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Company registration number: 11211460







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
30 APRIL 2024


VALOREM HOLDINGS LTD






































img665a.png                        

 


VALOREM HOLDINGS LTD
 


 
COMPANY INFORMATION


Directors
D V Garofalo 
S Diederich (appointed 11 October 2023)
D B Fisher (appointed 11 October 2023)




Registered number
11211460



Registered office
95 Gresham Street

London

EC2V 7AB




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

4th Floor, 95 Gresham Street

London

EC2V 7AB





 


VALOREM HOLDINGS LTD
 



CONTENTS



Page
Group strategic report
1 - 2
Directors' report
3 - 4
Independent auditors' report
5 - 8
Consolidated statement of comprehensive income
9
Consolidated balance sheet
10 - 11
Company balance sheet
12
Consolidated statement of changes in equity
13
Company statement of changes in equity
14
Consolidated statement of cash flows
15 - 16
Consolidated analysis of net debt
17
Notes to the financial statements
18 - 37


 


VALOREM HOLDINGS LTD
 


 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 30 APRIL 2024

The Directors present their report together with the audited financial statements for the 15-month period ended 30 April 2024.

Principal Activity
 
The principal activities of the Group remain the manufacture and distribution of luxury perfumes and related high-end goods. The Group continues to serve a discerning global clientele with a focus on delivering exceptional quality, exclusivity, and craftsmanship.

Business review
 
The Directors consider the overall performance of the Group during the reporting period to be satisfactory. During the second half of the period, under the direction of a newly appointed Executive Board, several strategic initiatives were implemented to support the Group’s long-term growth and stability:
 
Significant root and branch overhaul for the regularisation of multiple business processes and practices; 
We initiated a reset of the Group’s cultural foundations, replacing legacy behaviours with a forward-facing ethos of integrity, ethical conduct, professionalism, and respect;
Streamlining the Boadicea the Victorious product portfolio, retaining only the most commercially successful and strategically aligned lines;
Revamping product presentation and componentry to further elevate the brand’s luxury positioning;
Strengthening existing distribution channels while actively developing new market opportunities; and
Investing significantly in online sales infrastructure and digital marketing channels.

The Board extends its sincere thanks to the Group’s employees, customers, suppliers, and strategic partners for their loyalty and support throughout this transformative period.

Directors and Corporate Governance
 
The period under review can be divided into two distinct phases of governance. Until 9 October 2023, David Crisp served as the sole Executive Director of all Group companies. Following the outcome of an investigation led by David Garofalo, the High Court granted an injunction on 9 October 2023, ordering the removal of David Crisp as a Director of all UK companies in the Group. This was effected on 11 October 2023.
David Garofalo, having served as a Non-Executive Director throughout the entire period, assumed a full-time Executive role from 11 October 2023. On the same date, the following Executive Directors were appointed:
 
Stephen Diederich – initially appointed as Chief Operating Officer, later assuming the role of Chief Executive Officer of the trading companies

Dominic Fisher – appointed as Chief Financial Officer

Stephen Diederich brings extensive leadership experience in the luxury sector.
Dominic Fisher is a Chartered Accountant with a strong background in financial oversight, risk, and compliance.
The restructured Board has committed itself to the highest standards of corporate governance. 
The Board is particularly encouraged by the Group’s low levels of employee turnover, which remained stable despite significant executive changes.

Page 1

 


VALOREM HOLDINGS LTD
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024

Financial Performance
 
During the reporting period, the Group incurred one-off costs related to the investigation and removal of the previous executive director, and the extensive regularisation of the business.
These costs totalled £1.29 million and included:
 
Professional investigation services
Legal fees associated with court proceedings and compliance
Direct financial loss with the necessary assessment, rectification and regularisation of business practices

Although post-period legal notices have been served to David Crisp regarding claims for the recovery of some of these costs, their recoverability remains uncertain. Accordingly, no asset has been recognised in the Group’s financial statements relating to this matter during the period.
Consolidated revenue for the 15-month period ended 30 April 2024 was £12,095,836 (year ended 31 January 2023: £8,867,925)
Profit before tax: Loss of £535,837 (2023: Profit of £1,067,992)
Profit after tax: Loss of £666,975 (2023: Profit of £898,518)
Total assets increased to £6,870,286 (2023: £6,648,144)
Shareholders' equity stood at £3,700,419 (2023: £4,367,394)
Despite exceptional non-recurring costs associated with governance reform, the Group maintained a secure financial position. 

