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REGISTERED NUMBER: 02251430 (England and Wales)


















GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

UPPER CANADA UK LIMITED

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 5

Consolidated Income Statement 8

Consolidated Other Comprehensive Income 9

Consolidated Balance Sheet 10

Company Balance Sheet 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Cash Flow Statement 14

Notes to the Consolidated Financial Statements 15


UPPER CANADA UK LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2024







DIRECTORS: S G Flatt
J B Flatt
B P Andrews



REGISTERED OFFICE: Studio 10.1.1
The Leathermarket
Weston Street
London
SE1 3ER



REGISTERED NUMBER: 02251430 (England and Wales)



SENIOR STATUTORY AUDITOR: Andrew Green LLB FCA



AUDITORS: THP Limited
Chartered Accountants
and Statutory Auditors
34-40 High Street
Wanstead
London
E11 2RJ

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024


The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS
The Directors are pleased to report continued growth in 2024, with a 9% increase in revenue to £20,396,610, operating profits of £3,381,744 and a profit before tax of £3,062,252.

2024 shows a varied performance across territories, with the European business growing significantly following the set up of a Dutch subsidiary in 2023 to assist with post brexit trading.

Trading the core UK and US markets was down on the previous year, driven by wider economic factors and the uncertainty from the elections held in both countries in 2024.

We continue to focus on a split strategy of both volume and margin accretive growth in the business, this will be vitally important to maintain to ensure long term success and the ongoing sustainability of the business.

Our US business remains positive, driven by the introduction of the Vintage brand, this is all through direct retailer relationships that were transitioned over successfully as part of the acquisition.

Our UK business continues to perform at reasonable level, once again showing growth through our Danielle brand, this did offset some decline in our other brands as we see the UK high street continuing to be a challenge through the cost-of-living crisis.

We are pleased with the growth in both sales and profit, whilst continuing to at least maintain, if not grow, gross margin year on year.

The Group's key performance indicators are as follows:

2024 2023

Turnover £20,396,610 £18,782,441

Gross Profit Margin 36.99% 34.08%

Operating profit £3,381,744 £2,338,635

The net assets of the group were £9,693,515 (2023: £7,420,175) at the balance sheet date, reflecting its solid position from a solvency and liquidity point of view.


UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

PRINCIPAL RISKS AND UNCERTAINTIES
The management of the business and the nature of the group's strategy are subject to a number of risks.

The Directors have set out below the principal risks facing the business.

The Directors are of the opinion that a thorough risk management process is adopted which involves a formal review of all risks identified below. Where possible, processes are in place to mitigate such risks.

US import trade tariffs
The current uncertainty and upheaval caused by the imposition of import tariffs on goods entering the US has the potential to negatively impact trading. This is a fast changing situation and the group is actively seeking alternatives in order to mitigate the impact this will have on trading.

Economic downturn
A key factor in the success of the business is consumer spending. In response to this continuous risk, senior management aim to keep abreast of economic conditions. In cases of severe economic downturn, marketing and pricing strategies will be modified to reflect the new market conditions.

Price inflation
The Group assesses the risks that costs inflation may bring with the aim to mitigate future threats this may have on the business.

Wage cost inflation
The Group is affected by wage cost inflation and pressures within the labour market. The Group monitors the market to ensure complete compliance with labour market regulations, and maintains employment policies, remuneration and benefits packages that are designed to be competitive with other companies, as well as providing employees with fulfilling career opportunities.

Supply Chain and Freight Costs
Delays in the delivery of products and increases in freight costs, however caused, can have a detrimental impact on the costs of goods and can negatively impact on margins. The Directors monitor this key cost and to find ways to where possible, to mitigate any significant increases.

Competition
The market in which the Group operates is highly competitive. As a result, the Group is subject to a high level of price sensitivities in its consumer-led market. Policies of assessing our pricing strategy and ongoing market research are in place to mitigate such risks.

