Company registration number 07804572 (England and Wales)
FADE OUT LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
FADE OUT LIMITED
CONTENTS
Page
Company information
1
Balance sheet
2
Notes to the financial statements
3 - 9
FADE OUT LIMITED
COMPANY INFORMATION
- 1 -
Directors
Mrs S J Cunniffe
(Appointed 9 February 2024)
Mrs C F MacDonough
(Appointed 9 February 2024)
Mr S J MacDonough
(Appointed 9 February 2024)
Mr S McLaughlin
(Appointed 9 February 2024)
Secretary
Mr B Aitken
Company number
07804572
Registered office
Suite 1
7th Floor, 50 Broadway
London
United Kingdom
SW1H 0DB
Auditor
Consilium Audit Limited
169 West George Street
Glasgow
Scotland
G2 2LB
FADE OUT LIMITED
BALANCE SHEET
AS AT
30 SEPTEMBER 2024
30 September 2024
- 2 -
30 September 2024
31 March 2023
Notes
£
£
£
£
Fixed assets
Intangible assets
3
185,208
222,250
Tangible assets
4
1,750
3,000
186,958
225,250
Current assets
Stocks
244,802
300,400
Debtors
5
585,808
71,982
Cash at bank and in hand
134,946
965,556
372,382
Creditors: amounts falling due within one year
6
(1,319,645)
(573,133)
Net current liabilities
(354,089)
(200,751)
Total assets less current liabilities
(167,131)
24,499
Provisions for liabilities
(5,783)
Net (liabilities)/assets
(172,914)
24,499
Capital and reserves
Called up share capital
7
1
1
Profit and loss reserves
(172,915)
24,498
Total equity
(172,914)
24,499
The notes on pages 3 to 9 form part of these financial statements.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 26 June 2025 and are signed on its behalf by:
Mr S McLaughlin
Director
Company Registration No. 07804572
FADE OUT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 3 -
1
Accounting policies
Company information
Fade Out Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 1, 7th Floor, 50 Broadway, London, United Kingdom, SW1H 0DB. The company's registration number is 07804572.
1.1
Reporting period
The current year figures cover the 18 month period to 30 September 2024. The comparative figures cover the 12 month period to 31 March 2023.
1.2
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.3
Going concern
The company is dependent on the ongoing support of Professional Beauty Systems (Holdings) Limited, the parent company, to provide funds to meet its debts and other financial obligations as they fall due. Professional Beauty Systems (Holdings) Limited has pledged its support to the company to enable it to continue in operational existence for the foreseeable future. In view of this, the directors are satisfied that it is appropriate to prepare the accounts on a going concern basis.true
1.4
Turnover
The turnover represents the value of all goods sold during the year, less returns received and services delivered at a selling price exclusive of Value Added Tax. Sales are recognised at the point at which the company has fulfilled its contractual obligations and the risks and rewards attaching to the product, such as obsolescence, have been transferred to the customer.
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Patents & licences
Equal annual installments over 20 years.
FADE OUT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Plant and equipment
10% on cost
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to the profit and loss account.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the profit and loss account, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the profit and loss account, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.8
Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Cost consists of the purchase price of materials and an appropriate proportion of production overheads, where applicable.
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company 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.
FADE OUT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 5 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
FADE OUT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 6 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
2
Employees
The average monthly number of persons (including directors) employed by the company during the Period was:
2024
2023
Total
The entity has no employees in its own right, however, the staff costs reported reflect recharged costs from other group entities.
FADE OUT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 7 -
3
Intangible fixed assets
Patents & Licences
£
Cost
At 1 April 2023 and 30 September 2024
889,000
Amortisation and impairment
At 1 April 2023
666,750
Amortisation charged for the Period
37,042
At 30 September 2024
703,792
Carrying amount
At 30 September 2024
185,208
At 31 March 2023
222,250
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 April 2023 and 30 September 2024
7,500
Depreciation and impairment
At 1 April 2023
4,500
Depreciation charged in the Period
1,250
At 30 September 2024
5,750
Carrying amount
At 30 September 2024
1,750
At 31 March 2023
3,000
5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
544,982
Amounts owed by group undertakings
71,982
Other debtors
40,826
585,808
71,982
FADE OUT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 8 -
6
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
247,014
573,133
Amounts owed to group undertakings
1,058,855
Other creditors
13,776
1,319,645
573,133
7
Called up share capital
2024
2023
£
£
Ordinary share capital
Issued and fully paid
1 Ordinary of £1
1
1
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was qualified and the auditor reported as follows:
We have audited the financial statements of Fade Out Limited (the 'company') for the Period ended 30 September 2024 which comprise , the balance sheet and notes to the financial statements, including 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, except for the 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 company's affairs as at 30 September 2024 and of its 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.
FADE OUT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
8
Audit report information
(Continued)
- 9 -
Basis for qualified opinion
We were not appointed as auditor of the Company until after 31 March 2023 as prior to 30 September 2024 there was no requirement for the company to be audited. As such, we did not observe the counting of physical inventories at the end of the year to 31 March 2023. We were unable to satisfy ourselves by alternative means concerning these inventory quantities, which were included in the balance sheet at £300,400.
Consequently, we were unable to determine whether any adjustment to this amount at 31 March 2023 was necessary or whether there was any consequential effect on the cost of sales for the period ended 30 September 2024.
In addition, we have not been able to verify the accuracy of the financial results for the period prior to the acquisition on 7 February 2024. This is due to us not being able to access, separate and verify the records held by the previous owner. We have been unable to satisfy ourselves by alternative means concerning these results. The loss for the period to the date of acquisition was £61,849 with a net impact on the balance for the same value.
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's 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 qualified opinion.
Senior Statutory Auditor:
Brian Thomson BA(Hons) CA
Statutory Auditor:
Consilium Audit Limited
9
Related party transactions
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.
No other transactions with related parties were undertaken such as are required to be disclosed under the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".
10
Ultimate controlling undertaking
Prior to 9 February 2024 the company was under the control of the holders of the ordinary share capital in the ultimate parent company, Vivalis Group Limited.
The company is now under the control of the holders of the ordinary share capital in the ultimate parent company, Professional Beauty Systems (Holdings) Limited. No individual shareholder has a controlling interest.
The company is included by full consolidation in the consolidated financial statements of its ultimate parent, Professional Beauty Systems (Holdings) Limited, registered in Scotland, at 3 Newmains Avenue, Inchinnan, Renfrew PA4 9RR.
Copies of the consolidated financial statements are available from Companies House.