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Registration number: 10111465

Cove Brands Limited

Annual Report and Financial Statements

for the Year Ended 31 December 2023

 

Cove Brands Limited

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 9

Profit and Loss Account

10

Statement of Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Statement of Cash Flows

14

Notes to the Financial Statements

15 to 22

 

Cove Brands Limited

Company Information

Directors

Kenneth Bryan Kryzda

Brian Lang Harwitt

Graham Kohan

David Kaplowitz

Registered office

71-75 Shelton Street
Covent Garden
London
WC2H 9JQ

Auditors

Williamson & Croft Audit Ltd
York House
20 York Street
Manchester
M2 3BB

 

Cove Brands Limited

Strategic Report for the Year Ended 31 December 2023

The directors present their strategic report for the year ended 31 December 2023.

Principal activity

The principal activity of the company is trading in the sector of online retail.

Fair review of the business

2023 was a challenging year Cove Brands Limited following the 2022 downturn of the e-commerce industry post-COVID. Additionally the parent company (Cove Brands Inc.) entered a restructuring process in the United States through Chapter 11 of the code. While that led to major disruptions in the business it was a pivoting point for the company to adjust and adapt its business model to a new reality post restructuring. This effort happened primarily through a product selection process and inventory management decisions resulting in a more resilient business. We expected, and have started, to see trends in the right direction as the Chapter 11 restructuring was finalized and the sell-through of unprofitable inventory continues to yield promising results. The company has already started to reap some benefits through 2024 and expects them to roll through to 2025.

The key financial indicators used by management to monitor and manage the business during the year were as follows:

Financial KPIs

Unit

2023

2022

Turnover

£

11,033,229

10,415,613

Gross Margin

%

(8)

11

Operating Margin

%

(15)

(3)

Stock

£

4,298,888

8,023,732

While it is important to note that there is a significant deterioration in these metrics it would also be fair to say that this trend is not indefinite and is attributable to key decisions to restructure the companies’ operating model.

Development and performance of the business

While 2023 was a challenging year in both macroeconomic and business specific terms we have been able to rethink how we run our operations in the UK and EU. Primarily, we have shifted our focus from a large catalog of products, focusing on only growing top line revenue, to a more manageable quantity of products with higher margins and a focus on generating profits. While that means that the company will have a period of difficult financial results related to the sell-through and disposal of past inventory, which was reflected in the negative financial KPI’s for 2024, the company will emerge from this restructuring in a healthier position. Through the management changes that happened as part of the Chapter 11 restructuring of the parent company beginning in 2023 and ending in 2024 there is now a steadier focus on the stability and going concern of all our subsidiaries. In the ever-increasing competition within the Amazon marketplace, our operational efficiency has allowed us to trim our product catalogue, reduce our warehouse inventory levels, and reallocate resources effectively.

Position at the end of the period

While our Balance Sheet points to a less-than-ideal situation this was due to a very difficult 2023 where the economic prospects and going concern of the company and its parent were uncertain. One positive takeaway is the company’s stocks where the sell-through of impaired inventory continued in a steady fashion. Going into 2024 the company restructured all its debts as part of the Chapter 11 process in the United States which left the parent in a much stronger position as well and in a position to stand by Cove Brands Limited through 2025 and periods beyond.

 

Cove Brands Limited

Strategic Report for the Year Ended 31 December 2023

Principal risks and uncertainties

The retail business unfortunately is open to many areas of risk including macroeconomic - including disruptions in shipping channels; microeconomic - as we sell non-essential goods when people look to spend less ours are categories that can be directly affected by lower discretionary spending; regulatory - given our manufacturing is spread out across the globe, we are open to the risk of tariffs and changes in regulation leading to us having to change products compliance; currency exchange - as markets become more volatile we are further exposed to FX change from both a manufacturing cost standpoint and due to having sales in multiple geographies; and platform risk - as we sell primarily on Amazon, any changes to the platform and its popularity can lead to changes in our performance throughout the year; amongst others. Additionally, as we sell non-essential goods our risk is heightened on the micro and macroeconomic fronts.

