,567,840

Current assets

 

Stocks

12

2,447,732

2,581,137

Debtors

13

6,620,957

7,243,850

Cash at bank and in hand

 

1,367,322

26,471

 

10,436,011

9,851,458

Creditors: Amounts falling due within one year

14

(9,058,865)

(10,462,236)

Net current assets/(liabilities)

 

1,377,146

(610,778)

Total assets less current liabilities

 

16,036,463

15,957,062

Creditors: Amounts falling due after more than one year

14

(4,258,014)

(3,381,271)

Provisions for liabilities

8

(306,546)

(335,546)

Net assets

 

11,471,903

12,240,245

Capital and reserves

 

Called up share capital

17

20,402

20,402

Share premium reserve

 

3,105,510

3,105,510

Merger relief reserve

8,205,954

8,205,954

Retained earnings

 

140,037

908,379

Equity attributable to owners of the company

 

11,471,903

12,240,245

Total equity

 

11,471,903

12,240,245

Approved and authorised by the Board on 28 September 2023 and signed on its behalf by:
 

R M Buckland
Director

 

SLG Allstars Limited

(Registration number: 09339824)
Balance Sheet as at 31 December 2022

Note

2022
 £

2021
 £

Fixed assets

 

Investments

11

10,608,285

10,608,285

Current assets

 

Debtors

13

14,600

14,600

Creditors: Amounts falling due within one year

14

(276,157)

(270,263)

Net current liabilities

 

(261,557)

(255,663)

Net assets

 

10,346,728

10,352,622

Capital and reserves

 

Called up share capital

17

20,402

20,402

Share premium reserve

3,105,510

3,105,510

Profit and loss account

7,220,816

7,226,710

Total equity

 

10,346,728

10,352,622

The company has taken the exemption from presenting an unconsolidated profit and loss statement.

The company made a loss after tax for the financial year of £5,894 (2021 - profit of £317,512).

Approved and authorised by the Board on 28 September 2023 and signed on its behalf by:
 

R M Buckland
Director

 

SLG Allstars Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2022
Equity attributable to the parent company

Share capital
£

Share premium
£

Merger reserve
£

Profit and loss account
£

Total
£

At 1 January 2021

20,402

3,105,510

8,205,954

5,466,311

16,798,177

Loss for the year

-

-

-

(4,257,932)

(4,257,932)

Dividends

-

-

-

(300,000)

(300,000)

At 31 December 2021

20,402

3,105,510

8,205,954

908,379

12,240,245

Share capital
£

Share premium
£

Merger reserve
£

Retained earnings
£

Total
£

At 1 January 2022

20,402

3,105,510

8,205,954

908,379

12,240,245

Loss for the year

-

-

-

(768,342)

(768,342)

At 31 December 2022

20,402

3,105,510

8,205,954

140,037

11,471,903

 

SLG Allstars Limited

Statement of Changes in Equity for the Year Ended 31 December 2022

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 January 2021

20,402

3,105,510

7,209,198

10,335,110

Profit for the year

-

-

317,512

317,512

Dividends

-

-

(300,000)

(300,000)

At 31 December 2021

20,402

3,105,510

7,226,710

10,352,622

Share capital
£

Share premium
£

Retained earnings
£

Total
£

At 1 January 2022

20,402

3,105,510

7,226,710

10,352,622

Loss for the year

-

-

(5,894)

(5,894)

At 31 December 2022

20,402

3,105,510

7,220,816

10,346,728

 

SLG Allstars Limited

Consolidated Statement of Cash Flows for the Year Ended 31 December 2022

Note

2022
 £

2021
 £

Cash flows from operating activities

Loss for the year

 

(768,342)

(4,257,932)

Adjustments to cash flows from non-cash items:

 

Depreciation and amortisation

5

1,935,775

1,932,354

Finance income

(56)

(944)

Finance costs

362,721

288,918

Corporation tax expense

8

(239,439)

(201,888)

 

1,290,659

(2,239,492)

Working capital adjustments:

 

Decrease/(increase) in stocks

 

133,405

(549,507)

Decrease/(increase) in trade and other receivables

 

622,893

(1,768,256)

(Decrease)/increase in trade and other payables

 

(526,896)

792,665

Cash generated from operations

 

1,520,061

(3,764,590)

Corporation tax received

 

210,439

1,919

Net cash flow from operating activities

 

1,730,500

(3,762,671)

Cash flows from investing activities

 

Interest received

56

944

Acquisitions of property, plant and equipment

(27,252)

(250,617)

Proceeds from sale of property, plant and equipment

 

-

699

Net cash flows from investing activities

 

(27,196)

(248,974)

Cash flows from financing activities

 

Interest paid

(362,721)

(288,918)

Proceeds from bank borrowing draw downs

 

2,316,494

-

Dividends paid

-

(300,000)

Net cash flows from financing activities

 

1,953,773

(588,918)

Net increase/(decrease) in cash and cash equivalents

 

3,657,077

(4,600,563)

Cash and cash equivalents at 1 January

 

(2,352,551)

2,248,012

Cash and cash equivalents at 31 December

 

1,304,526

(2,352,551)

 

SLG Allstars Limited

Notes to the Financial Statements for the Year Ended 31 December 2022

 

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:
Studio 19 The Brewery Quarter
Unit H2
High Street
Cheltenham
GL50 3FF

 

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 were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

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.

