Company Registration No. 8599466 (England and Wales)
AQL INTERNATIONAL LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2024
Brightfield Business Hub
Bakewell Road
Orton Southgate
Peterborough
Cambridgeshire
PE2 6XU
AQL INTERNATIONAL LIMITED
CONTENTS
Page
Company information
1
Strategic report
2 - 4
Directors' report
5
Directors' responsibilities statement
6
Independent auditor's report
7 - 10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Notes to the financial statements
14 - 27
AQL INTERNATIONAL LIMITED
COMPANY INFORMATION
- 1 -
Directors
M Patel
E Kathrada
Company number
8599466
Registered office
Bolton North Business Park
Unit 52, 1st Floor
Rossini Street, Bolton
England
BL1 8DL
Auditor
TC Group
Brightfield Business Hub
Bakewell Road
Orton Southgate
Peterborough
Cambridgeshire
PE2 6XU
AQL INTERNATIONAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
The directors present the strategic report for the year ended 31 December 2024.
Business Statement
Aquavape has grown from its origins in Bolton, Lancashire into one of the UK's largest independent vape distributors, employing over 250 professionals across the Group. Our experienced leadership team brings over 90 years of combined knowledge from the FMCG and grocery sectors.
We operate distribution centres and ISO-compliant manufacturing facilities in Bolton and Peterborough.
We are the trusted partner of leading retailers such as ASDA, Sainsbury’s, MOTO, NISA, SPAR, and Eurogarage, and have touchpoints in over 15,000 retail locations.
We manufacture and distribute both branded and OEM vaping products, ensuring quality, safety, and scalability.
Our commitment to product integrity, brand trust, and regulatory compliance underpins every aspect of our business model.
Strategic Direction and Growth
The financial year 2024–2025 marked a significant period of strategic transformation and progress for Aquavape. Against a backdrop of economic uncertainty and increased regulatory pressure in the sector, we have delivered strong performance and continued sustainable growth. Key achievements include:
New Business and Renewals: We have secured new commercial contracts and renegotiated and renewed existing business on more favourable terms. These agreements reflect confidence in our operational integrity and long-term partnership approach.
Category Innovation: Aquavape has spearheaded new product development, launching purpose-designed retail furniture and modular display systems that align with evolving retail trends and future compliance requirements.
Nicotine Pouch Launch: Responding to consumer demand, we developed and launched our own nicotine pouch product. This strategic category entry has expanded our product offering while reinforcing our innovation credentials.
Premises Expansion: In 2025, we will transition into new headquarters and warehousing facilities. This demonstrates our ambition and long-term focus, supporting projected growth, improving operational efficiencies, and ensuring compliance with enhanced regulatory standards and the ability to efficiently navigate the implementation of Vape Product Duty in 2026.
Digital and Operational Investments: We have completed a group-wide digital transformation project, implementing upgraded enterprise software, warehouse systems, ordering portal and cybersecurity infrastructure. These upgrades increase our capacity, resilience, and customer responsiveness.
Workforce Growth and Development: Our headcount increased across all departments. Key hires were made in commercial, warehousing, regulatory, IT, and supply chain functions. Internal promotions and training initiatives have enhanced leadership capability, succession planning, and employee retention.
Promoting the Long-Term Success of the Business
Aquavape directors actively promote the long-term success of the business through:
Strategic Planning: Continual review of market trends, consumer behaviour, and regulatory landscapes.
Diversification: Launching adjacent-category products such as nicotine pouches and expanding our portfolio with new brands and exclusive distribution rights.
Capital Investment: Investing in infrastructure, automation, and digital systems to increase agility and efficiency.
Risk Management: Proactively identifying and mitigating key business risks, including supply chain disruption, regulatory change, and cybersecurity threats.
Sustainability Goals: Aligning with ESG principles and global sustainability benchmarks.
AQL INTERNATIONAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Key performance indicators
Unit
2024
2023
Turnover
£
140,923,899
144,776,645
Gross profit
£
33,805,900
32,286,779
Gross profit margin
%
24
22
Profit before taxation
£
20,088,032
19,864,159
Aquavape Section 172(1) Statement – 2025
Employee Focus
Our people are central to our success. Throughout 2024–2025, we:
Expanded headcount to support our growth trajectory.
Enhanced staff development through formal training, on-the-job mentoring, and cross-functional learning opportunities.