Financial risk management objectives and policies

The group is exposed to moderate levels of risk mentioned earlier in this document and manages these risks by financing its operations through retained profits to fund expansion or growth initiatives.

The management objectives are to retain sufficient liquid funds to enable it to meet its day-to-day requirements, minimize the group's exposure to fluctuating interest rates, and match the repayment schedule of any external borrowings or overdrafts with the future cash flows expected to arise from the group's trading activities.

Approved and authorised by the Board on 14 March 2025 and signed on its behalf by:
 

.........................................
Kenneth Bryan Kryzda
Director

 

Cove Brands Limited

Directors' Report for the Year Ended 31 December 2023

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

Directors of the company

The directors who held office during the year were as follows:

Benedict Tillmann Dohmen (ceased 2 February 2024)

Santiago Nestares Lampo (ceased 2 February 2024)

The following directors were appointed after the year end:

Kenneth Bryan Kryzda (appointed 2 February 2024)

Brian Lang Harwitt (appointed 2 February 2024)

Graham Kohan (appointed 2 February 2024)

David Kaplowitz (appointed 2 February 2024)

Information included in the Strategic Report

The company has chosen in accordance with the Companies Act 2006, s. 414C(11) to set out in the company’s strategic report information required by Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch 7 to be contained in the directors’ report.

Going concern

The company is exploring potential options in respect of the restructuring of the group and its operations. One of these options which is under consideration is a transfer of the trade, assets and liabilities of the company to a fellow group subsidiary which would potentially result in the company ceasing trade. It is noted that it is the intention for the trade of the company to carry on, albeit within a separate entity. The options available are in the exploratory stage with no action yet confirmed.

Due to the nature of the current plans being exploratory with no action confirmed, the company is still a going concern and these accounts have been prepared on a going concern basis.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

Williamson & Croft Audit Limited were appointed as the group and company’s auditors during the year. In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Williamson & Croft Audit Ltd as auditors of the company is to be proposed at the forthcoming Annual General Meeting.

Approved and authorised by the Board on 14 March 2025 and signed on its behalf by:
 

.........................................
Kenneth Bryan Kryzda
Director

 

Cove Brands Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Cove Brands Limited

Independent Auditor's Report to the Members of Cove Brands Limited

Opinion

We have audited the financial statements of Cove Brands Limited (the 'company') for the year ended 31 December 2023, which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, 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 company's affairs as at 31 December 2023 and of its loss 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company 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.

 

Cove Brands Limited

Independent Auditor's Report to the Members of Cove Brands Limited

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. We draw attention to Note 2 in the financial statements, which states that the company is exploring potential options in respect of the restructuring of the group and its operations. One of these options which is under consideration is a transfer of the trade, assets and liabilities of the company to a fellow group subsidiary which would potentially result in the company ceasing trade. It is noted that it is the intention for the trade of the company to carry on, albeit within a separate entity. The options available are in the exploratory stage with no action yet confirmed.

As stated in Note 2, these events or conditions, along with the other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our evaluation of the directors’ assessment of the entity’s ability to continue to adopt the going concern basis of accounting included assessing the future profitability of Cove Brands Limited and its ability to meet its financial obligations when they become due. We noted the signed letter of confirmation from the parent company stated its intention to support Cove Brands Limited and not recall the creditor within 12 months of the date on which the financial statements have been signed. We reviewed the 12-month cash flow forecasts for the group to assess the group’s ability to support Cove Brands Limited.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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 company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

 

Cove Brands Limited

Independent Auditor's Report to the Members of Cove Brands Limited

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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, or returns adequate for our audit have not been received from branches not visited by us; or

the 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 5], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks applicable to the Company through discussions with management and determined that the most significant are the Companies Act 2006, the Consumer Rights Act 2015, the Consumer Contracts Regulations, Employment Law and Health and Safety Regulations.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved review of the documented policies and procedures, legal costs incurred during the period and discussions with the Board of Directors and key management personnel.