Summary of disclosure exemptions

SLG Allstars Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in its separate financial statements. Exemptions have been taken in the company's financial statements in relation to financial instruments and presentation of a statement of cash flows.

Basis of consolidation

The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2022.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

The directors have considered a number of different scenarios to prepare 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.

 

SLG Allstars Limited

Notes to the Financial Statements for the Year Ended 31 December 2022

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 group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.

The group 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 group's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are recorded at the exchange rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the closing rates at the
balance sheet date. All exchange differences are included in the profit and loss account.

Tax

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

The current corporation 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 group operates and generates taxable income.

Deferred corporation tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the Group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets is stated in the statement of financial position 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, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Leasehold land and buildings

Over the term of the lease

Plant and machinery

10%-25% reducing balance or 33% straight line

 

SLG Allstars Limited

Notes to the Financial Statements for the Year Ended 31 December 2022

Goodwill

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

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

10 years straight line

Trademarks, patents and licenses

10 years straight line

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.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

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

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stock and work in progress are valued at the lower of cost and net realisable value, after due regard for obsolete and slow moving stocks. Net realisable value is based on selling price less anticipated costs to completion and selling costs. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group 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 subsequently measured at amortised cost using the effective interest method.

 

SLG Allstars Limited

Notes to the Financial Statements for the Year Ended 31 December 2022

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable
and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Rentals payable under operating leases are charged in the profit and loss account on a straight line basis over
the lease term.

Assets held under hire purchase agreements are capitalised as tangible fixed assets and are depreciated over
the shorter of the lease term and their useful lives. The capital element of future finance payments is included
within creditors. Finance charges are allocated to accounting periods over the length of the contract and
represent a constant proportion of the balance of capital repayments outstanding.

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. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

The company operates a defined contribution pension scheme. Contributions are recognised in the profit and
loss account in the period in which they become payable in accordance with the rules of the scheme.

Financial instruments

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.

 

SLG Allstars Limited

Notes to the Financial Statements for the Year Ended 31 December 2022

 

3

Revenue

The analysis of the group's Turnover for the year from continuing operations is as follows:

2022
£

2021
£

Sale of goods

28,732,969

25,718,065

The analysis of the group's revenue for the year by market is as follows:

2022
 £

2021
 £

UK

15,596,547

14,639,549

Europe

1,727,785

1,960,975

Rest of world

11,408,637

9,117,541

28,732,969

25,718,065

 

4

Other operating income

The analysis of the group's other operating income for the year is as follows:

2022
£

2021
£

Government grants

-

28,711

Other operating income

171,872

153,747

Reduction in earn-out liability in respect of intangible asset

216,000

-

387,872

182,458

Coronavirus Job Retention Scheme
In 2021 the company received grants in relation to the Coronavirus Job Retention Scheme (CJRS) which is accounted as a revenue grant. £28,711 was credited to the profit and loss account in relation to this grant.

Reduction in earn-out liability
Following the sales targets achieved in respect of certain products, the deferred consideration due in respect of certain intangible assets has decreased by £216,000 during the year.

 

5

Operating profit

Arrived at after charging:

2022
 £

2021
 £

Depreciation expense

225,530

222,108

Amortisation expense

1,710,245

1,710,246

Foreign exchange (gains)/losses

(118,201)

(4,094)

Operating lease expense - property

607,415

548,830

Operating lease expense - plant and machinery

127

-

Operating lease expense - other

4,542

8,910

Auditor's remuneration - The audit of the company's annual accounts

8,000

7,140

 

SLG Allstars Limited

Notes to the Financial Statements for the Year Ended 31 December 2022

 

6

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2022
 £

2021
 £

Wages and salaries

4,573,188

4,598,901

Social security costs

510,792

483,795

Pension costs, defined contribution scheme

248,825

236,801

5,332,805

5,319,497

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2022
 No.

2021
 No.

Production

16

16

Administration and support

123

122

139

138

Company
The company incurred no staff costs and had no employees other than the directors.