Introduced additional wellbeing and mental health resources.
Maintained our ISO45001 Health & Safety certification, reinforcing our commitment to a safe, inclusive, and progressive workplace.
We believe that an empowered, valued, and engaged workforce is critical to both productivity and innovation.
Suppliers and Manufacturers
Aquavape's global supply chain relies on trusted partnerships with carefully vetted manufacturers and suppliers.
Our buying teams maintain direct relationships with category leaders across China, Europe, and the UK.
We regularly conduct on-site visits and independent third-party audits to ensure ethical standards, product quality, and sustainability.
Our suppliers are involved early in the product development cycle, ensuring rapid and reliable product launches.
We strive for transparency and collaboration, and many of our partnerships span multiple years and geographies.
Customer and Market Engagement
Our relationships with retailers, distributors, and consumers are built on responsiveness, reliability, and results. During the year we:
Advised and supported our trade partners in navigating unprecedented change within the category.
Participated in major UK and international trade shows to showcase innovation and strengthen B2B engagement.
Delivered tailored POS solutions and retail education tools to support our trade customers.
Invested in data-driven marketing to better understand consumer needs and improve conversion.
We advocate for informed vaping use, engaging with public health stakeholders to promote harm reduction and smoking cessation alternatives.
AQL INTERNATIONAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Regulatory Compliance and Ethical Conduct
We are deeply committed to compliance, ethical conduct, and transparency:
Manufacturing Excellence: Our Peterborough site is ISO17025 certified, ensuring rigorous testing, quality assurance, and regulatory alignment.
Product Stewardship: We comply with CLP, TPD, and MHRA requirements. We work with Arcus Compliance to stay ahead of regulatory changes and ensure continuous improvement.
Governance: Through our partnership with Citation, we receive expert support in HR, legal, and health & safety, reinforcing responsible governance.
We are proud members of UKVIA, supporting advocacy and regulatory dialogue for the responsible growth of the vaping sector.
Community and Environmental Impact
Aquavape recognises the impact of its operations on the wider community and the environment:
ISO14001 Certification: We hold ISO14001 accreditation for environmental management, demonstrating our commitment to sustainability.
Waste Reduction: We actively reduce waste, improve material efficiency, and explore sustainable packaging options.
Social Responsibility: We support local charities, football clubs, and community events, and promote workplace diversity and inclusion.
We aim to be a responsible neighbour and a positive contributor to society at large.
Conclusion
In 2025, Aquavape is well-positioned for continued, sustainable growth. Our commitment to innovation, regulatory excellence, and stakeholder engagement ensures we remain responsive to market dynamics while staying true to our values.
The directors will continue to promote the success of the company in a manner that delivers long-term value, ensures regulatory compliance, and positively impacts our employees, customers, suppliers, communities, and shareholders.
M Patel
Director
15 July 2025
AQL INTERNATIONAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company continued to be that of the sale of E-cigarette devices, accessories and fluids.
Results and dividends
The results for the year are set out on page 11.
Ordinary dividends were paid amounting to £8,328,495. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
M Patel
E Kathrada
Research and development
Pending Instaflow Vape - Patented Technology. Instaflow has a dual tank system allowing a larger holding tank to fill a smaller one. This self-contained unit give the user approximately 5000 puffs.
Future developments
Aquavape has invested into ‘Big Puff’ vape technology which it recognises as a new emerging category. These TPD Compliant products offer the consumer a self-contained unit which has a large capacity giving anywhere between 2400 and 5000 puffs.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
M Patel
Director
15 July 2025
AQL INTERNATIONAL LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
The directors are responsible for preparing the annual report 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 of the profit or loss of the company 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;
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 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.
AQL INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AQL INTERNATIONAL LIMITED
- 7 -
Opinion
We have audited the financial statements of AQL International Limited (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 notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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 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 auditor's 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.
AQL INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AQL INTERNATIONAL LIMITED
- 8 -
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
Matters on which we are required to report by exception
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 directors' report.
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, or returns adequate for our audit have not been received from branches not visited by us; or
the 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.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.
AQL INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AQL INTERNATIONAL LIMITED
- 9 -
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's 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.
The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its
management.
Our approach was as follows:
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;
We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;
We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;
We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.
AQL INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AQL INTERNATIONAL LIMITED
- 10 -
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 auditor's 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.
