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REGISTERED NUMBER: 12473730 (England and Wales)










GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

FOR

ROJA PARFUMS HOLDINGS II LIMITED

ROJA PARFUMS HOLDINGS II LIMITED (REGISTERED NUMBER: 12473730)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024










Page

Group Strategic Report 1

Report of the Directors 2

Report of the Independent Auditors 3

Consolidated Statement of Income and Retained
Earnings

5

Consolidated Balance Sheet 6

Company Balance Sheet 7

Consolidated Cash Flow Statement 8

Notes to the Consolidated Financial Statements 9


ROJA PARFUMS HOLDINGS II LIMITED (REGISTERED NUMBER: 12473730)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024


The directors present their strategic report of the company and the group for the year ended 31 March 2024.

The group is involved in the manufacturing and sales of perfumes through a boutique, website, exclusive distributors and wholesalers globally.

REVIEW OF BUSINESS
Key performance indicators
2024 2023 Change
£ £ %
Sales 17,152,401 14,239,659 20
Gross profit 12,268,294 10,953,947 12
Operating profit 5,317,888 4,742,936 12

Sales grew by 20%, driven by strong growth in key regions: the Middle East, Asia, and the UK. There are two exceptional costs in FY24: a stock write-off (increasing the cost of goods) and a dilapidations provision for our London Boutique (under admin expenses).

The group continues to foster a culture of innovation and exploration, consistently introducing groundbreaking ideas to the market through its distinctive product launches. By staying ahead of industry trends, the group has solidified its reputation as a forward-thinking brand.

In line with its strategic goals, the brand is leveraging the momentum of emerging market trends, positioning itself perfectly to capture sustainable long-term growth. This focus is particularly strong in the US, central Europe, Middle East and Asia, where demand for modern luxury is rapidly evolving, and the group is well-placed to redefine the sector in these key regions.

As part of its ambitious growth strategy, the group has established a new vision for ROJA, centred on elevating the brand's positioning in the luxury market. This approach is complemented by a conscious effort to engage with a broader and more diverse demographic, ensuring the brand remains relevant, aspirational, and aligned with the preferences of modern consumers.

PRINCIPAL RISKS AND UNCERTAINTIES
The group has a balance of costs and revenue in GBP, USD and EUR and the directors do not feel there is significant exposure to currency fluctuations.

SUSTAINABILITY
Here at Roja we understand there is an urgent need for a global effort towards more sustainable methods of operation. We believe that luxury and sustainability can no longer remain independent of one another. This is why we aim to become a market leader by combining these two elements to deliver a product our customers can be confident in.

Roja have recently been awarded The Butterfly Mark accreditation from Positive Luxury. After 2 years' our score grew +44% through our focus on: Clean Formulations, Vegan and Cruelty Free, Conscious Partnership, Made in England, Sustainably Sourced Ingredients, Recyclable Packaging. The Butterfly Mark is an independent certification for luxury brands that are meeting higher and higher standards for people and nature.

ON BEHALF OF THE BOARD:





A Minard - Director


12 February 2025

ROJA PARFUMS HOLDINGS II LIMITED (REGISTERED NUMBER: 12473730)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 MARCH 2024


The directors present their report with the financial statements of the company and the group for the year ended 31 March 2024.

DIVIDENDS
Interim dividends amounting to £2,900,000 (2023: £2,610,000) were declared. No final dividend has been recommended.

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

P J Causer
R J Dove
J R Kelly
A Minard
D D Venton

DISCLOSURE IN THE STRATEGIC REPORT
The group has chosen, in accordance with the Companies Act 2006 s414C(11), to set out in the group's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report.

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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:





A Minard - Director


12 February 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ROJA PARFUMS HOLDINGS II LIMITED


Opinion
We have audited the financial statements of Roja Parfums Holdings II Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the Consolidated Statement of Income and Retained Earnings, Consolidated Balance Sheet, Company Balance Sheet, 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 March 2024 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

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.