Dividends
 
The Directors of Valorem Holdings do not recommend the payment of a dividend for the reporting period.

Risk Management

The Group operates in a sector exposed to various risks including macroeconomic shifts, foreign currency volatility, supply chain pressures, and evolving consumer preferences. Comprehensive risk management strategies have been implemented, including geographic diversification, contingency planning, and a proactive focus on customer retention and digital engagement. Intellectual Property protection remains a priority as with companies operating in the luxury sector.

Sustainability and ESG Commitments

Sustainability remains a core pillar of the Group’s values. We have made meaningful progress in reducing our environmental footprint, particularly through the adoption of sustainable packaging solutions and ethical sourcing practices across our supply chain.

Future Outlook

With a solid foundation now in place, we are committed to driving continued innovation and operational excellence in the periods ahead.


This report was approved by the board on 17 April 2025 and signed on its behalf.



D B Fisher
Director

Page 2

 


VALOREM HOLDINGS LTD
 


 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 APRIL 2024

The directors present their report and the financial statements for the period ended 30 April 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

make judgments 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The loss for the period, after taxation, amounted to £666,975 (2023 - profit £898,518).

No dividends were declared or paid during the period (2023 - £nil).

Directors

The directors who served during the period were:

D V Garofalo 
S Diederich (appointed 11 October 2023)
D B Fisher (appointed 11 October 2023)
David Crisp (resigned 11 October 2023)

Matters covered in the strategic report

Details of future developments have been disclosed in the strategic report.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 3

 


VALOREM HOLDINGS LTD
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024

Post balance sheet events

On 20 June 2024 the Group entered into a new lease which was for a period of 5 years with annual rent of £312,500 being payable.
On 20 March 2025 the Group entered into a loan agreement with a director whereby a director loaned the Group £1,000,000.

Auditors

Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.
 





D B Fisher
Director

Date: 17 April 2025

Page 4

 


VALOREM HOLDINGS LTD
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VALOREM HOLDINGS LTD

Qualified opinion


We have audited the financial statements of Valorem Holdings Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 30 April 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 April 2024 and of the Group's loss for the period 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 qualified opinion


The corresponding figures were unaudited, and thus we were unable to satisfy ourselves concerning the inventory quantities held at 31 January 2023  which are included in the balance sheet at £2,840,827. Consequently we were unable to determine whether any adjustment to this amount at 31 January 2023 was necessary or whether there was any consequential effect on the cost of sales for the year ended 30 April 2024.
Additionally, arising from the matters disclosed in Note 30, we were unable to obtain sufficient appropriate audit evidence about whether related party relationships and transactions have been appropriately identified, accounted for and disclosed in the financial statements in accordance with Section 33 of FRS 102.


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 United Kingdom, including the Financial Reporting Council'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 qualified 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 or 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.


Page 5

 


VALOREM HOLDINGS LTD


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VALOREM HOLDINGS LTD (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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 matters prescribed by the Companies Act 2006
 

Except for the possible effects of the matters described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:


the information given in the Group strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

Except for the matter described in the basis for qualified opinion section of our report, 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 Directors' report.
Arising solely from the limitation on the scope of our work relating to related parties, referred to above:
we have not obtained all the information and explanations that we considered necessary for the purpose of our audit.


We have nothing to report in respect of the following matters in relation to which 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.



Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, 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 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.


Page 6

 


VALOREM HOLDINGS LTD


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VALOREM HOLDINGS LTD (CONTINUED)

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 an Auditors' 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:
 
Companies Act 2006;
UK tax legislation; and
Financial Reporting Standard 102.

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

We understood how the Group is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. No issues were identified in this area.
We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
 
Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
Challenging assumptions and judgements made by management in the application of accounting estimates; and
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation
for fraud and identified the greatest potential for fraud in the following areas:
 
The posting of unusual journals and complex transactions; or
The judgement of the accounting estimate relating to intangible assets; or
The use of management override of controls to manipulate results, or to cause the Group to enter into transaction not in its best interests.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' report.


Page 7

 


VALOREM HOLDINGS LTD


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VALOREM HOLDINGS LTD (CONTINUED)

Other matter
 

The corresponding figures for the year ended 31 January 2023 are unaudited.