John Grant (Senior Statutory Auditor)
For and on behalf of TC Group
15 July 2025
Brightfield Business Hub
Bakewell Road
Orton Southgate
Peterborough
Cambridgeshire
PE2 6XU
AQL INTERNATIONAL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
2024
2023
Notes
£
£
Turnover
3
140,923,899
144,776,645
Cost of sales
(107,117,999)
(112,489,846)
Gross profit
33,805,900
32,286,799
Distribution costs
(910,377)
(878,875)
Administrative expenses
(12,824,321)
(11,698,168)
Other operating income
152,200
Operating profit
4
20,071,202
19,861,956
Interest receivable and similar income
8
394
2,203
Interest payable and similar expenses
9
(6,183)
Profit before taxation
20,065,413
19,864,159
Tax on profit
10
(5,101,325)
(4,730,294)
Profit for the financial year
14,964,088
15,133,865
The profit and loss account has been prepared on the basis that all operations are continuing operations.
AQL INTERNATIONAL LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
591,465
832,868
Current assets
Stocks
14
19,805,530
18,115,920
Debtors
15
20,287,790
18,362,125
Cash at bank and in hand
5,025,124
1,394,174
45,118,444
37,872,219
Creditors: amounts falling due within one year
16
(14,797,441)
(14,340,944)
Net current assets
30,321,003
23,531,275
Total assets less current liabilities
30,912,468
24,364,143
Provisions for liabilities
Deferred tax liability
17
84,618
171,886
(84,618)
(171,886)
Net assets
30,827,850
24,192,257
Capital and reserves
Called up share capital
19
100
100
Profit and loss reserves
30,827,750
24,192,157
Total equity
30,827,850
24,192,257
The financial statements were approved by the board of directors and authorised for issue on 15 July 2025 and are signed on its behalf by:
M Patel
Director
Company registration number 8599466 (England and Wales)
AQL INTERNATIONAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
100
10,698,292
10,698,392
Year ended 31 December 2023:
Profit and total comprehensive income
-
15,133,865
15,133,865
Dividends
11
-
(1,640,000)
(1,640,000)
Balance at 31 December 2023
100
24,192,157
24,192,257
Year ended 31 December 2024:
Profit and total comprehensive income
-
14,964,088
14,964,088
Dividends
11
-
(8,328,495)
(8,328,495)
Balance at 31 December 2024
100
30,827,750
30,827,850
AQL INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
1
Accounting policies
Company information
AQL International Limited is a private company limited by shares incorporated in England and Wales. The registered office is Bolton North Business Park, Unit 52, 1st Floor, Rossini Street, Bolton, England, BL1 8DL.
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.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Myee Limited. These consolidated financial statements are available from its registered office, Lynstock House Lynstock Way, Lostock, Bolton, England, BL6 4SA or from companies house.
AQL INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.2
Going concern
From the 1 June 2025 the government introduced a ban on the supply of single-use vapes. Whilst this was a major product line sold by AQL International Limited, the directors are confident that the company is well placed to deal with this ban and have been well prepared for this change. The directors believe that there will be an increased demand for other products sold by AQL International Limited and the company will continue to trade profitably. true
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existences for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.4
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
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.
AQL INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
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:
Plant and equipment
25% or 33.33% straight line basis
Fixtures and fittings
25% straight line basis
Motor vehicles
20% straight line basis
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
AQL INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
AQL INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
AQL INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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.
AQL INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Stock provision
Stocks carry an inherent risk factor relating to obsolescence, returns and warranties. Directors have provided for impairment over the year end stock balance based on historical data and/ or anticipated future effects based on the most relevant reliably information available to them.
Bad debt provision
Trade debtors carry an inherent risk factor related to recoverability. The directors have provided for a bad debt provision over the year end trade debtors balance based on their knowledge of the customer, past experience and the most relevant reliable information to them.
