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Registered number:
For the year ended
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Ecotrade Europe Ltd
Company Information
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Ecotrade Europe Ltd
Contents
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Ecotrade Europe Ltd
Strategic Report
For the year ended 31 December 2024
The Director presents the Strategic Report for the year ended 31 December 2024.
Ecotrade Europe Limited (“the Company”) is an own brand international retailer of luxury hair solutions including human hair, styling tools and aftercare products. During 2024, the Company traded internationally across multiple channels including direct-to-consumer, salons and distributors through the Company’s own web platform, sales reps and phone orders.
The Company delivered turnover of £45.3m in the year to 31 December 2024 (2023: £40.9m) representing an increase of 11% on the prior year. The Company has continued to benefit from its increased focus throughout the year on key business elements, particularly through the implementation of targeted business models and strategic plans, whilst this has helped to strengthen our overall brand reputation, the ever evolving challenges the retail sector faces have continued to impact customers buying habits during the first half of the year, with improvements seen during the second half of the year. Over the years, the Company has seen continued pressure on the price of raw materials worsened by the strengthening of the US Dollar. During 2024, the Company has seen strengthening of the UK economy which has alleviated some of this pressure the Company has experienced from FX volatility, improving profitability with gross margin of 39% (2023: 38%). The Company has continued to maximise its efficiency across its cost base by continually negotiating variable expenses throughout the period, with cost reductions seen across a number of key areas. 2024 delivered 10% EBITDA, which is consistent with the prior period (10% in 2023). The Company has also continued to invest in key strategic initiatives in preparation for 2025. The Company has been able to manage working capital efficiently in the year, increasing net current assets to £18.6m finishing the year with a slightly more efficient stock profile in comparison to the prior period despite the increase in revenues during the period. During the year, the business has continued to integrate with Beauty Industry Group (BIG), aligning on group wide operational practices, including processes and controls across all departments within the business. 2025 will continue to see investment in the brand and the launch of new products and technologies. This will continue to deliver on the market share which the business holds, whilst allowing the business to continue targeting new international markets that the Company has had little or no prior presence in.
Operational and compliance risks are constantly being monitored and procedures are being implemented to address issues as they arise. The Company is committed to building organisational resilience with the capability of providing effective responses, as well as identifying risk-based opportunities.
Financial risks relating to currency exposure are closely monitored and mitigated where possible with the use of financial instruments. Credit risk is constantly monitored, and credit limits are under constant review. Reputation and strategic risks continue to be reduced with the support of the Beauty Industry Group, to which the Company belongs, with emphasis being on increasing the variety of quality products and widening the Company's client base. The rising cost of air freight and materials, coupled with the uncertainty related to consumer sentiment, particularly human hair and fluctuations in foreign exchange rates have been the principal risks to the business and will continue into 2025. The Company is able to attract and retain high calibre employees and investment is made in the IT systems to ensure that they are able to continue to respond to the needs of the business and do not become obsolete.
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Ecotrade Europe Ltd
Strategic Report (continued)
For the year ended 31 December 2024
The Company's key performance indicators are presented below:
The Directors are collectively responsible under section 172 of the Companies Act to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders as a whole and to take into account wider stakeholder needs when doing so. In its considerations and decision making processes the Board therefore has regard to certain key matters including, but not limited to, the long term impact of the Company’s operations on local communities and the environment and the need to preserve the Company’s reputation for high standards of business conduct.
Our employees are key to the delivery of our services and therefore to the long term success of the business. It is imperative to keep them actively engaged and motivated. Regular staff communication and engagement occurs through team meetings and training. Our global customer base is served through our B2B and D2C channels across our portfolio of own brands and retail destinations. Understanding our customers and how they like to purchase, discover new products, and be made aware of new trends and solutions is essential for developing our brand and ensuring they are relevant to the markets they operate in. We aim to enable a simplified customer journey, from product discovery to checkout and delivery, which supports our consistently strong repeat purchase rates. The Company partners with suppliers to ensure it can continue to address customers and consumers’ evolving demands. The Board is committed to fostering and developing supplier relationships in a way that empowers the brands we own and those which we work with to drive innovative solutions to consumer demands, while balancing the need to tackle societal and environmental issues. The Company is continually reviewing its systems and procedures to reduce energy consumption and ensuring they are SECR compliant.
