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REGISTERED NUMBER: 02251430 (England and Wales)


















GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

UPPER CANADA UK LIMITED

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 5

Consolidated Income Statement 8

Consolidated Other Comprehensive Income 9

Consolidated Balance Sheet 10

Company Balance Sheet 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Cash Flow Statement 14

Notes to the Consolidated Financial Statements 15


UPPER CANADA UK LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2023







DIRECTORS: S G Flatt
J B Flatt
B P Andrews



REGISTERED OFFICE: Studio 10.1.1
The Leathermarket
Weston Street
London
SE1 3ER



REGISTERED NUMBER: 02251430 (England and Wales)



SENIOR STATUTORY AUDITOR: Andrew Green LLB FCA



AUDITORS: THP Limited
Chartered Accountants
and Statutory Auditors
34-40 High Street
Wanstead
London
E11 2RJ

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023


The directors present their strategic report of the company and the group for the year ended 31 December 2023.

REVIEW OF BUSINESS
The Directors are pleased to report that the following the successful integration of the Vintage Cosmetic Company trade into the business following its purchase in 2022, the enlarged group is able to report revenue of £18,782,441, operating profits of £2,338,635 and a profit before tax of £2,170,465.

The comparative profit and loss figures include 2 months of the full group results following the acquisition in October 2022 and are not comparable.

2023 shows a positive position of the business with growth in all territories over the previous year. The acquisition of The Vintage Cosmetic company in Q3 2022 meant 2023 provided us a full year of business and the brand showed incremental growth, mainly through US and UK markets.

We continue to focus on a split strategy of both volume and margin accretive growth in the business, this will be vitally important to maintain to ensure long term success and the ongoing sustainability of the business.

Our US business was very positive, driven by the introduction of the Vintage brand, this is all through direct retailer relationships that were transitioned over successfully as part of the acquisition.

Our UK business performed well, once again showing growth through our Danielle brand, this did offset some decline in our other brands as we see the UK high street continuing to be a challenge through the cost-of-living crisis.

Through the set up on our Dutch subsidiary, to help with EU trading post Brexit, our European business is in growth through direct retailer relationships, distributors and independents, we fully expect this to continue to grow and accelerate moving forward.

We are pleased with the growth in both sales and profit, whilst continuing to at least maintain, if not grow, gross margin year on year.

The Group's key performance indicators are as follows:

2023 2022

Turnover £18,782,441 £10,111,277

Gross Profit Margin 34.08% 30.79%

Operating profit £2,338,635 £371,809

The net assets of the group were £7,420,175 (2022: £5,816,855) at the balance sheet date, reflecting its solid position from a solvency and liquidity point of view.


UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

PRINCIPAL RISKS AND UNCERTAINTIES
The management of the business and the nature of the group's strategy are subject to a number of risks.

The Directors have set out below the principal risks facing the business.

The Directors are of the opinion that a thorough risk management process is adopted which involves a formal review of all risks identified below. Where possible, processes are in place to mitigate such risks.

Economic downturn
A key factor in the success of the business is consumer spending. In response to this continuous risk, senior management aim to keep abreast of economic conditions. In cases of severe economic downturn, marketing and pricing strategies will be modified to reflect the new market conditions.

Inflation and the cost of living crisis
Global inflationary pressures that have arisen following the outbreak of the war in Ukraine continue to represent the largest risk to the business. These pressures are seen most clearly in relation to:

Price inflation
The Group assesses the risks that costs inflation may bring with the aim to mitigate future threats this may have on the business.

Wage cost inflation
The Group is affected by wage cost inflation and pressures within the labour market. The Group monitors the market to ensure complete compliance with labour market regulations, and maintains employment policies, remuneration and benefits packages that are designed to be competitive with other companies, as well as providing employees with fulfilling career opportunities.

Supply Chain and Freight Costs
Delays in the delivery of products and increases in freight costs, however caused, can have a detrimental impact on the costs of goods and can negatively impact on margins. The Directors monitor this key cost and to find ways to where possible, to mitigate any significant increases.

