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Registered number: 11523394










MR & MRS OLIVER LTD










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2023

 
MR & MRS OLIVER LTD
 
 
COMPANY INFORMATION


Directors
G.J. Bosher 
H.H.H. Cary 
W.J. Gibbs 
J.A. Mishreki 
A. Szirtes 




Registered number
11523394



Registered office
The Battleship Building
179 Harrow Road


London


W2 6NB




Independent auditor
MHA
Chartered Accountants and Statutory Auditors

6th Floor

2 London Wall Place


London


EC2Y 5AU





 
MR & MRS OLIVER LTD
 

CONTENTS



Page
Group Strategic Report
1
Directors' Report
2 - 3
Independent Auditor's Report
4 - 7
Consolidated Statement of Comprehensive Income
8
Consolidated Balance Sheet
9
Company Balance Sheet
10 - 11
Consolidated Statement of Changes in Equity
12 - 13
Company Statement of Changes in Equity
14 - 15
Consolidated Statement of Cash Flows
16 - 17
Consolidated Analysis of Net Debt
18
Notes to the Financial Statements
19 - 41


 
MR & MRS OLIVER LTD
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2023

Introduction
 
The directors are happy to report on continued growth during the period. The group operates only in the UK, and as a subscription business benefits from predictable revenue from repeating customers. Acquisition of new customers has allowed the group to grow by 63% year over year. Continual investment in infrastructure and good relationships with suppliers allow the group to scale while maintaining our strong gross margins. 

Business review
 
The group has reported a turnover of £28,664,592 (2022: £17,558,133) and a pre-tax profit of £1,776,418 (2022 loss: £3,293,157) for the year. The group has total shareholder's funds of £12,808,496 as at 31 August 2023 (2022: £(675,569)).
• Turnover increased from 2022 by £11,106,459 (63.3%).
• Pre-tax profit increased from 2022 by £5,069,575 (153.9%).
• Cash held at year end is £11,723,772 up from £2,279,691 (2022).
The operating leverage of the group has resulted in administrative expenses growing by only 19.8% to support the 63.3% growth in revenue. 

Principal risks and uncertainties
 
The three risk areas that have been identified by the directors are as follows: 
Recruitment of enough qualified, specialist staff for continued business growth.
 
Factory capacity. Although we have a large site, growing brings us closer to capacity.
Shipping and transportation. As the group relies on the international supply chain, any disruption can slow production and increase costs.

Financial key performance indicators
 

.



31/08/2023
31/08/2022
        £
        £

Turnover

28,664,592

17,558,133

Gross profit margin %

78

79



This report was approved by the board on 1 August 2024 and signed on its behalf.



H.H.H. Cary
Director

Page 1

 
MR & MRS OLIVER LTD
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2023

The directors present their report and the financial statements for the year ended 31 August 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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

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

Principal activity

The principal activity of the company is the provision of services to other companies within the group.

Results and dividends

The profit for the year, after taxation, amounted to £3,474,112 (2022 - loss £2,970,321).

Directors

The directors who served during the year were:

G.J. Bosher 
H.H.H. Cary 
W.J. Gibbs 
J.A. Mishreki 
A. Szirtes 

Directors' indemnity insurance
Directors' liability and indemnity insurance was in force throughout the period to cover the directors and officers
of the company against actions brought against them in their personal capacity. Neither the insurance nor the
indemnity provide cover where the individual has acted fraudulently or dishonestly.
Page 2

 
MR & MRS OLIVER LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023


Future developments

The group will continue to optimise both our factory and it's online direct to consumer systems to ensure they can continue to show healthy growth in the future.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the group since the year end.

Auditor

During the year the directors appointed MHA as auditors of the company. MHA offer themsleves for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 1 August 2024 and signed on its behalf.
 





H.H.H. Cary
Director

Page 3

 
MR & MRS OLIVER LTD
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MR & MRS OLIVER LTD
 

Qualified Opinion


We have audited the financial statements of Mr & Mrs Oliver Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 August 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 of the parent Company's affairs as at 31 August 2023 and of the Group's profit 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 qualified 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's 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 United Kingdom, including the Financial Reporting Council'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 qualified 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 Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are 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.