ON BEHALF OF THE BOARD:





S G Flatt - Director


17 June 2025

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2024


The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of importers and wholesalers of toiletries, travel accessories and gifts.

On 12 March 2025 the group purchased the entire share capital of Look Beauty Limited and its trade and assets were hived up into the parent company after that date.

DIVIDENDS
There were no dividends paid during the current or preceding year.

FUTURE DEVELOPMENTS
The Directors are confident that continued focus on the key management policies will strengthen the financial position of the Group during the ensuing period and enable it to capitalise on opportunities as they arise.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

S G Flatt
J B Flatt
B P Andrews

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, THP Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





S G Flatt - Director


17 June 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
UPPER CANADA UK LIMITED


Opinion
We have audited the financial statements of Upper Canada UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Financial Statements, 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).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's profit for the year 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 opinion
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 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 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 and 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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
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 Report of the Directors.

We have nothing to report in respect of the following matters where 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; or
- we have not received all the information and explanations we require for our audit.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
UPPER CANADA UK LIMITED


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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.

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The extent to which the audit was considered capable of detecting irregularities including fraud

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the group through discussions with directors and other management, and from our commercial knowledge and experience of the sector in which the group operates;
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental, goods import and health and safety legislation;
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:
- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and
- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
- agreeing financial statement disclosures to underlying supporting documentation;
- enquiring of management as to actual and potential litigation and claims; and
- reviewing correspondence with HMRC and any other relevant regulators as required.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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 Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
UPPER CANADA UK LIMITED


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 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 a Report of the Auditors 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 Green LLB FCA (Senior Statutory Auditor)
for and on behalf of THP Limited
Chartered Accountants
and Statutory Auditors
34-40 High Street
Wanstead
London
E11 2RJ

17 June 2025

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

2024 2023
Notes £    £    £    £   

TURNOVER 3 20,396,610 18,782,441

Cost of sales 12,852,137 12,380,699
GROSS PROFIT 7,544,473 6,401,742

Administrative expenses 4,162,729 4,063,107
4,162,729 4,063,107
OPERATING PROFIT 5 3,381,744 2,338,635

Exceptional losses foreign currency 6 329,639 168,170
3,052,105 2,170,465

Interest receivable and similar income 10,147 -
3,062,252 2,170,465

Interest payable and similar expenses 7 - 4,789
PROFIT BEFORE TAXATION 3,062,252 2,165,676

Tax on profit 8 727,965 518,884
PROFIT FOR THE FINANCIAL YEAR 2,334,287 1,646,792
Profit attributable to:
Owners of the parent 2,334,287 1,646,792

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024 2023
Notes £    £   

PROFIT FOR THE YEAR 2,334,287 1,646,792


OTHER COMPREHENSIVE INCOME
Exchange difference (60,947 ) (43,472 )
Income tax relating to other comprehensive
income

-

-

OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

(60,947

)

(43,472

)
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

2,273,340

1,603,320

Total comprehensive income attributable to:
Owners of the parent 2,273,340 1,603,320

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

CONSOLIDATED BALANCE SHEET
31 DECEMBER 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 4,263,895 4,533,823
Tangible assets 11 5,460 12,471
Investments 12 - -
4,269,355 4,546,294

CURRENT ASSETS
Stocks 13 1,146,895 1,864,473
Debtors 14 4,223,631 5,019,230
Cash at bank 15 6,711,932 2,021,820
12,082,458 8,905,523
CREDITORS
Amounts falling due within one year 16 6,658,298 4,646,352
NET CURRENT ASSETS 5,424,160 4,259,171
TOTAL ASSETS LESS CURRENT
LIABILITIES

9,693,515

8,805,465

CREDITORS
Amounts falling due after more than one
year

17

-

1,385,290
NET ASSETS 9,693,515 7,420,175

CAPITAL AND RESERVES
Called up share capital 20 350,938 350,938
Other reserves 21 (104,419 ) (43,472 )
Retained earnings 21 9,446,996 7,112,709
SHAREHOLDERS' FUNDS 9,693,515 7,420,175