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 2006Our 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 Auditors' 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.





Andrew Wooding FCA (Senior statutory auditor)
for and on behalf of
Menzies LLP
Chartered Accountants
Statutory Auditor
4th Floor, 95 Gresham Street
London
EC2V 7AB

17 April 2025
Page 8

 


VALOREM HOLDINGS LTD
 


 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 APRIL 2024

Period ended
30 April
Year ended
31 January
2024
2023
Note
£
£

  

Turnover
 4 
12,095,836
8,867,925

Cost of sales
  
(8,086,477)
(5,571,900)

Gross profit
  
4,009,359
3,296,025

Administrative expenses
  
(3,168,837)
(1,934,636)

Exceptional administrative expenses
  
(1,291,843)
-

Other operating income
 6 
-
(107,153)

Fair value movements
  
(5,899)
(129,199)

Operating (loss)/profit
 7 
(457,220)
1,125,037

Interest payable and similar expenses
 11 
(78,617)
(57,045)

(Loss)/profit before taxation
  
(535,837)
1,067,992

Tax on (loss)/profit
 12 
(131,138)
(169,474)

(Loss)/profit for the financial period
  
(666,975)
898,518

  

Total comprehensive income for the period
  
(666,975)
898,518

(Loss)/profit for the period attributable to:
  

Owners of the parent Company
  
(666,975)
898,518

  
(666,975)
898,518

Total comprehensive income for the period attributable to:
  

Owners of the parent Company
  
(666,975)
898,518

  
(666,975)
898,518

The notes on pages 18 to 37 form part of these financial statements.

Page 9

 


VALOREM HOLDINGS LTD
REGISTERED NUMBER:11211460



CONSOLIDATED BALANCE SHEET
AS AT 30 APRIL 2024

30 April
31 January
2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
68,493
119,654

Tangible assets
 14 
213,456
273,875

Investments
 15 
-
49,000

  
281,949
442,529

Current assets
  

Stocks
 16 
3,277,276
2,840,827

Debtors: amounts falling due within one year
 17 
2,388,797
1,968,540

Cash at bank and in hand
 18 
922,264
1,396,248

  
6,588,337
6,205,615

Creditors: amounts falling due within one year
 19 
(2,774,190)
(1,694,898)

Net current assets
  
 
 
3,814,147
 
 
4,510,717

Total assets less current liabilities
  
4,096,096
4,953,246

Creditors: amounts falling due after more than one year
 20 
(251,677)
(441,852)

Provisions for liabilities
  

Other provisions
 24 
(144,000)
(144,000)

  
 
 
(144,000)
 
 
(144,000)

Net assets
  
3,700,419
4,367,394


Capital and reserves
  

Called up share capital 
 25 
2,486
2,486

Capital redemption reserve
 26 
140
140

Merger reserve
 26 
273,646
273,646

Profit and loss account
 26 
3,424,147
4,091,122

Equity attributable to owners of the parent Company
  
3,700,419
4,367,394

  
3,700,419
4,367,394


Page 10

 


VALOREM HOLDINGS LTD
REGISTERED NUMBER:11211460


    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 30 APRIL 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 April 2025.




D B Fisher
Director

The notes on pages 18 to 37 form part of these financial statements.

Page 11

 


VALOREM HOLDINGS LTD
REGISTERED NUMBER:11211460



COMPANY BALANCE SHEET
AS AT 30 APRIL 2024

30 April
31 January
2024
2023
Note
£
£

Fixed assets
  

Investments
 15 
2,628
2,628

  
2,628
2,628

Current assets
  

Debtors: amounts falling due within one year
 17 
147,318
146,275

Cash at bank and in hand
 18 
2,002
79

  
149,320
146,354

Creditors: amounts falling due within one year
 19 
(787,692)
(133,852)

Net current (liabilities)/assets
  
 
 
(638,372)
 
 
12,502

Total assets less current liabilities
  
(635,744)
15,130

  

  

Net (liabilities)/assets
  
(635,744)
15,130


Capital and reserves
  

Called up share capital 
 25 
2,486
2,486

Capital redemption reserve
 26 
140
140

Profit and loss account brought forward
  
12,504
28,181

Loss for the period
  
(650,874)
(15,677)

Profit and loss account carried forward
  
(638,370)
12,504

  
(635,744)
15,130


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 April 2025.