This report was approved by the board and signed on its behalf.
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Ecotrade Europe Ltd
Directors' Report
For the year ended 31 December 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £3,698,470 (2023 -£3,382,601).
Dividends totalling £Nil (2023: £Nil) were paid on the ordinary shares entitled to dividends in the year.
The director who served during the year was:
The future developments of the Company are disclosed within the Strategic Report.
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Ecotrade Europe Ltd
Directors' Report (continued)
For the year ended 31 December 2024
The Director and senior management are aware of their responsibility for managing risks within the business. Risk is regularly reviewed at Board level and with Beauty Industry Group management to ensure that risk management is being implemented and monitored regularly.
Financial risk management The Company finances its activities with a combination of cash, hire purchase contracts and a working capital loan from a parent company in the United States of America. Other financial assets and liabilities, such as trade debtors and trade creditors, arise directly from the Company's operating activities. The Company's operations involve exposure to the following risks. Price risk Price risk is the risk that changes in raw material prices have the potential to impact on the profitability of the Company. Credit risk A significant number of the Company's retail customers pay in advance for purchases. Company policies are aimed at minimising losses and require salon and trade customers to satisfy credit worthiness. An initial payment in advance is requested from new salon customers, to open an account, and larger trade customer accounts are set up following credit review. The credit risk on bank balances is low as they are held with A-rated counterparties. Liquidity risk The Company regularly forecasts cash flow and maintains an appropriate balance of cash and working capital loan facility to ensure that sufficient funds are available from trading to meet its obligations as they fall due and cover future expenses. Currency risk A number of key suppliers invoice the Company in US Dollars or Euros and the Company is therefore exposed to fluctuations in exchange rates. Interest rate risk The Company's hire purchase liabilities are immaterial and the exposure to interest rate risk is very low. Competitive risks The Company operates in competitive markets. The breadth of the customer base reduces the possible effect of the loss of any one single client. The Company focuses on providing clients with high quality product and levels of service. This enables the Company to maintain long-term relationships with trade and salon customers, maintain the reputation of the Beauty Works brand amongst consumers and attract new custom.
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Ecotrade Europe Ltd
Directors' Report (continued)
For the year ended 31 December 2024
The Company is defined as a large company in line with the Companies Act 2006, and has consumed more than 40,000 kWh of energy in the reporting period therefore hitting the threshold for Streamlined Energy and Carbon Reporting (SECR). The company has followed the 2019 HM Government Environmental Reporting Guidelines and has also used the GHG Reporting Protocol – Corporate Standard.
UK Greenhouse gas emissions and energy use data for the period 1 January 2023 to 31 December 2024:
In the year the total energy consumption equated to 505,880 kWh across the company which was made up of gas, electricity and fuel across the head office site, the company warehouse, and delivery vehicles.
The increase from 2023 noted above relates to the expansion of the sales representative’s presence on the road in light of the new trade strategy, this strategy allows for localised sales representatives to build on customer relations in a more efficient manner by forging better relationships via face-to-face interactions. This is also attributed to the addition of a new warehouse, which was necessitated by a significant rise in sales and the corresponding need for expanded storage capacity. As sales volumes grew, the existing infrastructure could no longer accommodate the increased inventory, leading to the establishment of an additional facility. This expansion has naturally resulted in higher energy usage. Consequently, while the growth in sales reflects positive business momentum, it has also contributed to a proportional increase in energy consumption metrics. The company continues to review areas whereby energy efficiency can be improved such as increased video conferencing technology for staff meetings, to reduce the need for travel between sites. In addition to these measures, we are actively assessing our warehouse space to identify opportunities for improved layout and storage efficiencies. By optimising how inventory is organised and utilising vertical space more effectively, we aim to reduce the energy required for operations such as lighting, heating, and material handling. These efforts not only help lower our energy consumption but also enhance overall operational productivity and sustainability.
There have been no significant events affecting the Company since the year end.