Competition
The market in which the Group operates is highly competitive. As a result, the Group is subject to a high level of price sensitivities in its consumer-led market. Policies of assessing our pricing strategy and ongoing market research are in place to mitigate such risks.

Brexit
The main area where Brexit impacted the group relate to added costs and administration of the import of goods for resale. The group has mitigated part of this risk by incorporating an entity in Holland in order to receive goods direct from China to service European customers.

ON BEHALF OF THE BOARD:





S G Flatt - Director


18 September 2024

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2023


The directors present their report with the financial statements of the company and the group for the year ended 31 December 2023.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of importers and wholesalers of toiletries, travel accessories and gifts.

On 14 October 2022 the company purchased the entire issued share capital of The Vintage Cosmetic Company Limited for a total consideration of £5,612,012 (including fees and deferred consideration).

On 1 January 2023 the trade and assets of The Vintage Cosmetic Company Limited were hived up into the Company.

DIVIDENDS
There were no dividends paid during the current or preceding year.

FUTURE DEVELOPMENTS
The Directors are confident that continued focus on the key management policies will strengthen the financial position of the Group during the ensuing period and enable it to capitalise on opportunities as they arise.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

S G Flatt
J B Flatt
B P Andrews

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 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 and then apply them consistently;
- make judgements 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 company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, THP Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





S G Flatt - Director


18 September 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
UPPER CANADA UK LIMITED


Opinion
We have audited the financial statements of Upper Canada UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement 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 of the parent company affairs as at 31 December 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 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 Auditors' 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 group's and 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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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. We have nothing to report in this regard.

Opinions on other matters 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
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 Report of the Directors.

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
UPPER CANADA UK LIMITED


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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.

Auditors' 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 a Report of the Auditors 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.

The extent to which the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the group through discussions with directors and other management, and from our commercial knowledge and experience of the sector in which the group operates;
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental, goods import and health and safety legislation;
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:
- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and
- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
- agreeing financial statement disclosures to underlying supporting documentation;
- enquiring of management as to actual and potential litigation and claims; and
- reviewing correspondence with HMRC and any other relevant regulators as required.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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 Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
UPPER CANADA UK LIMITED


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 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 a Report of the Auditors 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.




Andrew Green LLB FCA (Senior Statutory Auditor)
for and on behalf of THP Limited
Chartered Accountants
and Statutory Auditors
34-40 High Street
Wanstead
London
E11 2RJ

18 September 2024

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
Notes £    £    £    £   

TURNOVER 3 18,782,441 10,111,277

Cost of sales 12,380,699 6,998,395
GROSS PROFIT 6,401,742 3,112,882

Distribution costs 546,607 441,961
Administrative expenses 3,516,500 2,299,112
4,063,107 2,741,073
OPERATING PROFIT 5 2,338,635 371,809

Exceptional (losses)/gains on foreign
currency

6

(168,170

)

235,053
2,170,465 606,862


Interest payable and similar expenses 7 4,789 127
PROFIT BEFORE TAXATION 2,165,676 606,735

Tax on profit 8 518,884 121,823
PROFIT FOR THE FINANCIAL YEAR 1,646,792 484,912
Profit attributable to:
Owners of the parent 1,646,792 484,912

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
Notes £    £   

PROFIT FOR THE YEAR 1,646,792 484,912


OTHER COMPREHENSIVE INCOME
Exchange difference (43,472 ) -
Income tax relating to other comprehensive
income

-

-

OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

(43,472

)

-
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

1,603,320

484,912

Total comprehensive income attributable to:
Owners of the parent 1,603,320 484,912

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

CONSOLIDATED BALANCE SHEET
31 DECEMBER 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 4,533,823 4,806,690
Tangible assets 11 12,471 16,172
Investments 12 - -
4,546,294 4,822,862