D B Fisher
Director

The notes on pages 18 to 37 form part of these financial statements.

Page 12

 


VALOREM HOLDINGS LTD
 



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 APRIL 2024


Called up share capital
Capital redemption reserve
Merger reserve
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£
£


At 1 February 2022
2,486
140
273,646
3,192,604
3,468,876
3,468,876


Comprehensive income for the year

Profit for the year
-
-
-
898,518
898,518
898,518
Total comprehensive income for the year
-
-
-
898,518
898,518
898,518



At 1 February 2023
2,486
140
273,646
4,091,122
4,367,394
4,367,394


Comprehensive income for the period

Loss for the period
-
-
-
(666,975)
(666,975)
(666,975)
Total comprehensive income for the period
-
-
-
(666,975)
(666,975)
(666,975)


At 30 April 2024
2,486
140
273,646
3,424,147
3,700,419
3,700,419


The notes on pages 18 to 37 form part of these financial statements.

Page 13

 


VALOREM HOLDINGS LTD
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 APRIL 2024


Called up share capital
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£


At 1 February 2022
2,486
140
28,181
30,807


Comprehensive income for the year

Loss for the year
-
-
(15,677)
(15,677)
Total comprehensive income for the year
-
-
(15,677)
(15,677)



At 1 February 2023
2,486
140
12,504
15,130


Comprehensive income for the year

Loss for the period
-
-
(650,874)
(650,874)
Total comprehensive income for the period
-
-
(650,874)
(650,874)


At 30 April 2024
2,486
140
(638,370)
(635,744)


The notes on pages 18 to 37 form part of these financial statements.

Page 14

 


VALOREM HOLDINGS LTD
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 APRIL 2024

Period ended
30 April
Year ended
31 January
2024
2023
£
£

Cash flows from operating activities

(Loss)/profit for the financial period
(666,975)
898,518

Adjustments for:

Amortisation of intangible assets
51,161
42,429

Depreciation of tangible assets
164,509
70,780

Interest charge
78,617
57,045

Taxation charge
131,138
169,474

(Increase) in stocks
(436,449)
(298,302)

(Increase) in debtors
(343,869)
(238,215)

Increase in creditors
1,240,384
224,927

Increase in provisions
-
144,000

Net fair value losses recognised in P&L
5,899
129,199

Corporation tax (paid)
(359,258)
(272,123)

Interest paid
(9,506)
(14,276)

Net cash (used in)/generated from operating activities

(144,349)
913,456


Cash flows from investing activities

Purchase of intangible fixed assets
-
(33,350)

Purchase of tangible fixed assets
(104,090)
(321,033)

Net cash used in investing activities

(104,090)
(354,383)
Page 15

 


VALOREM HOLDINGS LTD
 



CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 30 APRIL 2024

Period ended
30 April
Year ended
31 January

2024
2023

£
£



Cash flows from financing activities

Repayment of loans
(247,530)
(381,326)

Repayment of/new finance leases
21,985
-

Net cash used in financing activities
(225,545)
(381,326)

Net (decrease)/increase in cash and cash equivalents
(473,984)
177,747

Cash and cash equivalents at beginning of period
1,396,248
1,218,501

Cash and cash equivalents at the end of period
922,264
1,396,248


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
922,264
1,396,248

922,264
1,396,248


The notes on pages 18 to 37 form part of these financial statements.

Page 16

 


VALOREM HOLDINGS LTD
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 30 APRIL 2024





At 1 February 2023
Cash flows
New finance leases
At 30 April 2024
£

£

£

£

Cash at bank and in hand

1,396,248

(473,984)

-

922,264

Debt due after 1 year

(441,852)

208,978

-

(232,874)

Debt due within 1 year

(164,014)

(1,772)

-

(165,786)

Finance leases

-

1,005

(22,990)

(21,985)


790,382
(265,773)
(22,990)
501,619

The notes on pages 18 to 37 form part of these financial statements.

Page 17

 


VALOREM HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

1.


General information

Valorem Holdings Ltd is a private company limited by shares, incorporated in England & Wales under the Companies Act, registration 11211460.
The address of the registered office is shown on the company information page. The address of the principal place of business is Unit 16, Quadrant Court, Crossways Business Park, Greenhithe, Kent, DA9 9AY.
The accounting period is 15 months as the year end has been changed from 31 January 2024 to 30 April 2024.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The group financial statements consolidate the financial statements of Valorem Holdings Limited and all its subsidiary undertakings drawn up to 30 April each year.
Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control and continue to be consolidated until the date that such control ceases. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by other members of the Group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Therefore, the Group continues to recognise a merger reserve which arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.