 

7

Directors' remuneration

The directors' remuneration for the year was as follows:

2022
£

2021
£

Remuneration

507,699

467,952

Contributions paid to money purchase schemes

34,028

34,054

541,727

502,006

During the year the number of directors who were receiving benefits and share incentives was as follows:

2022
No.

2021
No.

Accruing benefits under money purchase pension scheme

4

4

In respect of the highest paid director:

2022
£

2021
£

Remuneration

157,202

141,020

Company contributions to money purchase pension schemes

9,650

8,775

 

SLG Allstars Limited

Notes to the Financial Statements for the Year Ended 31 December 2022

 

8

Taxation

Tax charged in the profit and loss account

2022
 £

2021
 £

Current taxation

UK corporation tax

-

(1,764)

UK corporation tax adjustment to prior periods

(210,439)

-

(210,439)

(1,764)

Deferred taxation

Arising from origination and reversal of timing differences

(29,000)

(235,124)

Arising from changes in tax rates and laws

-

35,000

Total deferred taxation

(29,000)

(200,124)

Tax receipt in the income statement

(239,439)

(201,888)

A corporation tax credit of £210,439 (2021 - £nil) arises from Research and Development tax credits.

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2021 - higher than the standard rate of corporation tax in the UK) of 19% (2021 - 19%).

The differences are reconciled below:

2022
£

2021
£

Loss before tax

(1,007,781)

(4,459,820)

Corporation tax at standard rate

(191,478)

(847,366)

Effect of expense not deductible in determining taxable profit (tax loss)

178,752

-

Deferred tax expense relating to changes in tax rates or laws

-

35,000

(Decrease)/increase from tax losses for which no deferred tax asset was recognised

(27,705)

512,438

Decrease in UK and foreign current tax from unrecognised temporary difference from a prior period

(210,439)

-

Tax increase from effect of capital allowances and depreciation

3,499

-

Tax increase from other short-term timing differences

-

98,040

Other tax effects for reconciliation between accounting profit and tax expense (income)

7,932

-

Total tax credit

(239,439)

(201,888)

Deferred tax

2022

Liability
£

Intangible assets at valuation

310,000

Other timing differences

(3,454)

306,546

2021

Liability
£

Intangible assets at valuation

339,000

Other timing differences

(3,454)

335,546

 

SLG Allstars Limited

Notes to the Financial Statements for the Year Ended 31 December 2022

 

9

Intangible assets

Group

Goodwill
 £

Trademarks, patents and licenses
 £

Total
£

Cost or valuation

At 1 January 2022 and at 31 December 2022

5,163,070

17,463,201

22,626,271

Amortisation

At 1 January 2022

3,486,000

4,661,609

8,147,609

Amortisation charge

516,000

1,194,245

1,710,245

At 31 December 2022

4,002,000

5,855,854

9,857,854

Carrying amount

At 31 December 2022

1,161,070

11,607,347

12,768,417

At 31 December 2021

1,677,070

12,801,592

14,478,662

 

10

Tangible assets

Group

Long leasehold land and buildings
£

Plant and machinery
£

Total
£

Cost or valuation

At 1 January 2022

2,301,961

656,254

2,958,215

Additions

-

27,252

27,252

At 31 December 2022

2,301,961

683,506

2,985,467

Depreciation

At 1 January 2022

478,628

390,409

869,037

Charge for the year

167,712

57,818

225,530

At 31 December 2022

646,340

448,227

1,094,567

Carrying amount

At 31 December 2022

1,655,621

235,279

1,890,900

At 31 December 2021

1,823,333

265,845

2,089,178

 

SLG Allstars Limited

Notes to the Financial Statements for the Year Ended 31 December 2022

 

11

Investments

Company

2022
 £

2021
 £

Investments in subsidiaries - cost and net book value

10,608,285

10,608,285

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

Holding

Proportion of voting rights and shares held

     

2022

2021

Subsidiary undertakings

SLG Brands Limited

England and Wales

Ordinary

100%

100%

SLG Brands (Europe) Limited

Ireland

Ordinary

100%

100%

Get Lucky Inc Ltd

England and Wales

Ordinary

100%

100%

Wonderclub Limited

England and Wales

Ordinary

100%

100%

Amie Skincare Limited

England and Wales

Ordinary

100%

100%

V3 Manufacturing Limited

England and wales

Ordinary

100%

100%


Subsidiary undertakings
SLG Brands (Europe) Limited, Get Lucky Inc Ltd, Wonderclub Limited and Amie Skincare Limited are dormant.

The principle activity of SLG Brands Limited is supply of cosmetics.

The principle activity of V3 Manufacturing Limited is manufacture of cosmetics.