The financial statements were approved by the Board of Directors and authorised for issue on 17 June 2025 and were signed on its behalf by:




S G Flatt - Director



B P Andrews - Director


UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

COMPANY BALANCE SHEET
31 DECEMBER 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 4,263,895 4,533,823
Tangible assets 11 5,460 12,471
Investments 12 1,360,610 1,360,610
5,629,965 5,906,904

CURRENT ASSETS
Stocks 13 1,146,895 1,864,473
Debtors 14 3,853,313 4,688,808
Cash at bank 15 6,683,231 2,015,944
11,683,439 8,569,225
CREDITORS
Amounts falling due within one year 16 8,354,491 5,998,549
NET CURRENT ASSETS 3,328,948 2,570,676
TOTAL ASSETS LESS CURRENT
LIABILITIES

8,958,913

8,477,580

CREDITORS
Amounts falling due after more than one
year

17

-

1,385,290
NET ASSETS 8,958,913 7,092,290

CAPITAL AND RESERVES
Called up share capital 20 350,938 350,938
Retained earnings 21 8,607,975 6,741,352
SHAREHOLDERS' FUNDS 8,958,913 7,092,290

Company's profit for the financial year 1,866,623 1,375,235

The financial statements were approved by the Board of Directors and authorised for issue on 17 June 2025 and were signed on its behalf by:




S G Flatt - Director



B P Andrews - Director


UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024

Called up
share Retained Other Total
capital earnings reserves equity
£    £    £    £   
Balance at 1 January 2023 350,938 5,465,917 - 5,816,855

Changes in equity
Total comprehensive income - 1,646,792 (43,472 ) 1,603,320
Balance at 31 December 2023 350,938 7,112,709 (43,472 ) 7,420,175

Changes in equity
Total comprehensive income - 2,334,287 (60,947 ) 2,273,340
Balance at 31 December 2024 350,938 9,446,996 (104,419 ) 9,693,515

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2023 350,938 5,366,117 5,717,055

Changes in equity
Total comprehensive income - 1,375,235 1,375,235
Balance at 31 December 2023 350,938 6,741,352 7,092,290

Changes in equity
Total comprehensive income - 1,866,623 1,866,623
Balance at 31 December 2024 350,938 8,607,975 8,958,913

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

2024 2023
Notes £    £   
Cash flows from operating activities
Cash generated from operations 25 3,696,123 2,741,470
Interest paid - (4,789 )
Movement in FX reserve (60,946 ) (43,472 )
Tax paid (626,360 ) (535,533 )
Net cash from operating activities 3,008,817 2,157,676

Cash flows from investing activities
Purchase of tangible fixed assets - (10,355 )
Sale of intangible fixed assets - 2,939
Purchase of subsidiary - deferred - (637,097 )
Interest received 10,147 -
Net cash from investing activities 10,147 (644,513 )

Cash flows from financing activities
Amounts owed to parent company 1,671,148 (2,626,678 )
Net cash from financing activities 1,671,148 (2,626,678 )

Increase/(decrease) in cash and cash equivalents 4,690,112 (1,113,515 )
Cash and cash equivalents at beginning
of year

26

2,021,820

3,135,335

Cash and cash equivalents at end of
year

26

6,711,932

2,021,820

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024


1. STATUTORY INFORMATION

Upper Canada UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation
The Group consolidated financial statements include the financial statements of the Company and its subsidiaries, all of whom are 100% owned, made up to the same period end date. All accounting policies as detailed below are applied consistently across the Group.

The parent company has taken the exemption under FRS102 from presenting its own cash flow statement.

Related party exemption
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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover
Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied, net of returns, discounts and value added taxes.