CURRENT ASSETS
Stocks 13 1,864,473 2,941,644
Debtors 14 5,019,230 3,747,507
Cash at bank 2,021,820 3,135,335
8,905,523 9,824,486
CREDITORS
Amounts falling due within one year 15 4,646,352 6,708,106
NET CURRENT ASSETS 4,259,171 3,116,380
TOTAL ASSETS LESS CURRENT
LIABILITIES

8,805,465

7,939,242

CREDITORS
Amounts falling due after more than one
year

16

1,385,290

2,122,387
NET ASSETS 7,420,175 5,816,855

CAPITAL AND RESERVES
Called up share capital 19 350,938 350,938
Other reserves 20 (43,472 ) -
Retained earnings 20 7,112,709 5,465,917
SHAREHOLDERS' FUNDS 7,420,175 5,816,855

The financial statements were approved by the Board of Directors and authorised for issue on 18 September 2024 and were signed on its behalf by:




S G Flatt - Director



B P Andrews - Director


UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

COMPANY BALANCE SHEET
31 DECEMBER 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 4,533,823 935,172
Tangible assets 11 12,471 10,079
Investments 12 1,360,610 5,612,112
5,906,904 6,557,363

CURRENT ASSETS
Stocks 13 1,864,473 1,448,007
Debtors 14 4,688,808 3,584,613
Cash at bank 2,015,944 2,317,780
8,569,225 7,350,400
CREDITORS
Amounts falling due within one year 15 5,998,549 6,068,321
NET CURRENT ASSETS 2,570,676 1,282,079
TOTAL ASSETS LESS CURRENT
LIABILITIES

8,477,580

7,839,442

CREDITORS
Amounts falling due after more than one
year

16

1,385,290

2,122,387
NET ASSETS 7,092,290 5,717,055

CAPITAL AND RESERVES
Called up share capital 19 350,938 350,938
Retained earnings 20 6,741,352 5,366,117
SHAREHOLDERS' FUNDS 7,092,290 5,717,055

Company's profit for the financial year 1,375,235 385,112

The financial statements were approved by the Board of Directors and authorised for issue on 18 September 2024 and were signed on its behalf by:





S G Flatt - Director


UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

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

Called up
share Retained Other Total
capital earnings reserves equity
£    £    £    £   
Balance at 1 January 2022 350,938 4,981,005 - 5,331,943

Changes in equity
Total comprehensive income - 484,912 - 484,912
Balance at 31 December 2022 350,938 5,465,917 - 5,816,855

Changes in equity
Total comprehensive income - 1,646,792 (43,472 ) 1,603,320
Balance at 31 December 2023 350,938 7,112,709 (43,472 ) 7,420,175

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

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

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2022 350,938 4,981,005 5,331,943

Changes in equity
Total comprehensive income - 385,112 385,112
Balance at 31 December 2022 350,938 5,366,117 5,717,055

Changes in equity
Total comprehensive income - 1,375,235 1,375,235
Balance at 31 December 2023 350,938 6,741,352 7,092,290

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
Notes £    £   
Cash flows from operating activities
Cash generated from operations 23 114,792 311,851
Interest paid (4,789 ) (127 )
Movement in FX reserve (43,472 ) -
Tax paid (535,533 ) (156,123 )
Net cash from operating activities (469,002 ) 155,601

Cash flows from investing activities
Purchase of intangible fixed assets - (2,100 )
Purchase of tangible fixed assets (10,355 ) (10,372 )
Sale of intangible fixed assets 2,939 -
Purchase of subsidiary - deferred (637,097 ) (1,572,071 )
Net cash from investing activities (644,513 ) (1,584,543 )

Decrease in cash and cash equivalents (1,113,515 ) (1,428,942 )
Cash and cash equivalents at beginning
of year

24

3,135,335

4,564,277

Cash and cash equivalents at end of
year

24

2,021,820

3,135,335

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


1. STATUTORY INFORMATION

Upper Canada UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation
The Group consolidated financial statements include the financial statements of the Company and its subsidiaries, all of whom are 100% owned, made up to the same period end date. All accounting policies as detailed below are applied consistently across the Group.