Page 4

 
MR & MRS OLIVER LTD
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MR & MRS OLIVER LTD (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.
As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the inventory quantities of £625,404 held at 31 August 2022. We have concluded that where the other information refers to the inventory balance or related balances such as cost of sales, it may be materially misstated for the same reason.





Opinion on other matters prescribed by the Companies Act 2006
 

We were not appointed as auditor of the company until after 31 August 2022 and thus did not observe the counting of physical inventories at the end of the year. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 31 August 2022, which are included in the balance sheet at £625,404, by using other audit procedures.
Consequently we were unable to determine whether any adjustment to this amount was necessary. In addition, were any adjustment to the inventory balance to be required, the strategic report would also need to be amended.
Except for the possible effects of the matter described in the basis for qualified opinion section of our report, n our opinion, based on the work undertaken in the course of the audit:


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


Arising solely from the limitation on the scope of our work relating to inventory, referred to above:
•  we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and
• we were unable to determine whether adequate accounting records have been kept.
We have nothing to report in respect of the following matters in relation to which  the Companies Act 2006
Page 5

 
MR & MRS OLIVER LTD
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MR & MRS OLIVER LTD (CONTINUED)


requires us to report to you if, in our opinion:


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.



Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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 Group financial statements.


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:
-Obtaining an understanding of the legal and regulatory frameworks that the group operates in, focusing on those laws and regulations that had a direct effect on the financial statements.
-Enquiry of management to identify any instances of non-compliance with laws and regulations.
-Reviewing financial statement disclosures and testing to support documentation to assess compliance with applicable laws and regulations.
-Enquiry of management around potential litigation and claims.
-Reviewing minutes of meetings of those charged with governance. 
-Reviewing the control systems in place and gaining an understanding of these. 
-Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business, and reviewing accounting estimates for bias. 
 
-Challenging assumptions and judgements made by management in their significant accounting estimates.


Page 6

 
MR & MRS OLIVER LTD
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MR & MRS OLIVER LTD (CONTINUED)


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.




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


Other matters 
 

The group consolidated financial statements of Mr & Mrs Oliver Ltd for the year ending 31 August 2022 were unaudited.


Use of our 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 2006Our 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.





Stephen Poleykett BA (Hons) FCA (Senior Statutory Auditor)
  
for and on behalf of
MHA, Statutory Auditor
 
London

Date:01/08/2024
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313).
Page 7

 
MR & MRS OLIVER LTD
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2023

2023
Unaudited and restated 2022
Note
£
£

  

Turnover
 3 
28,664,592
14,291,433

Cost of sales
  
(6,379,858)
(3,742,851)

Gross profit
  
22,284,734
10,548,582

Administrative expenses
  
(20,403,500)
(13,758,574)

Operating profit/(loss)
 4 
1,881,234
(3,209,992)

Interest receivable and similar income
 7 
146,377
20

Interest payable and similar expenses
 8 
(251,193)
(83,185)

Profit/(loss) before taxation
  
1,776,418
(3,293,157)

Tax on profit/(loss)
 9 
1,697,694
322,836

Profit/(loss) for the financial year
  
3,474,112
(2,970,321)

  

Total comprehensive income for the year
  
3,474,112
(2,970,321)

Profit/(loss) for the year attributable to:
  

Owners of the parent Company
  
3,474,112
(2,970,321)

  
3,474,112
(2,970,321)

The notes on pages 19 to 41 form part of these financial statements.



Page 8

 
MR & MRS OLIVER LTD
REGISTERED NUMBER: 11523394

CONSOLIDATED BALANCE SHEET
AS AT 31 AUGUST 2023

2023
Unaudited and restated 2022
Note
£
£

Fixed assets
  

Intangible assets
 10 
9,399
18,291

Tangible assets
 11 
583,054
817,396

  
592,453
835,687

Current assets
  

Stocks
 13 
845,736
625,404

Debtors: amounts falling due within one year
 14 
4,897,682
934,468

Cash at bank and in hand
 15 
11,704,886
2,275,895

  
17,448,304
3,835,767

Creditors: amounts falling due within one year
 16 
(4,116,098)
(3,200,558)