We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by considering the key risks impacting the financial statements. We assessed this risk as low due to oversight by management and by the Board of companies holding a participating interest in the entity.

We have reviewed the Company’s control environment and assessed that it is adequate for a Company of its size and nature.

 

Cove Brands Limited

Independent Auditor's Report to the Members of Cove Brands Limited

We designed our audit testing to review the presumed risk under ISA (UK and Ireland) 240 that that revenue may be misstated due to the improper recognition of revenue and that management over-ride of controls is present in all entities.

 

 

 

 

 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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 an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Tor Stringfellow FCA (Senior Statutory Auditor)
For and on behalf of Williamson & Croft Audit Ltd, Statutory Auditor

York House
20 York Street
Manchester
M2 3BB

14 March 2025

 

Cove Brands Limited

Profit and Loss Account for the Year Ended 31 December 2023

Note

2023
£

2022
£

Turnover

3

11,033,229

10,415,613

Cost of sales

 

(11,913,417)

(9,302,948)

Gross (loss)/profit

 

(880,188)

1,112,665

Distribution costs

 

(863,634)

(1,167,733)

Administrative expenses

 

(1,746,156)

(2,544,369)

Other operating income

4

1,800,000

2,249,540

Operating loss

5

(1,689,978)

(349,897)

Other interest receivable and similar income

6

8,495

-

Interest payable and similar expenses

7

524,209

(851,826)

   

532,704

(851,826)

Loss before tax

 

(1,157,274)

(1,201,723)

Tax on loss

11

-

120,053

Loss for the financial year

 

(1,157,274)

(1,081,670)

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

 

Cove Brands Limited

Statement of Comprehensive Income for the Year Ended 31 December 2023

2023
£

2022
£

Loss for the year

(1,157,274)

(1,081,670)

Total comprehensive income for the year

(1,157,274)

(1,081,670)

 

Cove Brands Limited

(Registration number: 10111465)
Balance Sheet as at 31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Intangible assets

12

2,945

4,067

Tangible assets

13

1,961

2,674

 

4,906

6,741

Current assets

 

Stocks

14

4,298,888

8,023,732

Debtors

15

19,702,829

10,222,907

Cash at bank and in hand

 

251,354

1,958,220

 

24,253,071

20,204,859

Creditors: Amounts falling due within one year

17

(3,842,075)

(3,358,096)

Net current assets

 

20,410,996

16,846,763

Total assets less current liabilities

 

20,415,902

16,853,504

Creditors: Amounts falling due after more than one year

17

(19,923,793)

(15,204,121)

Net assets

 

492,109

1,649,383

Capital and reserves

 

Called up share capital

2,000,002

2,000,002

Retained earnings

(1,507,893)

(350,619)

Shareholders' funds

 

492,109

1,649,383

Approved and authorised by the Board on 14 March 2025 and signed on its behalf by:
 

.........................................
Kenneth Bryan Kryzda
Director

 

Cove Brands Limited

Statement of Changes in Equity for the Year Ended 31 December 2023

Share capital
£

Retained earnings
£

Total
£

At 1 January 2023

2,000,002

(350,619)

1,649,383

Loss for the year

-

(1,157,274)

(1,157,274)

At 31 December 2023

2,000,002

(1,507,893)

492,109

Share capital
£

Retained earnings
£

Total
£

At 1 January 2022

2

731,051

731,053

Loss for the year

-

(1,081,670)

(1,081,670)

Other share capital movements

2,000,000

-

2,000,000

At 31 December 2022

2,000,002

(350,619)

1,649,383

 

Cove Brands Limited

Statement of Cash Flows for the Year Ended 31 December 2023

Note

2023
£

2022
£

Cash flows from operating activities

Loss for the year

 

(1,157,274)

(1,081,670)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

1,835

2,045

Finance income

6

(8,495)