The parent company has taken the exemption under FRS102 from presenting its own cash flow statement.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover
Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied, net of returns, discounts and value added taxes.

Revenue is recognised when the significant risks and rewards of the goods have passed to the customer, which on deliveries is typically the point where goods are delivered to and accepted by the customer.

Goodwill
Business combinations, other than group reconstructions, are accounted for by applying the purchase method. A business combination is defined as the bringing together of separate entities or businesses into one reporting entity.

The cost of a business combination is the fair value of the consideration given and liabilities incurred plus directly attributable costs. Goodwill, recognised at the point of purchase, represents the excess of the fair value of the consideration given over the fair values of the Group's interest in the identifiable net assets, liabilities and contingent liabilities acquired.

Goodwill on the acquisition of a businesses in 2017 and 2022 is being amortised over its estimated useful life of twenty years.

Goodwill on the acquisition of brands in 2020 is being amortised over its estimated useful life of ten years.

Trademarks
Amortisation is calculated so as to write off the cost of an asset, less estimated residual value, over the useful economic life of that asset as follows:

Trademarks - 5% per annum


Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Improvements to property - 20% on cost
Plant and machinery - 50% on cost and 25% on cost
Office Equipment - 33% on cost

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

Stocks
Stock is stated at the lower of cost and selling price less costs to complete and sell, after making due allowance for obsolete and slow moving items. Stocks are recognized as an expense in the period in which the related revenue is recognized.

Cost is determined on an average cost basis. Cost includes the purchase price, including taxes and duties, transport and all other costs directly attributable to bringing the stock to its present location and condition.

At the year end, the basis on which provision is made for stock was changed from a stock category method to a provision based on ageing. This resulted in a reduction in the provision of £245,251.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

2023 2022
£    £   
United Kingdom 8,459,867 4,554,257
Europe 751,115 404,353
United States of America 8,508,174 4,580,262
Rest of world 1,063,285 572,405
18,782,441 10,111,277

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


4. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 2,014,162 1,957,301
Social security costs 244,749 241,700
Other pension costs 51,112 72,537
2,310,023 2,271,538

The average number of employees during the year was as follows:
2023 2022

Sales 11 14
Product development 17 21
Operations and finance 12 10
40 45

The average number of employees by undertakings that were proportionately consolidated during the year was 40 (2022 - 45 ) .

2023 2022
£    £   
Directors' remuneration 257,400 242,200
Directors' pension contributions to money purchase schemes 7,875 7,313

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1 1

Information regarding the highest paid director is as follows:
2023 2022
£    £   
Emoluments etc 257,400 213,200
Pension contributions to money purchase schemes 7,875 7,313

The Directors are considered to be the key management for the purposes of disclosure under FRS102.

5. OPERATING PROFIT

The operating profit is stated after charging:

2023 2022
£    £   
Other operating leases 155,374 164,289
Depreciation - owned assets 14,055 22,576
Goodwill amortisation 269,228 75,870
Trademarks amortisation 700 1,051
Auditors' remuneration 23,500 19,500
Foreign exchange differences 97,666 51,709

6. EXCEPTIONAL ITEMS
2023 2022
£    £   
Exceptional (losses)/gains on foreign currency (168,170 ) 235,053

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


7. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Bank loan interest - 127
Inland Revenue interest 4,789 -
4,789 127

8. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2023 2022
£    £   
Current tax:
UK corporation tax 518,884 121,823
Tax on profit 518,884 121,823

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£    £   
Profit before tax 2,165,676 606,735
Profit multiplied by the standard rate of corporation tax in the UK of
23.500 % (2022 - 19 %)

508,934

115,280

Effects of:
Depreciation in excess of capital allowances 63,946 6,543
Tax rate 443 -
Other timing differences (54,439 ) -
Total tax charge 518,884 121,823