Net current assets
  
 
 
13,332,206
 
 
635,209

Total assets less current liabilities
  
13,924,659
1,470,896

Creditors: amounts falling due after more than one year
 17 
(1,116,163)
(2,146,465)

Provisions for liabilities
  

Net assets/(liabilities)
  
12,808,496
(675,569)


Capital and reserves
  

Called up share capital 
 20 
222
190

Share premium account
 21 
18,273,155
8,272,042

Share option reserve
 21 
175,256
166,448

Profit and loss account
 21 
(5,640,137)
(9,114,249)

Equity attributable to owners of the parent Company
  
12,808,496
(675,569)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



H.H.H. Cary
Director

Date: 1 August 2024

The notes on pages 19 to 41 form part of these financial statements.

Page 9

 
MR & MRS OLIVER LTD
REGISTERED NUMBER: 11523394

COMPANY BALANCE SHEET
AS AT 31 AUGUST 2023

2023
Unaudited and restated 2022
Note
£
£

Fixed assets
  

Intangible assets
 10 
9,399
18,291

Tangible assets
 11 
164,363
172,948

Investments
 12 
2
2

  
173,764
191,241

Current assets
  

Debtors: amounts falling due within one year
 14 
13,781,085
7,836,866

Cash at bank and in hand
 15 
5,953,767
138,888

  
19,734,852
7,975,754

Creditors: amounts falling due within one year
 16 
(31,520,577)
(16,229,104)

Net current liabilities
  
 
 
(11,785,725)
 
 
(8,253,350)

Total assets less current liabilities
  
(11,611,961)
(8,062,109)

  

Creditors: amounts falling due after more than one year
 17 
(1,116,163)
(2,146,465)

  

Net assets excluding pension asset
  
(12,728,124)
(10,208,574)

Net liabilities
  
(12,728,124)
(10,208,574)


Capital and reserves
  

Called up share capital 
 20 
222
190

Share premium account
 21 
18,273,155
8,272,042

Other reserves
 21 
175,256
166,448

Profit and loss account
 21 
(31,176,757)
(18,647,254)

  
(12,728,124)
(10,208,574)


Page 10

 
MR & MRS OLIVER LTD
REGISTERED NUMBER: 11523394
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 AUGUST 2023

The loss of the parent company in the year was £12,529,503 (2022: £10,489,006)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


H.H.H. Cary
Director

Date: 1 August 2024

The notes on pages 19 to 41 form part of these financial statements.

Page 11

 
MR & MRS OLIVER LTD
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2023


Called up share capital
Share premium account
Other reserves
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£
£

At 1 September 2022 (as previously stated)
190
8,272,042
166,448
(8,930,156)
(491,476)
(491,476)

Prior year adjustment - correction of error
-
-
-
(184,093)
(184,093)
(184,093)

At 1 September 2022 (as restated)
190
8,272,042
166,448
(9,114,249)
(675,569)
(675,569)


Comprehensive income for the year

Profit for the year
-
-
-
3,474,112
3,474,112
3,474,112
Total comprehensive income for the year
-
-
-
3,474,112
3,474,112
3,474,112


Contributions by and distributions to owners

Shares issued during the year
32
10,001,113
-
-
10,001,145
10,001,145

Share based payment charge
-
-
8,808
-
8,808
8,808


Total transactions with owners
32
10,001,113
8,808
-
10,009,953
10,009,953


At 31 August 2023
222
18,273,155
175,256
(5,640,137)
12,808,496
12,808,496


The notes on pages 19 to 41 form part of these financial statements.

Page 12

 
MR & MRS OLIVER LTD
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2022


Called up share capital
Share premium account
Other reserves
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£
£

At 1 September 2021 (as previously stated)
189
8,270,252
157,640
(5,986,288)
2,441,793
2,441,793

Prior year adjustment - correction of error
-
-
-
(157,640)
(157,640)
(157,640)

At 1 September 2021 (as restated)
189
8,270,252
157,640
(6,143,928)
2,284,153
2,284,153


Comprehensive income for the year

Loss for the year
-
-
-
(2,970,321)
(2,970,321)
(2,970,321)
Total comprehensive income for the year
-
-
-
(2,970,321)
(2,970,321)
(2,970,321)


Contributions by and distributions to owners

Shares issued during the year
1
-
-
-
1
1

Share based payment charge
-
1,790
8,808
-
10,598
10,598


Total transactions with owners
1
1,790
8,808
-
10,599
10,599


At 31 August 2022
190
8,272,042
166,448
(9,114,249)
(675,569)
(675,569)


The notes on pages 19 to 41 form part of these financial statements.