Page 18

 


VALOREM HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Revenue is recognised when the Group has transferred the significant risks and rewards of ownership to the buyer.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

Page 19

 


VALOREM HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.7

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.8

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.


 
2.9

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Goodwill
-
20
years
Trademarks
-
10
years
Other intangible fixed assets
-
3
years

Page 20

 


VALOREM HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.11

Tangible fixed assets

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 by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery
-
33%
Fixtures and fittings
-
33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

  
2.14

Associates and joint ventures

Associates and Joint Ventures are held at cost less impairment.

 
2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is 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.

Page 21

 


VALOREM HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.16

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.17

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The Group does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

Page 22

 


VALOREM HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Key source of estimation uncertainty 
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:
Stock provisions
Stocks are reported on the statement of financial position at the lower of cost or net realisable value, with appropriate allowances made for obsolete and slow-moving items. The directors have applied their industry expertise, experience, and knowledge of historic trends of the business to determine the necessary provisions. 
Bad debt provisions
In calculation of the year end bad debt provisions management have made the provision based on their knowledge of the Group's customers and the customer's ability to repay its debts.

Page 23

 


VALOREM HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


Period ended
30 April
Year ended
31 January
2024
2023
£
£

Sale of perfume and related luxury goods
10,629,781
7,854,172

Third party logistics
1,173,786
961,519

Filling
292,269
52,234

12,095,836
8,867,925


Analysis of turnover by country of destination:

Period ended
30 April
Year ended
31 January
2024
2023
£
£

United Kingdom
3,326,040
3,703,093

Rest of Europe
2,523,538
757,710

Rest of the world
6,246,258
4,407,122

12,095,836
8,867,925



5.


Exceptional items

Period ended
30 April
Year ended
31 January
2024
2023
£
£


Bad debts and stock written off
350,960
-

Legal costs
725,244
-

Costs relating to transition to new management team
117,163
-

Rectification of issues
66,591
-

Loss on forward contract
31,885
-

1,291,843
-

Page 24

 


VALOREM HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

6.


Other operating income

Period ended
30 April
Year ended
31 January
2024
2023
£
£

Other operating income
-
24,493

Government grants receivable
-
82,660

-
107,153



7.


Operating (loss)/profit

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

Period ended
30 April
Year ended
31 January
2024
2023
£
£

Exchange differences
(23,129)
30,231

Other operating lease rentals
267,877
218,095


8.


Auditors' remuneration

Period ended
30 April
Year ended
31 January
2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
5,000
-

Page 25

 


VALOREM HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

9.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
15 months ended 30 April
Group
12 months ended 31 January
2024
2023
£
£


Wages and salaries
2,859,074
1,949,407

Social security costs
236,317
190,634

Cost of defined contribution scheme
38,409
27,588

3,133,800
2,167,629


The average monthly number of employees, including the directors, during the period was as follows:


     Period ended
       30 April
       Year ended
       31 January
        2024
        2023
            No.
            No.







Head office
14
13



Sales
9
11



Warehouse
36
28

59
52

The Company has no employees who did not receive any remuneration (2023 - £NIL)

10.


Directors' remuneration

Period ended
30 April
Year ended
31 January
2024
2023
£
£

Directors' emoluments
243,301
97,917

Group contributions to defined contribution pension schemes
220
-

243,521
97,917


The highest paid director received remuneration of £84,231 (2023 - £72,917).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2023 - £NIL).

Page 26

 


VALOREM HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

11.


Interest payable and similar expenses

Period ended
30 April
Year ended
31 January
2024
2023
£
£


Bank interest payable
359
-

Other loan interest payable
78,258
56,847

Other interest payable
-
198

78,617
57,045


12.