Revenue is recognised when the significant risks and rewards of the goods have passed to the customer, which on deliveries is typically the point where goods are delivered to and accepted by the customer.

Goodwill
Business combinations, other than group reconstructions, are accounted for by applying the purchase method. A business combination is defined as the bringing together of separate entities or businesses into one reporting entity.

The cost of a business combination is the fair value of the consideration given and liabilities incurred plus directly attributable costs. Goodwill, recognised at the point of purchase, represents the excess of the fair value of the consideration given over the fair values of the Group's interest in the identifiable net assets, liabilities and contingent liabilities acquired.

Goodwill on the acquisition of a businesses in 2017 and 2022 is being amortised over its estimated useful life of twenty years.

Goodwill on the acquisition of brands in 2020 is being amortised over its estimated useful life of ten years.

Trademarks
Amortisation is calculated so as to write off the cost of an asset, less estimated residual value, over the useful economic life of that asset as follows:

Trademarks - 5% per annum


Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Improvements to property - 20% on cost
Plant and machinery - 50% on cost and 25% on cost
Office Equipment - 33% on cost

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


2. ACCOUNTING POLICIES - continued

Stocks
Stock is stated at the lower of cost and selling price less costs to complete and sell, after making due allowance for obsolete and slow moving items. Stocks are recognized as an expense in the period in which the related revenue is recognized.

Cost is determined on an average cost basis. Cost includes the purchase price, including taxes and duties, transport and all other costs directly attributable to bringing the stock to its present location and condition.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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 is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

2024 2023
£    £   
United Kingdom 10,189,506 8,459,867
Europe 3,138,014 751,115
United States of America 6,740,825 8,508,174
Rest of world 328,265 1,063,285
20,396,610 18,782,441

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


4. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 2,255,097 2,014,162
Social security costs 255,827 244,749
Other pension costs 21,159 51,112
2,532,083 2,310,023

The average number of employees during the year was as follows:
2024 2023

Sales 13 11
Product development 18 17
Operations and finance 13 12
44 40

The average number of employees by undertakings that were proportionately consolidated during the year was 44 (2023 - 40 ) .

2024 2023
£    £   
Directors' remuneration 293,333 257,400
Directors' pension contributions to money purchase schemes 9,667 7,875

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1 1

Information regarding the highest paid director is as follows:
2024 2023
£    £   
Emoluments etc 293,333 257,400
Pension contributions to money purchase schemes 9,667 7,875

The Directors are considered to be the key management for the purposes of disclosure under FRS102.

5. OPERATING PROFIT

The operating profit is stated after charging:

2024 2023
£    £   
Other operating leases 159,892 155,374
Depreciation - owned assets 7,011 14,055
Goodwill amortisation 269,228 269,228
Trademarks amortisation 700 700
Auditors' remuneration 17,500 23,500
Foreign exchange differences 144,635 97,666

6. EXCEPTIONAL ITEMS
2024 2023
£    £   
Exceptional losses foreign currency (329,639 ) (168,170 )

The exceptional loss on foreign currency relates to the year end revaluation of an intercompany loan that is payable in canadian dollars.

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


7. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Inland Revenue interest - 4,789

8. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax 727,965 518,884
Tax on profit 727,965 518,884

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
Profit before tax 3,062,252 2,165,676
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 23.500 %)

765,563

508,934

Effects of:
Expenses not deductible for tax purposes 9,616 -
Depreciation in excess of capital allowances 68,922 63,946
Tax rate 780 443
Other timing differences (116,916 ) (54,439 )
Total tax charge 727,965 518,884