Page 13

 
MR & MRS OLIVER LTD
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2023


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£

At 1 September 2022 (as previously stated)
190
8,272,042
166,448
(17,356,572)
(8,917,892)

Prior year adjustment - correction of error
-
-
-
(1,290,682)
(1,290,682)

At 1 September 2022 (as restated)
190
8,272,042
166,448
(18,647,254)
(10,208,574)


Comprehensive income for the year

Loss for the year
-
-
-
(12,529,503)
(12,529,503)
Total comprehensive income for the year
-
-
-
(12,529,503)
(12,529,503)


Contributions by and distributions to owners

Shares issued during the year
32
10,001,113
-
-
10,001,145

Share based payment charge
-
-
8,808
-
8,808


Total transactions with owners
32
10,001,113
8,808
-
10,009,953


At 31 August 2023
222
18,273,155
175,256
(31,176,757)
(12,728,124)


The notes on pages 19 to 41 form part of these financial statements.

Page 14

 
MR & MRS OLIVER LTD
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2022


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£

At 1 September 2021 (as previously stated)
190
8,270,252
157,640
(8,000,608)
427,474

Prior year adjustment - correction of error
-
-
-
(157,640)
(157,640)

At 1 September 2021 (as restated)
190
8,270,252
157,640
(8,158,248)
269,834


Comprehensive income for the year

Loss for the year
-
-
-
(10,489,006)
(10,489,006)
Total comprehensive income for the year
-
-
-
(10,489,006)
(10,489,006)


Contributions by and distributions to owners

Share based payment charge
-
1,790
8,808
-
10,598


Total transactions with owners
-
1,790
8,808
-
10,598


At 31 August 2022
190
8,272,042
166,448
(18,647,254)
(10,208,574)


The notes on pages 19 to 41 form part of these financial statements.

Page 15

 
MR & MRS OLIVER LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2023

2023
Unaudited and restated 2022
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
3,474,112
(2,970,321)

Adjustments for:

Amortisation of intangible assets
8,892
8,589

Depreciation of tangible assets
713,920
451,254

Interest paid
251,193
83,185

Interest received
(146,377)
(20)

Taxation charge
(1,697,694)
(322,836)

(Increase) in stocks
(220,332)
(212,211)

(Increase)/decrease in debtors
(1,830,055)
147,948

Increase in creditors
753,864
980,779

Corporation tax (paid)/received
(435,501)
162,339

Foreign exchange
-
111

Share based payments
8,808
8,808

Net cash generated from operating activities

880,830
(1,662,375)


Cash flows from investing activities

Purchase of tangible fixed assets
(479,578)
(374,736)

Interest received
146,377
20

Net cash from investing activities

(333,201)
(374,716)

Cash flows from financing activities

Issue of ordinary shares
10,001,145
-

New secured loans
-
3,000,000

Repayment of loans
(853,535)
-

Loans due from/(repaid to) directors
35
-

Interest paid
(251,193)
(83,185)

Increase in bank overdrafts
(15,090)
(3,796)

Net cash used in financing activities
8,881,362
2,913,019

Net increase in cash and cash equivalents
9,428,991
875,928

Cash and cash equivalents at beginning of year
2,275,895
1,399,967

Cash and cash equivalents at the end of year
11,704,886
2,275,895


Cash and cash equivalents at the end of year comprise:
Page 16

 
MR & MRS OLIVER LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023


2023
2022

£
£


Cash at bank and in hand
11,704,886
2,275,895

11,704,886
2,275,895


The notes on pages 19 to 41 form part of these financial statements.