The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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Ecotrade Europe Ltd
Directors' Report (continued)
For the year ended 31 December 2024
This report was approved by the board and signed on its behalf.
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Ecotrade Europe Ltd
Independent Auditors' Report to the Members of Ecotrade Europe Ltd
We have audited the financial statements of Ecotrade Europe Ltd (the 'Company') for the year ended 31 December 2024, which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 Company 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 opinion.
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 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.
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 Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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.
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Ecotrade Europe Ltd
Independent Auditors' Report to the Members of Ecotrade Europe Ltd (continued)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
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 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:
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Ecotrade Europe Ltd
Independent Auditors' Report to the Members of Ecotrade Europe Ltd (continued)
Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
∙The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
∙The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
∙Supporting documentation relating to the Company's policies and procedures for:
°Identifying, evaluating, and complying with laws and regulations
°Detecting and responding to the risks of fraud
∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-bribery and Corruption.
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
∙Evaluation and testing of management’s controls designed to prevent and detect irregularities.
∙Enquiring of management about any actual and potential litigation and claims.
∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
We have also considered the risk of fraud through management override of controls by:
∙Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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Ecotrade Europe Ltd
Independent Auditors' Report to the Members of Ecotrade Europe Ltd (continued)
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.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.
for and on behalf of
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
Stockport
Cheshire
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Ecotrade Europe Ltd
Statement of Comprehensive Income
For the year ended 31 December 2024
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Ecotrade Europe Ltd
Registered number: 07094786
Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 29 form part of these financial statements.
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Ecotrade Europe Ltd
Statement of Changes in Equity
For the year ended 31 December 2024
Statement of Changes in Equity
For the year ended 31 December 2023
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Ecotrade Europe Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
Ecotrade Europe Limited is a private company limited by shares, incorporated in England and Wales, registered number 07094786. The address of the registered office is Unit D3 Stanley Green Business Park, Commercial Avenue, Handforth, Cheshire, SK8 6QH.
The nature of the entity's operations and its principal activity is the wholesale and retail of hair-related products.
2.Accounting policies
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 management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Cleopatra UK Bidco Limited as at 31 December 2024 and these financial statements may be obtained from Companies House.
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Ecotrade Europe Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Royalties are recognised on an accruals basis in accordance with the substance of the relevant agreement.
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Ecotrade Europe Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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Ecotrade Europe Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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:
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Ecotrade Europe Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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:
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.
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Ecotrade Europe Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, and loans from related parties.
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. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the statement of comprehensive income. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date. 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. The directors believe that judgements, estimates and assumptions do not have a significant risk of causing a material difference to the carrying amount of the assets and liabilities within the next financial year.
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Ecotrade Europe Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
Analysis of turnover by country of destination:
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Ecotrade Europe Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
Page 21
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Ecotrade Europe Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
Page 22
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Ecotrade Europe Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
There were no factors that may affect future tax charges.
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Ecotrade Europe Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
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Ecotrade Europe Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
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Ecotrade Europe Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
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Ecotrade Europe Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
Profit and loss account
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Ecotrade Europe Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
During previous periods, Ecotrade Europe Ltd granted three charges in favour of Owl Rock Capital Corporation (as Collateral Agent):
∙23 November 2021: A debenture creating fixed and floating charges over all the property or undertaking of the company.
∙7 March 2022: Fixed charges over two registered trademarks:
- “Beauty Works Luxury Hair Extensions & Hair Accessories” (US Registration No. 4633519)
- “Beauty Works” (Canadian Registration No. TMA898554) These charges secure obligations under a group financing arrangement. The total debt allocated under this group financing arrangement is $175.2 million.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £167,585 (2023: £118,357). Contributions totalling £22,168 (2023: £12,287) were payable to the fund at the balance sheet date and are included in creditors.
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Ecotrade Europe Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
The Company's immediate parent company is Cleopatra UK Bidco Limited, a company incorporated in England and Wales, registered number 12361523. Cleopatra UK Bidco Limited's registered office is Unit 12 Oak Green Stanley Green Business Park, Cheadle Hulme, Cheadle, Cheshire, England, SK8 6QL.
The company's ultimate parent is L Catterton Funds, a company registered in the United States of America.
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