Taxation


Period ended
30 April
Year ended
31 January
2024
2023
£
£

Corporation tax


Current tax on profits for the year
-
169,474

Foreign tax


Foreign tax on income for the year
131,138
-

Total current tax
131,138
169,474
Page 27

 


VALOREM HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024
 
12.Taxation (continued)


Factors affecting tax charge for the period/year

The tax assessed for the period/year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

Period ended
30 April
Year ended
31 January
2024
2023
£
£


(Loss)/profit on ordinary activities before tax
(535,837)
1,067,992


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
(133,959)
202,918

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
5,051
86

Depreciation for period/year in excess of capital allowances
21,728
(37,374)

Lower tax rates on overseas earnings
(6,916)
-

Unrelieved tax losses carried forward
349,037
-

Other differences leading to an increase (decrease) in the tax charge
(103,803)
3,844

Total tax charge for the period/year
131,138
169,474


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 28

 


VALOREM HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

13.


Intangible assets

Group and Company







Development expenditure
Trademarks
Goodwill
Total

£
£
£
£



Cost


At 1 February 2023
294,756
17,484
172,160
484,400



At 30 April 2024

294,756
17,484
172,160
484,400



Amortisation


At 1 February 2023
236,754
17,484
110,508
364,746


Charge for the period on owned assets
40,401
-
10,760
51,161



At 30 April 2024

277,155
17,484
121,268
415,907



Net book value



At 30 April 2024
17,601
-
50,892
68,493



At 31 January 2023
58,002
-
61,652
119,654



Page 29

 


VALOREM HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

14.


Tangible fixed assets

Group








Plant and machinery
Fixtures and fittings
Total

£
£
£



Cost or valuation


At 1 February 2023
99,197
420,695
519,892


Additions
53,762
50,328
104,090



At 30 April 2024

152,959
471,023
623,982



Depreciation


At 1 February 2023
21,097
224,920
246,017


Charge for the period on owned assets
47,801
116,708
164,509



At 30 April 2024

68,898
341,628
410,526



Net book value



At 30 April 2024
84,061
129,395
213,456



At 31 January 2023
78,100
195,775
273,875


15.


Fixed asset investments

Group








Investments in associates

£





At 1 February 2023
49,000


Transfer on acquisition of subsidiary
(49,000)



At 30 April 2024
-




Page 30

 


VALOREM HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024
Company








Investments in subsidiary companies

£



Cost or valuation


At 1 February 2023
2,628



At 30 April 2024
2,628





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Valorem Capital One Ltd
95 Gresham Street, London, EC2V 7AB
Ordinary
100%
Valorem Distribution Ltd
95 Gresham Street, London, EC2V 7AB
Ordinary
100%
Valorem Bespoke Ltd
95 Gresham Street, London, EC2V 7AB
Ordinary
100%
CP Parfums Ltd
95 Gresham Street, London, EC2V 7AB
Ordinary
100%
Valorem Europe B.V.
95 Gresham Street, London, EC2V 7AB
Ordinary
100%

CP Parfums Ltd is exempt from Companies Act 2006 requirements relating to the audit of their individual accounts by virtue of Section 479A of the Act as Valorem Holdings Limited has guaranteed the subsidiary company under section 479C of the Act. 


16.


Stocks

Group
30 April
Group
31 January
2024
2023
£
£

Raw materials and consumables
2,030,094
1,781,613

Finished goods and goods for resale
1,247,182
1,059,214

3,277,276
2,840,827


The difference between purchase price or production cost of stocks and their replacement cost is not material.


17.


Debtors

Page 31

 


VALOREM HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024
Group
30 April
Group
31 January
Company
30 April
Company
31 January
2024
2023
2024
2023
£
£
£
£


Trade debtors
1,107,225
1,279,375
-
-

Amounts owed by group undertakings
-
30,021
-
-

Other debtors
855,160
587,115
147,318
146,275

Prepayments and accrued income
399,024
72,029
-
-

Tax recoverable
27,388
-
-
-

2,388,797
1,968,540
147,318
146,275


The Group enters into foreign currency contracts to mitigate the exchange rate risk for certain foreign currency debtors. Details of the contracts outstanding at 30 April 2024 can be found in the creditors note.


18.


Cash and cash equivalents

Group
30 April
Group
31 January
Company
30 April
Company
31 January
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
922,264
1,396,248
2,002
79

922,264
1,396,248
2,002
79


Page 32

 


VALOREM HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

19.