Page 17

 
MR & MRS OLIVER LTD
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 AUGUST 2023




At 1 September 2022
Cash flows
At 31 August 2023
£

£

£

Cash at bank and in hand

2,275,895

9,428,991

11,704,886

Debt due after 1 year

(2,146,465)

1,030,302

(1,116,163)

Debt due within 1 year

(865,657)

(183,228)

(1,048,885)


(736,227)
10,276,065
9,539,838

The notes on pages 19 to 41 form part of these financial statements.

Page 18

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

1.


General information

Mr & Mrs Oliver Ltd is a private company, limited by shares, and incorporated in England and
Wales. The company registration number is 11523394 and the registered office is The Battleship Building, 179 Harrow Road, London, W2 6NB.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with 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 Group management to exercise judgment in applying the Group's accounting policies.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The financial statements have been prepared in the functional currency, pounds sterling, rounded to the nearest £1.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

Page 19

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

 
2.3

Foreign currency translation

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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 20

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group has transferred the significant risks and rewards of ownership to the buyer;
the Group 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 Group 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.

Rendering of services

Revenue from a contract to provide 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 Group 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.

 
2.5

Operating leases: the Group as lessee

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.

Page 21

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

 
2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

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.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 22

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

 
2.11

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.12

Current and deferred taxation

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 balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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 balance sheet date.

Page 23

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

 
2.13

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.14

Tangible fixed assets

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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
Short-term leasehold property
-
10%
On cost
Plant and machinery
-
33%
On cost
Office equipment
-
33%
On cost
Computer equipment
-
33%
On cost

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.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 24

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

 
2.16

Stocks

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 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.

 
2.17

Debtors

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.

 
2.18

Cash and cash equivalents

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.19

Creditors

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.

 
2.20

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

 
2.21

Financial instruments

The Group 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 Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements,
Page 25

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)


2.21
Financial instruments (continued)

when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

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 instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts 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
Page 26

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)


2.21
Financial instruments (continued)

method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables 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.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 27

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

3.


Turnover

An analysis of turnover by class of business is as follows:


2023
Unaudited and restated 2022
£
£

Product and cosmetic sales
28,664,592
14,291,433

28,664,592
14,291,433


Analysis of turnover by country of destination:

2023
Unaudited and restated 2022
£
£

United Kingdom
28,664,592
14,291,433

28,664,592
14,291,433



4.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

2023
Unaudited and restated 2022
£
£

Product development
119,169
17,233

Exchange differences
13,383
19,558


5.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor:


2023
Unaudited  2022
£
£

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
33,000
-

Accountancy and taxation
9,250
8,500

Page 28

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

6.


Employees

Staff costs were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
4,667,647
3,023,703
2,886,477
1,831,384

Social security costs
548,146
354,294
353,623
223,209

Cost of defined contribution scheme
81,103
53,514
42,940
29,804

5,296,896
3,431,511
3,283,040
2,084,397


The highest paid director received remuneration of £138,471 (2022 - £91,967) and pension contributions of £1,321 (2022: £1,321).

The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
  Unaudited  2022
        2023
  Unaudited  2022
            No.
            No.
            No.
            No.









Employees
43
36
5
5


7.


Interest receivable

2023
Unaudited 2022
£
£


Bank interest receivable
146,377
20

146,377
20


8.


Interest payable and similar expenses

2023
Unaudited 2022
£
£


Bank loan interest payable
251,193
83,185

251,193
83,185

Page 29

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

9.


Taxation


2023
Unaudited 2022
£
£

Corporation tax


Current tax on profits for the year
-
(247,129)

Adjustments in respect of previous periods
-
(75,707)


-
(322,836)


Total current tax
-
(322,836)

Deferred tax


Tax losses carried forward
(1,697,694)
-

Total deferred tax
(1,697,694)
-


Tax on profit/(loss)
(1,697,694)
(322,836)
Page 30

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
 
9.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is the same as (2022 - the same as) the standard rate of corporation tax in the UK of 21.5% (2022 - 19%) as set out below:

2023
Unaudited 2022
£
£


Profit/(loss) on ordinary activities before tax
1,776,418
(3,293,157)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 21.5% (2022 - 19%)
381,930
(625,700)

Effects of:


Utilisation of tax losses
(446,025)
-

Fixed asset timing differences
61,287
(2,248)

Adjustments to tax charge in respect of prior periods
-
247,129

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
-
75,707

Unrelieved tax losses carried forward
(1,697,694)
-

Other differences leading to an increase (decrease) in the tax charge
2,808
(17,724)

Total tax charge for the year
(1,697,694)
(322,836)


Factors that may affect future tax charges

There are no factors that may affect future tax charges.