 

12

Stocks

 

Group

2022
 £

2021
 £

Raw materials

428,273

1,068,539

Finished goods and goods for resale

2,019,459

1,512,598

2,447,732

2,581,137

 

13

Debtors

 

Group

Company

2022
 £

2021
 £

2022
 £

2021
 £

Trade debtors

6,014,761

6,578,190

-

-

Other debtors

123,112

156,647

14,600

14,600

Prepayments

483,084

509,013

-

-

6,620,957

7,243,850

14,600

14,600

 

SLG Allstars Limited

Notes to the Financial Statements for the Year Ended 31 December 2022

 

14

Creditors

   

Group

Company

Note

2022
 £

2021
 £

2022
 £

2021
 £

Due within one year

 

Loans and borrowings

15

2,399,537

2,379,022

-

-

Trade creditors

 

2,374,080

2,331,192

-

-

Amounts due to related parties

 

-

-

258,834

252,940

Social security and other taxes

 

306,286

712,389

-

-

Outstanding defined contribution pension costs

 

54,847

47,757

-

-

Other payables

 

814,387

1,925,460

-

-

Accrued expenses

 

3,092,251

3,048,939

-

-

Corporation tax liability

 

17,477

17,477

17,323

17,323

 

9,058,865

10,462,236

276,157

270,263

Due after one year

 

Loans and borrowings

15

3,459,657

3,381,271

-

-

Other creditors

 

798,357

-

-

-

 

4,258,014

3,381,271

-

-

 

15

Loans and borrowings

 

Group

Company

2022
£

2021
£

2022
£

2021
£

Current loans and borrowings

Bank borrowings

2,316,494

-

-

-

Bank overdrafts

62,796

2,379,022

-

-

Finance lease liabilities

20,247

-

-

-

2,399,537

2,379,022

-

-

 

Group

Company

2022
£

2021
£

2022
£

2021
£

Non-current loans and borrowings

Finance lease liabilities

78,386

-

-

-

Other borrowings

3,381,271

3,381,271

-

-

3,459,657

3,381,271

-

-

 

SLG Allstars Limited

Notes to the Financial Statements for the Year Ended 31 December 2022

Bank overdrafts
Bank overdrafts are secured by fixed and floating charges, including a negative pledge, over the assets of the company and its subsidiaries.

Bank borrowings
Bank borrowings relate to a Confidential Invoice Discounting facility of £992,880 (2021 - £nil) and a Letter of Credit of £1,323,614 (2021 - £nil), all amounts are repayable within one year.

Other borrowings
Other borrowings relate to amounts due to a certain shareholder and director. Interest is charged at 6% per annum and is included within accruals.

The borrowings included in amounts due in more than 1 year are payable by 31 December 2035. These loans are unsecured.

Finance leases
Finance leases are secured on the related asset.

 

16

Cash and cash equivalents

 

Group

Company

2022
£

2021
£

2022
£

2021
£

Cash on hand

2,688

4,755

-

-

Cash at bank

1,364,634

21,716

-

-

1,367,322

26,471

-

-

Bank overdrafts

(62,796)

(2,379,022)

-

-

Cash and cash equivalents in statement of cash flows

1,304,526

(2,352,551)

-

-

 

17

Share capital

Allotted, called up and fully paid shares

 

2022

2021

 

No.

£

No.

£

Ordinary of £1 each

14,801

14,801

14,801

14,801

A Ordinary of £1 each

5,400

5,400

5,400

5,400

B Ordinary of £1 each

201

201

201

201

 

20,402

20,402

20,402

20,402

All issued share capital rank pari passu in all respects other than the dividend rights where each class of share has a separate right to a dividend.

 

18

Dividends

2022
 £

2021
 £

Dividends paid

-

300,000

 

SLG Allstars Limited

Notes to the Financial Statements for the Year Ended 31 December 2022

 

19

Pension and other schemes

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £248,825 (2021 - £236,801).

Contributions totalling £54,847 (2021 - £47,757) were payable to the scheme at the end of the year and are included in creditors.

 

20

Obligations under leases

Group

Finance leases

The total of future minimum lease payments is as follows:

2022
£

2021
£

Not later than one year

20,247

-

Later than one year and not later than five years

78,386

-

98,633

-

Operating leases

The total of future minimum lease payments is as follows:

2022
£

2021
£

Not later than one year

543,247

509,407

Later than one year and not later than five years

2,332,988

2,292,988

Later than five years

1,351,429

1,934,676

4,227,664

4,737,071

The amount of non-cancellable operating lease payments recognised as an expense during the year was £611,957 (2021 - £530,857).

 

21

Related party transactions

Other related parties
Other related parties represent close family members of certain directors. During the year emoluments of £90,939 (2021 - £98,786) were paid to other related parties.

The company has taken advantage of the exemption from the requirement to disclose transactions with other group companies.

 

22

Control

There is no one controlling entity.