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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ROJA PARFUMS HOLDINGS II LIMITED


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 our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the group and industry, we considered the risk of non-compliance with laws and regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Audit procedures performed included:

- Enquiring of management whether there were instances of non-compliance with laws and regulation or fraud;
- Review of legal expenses for evidence of fees relating to non-compliance;
- Reviewing journal entries, non-sales bank receipts and non-purchase bank payments for unusual accounting
entries; and
- Substantive revenue cut off testing to confirm that revenue had been recognised in the correct period.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through 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.

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.




Christian Heeger BSc FCA (Senior Statutory Auditor)
for and on behalf of Galloways Accounting
Statutory Auditor
15 West Street
Brighton
East Sussex
BN1 2RL

14 February 2025

ROJA PARFUMS HOLDINGS II LIMITED (REGISTERED NUMBER: 12473730)

CONSOLIDATED
STATEMENT OF INCOME AND
RETAINED EARNINGS
FOR THE YEAR ENDED 31 MARCH 2024

2024 2023
Notes £    £   

TURNOVER 3 17,152,401 14,239,659

Cost of sales (4,884,107 ) (3,285,712 )
GROSS PROFIT 12,268,294 10,953,947

Distribution costs (2,233,753 ) (2,159,587 )
Administrative expenses (4,716,653 ) (4,051,424 )
OPERATING PROFIT 5 5,317,888 4,742,936

Interest receivable and similar income 2,573 845
5,320,461 4,743,781

Interest payable and similar expenses 6 (5,740 ) -
PROFIT BEFORE TAXATION 5,314,721 4,743,781

Tax on profit 7 (1,352,098 ) (899,088 )
PROFIT FOR THE FINANCIAL YEAR 3,962,623 3,844,693

Retained earnings at beginning of year 6,723,120 5,488,427

Dividends 9 (2,900,000 ) (2,610,000 )

RETAINED EARNINGS FOR THE GROUP
AT END OF YEAR

7,785,743

6,723,120

Profit attributable to:
Owners of the parent 3,962,623 3,844,693

ROJA PARFUMS HOLDINGS II LIMITED (REGISTERED NUMBER: 12473730)

CONSOLIDATED BALANCE SHEET
31 MARCH 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 10 50,680 45,389
Investments 11 - -
50,680 45,389

CURRENT ASSETS
Stocks 12 4,339,779 3,547,309
Debtors 13 4,586,852 2,734,435
Cash at bank and in hand 1,321,962 2,574,768
10,248,593 8,856,512
CREDITORS
Amounts falling due within one year 14 2,379,501 2,130,386
NET CURRENT ASSETS 7,869,092 6,726,126
TOTAL ASSETS LESS CURRENT
LIABILITIES

7,919,772

6,771,515

CREDITORS
Amounts falling due after more than one
year

15

(34,167

)

(34,167

)

PROVISIONS FOR LIABILITIES 17 (97,962 ) (12,328 )
NET ASSETS 7,787,643 6,725,020

CAPITAL AND RESERVES
Called up share capital 18 1,900 1,900
Retained earnings 7,785,743 6,723,120
SHAREHOLDERS' FUNDS 7,787,643 6,725,020

The financial statements were approved by the Board of Directors and authorised for issue on 12 February 2025 and were signed on its behalf by:





A Minard - Director


ROJA PARFUMS HOLDINGS II LIMITED (REGISTERED NUMBER: 12473730)

COMPANY BALANCE SHEET
31 MARCH 2024

2024 2023
Notes £    £   
FIXED ASSETS
Tangible assets 10 - -
Investments 11 1,900 1,900
1,900 1,900
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,900

1,900

CAPITAL AND RESERVES
Called up share capital 18 1,900 1,900
SHAREHOLDERS' FUNDS 1,900 1,900

Company's profit for the financial year 2,900,000 2,610,000

The financial statements were approved by the Board of Directors and authorised for issue on 12 February 2025 and were signed on its behalf by:





A Minard - Director


ROJA PARFUMS HOLDINGS II LIMITED (REGISTERED NUMBER: 12473730)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024

2024 2023
Notes £    £   
Cash flows from operating activities
Cash generated from operations 21 2,862,235 4,632,444
Interest paid (5,740 ) -
Tax paid (1,178,226 ) (798,486 )
Net cash from operating activities 1,678,269 3,833,958

Cash flows from investing activities
Purchase of tangible fixed assets (33,648 ) (26,985 )
Interest received 2,573 845
Net cash from investing activities (31,075 ) (26,140 )

Cash flows from financing activities
Equity dividends paid (2,900,000 ) (2,610,000 )
Net cash from financing activities (2,900,000 ) (2,610,000 )

(Decrease)/increase in cash and cash equivalents (1,252,806 ) 1,197,818
Cash and cash equivalents at beginning
of year

22

2,574,768

1,376,950

Cash and cash equivalents at end of year 22 1,321,962 2,574,768

ROJA PARFUMS HOLDINGS II LIMITED (REGISTERED NUMBER: 12473730)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024


1. STATUTORY INFORMATION

Roja Parfums Holdings II Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number: 12473730

Registered office: 41 New England Street
Brighton
BN1 4GQ

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


The principal activity of the group was the distribution and retail of perfumes and related products.

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.

Financial Reporting Standard 102 - reduced disclosure exemptions
The parent company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

- the requirements of Section 7 Statement of Cash Flows;
- the requirement of paragraph 3.17(d);
- the requirement of paragraph 33.7.

Basis of consolidation
The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.

Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.

All intra-group transactions, balances, income and expenses are eliminated on consolidation. Adjustments are made to eliminate the profit or loss arising on transactions with associates to the extent of the group’s interest in the entity.

Critical accounting judgements and key sources of estimation uncertainty
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical judgements
There are no critical judgements.

Key accounting estimates and assumptions
The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

i. Stock provision
Provision is made for obsolete stock. This requires management’s best estimate of the value of stock that will not be sold or used, or will be sold at less than carrying value, based on discontinued or unwanted stock.

ROJA PARFUMS HOLDINGS II LIMITED (REGISTERED NUMBER: 12473730)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


2. ACCOUNTING POLICIES - continued

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of discounts and rebates allowed by the group and value added taxes.

The group recognises revenue when (a) the significant risks and rewards of ownership have been transferred to the buyer, (b) the group retains no continuing involvement or control over the goods. (c) the amount of revenue can be measured reliably, (d) it is probable that future economic benefits will flow to the entity and (e) when the specific criteria relating to each of the group’s sales channels have been met, as described below.

i Sale of goods - distributors and internet based transactions
The group sells goods globally to distributors. Revenue is recognised when the risks and rewards of the inventory are passed to the customer. This is the point of acceptance of the goods by the group. Transactions are credit sales.

ii. Sale of goods - retail
The group operates a retail shop for the sale of own branded products. Sales of goods are recognised on sale to the customer, which is considered the point of delivery. Retail sales are usually by cash, credit or payment card.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Fixtures and fittings - straight line on cost over 3 to 8 years

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.

Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

Financial instruments
The group only enters into basic financial instruments that result in the recognition of financial assets and liabilities, such as trade debtors and trade creditors.

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Debtors and creditors receivable or payable after one year are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. If an arrangement constitutes a finance transaction it is measured at present value.

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.


ROJA PARFUMS HOLDINGS II LIMITED (REGISTERED NUMBER: 12473730)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


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 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.

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.

Investments in subsidiaries
Investments in subsidiaries are measured as cost less accumulated impairment.

Provisions
Provisions are recognised when the group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount of the obligation can be estimated reliably.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as a finance cost.

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:

2024 2023
£    £   
United Kingdom 2,475,535 3,073,682
Europe 2,751,023 2,377,165
United States of America 2,883,836 2,245,821
South America 1,059,399 -
Asia 1,157,959 -
Internet 2,479,961 1,994,369
Middle East 2,836,563 2,051,854
CIS 1,198,268 758,360
Africa 309,857 -
Rest of the World - 1,738,408
17,152,401 14,239,659

The analysis of the geographical split of the 2022/23 revenue has been restated to correct the analysis.

