Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31No description of principal activityfalsefalse2022-12-0800falsetrueThe members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006. 14528862 2022-12-07 14528862 2022-12-08 2023-12-31 14528862 2022-01-01 2022-12-07 14528862 2023-12-31 14528862 1 2022-12-08 2023-12-31 14528862 d:Director1 2022-12-08 2023-12-31 14528862 c:CurrentFinancialInstruments 2023-12-31 14528862 c:CurrentFinancialInstruments c:WithinOneYear 2023-12-31 14528862 c:RetainedEarningsAccumulatedLosses 2023-12-31 14528862 d:FRS102 2022-12-08 2023-12-31 14528862 d:AuditExemptWithAccountantsReport 2022-12-08 2023-12-31 14528862 d:FullAccounts 2022-12-08 2023-12-31 14528862 d:PrivateLimitedCompanyLtd 2022-12-08 2023-12-31 14528862 6 2022-12-08 2023-12-31 14528862 e:PoundSterling 2022-12-08 2023-12-31 iso4217:GBP xbrli:pure

Registered number: 14528862









COSMIC CIRCLES LTD







UNAUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE PERIOD ENDED 31 DECEMBER 2023

 
COSMIC CIRCLES LTD
 
 
  
CHARTERED ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF COSMIC CIRCLES LTD
FOR THE PERIOD ENDED 31 DECEMBER 2023

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Cosmic Circles Ltd for the period ended 31 December 2023 which comprise  the Balance Sheet and the related notes from the Company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW)we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com /regulation.

This report is made solely to the Board of Directors of Cosmic Circles Ltd, as a body, in accordance with the terms of our engagement letter dated 9 May 2024Our work has been undertaken solely to prepare for your approval the financial statements of Cosmic Circles Ltd  and state those matters that we have agreed to state to the Board of Directors of Cosmic Circles Ltd, as a body, in this report in accordance with ICAEW Technical Release TECH07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Cosmic Circles Ltd and its Board of Directors, as a body, for our work or for this report. 

It is your duty to ensure that Cosmic Circles Ltd has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Cosmic Circles Ltd. You consider that Cosmic Circles Ltd is exempt from the statutory audit requirement for the period.

We have not been instructed to carry out an audit or review of the financial statements of Cosmic Circles Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

  



Donald Reid Limited
 
20 King Street
Maidenhead
Berkshire
SL6 1DT
30 August 2024
Page 1

 
COSMIC CIRCLES LTD
REGISTERED NUMBER: 14528862

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
Note
£

  

  

Creditors: amounts falling due within one year
 6 
(170,216)

Net current (liabilities)/assets
  
 
 
(170,216)

Total assets less current liabilities
  
(170,216)

  

Net (liabilities)/assets
  
(170,216)


Capital and reserves
  

Profit and loss account
  
(170,216)

  
(170,216)


The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the period in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 August 2024.




P C Hodgins
Director

The notes on pages 3 to 6 form part of these financial statements.

Page 2

 
COSMIC CIRCLES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


General information

Cosmic Circles Ltd is a private company limited by shares. The company was incorporated in the United Kingdom and is registered in England and Wales. The company registration number is 14528862. The company's registered office is 38 - 43, Lincoln's Inn Fields, London, United Kingdom, WC2A 3PE.

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 Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The following principal accounting policies have been applied:

 
2.2

Going concern

At the year end, the Company had net liabilities of £170,216 principally arising due to costs incurred due to the Lush investment as detailed in note 5.
The Company’s directors, having assessed the availability of funding across the group companies based on their forecasts for at least 12 months from the date of signing of these accounts, have concluded that they have a reasonable expectation that the Company will be able to obtain sufficient funding through intercompany arrangements or other means within the group to continue in operational existence for at least twelve months from the date of approval of these financial statements.

 
2.3

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Income and Retained Earnings for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.4

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.

Page 3

 
COSMIC CIRCLES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company’s accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not apparent from other sources. The estimates and assumptions are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
Critical accounting judgements
In applying the Company’s accounting policies, management has made the following judgements, which have the most significant effect on the consolidated financial statements.
Recognition and derecognition of investment in Lush and presentation in the financial statements
In determining the derecognition of the Company’s investment in Lush and its presentation in these financial statements the directors of the Company exercised judgement in considering the circumstances in relation to the Company’s investment in Lush. In particular:
• in determining that the investment ceased to meet the definition of an asset in the period because it ceased to be a resource controlled by the Company from which future economic benefits were expected to flow to the Company; and  
• in considering whether the consequent implementation of the share capital reduction, shareholder and court approvals for which were both forthcoming prior to the approval of these financial statements, was an adjusting post balance sheet event.
In arriving at this judgement the directors of the Company considered the criteria for derecognition of an asset set out in para 5.26 of the Conceptual Framework for Financial Reporting and the examples of adjusting post balance sheet events set out in paragraphs 8 and 9 of IAS 10. 
See note 5 for further details. 