Tax effects relating to effects of other comprehensive income

2024
Gross Tax Net
£    £    £   
Exchange difference (60,947 ) - (60,947 )

2023
Gross Tax Net
£    £    £   
Exchange difference (43,472 ) - (43,472 )

9. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


10. INTANGIBLE FIXED ASSETS

Group
Goodwill Trademarks Totals
£    £    £   
COST
At 1 January 2024 5,178,623 143,075 5,321,698
Acquired on hive up - (48,255 ) (48,255 )
At 31 December 2024 5,178,623 94,820 5,273,443
AMORTISATION
At 1 January 2024 645,500 142,375 787,875
Amortisation for year 269,228 700 269,928
Acquired on hive up - (48,255 ) (48,255 )
At 31 December 2024 914,728 94,820 1,009,548
NET BOOK VALUE
At 31 December 2024 4,263,895 - 4,263,895
At 31 December 2023 4,533,123 700 4,533,823

Company
Goodwill Trademarks Totals
£    £    £   
COST
At 1 January 2024
and 31 December 2024 5,178,623 94,820 5,273,443
AMORTISATION
At 1 January 2024 645,500 94,120 739,620
Amortisation for year 269,228 700 269,928
At 31 December 2024 914,728 94,820 1,009,548
NET BOOK VALUE
At 31 December 2024 4,263,895 - 4,263,895
At 31 December 2023 4,533,123 700 4,533,823

11. TANGIBLE FIXED ASSETS

Group
Improvements Fixtures
to Plant and and Office
property machinery fittings Equipment Totals
£    £    £    £    £   
COST
At 1 January 2024 6,092 8,838 9,530 83,825 108,285
Transfer (6,092 ) (8,838 ) - - (14,930 )
At 31 December 2024 - - 9,530 83,825 93,355
DEPRECIATION
At 1 January 2024 6,092 8,838 9,530 71,354 95,814
Charge for year - - - 7,011 7,011
Reclassification/transfer (6,092 ) (8,838 ) - - (14,930 )
At 31 December 2024 - - 9,530 78,365 87,895
NET BOOK VALUE
At 31 December 2024 - - - 5,460 5,460
At 31 December 2023 - - - 12,471 12,471

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


11. TANGIBLE FIXED ASSETS - continued

Company
Fixtures
and Office
fittings Equipment Totals
£    £    £   
COST
At 1 January 2024
and 31 December 2024 9,530 83,825 93,355
DEPRECIATION
At 1 January 2024 9,530 71,354 80,884
Charge for year - 7,011 7,011
At 31 December 2024 9,530 78,365 87,895
NET BOOK VALUE
At 31 December 2024 - 5,460 5,460
At 31 December 2023 - 12,471 12,471

12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 January 2024
and 31 December 2024 1,360,610
NET BOOK VALUE
At 31 December 2024 1,360,610
At 31 December 2023 1,360,610

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Aroma Home Limited
Registered office: Unit 10.1.1, The Leathermarket, Weston Street, London, SE1 3ER
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

This company was dissolved on 23 January 2024.

The Vintage Cosmetic Company Limited
Registered office: Unit 10.1.1, The Leathermarket, Weston Street, London, SE1 3ER
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

The Vintage Cosmetic Company LLC
Registered office: 16192 Coastal Hwy Lewes, DE 19958-3608, United States
Nature of business: Wholesale of cosmetic and hair products
%
Class of shares: holding
Ordinary 100.00


UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


13. STOCKS

Group Company
2024 2023 2024 2023
£    £    £    £   
Goods for resale 1,146,895 1,864,473 1,146,895 1,864,473

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Trade debtors 3,681,098 4,201,868 3,294,329 3,906,932
Amounts owed by group undertakings - - 62,650 24,356
Prepayments and accrued income 542,533 817,362 496,334 757,520
4,223,631 5,019,230 3,853,313 4,688,808

15. CASH AT BANK
Group Company
2024 2023 2024 2023
£    £    £    £   
Cash at bank 6,711,932 2,021,820 6,683,231 2,015,944

The cash at bank balance at the year end was unusually high due to the timing of intercompany payments.

The increase in cash should be considered in the context of the £3,153,087 balance owed to the parent company at the balance sheet date, which was substantially settled in January 2025.