Turnover was from the sale of goods for both the current and prior years.

ROJA PARFUMS HOLDINGS II LIMITED (REGISTERED NUMBER: 12473730)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


4. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 2,152,966 2,037,437
Social security costs 242,741 191,292
Other pension costs 34,451 8,134
2,430,158 2,236,863

The average number of employees during the year was as follows:
2024 2023

Retail 12 11
Administration 17 17
Management 5 5
34 33

2024 2023
£    £   
Directors' remuneration 644,445 573,406
Directors' pension contributions to money purchase schemes 3,715 2,865

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

Money purchase schemes 4 4

Information regarding the highest paid director is as follows:
2024 2023
£    £   
Emoluments etc 536,237 477,406
Pension contributions to money purchase schemes 1,761 734

5. OPERATING PROFIT

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

2024 2023
£    £   
Other operating leases 341,901 312,330
Depreciation - owned assets 28,357 36,201
Loss on disposal of fixed assets - 10,022
Auditors' remuneration 3,000 (936 )
Foreign exchange differences (39,086 ) (298,186 )

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Interest on overdue tax 5,740 -

ROJA PARFUMS HOLDINGS II LIMITED (REGISTERED NUMBER: 12473730)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax 1,352,464 902,745
No description - 455
Total current tax 1,352,464 903,200

Deferred tax (366 ) (4,112 )
Tax on profit 1,352,098 899,088

UK corporation tax has been charged at 25 % (2023 - 19 %).

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:

2024 2023
£    £   
Profit before tax 5,314,721 4,743,781
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 19 %)

1,328,680

901,318

Effects of:
Expenses not deductible for tax purposes 25,829 2,185
Adjustments to tax charge in respect of previous periods - 455
Tax at different rates (2,411 ) (4,870 )
Total tax charge 1,352,098 899,088

From 1 April 2023, the corporation tax rate increased from 19% to 25%.

8. 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.


9. DIVIDENDS
2024 2023
£    £   
Ordinary shares of £1 each
Interim 2,900,000 2,610,000

ROJA PARFUMS HOLDINGS II LIMITED (REGISTERED NUMBER: 12473730)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


10. TANGIBLE FIXED ASSETS

Group
Fixtures
and
fittings
£   
COST
At 1 April 2023 94,329
Additions 33,648
At 31 March 2024 127,977
DEPRECIATION
At 1 April 2023 48,940
Charge for year 28,357
At 31 March 2024 77,297
NET BOOK VALUE
At 31 March 2024 50,680
At 31 March 2023 45,389

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 April 2023
and 31 March 2024 1,900
NET BOOK VALUE
At 31 March 2024 1,900
At 31 March 2023 1,900

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

Subsidiaries

Roja Parfums Holdings Limited
Registered office: 41 New England Street, New England Quarter, Brighton BN1 4GQ
Nature of business: Distribution and retail of perfumes
%
Class of shares: holding
Ordinary B 100.00

Roja Parfums Holdings Limited is included in the consolidated financial statements.

ROJA PARFUMS HOLDINGS II LIMITED (REGISTERED NUMBER: 12473730)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


11. FIXED ASSET INVESTMENTS - continued

Roja Dove Limited
Registered office: 41 New England Street, New England Quarter, Brighton BN1 4GQ
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

Roja Dove Limited is included in the consolidated financial statements. The shareholding is held indirectly through Roja Parfums Holdings Limited.

Roja Dove Limited was dissolved on 14 January 2025.


12. STOCKS

Group
2024 2023
£    £   
Raw materials 3,359,931 2,423,951
Finished goods 979,848 1,123,358
4,339,779 3,547,309

Stock is stated after provisions for impairment of £788,872 (2023: £175,000). The impairment loss recognised in the profit and loss is £613,872 (2023: £115,031).