4.


Employees

The Company has no employees other than the directors, who did not receive any remuneration.

Page 4

 
COSMIC CIRCLES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

5.


Fixed asset investments





Other fixed asset investments

£





Additions
216,802,001


Disposals
(216,802,001)



At 31 December 2023
-




Other fixed asset investments - investment in Lush 
By executed stock transfer forms dated 15 December 2022, the Company, acquired 1,808 shares in Cosmetic Warriors Limited and 1,808 shares in Lush Cosmetics Limited (together the ‘Lush companies’), representing approximately 19.8% of the issued capital of the Lush companies from Andrew Gerrie and Alison Hawksley’s Consideration for the transfer to the Company was £216,802,001, satisfied by the allotment and issue credited as fully paid up 228,212,632 ordinary shares in the parent company Siverwood Brands PLC ('Silverwood') at a price equal to the closing price on AQUIS Growth Market the last business day prior to the date of the agreement to sell and purchase, such price being determined to be 95 pence per share.
On 15 December 2022 the Company and Andrew Gerrie and Alison Hawksley entered into a deed of grant of power of contractual control (‘the deed’) over the shares in the Lush companies. The deed sought to have effect until such time as the Company was registered as the holder of the shares by the Lush companies.  The directors of the Lush companies disputed that the deed had any effect. 
On 9 October 2023 Silverwood announced that it had decided to withdraw the request that Lush companies register the transfers of the shares in the Lush companies to the Company and not to argue that the Company was entitled to be registered as the holder of those shares on 15 December 2022 to acquire the investment in Lush. 
On 9 January 2024 a settlement deed was executed, affective from 31 December 2023, between Andrew Gerrie and Allison Hawkesley, the Company and Silverwood. Under the terms of the agreement the parties had each concluded that they should not defend the proceedings instigated by Lush and they acknowledged and agreed that, notwithstanding previous actions, Andrew Gerrie and Alison Hawkesley remain (and have at all material times been) the owners of the legal and beneficial title to the shares in the Lush companies and that the attempted transfer did not transfer any legal or beneficial interest in the shares in the Lush companies to the Company or Silverwood. The parties also concluded and acknowledged and agreed that the deed of grant and the powers of control over the shares in the Lush companies are of no legal effect and that the parties had agreed to take steps to unwind the issue and allotment of the shares in Silverwood issued in consideration for the purchase of the Lush investment.
 
On 20 February 2024 a shareholder circular was issued proposing a reduction of Silverwood’s share capital through the cancellation of the 228,212,632 ordinary shares of 10p each in Silverwood issued pursuant to the Company's acquisition of a 19.8% stake in each of the Lush companies. On 8 March 2024 Silverwood announced that the resolution to approve the capital reduction was duly passed at a General Meeting held on that date. On 16 April 2024 confirmation was received from the Court of the capital reduction, in the form of the cancellation of the share premium account and the consideration shares, and on 30 April 2024 the capital reduction was registered at Companies House.
 
Page 5

 
COSMIC CIRCLES LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
The directors of the Company consider that the criteria for derecognition of an asset set out in para 5.26 of the Conceptual Framework for Financial Reporting and, accordingly, the Lush investment has been derecognised in these financial statements because the Company no longer controlled the investment at the reporting date. 


6.


Creditors: Amounts falling due within one year

2023
£

Amounts owed to group undertakings
170,216

170,216



7.


Related party transactions

The company has taken advantage of the exemption of Section 33 Related Party Disclosures from
disclosing transactions with other members of the group.


8.


Post balance sheet events

Lush Transaction
A settlement agreement between the Company, Silverwood, Andrew Gerrie, and Alison Hawksley following the decision to unwind the Lush transaction was announced on 10 January, 2024. The unwind of the Lush transaction was completed on 30 April, 2024. 


9.


Controlling party

The ultimate controlling party is Silverwood Brands PLC, a company incorporated in the United Kingdom.
The registered address of Silverwood Brands PLC is 2nd Floor 38-43 Lincoln's Inn Fields, London, England, WC2A 3PE.

 
Page 6