Page 31

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

10.


Intangible assets

Group





Intellectual property

£



Cost


At 1 September 2022
43,680



At 31 August 2023

43,680



Amortisation


At 1 September 2022
25,389


Charge for the year
8,892



At 31 August 2023

34,281



Net book value



At 31 August 2023
9,399



At 31 August 2022
18,291



Page 32

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023
 
           10.Intangible assets (continued)

Company




Intellectual property

£



Cost


At 1 September 2022
43,680



At 31 August 2023

43,680



Amortisation


At 1 September 2022
25,389


Charge for the year
8,892



At 31 August 2023

34,281



Net book value



At 31 August 2023
9,399



At 31 August 2022
18,291

Page 33

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

11.


Tangible fixed assets

Group






Short-term leasehold property
Plant and machinery
Office equipment
Computer equipment
Total

£
£
£
£
£



Cost or valuation


At 1 September 2022
110,282
1,450,447
57,514
67,107
1,685,350


Additions
-
427,637
13,904
38,037
479,578



At 31 August 2023

110,282
1,878,084
71,418
105,144
2,164,928



Depreciation


At 1 September 2022
19,833
785,875
25,054
37,192
867,954


Charge for the year
6,288
678,003
10,781
18,848
713,920



At 31 August 2023

26,121
1,463,878
35,835
56,040
1,581,874



Net book value



At 31 August 2023
84,161
414,206
35,583
49,104
583,054



At 31 August 2022
90,449
664,572
32,460
29,915
817,396

Page 34

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

           11.Tangible fixed assets (continued)


Company






Short-term leasehold property
Plant and machinery
Office equipment
Computer equipment
Total

£
£
£
£
£

Cost or valuation


At 1 September 2022
110,282
35,032
57,514
67,107
269,935


Additions
-
-
13,904
33,552
47,456



At 31 August 2023

110,282
35,032
71,418
100,659
317,391



Depreciation


At 1 September 2022
19,833
14,908
25,054
37,192
96,987


Charge for the year
6,288
20,124
10,781
18,848
56,041



At 31 August 2023

26,121
35,032
35,835
56,040
153,028



Net book value



At 31 August 2023
84,161
-
35,583
44,619
164,363



At 31 August 2022
90,449
20,124
32,460
29,915
172,948





The net book value of land and buildings may be further analysed as follows:


2023
Unaudited 2022
£
£

Short leasehold
84,161
90,449

84,161
90,449


Page 35

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

12.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 September 2022
2



At 31 August 2023
2






Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

Skin + Me Ltd
The Battleship Building, 179 Harrow Road, London, W2 6NB.
Ordinary
100%
Feel Good Pharma Ltd
Unit 5 Oakwood Business Park, Park Royal, London, United Kingdom, NW10 6EX.
Ordinary
100%


13.


Stocks

Group
Group
2023
2022
£
£

Raw materials and consumables
845,736
625,404

845,736
625,404


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 36

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

14.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Amounts owed by group undertakings
-
-
10,218,437
7,578,863

Other debtors
2,428,459
565,522
1,696,711
124,722

Prepayments and accrued income
175,530
208,449
168,243
133,281

Tax recoverable
595,999
160,497
-
-

Deferred taxation
1,697,694
-
1,697,694
-

4,897,682
934,468
13,781,085
7,836,866



15.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
11,704,886
2,275,895
5,953,767
138,888

11,704,886
2,275,895
5,953,767
138,888



16.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
1,030,302
853,535
1,030,302
853,535

Trade creditors
1,893,925
1,847,956
1,445,747
1,252,377

Amounts owed to group undertakings
-
-
28,661,650
13,671,309

Other taxation and social security
882,873
271,403
107,139
229,695

Other creditors
30,346
40,823
21,687
35,347

Accruals and deferred income
278,652
186,841
254,052
186,841

4,116,098
3,200,558
31,520,577
16,229,104


Bank loans of £1,030,302 (2022: £853,535) are secured against the assets and trademarks of the group, payable within one year.