Tax effects relating to effects of other comprehensive income

2023
Gross Tax Net
£    £    £   
Exchange difference (43,472 ) - (43,472 )

9. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


10. INTANGIBLE FIXED ASSETS

Group
Goodwill Trademarks Totals
£    £    £   
COST
At 1 January 2023 5,181,562 143,075 5,324,637
Disposals (2,939 ) - (2,939 )
At 31 December 2023 5,178,623 143,075 5,321,698
AMORTISATION
At 1 January 2023 376,272 141,675 517,947
Amortisation for year 269,228 700 269,928
At 31 December 2023 645,500 142,375 787,875
NET BOOK VALUE
At 31 December 2023 4,533,123 700 4,533,823
At 31 December 2022 4,805,290 1,400 4,806,690

Company
Goodwill Trademarks Totals
£    £    £   
COST
At 1 January 2023 1,311,444 93,420 1,404,864
Acquired on hive up 3,867,179 1,400 3,868,579
At 31 December 2023 5,178,623 94,820 5,273,443
AMORTISATION
At 1 January 2023 376,272 93,420 469,692
Amortisation for year 269,228 700 269,928
At 31 December 2023 645,500 94,120 739,620
NET BOOK VALUE
At 31 December 2023 4,533,123 700 4,533,823
At 31 December 2022 935,172 - 935,172

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


11. TANGIBLE FIXED ASSETS

Group
Improvements Fixtures
to Plant and and Office
property machinery fittings Equipment Totals
£    £    £    £    £   
COST
At 1 January 2023 6,092 21,636 9,530 67,378 104,636
Additions - - - 10,355 10,355
Disposals - (6,705 ) - - (6,705 )
Transfer - (6,093 ) - 6,092 (1 )
At 31 December 2023 6,092 8,838 9,530 83,825 108,285
DEPRECIATION
At 1 January 2023 6,092 15,543 9,530 57,299 88,464
Charge for year - - - 14,055 14,055
Eliminated on disposal - (6,705 ) - - (6,705 )
At 31 December 2023 6,092 8,838 9,530 71,354 95,814
NET BOOK VALUE
At 31 December 2023 - - - 12,471 12,471
At 31 December 2022 - 6,093 - 10,079 16,172

Company
Fixtures
Plant and and Office
machinery fittings Equipment Totals
£    £    £    £   
COST
At 1 January 2023 6,705 9,530 67,378 83,613
Additions - - 10,355 10,355
Disposals (6,705 ) - - (6,705 )
Transfer - - 6,092 6,092
At 31 December 2023 - 9,530 83,825 93,355
DEPRECIATION
At 1 January 2023 6,705 9,530 57,299 73,534
Charge for year - - 14,055 14,055
Eliminated on disposal (6,705 ) - - (6,705 )
At 31 December 2023 - 9,530 71,354 80,884
NET BOOK VALUE
At 31 December 2023 - - 12,471 12,471
At 31 December 2022 - - 10,079 10,079

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 January 2023 5,612,112
Additions 1
Disposals (2,939 )
Hive up (4,248,564 )
At 31 December 2023 1,360,610
NET BOOK VALUE
At 31 December 2023 1,360,610
At 31 December 2022 5,612,112

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Aroma Home Limited
Registered office: Unit 10.1.1, The Leathermarket, Weston Street, London, SE1 3ER
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

This company was dissolved on 23 January 2024.

The Vintage Cosmetic Company Limited
Registered office: Unit 10.1.1, The Leathermarket, Weston Street, London, SE1 3ER
Nature of business: Wholesale of cosmetic and hair products
%
Class of shares: holding
Ordinary 100.00

The trade and assets of The Vintage Cosmetic Company Limited were hived up into the parent company on 1 January 2023 and it was dormant from that date.