-

Finance costs

7

24,047

94,232

Income tax expense

11

-

(120,053)

 

(1,139,887)

(1,105,446)

Working capital adjustments

 

Decrease/(increase) in stocks

14

3,724,844

(2,686,518)

Increase in trade debtors

15

(9,479,722)

(6,156,827)

Increase in trade creditors

17

706,843

1,898,487

Cash generated from operations

 

(6,187,922)

(8,050,304)

Income taxes paid

11

(200)

(207,625)

Net cash flow from operating activities

 

(6,188,122)

(8,257,929)

Cash flows from investing activities

 

Interest received

6

8,495

-

Acquisitions of tangible assets

-

(980)

Net cash flows from investing activities

 

8,495

(980)

Cash flows from financing activities

 

Interest paid

7

(24,047)

(94,232)

Repayment of bank borrowing

 

(379,088)

(730,350)

Proceeds from other borrowing draw downs

 

4,875,896

10,716,698

Repayment of other borrowing

 

-

(52,808)

Net cash flows from financing activities

 

4,472,761

9,839,308

Net (decrease)/increase in cash and cash equivalents

 

(1,706,866)

1,580,399

Cash and cash equivalents at 1 January

 

1,958,220

377,821

Cash and cash equivalents at 31 December

 

251,354

1,958,220

 

Cove Brands Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
71-75 Shelton Street
Covent Garden
London
WC2H 9JQ
United Kingdom

These financial statements were authorised for issue by the Board on 14 March 2025.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The financial statements are presented in sterling which is the functional currency of the company.

Summary of disclosure exemptions

The accounts do not include a cash flow statement because the company, as a small reporting entity, is exempt from the requirements to prepare such a statement.

Going concern

The company is exploring potential options in respect of the restructuring of the group and its operations. One of these options which is under consideration is a transfer of the trade, assets and liabilities of the company to a fellow group subsidiary which would potentially result in the company ceasing trade. It is noted that it is the intention for the trade of the company to carry on, albeit within a separate entity. The options available are in the exploratory stage with no action yet confirmed.

Due to the nature of the current plans being exploratory with no action confirmed, the company is still a going concern and these accounts have been prepared on a going concern basis.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

 

Cove Brands Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

 

Cove Brands Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

3

Turnover

The analysis of the company's revenue for the year from continuing operations is as follows:

2023
 £

2022
 £

Sale of goods

11,033,229

10,415,613

The analysis of the company's turnover for the year by market is as follows:

2023
 £

2022
 £

UK

8,620,317

7,164,937

Europe

2,412,912

3,250,676

11,033,229

10,415,613

 

Cove Brands Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

4

Other operating income

The analysis of the company's other operating income for the year is as follows:

2023
 £

2022
 £

Miscellaneous other operating income

1,800,000

2,249,540

5

Operating loss

Arrived at after charging/(crediting)

2023
 £

2022
 £

Depreciation expense

713

713

Amortisation expense

1,122

1,332

6

Other interest receivable and similar income

2023
 £

2022
 £

Interest income on bank deposits

8,495

-

7

Interest payable and similar expenses

2023
 £

2022
 £

Interest expense on other finance liabilities

24,047

94,232

Foreign exchange gains/losses

(548,256)

757,594

(524,209)

851,826

8

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2023
 £

2022
 £

Wages and salaries

-

130,540

The average number of persons employed by the company (including directors) during the year, was 0 (2022 - 0).

9

Directors' remuneration

The directors' remuneration for the year was as follows:

2023
 £

2022
 £

Remuneration

-

130,540

 

Cove Brands Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

10

Auditors' remuneration

2023
 £

2022
 £

Audit of the financial statements

14,000

13,500


 

11

Taxation

Tax charged/(credited) in the income statement

2023
 £

2022
 £

Current taxation

UK corporation tax

-

(120,053)

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2022 - the same as the standard rate of corporation tax in the UK) of 23.5% (2022 - 19%).