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2024 2023
£    £   
Trade debtors 2,730,638 2,108,099
Other debtors 447,088 292,086
VAT 436,939 276,531
Prepayments and accrued income 972,187 57,719
4,586,852 2,734,435

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2024 2023
£    £   
Trade creditors 1,093,840 794,411
Tax 590,190 415,952
Social security and other taxes 63,202 142,874
Other creditors 30,936 26,034
Accruals and deferred income 601,333 751,115
2,379,501 2,130,386

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

Group
2024 2023
£    £   
Other creditors 34,167 34,167

ROJA PARFUMS HOLDINGS II LIMITED (REGISTERED NUMBER: 12473730)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


16. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
2024 2023
£    £   
Within one year 205,000 223,000
Between one and five years 85,417 290,417
290,417 513,417

Company
There are no operating lease commitments in the parent company.

17. PROVISIONS FOR LIABILITIES

Group
2024 2023
£    £   
Deferred tax
Accelerated capital allowances 12,670 13,759
Other timing differences (708 ) (1,431 )
11,962 12,328

Other provisions 86,000 -

Aggregate amounts 97,962 12,328

Group
Deferred Other
tax provisions
£    £   
Balance at 1 April 2023 12,328 -
(Credit)/charge to Income Statement during year (366 ) 86,000
Balance at 31 March 2024 11,962 86,000

The net deferred tax liability expected to reverse in 2024/25 is £7,021 (2023/24: £7,600). This relates to the reversal of timing differences on acquired tangible assets and capital allowances through depreciation.

Other provisions
Other provisions includes £86,000 (2023: £nil) as a provision for dilapidations for two properties. As part of the company's property leasing arrangements there is an obligation to repair damages incurred during the lease and re-instate alterations made. The cost has been charged to the profit and loss as the obligation arises. £43,000 of the provision relating to one of the properties is expected to be utilised in 2025/26 when the lease terminates. The remaining £43,000 relates to a property with no lease in place.

18. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
1,900 Ordinary £1 1,900 1,900

ROJA PARFUMS HOLDINGS II LIMITED (REGISTERED NUMBER: 12473730)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


18. CALLED UP SHARE CAPITAL - continued

The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights. They do not confer any rights of redemption.

19. PENSION COMMITMENTS

The group operates a defined contribution pension plan for its employees. the amount recognised as an expense in the period was £34,451 (2023: £8,134).

20. RELATED PARTY DISCLOSURES

Key management personnel of the entity or its parent (in the aggregate)
2024 2023
£    £   
Dividends receivable 2,900,000 2,610,000

Other related parties
2024 2023
£    £   
Sales 756,585 578,669
Purchases 186,015 136,131
Amount due from related party 66,322 51,556
Amount due to related party 16,482 11,740

The amounts due from/to the related parties are on normal trading terms and due to be settled in cash.

During the year, a total of key management personnel compensation of £ 1,181,000 (2023 - £ 1,115,844 ) was paid.

Key management includes directors and members of senior management.

21. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024 2023
£    £   
Profit before taxation 5,314,721 4,743,781
Depreciation charges 28,357 36,201
Loss on disposal of fixed assets - 10,022
Provision 86,000 -
Finance costs 5,740 -
Finance income (2,573 ) (845 )
5,432,245 4,789,159
Increase in stocks (792,470 ) (513,939 )
Increase in trade and other debtors (1,852,417 ) (197,197 )
Increase in trade and other creditors 74,877 554,421
Cash generated from operations 2,862,235 4,632,444

ROJA PARFUMS HOLDINGS II LIMITED (REGISTERED NUMBER: 12473730)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


22. 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 March 2024
31.3.24 1.4.23
£    £   
Cash and cash equivalents 1,321,962 2,574,768
Year ended 31 March 2023
31.3.23 1.4.22
£    £   
Cash and cash equivalents 2,574,768 1,376,950


23. ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.23 Cash flow At 31.3.24
£    £    £   
Net cash
Cash at bank and in hand 2,574,768 (1,252,806 ) 1,321,962
2,574,768 (1,252,806 ) 1,321,962
Total 2,574,768 (1,252,806 ) 1,321,962