Company registration number 12929859 (England and Wales)
RO&ZO LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
PAGES FOR FILING WITH REGISTRAR
RO&ZO LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 9
RO&ZO LIMITED
BALANCE SHEET
AS AT
30 NOVEMBER 2024
30 November 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
4
1,497
1,747
Tangible assets
5
21,909
41,039
23,406
42,786
Current assets
Stocks
1,218,824
1,160,314
Debtors
6
765,634
917,420
Cash at bank and in hand
29,687
111,126
2,014,145
2,188,860
Creditors: amounts falling due within one year
7
(1,974,629)
(1,476,035)
Net current assets
39,516
712,825
Total assets less current liabilities
62,922
755,611
Creditors: amounts falling due after more than one year
8
(1,028,538)
(833,000)
Net liabilities
(965,616)
(77,389)
Capital and reserves
Called up share capital
10
137
137
Share premium account
1,499,837
1,499,837
Profit and loss reserves
(2,465,590)
(1,577,363)
Total equity
(965,616)
(77,389)
RO&ZO LIMITED
BALANCE SHEET (CONTINUED)
AS AT
30 NOVEMBER 2024
30 November 2024
- 2 -
For the financial year ended 30 November 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 24 August 2025 and are signed on its behalf by:
Ms R Heather
Director
Company registration number 12929859 (England and Wales)
RO&ZO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 3 -
1
Accounting policies
Company information
RO&ZO Limited is a private company limited by shares incorporated in England and Wales. The registered office is 5th Floor, 361-373 City Road, London, England, EC1V 1LR.
1.1
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 £.
1.2
Going concern
On true27 March 2024 the company entered into an agreement with the liquidator of Cover Up Clothing Limited in which the Company's debt to Cover Up Clothing Limited was re-negotiated and re-scheduled. The reduction in the total amount due of £416,500 has been recognised in the financial statements.
The directors have considered their sources of finance and have prepared forecasts to take account of the debt with the Liquidator of Cover-Up Clothing Limited. This along with the Company's future cashflows and funding, the Directors are satisfied that the Company will continue to be a going concern and these financial statements have been prepared on this basis.
1.3
Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
1.4
Intangible fixed assets other than goodwill
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
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
amortised evenly over 10 years
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation 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:
Computers
33.33% on cost
1.6
Stocks
Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Cost includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.
RO&ZO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.7
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.
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.
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.
1.8
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.
1.9
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.
Current or deferred taxation assets and liabilities are not discounted.
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.
RO&ZO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 5 -
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.
1.10
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.11
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.12
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
16
26
RO&ZO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 6 -
4
Intangible fixed assets
Other
£
Cost
At 1 December 2023 and 30 November 2024
2,496
Amortisation and impairment
At 1 December 2023
749
Amortisation charged for the year
250
At 30 November 2024
999
Carrying amount
At 30 November 2024
1,497
At 30 November 2023
1,747
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 December 2023 and 30 November 2024
64,054
Depreciation and impairment
At 1 December 2023
23,015
Depreciation charged in the year
19,130
At 30 November 2024
42,145
Carrying amount
At 30 November 2024
21,909
At 30 November 2023
41,039
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
474,020
572,232
Other debtors
78,782
132,356
552,802
704,588
RO&ZO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
6
Debtors
(Continued)
- 7 -
2024
2023
Amounts falling due after more than one year:
£
£
Other debtors
212,832
212,832
Total debtors
765,634
917,420
At the balance sheet date the company has a deferred tax asset of £212,832 calculated at 25% of the net trading tax losses brought forward of £851,330. These losses are being carried forward against future trading profits.
7
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans and overdrafts
475,049
231,116
Trade creditors
911,429
547,091
Taxation and social security
379,696
255,005
Other creditors
208,455
442,823
1,974,629
1,476,035
8
Creditors: amounts falling due after more than one year
2024
2023
£
£
Trade creditors
595,371
Other creditors
433,167
833,000
1,028,538
833,000
In accordance with an inter-company debt agreement dated 2 December 2021, an amount owed to a related company, Cover Up Clothing Limited was required to be paid at the earlier of 7 years from the date of that agreement or the sale of the business and this amount is shown above as a creditor due outside of one year. On 14 April 2023, Cover Up Clothing Limited entered into creditors voluntary liquidation and this debt was re-negotiated as described in note 13, Related party transactions.
Creditors which fall due after five years are as follows:
2024
2023
£
£
Payable by instalments
433,167
833,000
9
Secured Debts
There is a fixed and floating charge over the Company's assets in favour of Bibby Financial Services Ltd.
RO&ZO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 8 -
10
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
13,656
13,656
137
137
On 23 November 2023, the company granted share options to Z De'Abreu and R Bowden, directors of the company, under an approved Employee Management Incentives scheme. The number of shares over which they will be able to exercise their options will be 667 share each and the option price has been set at £410.25 per share.
On 20 December 2024, the company issued 2,681 fully paid A Ordinary shares of £0.01 for a consideration of £1,099,929.58. Hundred percent of the additional shares were acquired by Pembroke VCT Plc. Following the issue of shares, a revised Memorandum of Articles of Association was adopted by the RO&ZO Limited.
11
Related party transactions
The company transacts with a company called Live Unlimited Limited . The companies are related due to the directors of RO&ZO Limited also being directors of Live Unlimited Limited. The companies transact with each other on normal commercial terms. Details of the transactions during the year are as follows:
| | |
| | |
| | |
Other administrative costs | | |
| | |
Included within trade creditors due with one year | | |
Included within trade creditors due over one year | | |
The company transacted with a company called Cover Up Clothing Limited . The companies were related due to the directors of Ro&Zo Limited also being directors of Cover Up Clothing Limited. The companies transacted with each other on normal commercial terms. Details of transactions are as follows:
| | |
| | |
| | |
Other administrative costs | | |
Loan in other creditors due within one year | | |
Loan in other creditors due after one year | | |
On 14 April 2023 Cover Up Clothing Limited, a company under common control, entered into creditors voluntary liquidation. In an agreement dated 27 March 2024 the Company entered into an agreement with the liquidators of Cover Up Clothing Limited to pay them £1,000,000. As at the balance sheet date, the following amounts were due for payment by Live Unlimited Limited and RO&ZO Limited.
The instalments are as summarised below:
The reduction in the total amount due will be recognised in the financial statements for the year to 30 November 2024.
RO&ZO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 9 -
12
Directors' transactions
Advances or (credits) have been granted by/(to) the company by its directors as follows:
Description
Opening balance
Amounts advanced
Closing balance
£
£
£
Director's loan account
45
(11,063)
(11,018)
Director's loan account
25
-
25
70
(11,063)
(10,993)