REGISTERED NUMBER: 10662704 (England and Wales)

Report of the Director and

Unaudited Financial Statements for the Year Ended 30 June 2024

for

Apogii Ltd

Page

Company Information

1

Report of the Director

2

Chartered Accountants' Report

3

Income Statement

4

Other Comprehensive Income

5

Balance Sheet

6

Statement of Changes in Equity

7

Notes to the Financial Statements

8

DIRECTOR:

Mr R Chambers

REGISTERED OFFICE:

Unit 5 Aylesford Court

Works Road

Letchworth Garden City

United Kingdom

SG6 1LP

REGISTERED NUMBER:

10662704 (England and Wales)

ACCOUNTANTS:

Krogh & Partners Limited

823 Salisbury House

29 Finsbury Circus

London

EC2M 5QQ

The director presents his report with the financial statements of the company for the year ended 30 June 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of operate as a health beauty clinic.

EVENTS SINCE THE END OF THE YEAR

Subsequent to the year-end on 30 June 2024, the entire issued share capital of Apogii Limited was acquired by GAD NH Limited, a wholly owned subsidiary of Get A Drip Limited. This acquisition represents a change in ownership and integrates the company into the wider Get A Drip group.

The directors have assessed the impact of this acquisition and do not consider it to have a material effect on the company's financial position as at the balance sheet date.

DIRECTOR

Ms E M-Koenigsfeldt held office from 1 July 2023 until after 30 June 2024 but prior to the date of this report.

Mr R Chambers was appointed as a director after 30 June 2024 but prior to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Mr R Chambers - Director

3 April 2025

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Apogii Ltd for the year ended 30 June 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the director of Apogii Ltd in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Apogii Ltd and state those matters that we have agreed to state to the director of Apogii Ltd in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Apogii Ltd and its director for our work or for this report.

It is your duty to ensure that Apogii 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 Apogii Ltd. You consider that Apogii Ltd is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Apogii 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.

Krogh & Partners Limited

823 Salisbury House

29 Finsbury Circus

London

EC2M 5QQ

3 April 2025

TURNOVER

380,319

404,197

Cost of sales

53,745

60,519

GROSS PROFIT

326,574

343,678

Administrative expenses

401,246

476,115

OPERATING LOSS

(74,672

)

(132,437

)

Interest payable and similar expenses

4

47,519

45,329

LOSS BEFORE TAXATION

(122,191

)

(177,766

)

Tax on loss

5

-

-

LOSS FOR THE FINANCIAL YEAR

(122,191

)

(177,766

)

LOSS FOR THE YEAR

(122,191

)

(177,766

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(122,191

)

(177,766

)

FIXED ASSETS

Tangible assets

6

130,150

175,542

CURRENT ASSETS

Stocks

8,061

8,713

Debtors

7

87,228

84,270

Cash at bank

3,425

42,555

98,714

135,538

CREDITORS

Amounts falling due within one year

8

411,323

371,446

NET CURRENT LIABILITIES

(312,609

)

(235,908

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(182,459

)

(60,366

)

CREDITORS

Amounts falling due after more than one year

9

1,810,408

1,810,310

NET LIABILITIES

(1,992,867

)

(1,870,676

)

CAPITAL AND RESERVES

Called up share capital

11

1

1

Retained earnings

(1,992,868

)

(1,870,677

)

SHAREHOLDERS' FUNDS

(1,992,867

)

(1,870,676

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 June 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 30 June 2024 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

The financial statements were approved by the director and authorised for issue on 3 April 2025 and were signed by:

Mr R Chambers - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 July 2022

1

(1,692,911

)

(1,692,910

)

Changes in equity

Total comprehensive income

-

(177,766

)

(177,766

)

Balance at 30 June 2023

1

(1,870,677

)

(1,870,676

)

Changes in equity

Total comprehensive income

-

(122,191

)

(122,191

)

Balance at 30 June 2024

1

(1,992,868

)

(1,992,867

)

1.	STATUTORY INFORMATION

Apogii Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going Concern

Subsequent to the year-end on 30 June 2024, the entire issued share capital of Apogii Limited was acquired by GAD NH Limited, a wholly owned subsidiary of Get A Drip Limited. This acquisition represents a change in ownership and integrates the company into the wider Get A Drip group.