Page 37

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

17.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
1,116,163
2,146,465
1,116,163
2,146,465

1,116,163
2,146,465
1,116,163
2,146,465


Bank loans of £1,116,163 (2022: £2,146,465) are secured against the assets and trademarks of the group, payable in more than one year.


18.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due within one year

Bank loans
1,030,302
853,535
1,030,302
853,535


1,030,302
853,535
1,030,302
853,535

Amounts falling due 1-2 years

Bank loans
1,116,163
1,030,303
1,116,163
1,030,303


1,116,163
1,030,303
1,116,163
1,030,303

Amounts falling due 2-5 years

Bank loans
-
1,116,162
-
1,116,162


-
1,116,162
-
1,116,162


2,146,465
3,000,000
2,146,465
3,000,000


Page 38

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

19.


Deferred taxation


Group



2023


£






Credited to profit or loss
1,697,694



At end of year
1,697,694

Company


2023


£






Credited to profit or loss
1,697,694



At end of year
1,697,694

Group
Company
2023
2023
£
£

Tax losses carried forward
1,697,694
1,697,694

1,697,694
1,697,694


20.


Share capital

2023
Unaudited 2022
£
£
Allotted, called up and fully paid



7,100,000 (2022 - 5,200,000) Ordinary Shares shares of £0.00001 each
71
52
2,300,000 (2022 - 2,300,000) Ordinary A shares shares of £0.00001 each
23
23
6,684,000 (2022 - 6,700,000) Ordinary B Shares shares of £0.00001 each
67
67
1,310,615 (2022 - ) Ordinary C Shares shares of £0.00001 each
13
-
4,808,279 (2022 - 4,800,000) Deferred Shares shares of £0.00001 each
48
48

222

190


Page 39

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

20.Share capital (continued)

The share capital of the company consists of fully paid ordinary shares of £0.00001 under five share classes, Ordinary shares, Ordinary A, Ordinary B, Ordinary C and deferred shares.
During the year, the company issued 1,310,615 Class C Share and 1 Class B ordinary shares of £0.00001 for £7.63 per share realising £10,001,127. The company also issued 1,827,107 ordinary shares of £0.00001 at par.

The shares issued during the year have full rights regarding voting, payment of dividends and distributions.


21.


Reserves

Share premium account

Share premium represents the amount of shares in issue, above par value, that have been authorised and fully paid.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.


22.


Share based payments

The company originated a long-term share option-based incentive programme for management and staff in 2019. The Company’s remuneration committee has awarded share options to employees with certain performance conditions. Should the performance conditions be met then the options will vest at the end of each designated period. The fair value of the options on the grant date was calculated on the basis of the market price of the Company’s shares on the grant date.
During the year, an expense in relation to the share based payment scheme of £8,808 (2022: £8,808) was recognised.

Page 40

 
MR & MRS OLIVER LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

23.


Prior year adjustment

The prior year financial statements have been restated for various errors noted by the directors during the year:
Administration expenses
There was a prior year adjustment made in respect of the product pricing subsidy of £1,124,234. This was included as revenue received from Skin + Me Ltd, a company part of the group.
Share based payments
There was a prior year adjustment made in respect of a share based payment expense of £8,808. 
Reserves
There was also an adjustment made to the reserves of Mr & Mrs Oliver Ltd in the year ended 2021. This adjustment was to process the share based payment expense of £157,640 which decreased the 2021 reserves. 
The total impact on the reserves in the prior year as a result of the adjustments was £1,290,682 which increased reserves.


24.


Pension commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £42,940 (2022: £29,804). Contributions totaling £9,924 (2022: £6,646) were payable to the fund at the balance sheet date.


25.


Commitments under operating leases

At 31 August 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:




26.


Related party transactions

There were no related party transactions through the year requiring disclosure in these financial statements.


27.


Ultimate controlling party

There is no ultimate controlling party. 

Page 41