The differences are reconciled below:

2023
 £

2022
 £

Loss before tax

(1,157,274)

(1,201,723)

Corporation tax at standard rate

(271,959)

(228,327)

Tax increase (decrease) from effect of capital allowances and depreciation

(431)

147

Tax increase (decrease) in current tax from adjustment for prior period

-

(50,846)

Tax increase (decrease) from effect of unrelieved tax losses carried forward

-

153,931

Tax increase (decrease) arising from group relief

272,390

5,042

Total tax credit

-

(120,053)

 

Cove Brands Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

12

Intangible assets

Other intangible assets
 £

Total
£

Cost or valuation

At 1 January 2023

5,609

5,609

At 31 December 2023

5,609

5,609

Amortisation

At 1 January 2023

1,542

1,542

Amortisation charge

1,122

1,122

At 31 December 2023

2,664

2,664

Carrying amount

At 31 December 2023

2,945

2,945

At 31 December 2022

4,067

4,067

13

Tangible assets

Other tangible assets
£

Total
£

Cost or valuation

At 1 January 2023

3,567

3,567

At 31 December 2023

3,567

3,567

Depreciation

At 1 January 2023

893

893

Charge for the year

713

713

At 31 December 2023

1,606

1,606

Carrying amount

At 31 December 2023

1,961

1,961

At 31 December 2022

2,674

2,674

14

Stocks

2023
 £

2022
 £

Finished goods and goods for resale

4,298,888

8,023,732

 

Cove Brands Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

15

Debtors

Current

Note

2023
£

2022
£

Trade debtors

 

360,802

356,863

Amounts due from group undertakings

20

15,920,278

6,461,281

Other debtors

 

3,035,552

2,070,575

Prepayments

 

255,530

1,203,721

Income tax asset

11

130,667

130,467

   

19,702,829

10,222,907

16

Cash and cash equivalents

2023
 £

2022
 £

Cash at bank

251,354

1,958,220

17

Creditors

Note

2023
 £

2022
 £

Due within one year

 

Loans and borrowings

19

155,679

378,544

Trade creditors

 

152,558

713,250

Other payables

 

3,384,335

2,054,746

Accrued expenses

 

149,503

211,556

 

3,842,075

3,358,096

Due after one year

 

Loans and borrowings

19

16,279

172,502

Amounts owed to group undertakings

 

19,907,514

15,031,619

 

19,923,793

15,204,121

18

Share capital

Allotted, called up and fully paid shares

2023

2022

No.

£

No.

£

Ordinary of £1 each

2,000,002

2,000,002

2,000,002

2,000,002

       
 

Cove Brands Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

19

Loans and borrowings

2023
 £

2022
 £

Non-current loans and borrowings

Bank borrowings

-

156,223

Other borrowings

16,279

16,279

16,279

172,502

2023
 £

2022
 £

Current loans and borrowings

Bank borrowings

155,679

378,544

Bank borrowings

HSBC Term Loan is denominated in £ with a nominal interest rate of 4.8% over base rate%, and the final instalment is due on 15 January 2025. The carrying amount at year end is £155,679 (2022 - £286,223).

The loan is secured by a fixed and floating charge over the assets of the company.

20

Related party transactions

The company has taken advantage of the exemption in Financial Reporting Standard 102 Section 33.1A from the requirement to disclose transactions with group entities that are wholly owned members of the group.

21

Financial instruments

Categorisation of financial instruments

2023
 £

2022
 £

Financial assets measured at fair value through profit or loss

19,447,299

9,019,186

Financial liabilities measured at fair value through profit or loss

19,923,793

15,204,121

22

Parent and ultimate parent undertaking

The company's immediate parent is Cove Brands Inc, incorporated in United States.

 The ultimate controlling party is CoVenture Group, incorporated in United States.

  The principal place of business of Cove Brands Inc is 55 Broadway, Suite 401, 3rd Floor, New York, NY, 10006

The registered office address of Cove Brands Inc, is:
16192 Coastal Highway, Lewes, Delaware, United States