The directors have assessed the impact of this acquisition and do not consider it to have a material effect on the company's financial position as at the balance sheet date.

Turnover

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

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and less any accumulated provision for impairment. Cost comprises the cost of acquisition and expenses directly related to the acquisition up until the time when the asset is ready for use.

Depreciation is provided at rates estimated to write off the cost amounts, less estimated residual value, of each asset over its expected useful life as follows:

Leasehold improvements

3 years

Fixtures and fittings

3-8 years

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Current tax and deferred taxation, including UK corporation tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred taxation is provided in full on an undiscounted basis, on all timing differences which result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in tax computations in periods different from those in which they are included in the financial statements.

Deferred tax assets are recognised where it is considered more likely than not that future profits will be available for offset.

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.

Debtors

Debtors are valued individually and provisions are made according to this valuation.

Creditors

Creditors are carried at payment or settlement amounts. Where the time value of money is material, creditors are carried at amortized cost.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 4 (2023 - 5 ) .

4.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Intercompany interest

47,519

45,329

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 30 June 2024 nor for the year ended 30 June 2023.

6.	TANGIBLE FIXED ASSETS

Fixtures

Leasehold

and

improvements

fittings

Totals

£

£

£

COST

At 1 July 2023

and 30 June 2024

519,554

501,252

1,020,806

DEPRECIATION

At 1 July 2023

519,554

325,710

845,264

Charge for year

-

45,392

45,392

At 30 June 2024

519,554

371,102

890,656

NET BOOK VALUE

At 30 June 2024

-

130,150

130,150

At 30 June 2023

-

175,542

175,542

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Other debtors

66,883

64,875

Prepayments

20,345

19,395

87,228

84,270

Deferred tax asset

Deferred tax assets are recognised to the extent it is probable that future taxable profits will be available against which it can be utilised. There are deferred tax assets of net £499,000 (2022/23 - £468,000) not recognised. The deferred tax asset is calculated on the basis of 25% in tax rate (2022/23 - 25% tax rate).

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

22,623

21,777

Other taxation

1,695

2,534

VAT

7,124

11,003

Directors' current accounts

325,095

276,485

Accruals and deferred income

54,786

59,647

411,323

371,446

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

1,810,408

1,810,310

10.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

77,931

83,828

Between one and five years

137,500

215,431

215,431

299,259

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

1

Ordinary

1

1

1

12.	RELATED PARTY DISCLOSURES

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

13.	POST BALANCE SHEET EVENTS

Subsequent to the year-end on 30 June 2024, the entire issued share capital of Apogii Limited was acquired by GAD NH Limited, a wholly owned subsidiary of Get A Drip Limited. This acquisition represents a change in ownership and integrates the company into the wider Get A Drip group.

The directors have assessed the impact of this acquisition and do not consider it to have a material effect on the company's financial position as at the balance sheet date.

14.	ULTIMATE CONTROLLING PARTY

The immediate parent undertaking on 30 June 2024 was Friheden Invest A/S, a company incorporated and registered in Denmark.

Friheden Invest Holding ApS is the smallest group to consolidate these financial statements and copies can be obtained from:

Friheden Invest Holding ApS

Hoesterkoebvej 65

2970 Hoersholm

Denmark

The ultimate controlling party on 30 June 2024 were Emilie Martinsen-Koenigsfeldt by virtue of her 100% shareholding in the ultimate parent company.

Subsequent to the year-end on 30 June 2024, the entire issued share capital of Apogii Limited was acquired by GAD NH Limited, a wholly owned subsidiary of Get A Drip Limited.