The Vintage Cosmetic Company LLC
Registered office: To advise
Nature of business: Wholesale of cosmetic and hair products
%
Class of shares: holding
Ordinary 100.00


13. STOCKS

Group Company
2023 2022 2023 2022
£    £    £    £   
Stocks 1,864,473 2,941,644 1,864,473 1,448,007

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Trade debtors 4,201,868 3,354,664 3,906,932 1,924,464
Amounts owed by group undertakings - - 24,356 1,334,448
Prepayments and accrued income 817,362 392,843 757,520 325,701
5,019,230 3,747,507 4,688,808 3,584,613

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Trade creditors 1,133,217 589,111 837,652 381,026
Amounts owed to group undertakings 1,481,939 4,108,616 3,106,157 4,108,617
Corporation tax 149,200 165,849 149,200 109,244
Social security and other taxes 57,145 61,280 57,145 49,412
VAT 183,572 285,481 183,572 260,226
Other creditors 1,199,638 1,110,023 1,223,994 1,110,023
Accruals and deferred income 441,641 387,746 440,829 49,773
4,646,352 6,708,106 5,998,549 6,068,321

Included within other creditors is an amount of £2,585,890 (2022 : ££3,222,387) in respect of the deferred
consideration due on the purchase of The Vintage Cosmetic Company Limited. £1,200,000 (2022 :
£1,100,000) of this balance is shown within creditors due in less than one year and the balance is shown
within creditors due after one year.

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Other creditors 1,385,290 2,122,387 1,385,290 2,122,387

17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
2023 2022
£    £   
Within one year 116,320 508,581
Between one and five years 247,398 -
363,718 508,581

The above commitments relate to the office premises in London. In the prior year, the figures included 3rd party warehouses premises previously rented by The Vintage Cosmetic Company Limited.

Company
Non-cancellable operating leases
2023 2022
£    £   
Within one year 116,320 101,063
Between one and five years 247,398 -
363,718 101,063

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


18. SECURED DEBTS

The Group's principal bankers hold a fixed and floating charge over all of the assets of the Company in
respect of any obligations the Group has to the bank. At the year end there were no such obligations.

19. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
350,938 Ordinary shares 1 350,938 350,938

20. RESERVES

Group
Retained Other
earnings reserves Totals
£    £    £   

At 1 January 2023 5,465,917 - 5,465,917
Profit for the year 1,646,792 1,646,792
Exchange difference arising on
consolidation - (43,472 ) (43,472 )
At 31 December 2023 7,112,709 (43,472 ) 7,069,237

Company
Retained
earnings
£   

At 1 January 2023 5,366,117
Profit for the year 1,375,235
At 31 December 2023 6,741,352


21. RELATED PARTY DISCLOSURES

During the year the group re-charged its parent company costs of £nil (2022: £449,720) in relation to
operating expenses incurred on its behalf.

At the balance sheet date the company had the followed balances with related parties:
Upper Canada Soap & Candle Makers Incorporated (parent company) Creditor £1,481,939 (2022:
£4,108,616).

22. ULTIMATE CONTROLLING PARTY

The immediate parent company is Upper Canada Soap & Candle Makers Incorporated (incorporated in Canada and registered office at 5875 Chedworth Way Mississauga, ON L5R 3L9). The ultimate parent company is CVI Canada Incorporated, who are also incorporated in Canada and registered at the same address.

The immediate and ultimate parent companies are not required to prepare consolidated accounts.

The ultimate controlling party is S G Flatt.

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


23. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
2023 2022
£    £   
Profit before taxation 2,165,676 606,735
Depreciation charges 283,983 99,497
Finance costs 4,789 127
2,454,448 706,359
Decrease/(increase) in stocks 1,077,170 (665,230 )
(Increase)/decrease in trade and other debtors (1,271,723 ) 33,157
(Decrease)/increase in trade and other creditors (2,145,103 ) 237,565
Cash generated from operations 114,792 311,851

24. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 2,021,820 3,135,335
Year ended 31 December 2022
31.12.22 1.1.22
£    £   
Cash and cash equivalents 3,135,335 4,564,277


25. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.23 Cash flow At 31.12.23
£    £    £   
Net cash
Cash at bank 3,135,335 (1,113,515 ) 2,021,820
3,135,335 (1,113,515 ) 2,021,820
Total 3,135,335 (1,113,515 ) 2,021,820