REGISTERED NUMBER: |
Financial Statements |
for the Year Ended 31 December 2023 |
for |
IL MAKIAGE GB LTD |
REGISTERED NUMBER: |
Financial Statements |
for the Year Ended 31 December 2023 |
for |
IL MAKIAGE GB LTD |
IL MAKIAGE GB LTD (Registered number: 12116806) |
Contents of the Financial Statements |
for the year ended 31 December 2023 |
Page |
Company Information | 1 |
Balance Sheet | 2 |
Notes to the Financial Statements | 3 |
IL MAKIAGE GB LTD |
Company Information |
for the year ended 31 December 2023 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors & |
Chartered Accountants |
1-2 Charterhouse Mews |
London |
EC1M 6BB |
BANKERS: |
London Branch |
25 Bank Street |
London |
E14 5JP |
IL MAKIAGE GB LTD (Registered number: 12116806) |
Balance Sheet |
31 December 2023 |
31.12.23 | 31.12.22 |
Notes | $ | $ |
CURRENT ASSETS |
Debtors | 5 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 6 | ( |
) | ( |
) |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital |
Other reserves |
Retained earnings | ( |
) |
The financial statements were approved by the director and authorised for issue on |
IL MAKIAGE GB LTD (Registered number: 12116806) |
Notes to the Financial Statements |
for the year ended 31 December 2023 |
1. | STATUTORY INFORMATION |
IL MAKIAGE GB LTD is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements are prepared in dollars, which is the functional currency of the company. Monetary amounts in the financial statements are rounded to the nearest $. |
Change in Functional and Presentational Currency: |
During the year ended 31 December 2023, the Company changed its functional and presentational currency from GBP Sterling to USD. This change was made to better reflect the economic environment in which the Company operates, as the majority of its transactions are now denominated in USD. This change was effective on 1 January 2023 |
The financial statements for the year ended 31 December 2023 have been presented in USD. Comparative figures for the year ended 31 December 2022 have been translated from GBP to USD using the exchange rate at the date of the change (1 January 2023). |
Exchange Rates Used: |
The exchange rate at 1 January 2023: 1 GBP = 1.2062 USD |
The average exchange rate for 1 January 2022 to 31 December 2022: 1 GBP = 1.2495 USD |
Comparative figures have been translated as follows: |
Assets and liabilities were translated at the exchange rate at 1 January 2023. |
Income and expenses were translated at the average exchange rate for the year ended 31 December 2022. Any differences in retained earnings have been reflected as a foreign exchange expense. |
Going Concern |
The financial statements have been prepared on a going concern basis. The Directors have assessed the Company’s ability to continue as a going concern and have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. |
Significant judgements and estimates |
The director considers it appropriate to prepare the financial statements on a going concern basis. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the 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. |
IL MAKIAGE GB LTD (Registered number: 12116806) |
Notes to the Financial Statements - continued |
for the year ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
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 dollars at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into dollars at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Cash and cash equivalents |
Cash and cash equivalents include cash in hand and short-term deposits, with a maturity of less than three months, held with banks. |
Trade and other receivables |
Trade and other receivables are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would me immaterial, in which case they are stated at cost. |
Trade and other creditors |
Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would me immaterial, in which case they are stated at cost. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
4. | AUDITORS' REMUNERATION |
31.12.23 | 31.12.22 |
$ | $ |
Fees payable to the company's auditors for the audit of the company's financial statements |
7,459 |
7,497 |
5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.23 | 31.12.22 |
$ | $ |
Amounts owed by group undertakings |
Other debtors |
IL MAKIAGE GB LTD (Registered number: 12116806) |
Notes to the Financial Statements - continued |
for the year ended 31 December 2023 |
6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.23 | 31.12.22 |
$ | $ |
Trade creditors |
Amounts owed to group undertakings |
Taxation and social security |
Other creditors |
7. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
The Report of the Auditors was unqualified. |
for and on behalf of |
8. | RELATED PARTY DISCLOSURES |
At the balance sheet date, included within amounts owed by group undertakings, is an amount of $13,732,720 (2022: $3,314,804), due from Oddity Tech Limited, the ultimate parent company. |
Included in the above, is an amount of $5,690,956 (2022: $3,974,417) due from the ultimate parent company relating to transfer pricing. |
At the balance sheet date, also included within amounts owed to group undertakings, is an amount of $13,807,147 (2022: $-21,780), due from IM PRO MAKEUP N.Y LP, a related group entity. |
The above amounts are interest free and repayable on demand with no repayment terms. |
9. | ULTIMATE CONTROLLING PARTY |
The immediate and ultimate parent undertaking of IL Makiage GB Limited is Oddity Tech Limited, a company registered in Israel. Copies of the consolidated financial statements for Oddity Tech Limited are available from the company secretary. The registered company address is 8 Haharash Street, Tel Aviv - Jaffa, 6761304, Israel. |
IL MAKIAGE GB LTD (Registered number: 12116806) |
Notes to the Financial Statements - continued |
for the year ended 31 December 2023 |
10. | SHARE-BASED PAYMENT TRANSACTIONS |
The Company operates an equity-settled share-based compensation plan, the plan issuing non-qualifying share options. The equity options instruments (share options) of the parent Company, Oddity Tech LTD, were granted in consideration to services received from the employee of the Company. The services received from these employees is deemed to be the consideration for equity options instruments (share options) of the parent Company Il Makiage. The fair value of the employees' services received in exchange for the grant of options is expensed on the equity basis each year, based on the Company's estimate of shares that will eventually vest and the value of the share price as at year-end. |
At each Statement of Financial Position date, the entity revises its estimates of the number of options that are expected to vest, with any changes in estimates recognised in the income statement, with a corresponding adjustment in equity as per FRS102. |
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised. |
Movements in the number of outstanding conditional awards of shares currently exercisable are as follows: |
2023 | 2022 |
Average exercise price per share option ($ | ) | Number of options | Average exercise price per share option ($ | ) | Number of options |
As at 1 January | - | - |
Granted during the year | 27.74 | 1,232,172 | - |
Exercised during the year | Nil | - |
Forfeited during the year | Nil | - |
1,232,172 | - |
Vested and exercisable | - | - |
No options expired during the periods covered by the above tables. |
Share options outstanding at the end of the year have the following expiry dates and exercise prices: |
Grant date | Expiry date | Exercise price ($) | No. of options | No. of options |
31 Dec 2023 | 31 Dec 2022 |
22/06/2023 | 27.74 | 1,232,172 | - |
1,232,172 | - |
Weighted average remaining contractual life of options outstanding at end of period: | 5.47 years | - |
Fair value of options granted |
IL MAKIAGE GB LTD (Registered number: 12116806) |
Notes to the Financial Statements - continued |
for the year ended 31 December 2023 |
The assessed fair value at grant date of options granted during the year ended 31st December 2023 was $7.84 per option. The fair market value (FMV) of the share options on the grant date was estimated using the Monte Carlo simulation framework pricing model. |
Expenses arising from share-based payment transactions |
Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit expense were as follows: |
2023($ | ) | 2022($ | ) |
Options issued under employee option plan | 1,313,522 | - |
1,313,522 | - |