Creditors: Amounts falling due within one year

Group
30 April
Group
31 January
Company
30 April
Company
31 January
2024
2023
2024
2023
£
£
£
£

Bank loans
165,786
164,014
-
-

Trade creditors
1,109,259
793,721
2,483
-

Amounts owed to group undertakings
-
-
168,523
121,702

Corporation tax
-
200,732
-
-

Other taxation and social security
71,019
45,089
-
-

Obligations under finance lease and hire purchase contracts
3,182
-
-
-

Other creditors
664,828
44,189
580,486
-

Accruals and deferred income
654,709
239,724
36,200
12,150

Financial instruments
105,407
207,429
-
-

2,774,190
1,694,898
787,692
133,852


Bank loans of £250,000 (2023 - £401,393) are secured on a fixed and floating charge over all assets of a subsidiary company and a personal guarantee given by D A Crisp, a former director.
Directors loan account of £580,486 (2023: £nil) included in other creditors is secured by way of a fixed and floating charge over the assets of the Group.
The Group enters into foreign currency contracts to mitigate the exchange rate risk for certain foreign currency debtors. Details of the contracts outstanding at 30 April 2024 are as follows:
Contract       Buy                           Sell                        Maturity
1                   £1,085,069               $1,500,000            31/12/2024
The forward currency contracts are measured at fair value using quoted forward exchange rates.


20.


Creditors: Amounts falling due after more than one year

Group
30 April
Group
31 January
2024
2023
£
£

Bank loans
232,874
441,852

Net obligations under finance leases and hire purchase contracts
18,803
-

251,677
441,852



Page 33

 


VALOREM HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

21.


Loans


Analysis of the maturity of loans is given below:


Group
30 April
Group
31 January
2024
2023
£
£

Amounts falling due within one year

Bank loans
165,786
164,014

Amounts falling due 2-5 years

Bank loans
232,874
441,852


398,660
605,866



22.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
30 April
Group
31 January
2024
2023
£
£

Within one year
4,629
-

Between 1-5 years
4,629
-

Over 5 years
12,728
-

21,986
-


23.


Financial instruments

Group
30 April
Group
31 January
2024
2023
£
£



Financial liabilities

Derivative financial instruments measured at fair value through profit or loss held as part of a trading portfolio
(105,407)
(207,429)


Derivative financial instruments measured at fair value through profit or loss held as part of a trading portfolio comprise foreign currency contracts.

Page 34

 


VALOREM HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

24.


Provisions


Group



Dilapidations provision

£





At 1 February 2023
144,000



At 30 April 2024
144,000

Page 35

 


VALOREM HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

25.


Share capital

30 April
31 January
2024
2023
£
£
Allotted, called up and fully paid



2,486 (2023 - 2,486) Ordinary shares of £1.00 each
2,486
2,486



26.


Reserves

Capital redemption reserve

This reserve records the transfers from share capital on redemption or repurchase of issued shares.

Merger Reserve

This reserve arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.

Profit and loss account

This reserve records retained earnings and accumulated profit/(losses).


27.


Contingent liabilities

The Group has provided a guarantee of $306,000 (2023 - $306,000) in respect of sale or return goods supplied to a customer.


28.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £38,409 (2023 - £27,588) . Contributions totalling £7,351 (2023 - £5,495) were payable to the fund at the balance sheet date and are included in creditors.


29.


Commitments under operating leases

At 30 April 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
30 April
Group
31 January
2024
2023
£
£

Not later than 1 year
132,977
199,465

Later than 1 year and not later than 5 years
-
182,843

132,977
382,308

Page 36

 


VALOREM HOLDINGS LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 APRIL 2024

30.


Related party transactions

Included in other creditors is amount due to a director of £580,486 (2023 - £nil) and interest charged in the period of £28,787 (2023 - £nil). The directors loan account is secured by way of a fixed and floating charge over the assets of the Company.
During the period the Group was charged £nil (2023 - £9,370) by Crisp Finance Limited, a company owned by D A Crisp, a former director, in respect of a personal guarantee which represents 3% of the liability secured.
Based on matters disclosed in the strategic report, at the date of approval of these accounts, the current directors are unable to confirm whether any additional related party transactions occurred during the reporting period that may require disclosure involving the former director, David Crisp, either directly or indirectly through any person or entity connected to David Crisp who meet the definition of a related party under Section 33 of FRS 102.


31.


Post balance sheet events

On 20 June 2024 the Group entered into a new lease which was for a period of 5 years with annual rent of £312,500 being payable.
On 20 March 2025 the Group entered into a loan agreement with a director whereby a director loaned the Group £1,000,000.

 
Page 37