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Trade creditors 775,028 1,133,217 820,716 837,652
Amounts owed to group undertakings 3,153,087 1,481,939 4,965,070 3,106,157
Corporation tax 250,805 149,200 250,805 149,200
Social security and other taxes 63,768 57,145 63,768 57,145
VAT 178,834 183,572 175,408 183,572
Other creditors 1,705,825 1,199,638 1,652,721 1,223,994
Accruals and deferred income 530,951 441,641 426,003 440,829
6,658,298 4,646,352 8,354,491 5,998,549

Included within other creditors is an amount of £1,637,775 (2023 : £2,585,890) in respect of the deferred
consideration due on the purchase of The Vintage Cosmetic Company Limited. £947,514 (2023 :
£1,200,000) of this balance is shown within creditors due in less than one year and the balance is shown
within creditors due after one year.

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Other creditors - 1,385,290 - 1,385,290

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


Group
Non-cancellable
operating leases
2024 2023
£    £   
Within one year 126,314 116,320
Between one and five years 121,073 247,398
247,387 363,718

The above commitments relate to the office premises in London. The group utilise 3PL warehouses in the UK, USA and Europe which are not under lease agreements.

Company
Non-cancellable
operating leases
2024 2023
£    £   
Within one year 126,314 116,320
Between one and five years 121,073 247,398
247,387 363,718

19. SECURED DEBTS

The Group's principal bankers hold a fixed and floating charge over all of the assets of the Company in
respect of any obligations the Group has to the bank. At the year end there were no such obligations.

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
350,938 Ordinary shares 1 350,938 350,938

21. RESERVES

Group
Retained Other
earnings reserves Totals
£    £    £   

At 1 January 2024 7,112,709 (43,472 ) 7,069,237
Profit for the year 2,334,287 2,334,287
Exchange difference arising on
consolidation - (60,947 ) (60,947 )
At 31 December 2024 9,446,996 (104,419 ) 9,342,577

Company
Retained
earnings
£   

At 1 January 2024 6,741,352
Profit for the year 1,866,623
At 31 December 2024 8,607,975


22. RELATED PARTY DISCLOSURES

At the balance sheet date the group owed its parent company, Upper Canada Soap & Candle Makers Incorporated, £3,153,087 (2023: £1,481,939).

UPPER CANADA UK LIMITED (REGISTERED NUMBER: 02251430)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


23. POST BALANCE SHEET EVENTS

On 12 March 2025, the group acquired Look Beauty Limited for a total potential consideration of $256,250. The trade and assets of this company were hived up into Upper Canada UK Limited on 30 April 2025.

24. ULTIMATE CONTROLLING PARTY

The immediate parent company is Upper Canada Soap & Candle Makers Incorporated (incorporated in Canada and registered office at 5875 Chedworth Way Mississauga, ON L5R 3L9). The ultimate parent company is CVI Canada Incorporated, who are also incorporated in Canada and registered at the same address.

The immediate and ultimate parent companies are not required to prepare consolidated accounts.

The ultimate controlling party is S G Flatt.

25. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024 2023
£    £   
Profit before taxation 3,062,252 2,165,676
Depreciation charges 276,939 283,983
Finance costs - 4,789
Finance income (10,147 ) -
3,329,044 2,454,448
Decrease in stocks 717,578 1,077,170
Decrease/(increase) in trade and other debtors 795,599 (1,271,723 )
(Decrease)/increase in trade and other creditors (1,146,098 ) 481,575
Cash generated from operations 3,696,123 2,741,470

26. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 6,711,932 2,021,820
Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 2,021,820 3,135,335


27. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24 Cash flow At 31.12.24
£    £    £   
Net cash
Cash at bank 2,021,820 4,690,112 6,711,932
2,021,820 4,690,112 6,711,932
Total 2,021,820 4,690,112 6,711,932