AQL INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sale of goods
140,923,899
144,776,645
2024
2023
£
£
Other revenue
Interest income
394
2,203
Related party loan write off
-
82,729
Other income
69,471
1,943
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
(44,177)
(109,809)
Related party loan write off
-
(82,729)
Depreciation of owned tangible fixed assets
482,879
435,195
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
20,000
20,000
For other services
Taxation compliance services
153
750
All other non-audit services
1,000
153
1,750
AQL INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
84
88
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
2,997,373
3,031,903
Social security costs
194,324
194,596
Pension costs
25,601
25,700
3,217,298
3,252,199
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
127,621
132,681
Company pension contributions to defined contribution schemes
110
-
127,731
132,681
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
394
2,203
9
Interest payable and similar expenses
2024
2023
£
£
Other interest
6,183
AQL INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
5,188,593
4,678,250
Deferred tax
Origination and reversal of timing differences
(87,268)
52,044
Total tax charge
5,101,325
4,730,294
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
20,065,413
19,864,159
Expected tax charge based on the standard rate of corporation tax in the UK of 25% (2023: 23.5%)
5,016,353
4,672,249
Tax effect of expenses that are not deductible in determining taxable profit
79,317
-
Tax effect of income not taxable in determining taxable profit
(22,370)
Effect of change in corporation tax rate
37,845
Permanent capital allowances in excess of depreciation
42,570
Taxation charge for the year
5,095,670
4,730,294
Taxation charge in the financial statements
5,101,325
4,730,294
Reconciliation - the current year tax charge does not reconcile to the above analysis. Please review figures in the database.
(5,655)
-
11
Dividends
2024
2023
£
£
Interim paid
8,328,495
1,640,000
AQL INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
12
Intangible fixed assets
Goodwill
£
Cost
At 1 January 2024 and 31 December 2024
840,000
Amortisation and impairment
At 1 January 2024 and 31 December 2024
840,000
Carrying amount
At 31 December 2024
At 31 December 2023
13
Tangible fixed assets
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2024
1,246,785
184,464
42,205
1,473,454
Additions
72,668
1,292
167,516
241,476
At 31 December 2024
1,319,453
185,756
209,721
1,714,930
Depreciation and impairment
At 1 January 2024
554,773
77,372
8,441
640,586
Depreciation charged in the year
411,605
46,223
25,051
482,879
At 31 December 2024
966,378
123,595
33,492
1,123,465
Carrying amount
At 31 December 2024
353,075
62,161
176,229
591,465
At 31 December 2023
692,012
107,092
33,764
832,868
14
Stocks
2024
2023
£
£
Finished goods and goods for resale
19,805,530
18,115,920
AQL INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
15
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
17,195,917
17,065,577
Corporation tax recoverable
818,541
Amounts owed by group undertakings
153,157
57,023
Other debtors
738,113
367,504
Prepayments and accrued income
2,200,603
53,480
20,287,790
18,362,125
16
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
5,040,704
5,089,052
Amounts owed to group undertakings
6,191,392
2,283,712
Corporation tax
174,328
Other taxation and social security
1,649,007
2,192,244
Other creditors
3,000,000
Accruals and deferred income
1,742,010
1,775,936
14,797,441
14,340,944
17
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
84,618
171,886
AQL INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
17
Deferred taxation
(Continued)
- 26 -
2024
Movements in the year:
£
Liability at 1 January 2024
171,886
Credit to profit or loss
(87,268)
Liability at 31 December 2024
84,618
18
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
25,601
25,700
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
19
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
20
Related party transactions
AQL INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
20
Related party transactions
(Continued)
- 27 -
Summary of transactions with group companies
The Company has taken advantage of the exemption in FRS 102 Section 33 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by its parent group.
Summary of transactions with key management
During the year key management received advances/credits totalling £nil (2023 - £5,650). During the year key management made repayments of £188,495 (2023 - £nil). At the balance sheet date the amount due from key management was £nil (2023 - £188,495).
Summary of transactions with related parties
During the year, the company received £70,000 (2023: £nil) from Dawood Holdings Limited. At the balance sheet date the amount due from Dawood Holdings Limited was £Nil (2023: £70,000).
During the year, the company repaid the interest free loan of £2,750,000 (2023: £Nil) to Makan Investments Limited. At the balance sheet date the amount due to Makan Investments Limited was £nil (2023 - £2,750,000).
During the year, the company repaid the interest free loan of £250,000 (2023: £Nil) to Northwold Investments Limited. At the balance sheet date the amount due to Northwold Investments Limited was £nil (2023 - £250,000).
During the year, the company gave interest free loan of £12,920 (2023: £nil) to UK Health Supplements Limited. At the balance sheet date, the amount due from UK Health Supplement Limited was £45,903 (2023: £32,983)
21
Ultimate controlling party
The company's immediate parent is Myee Limited, incorporated in England & Wales.
The ultimate parent is also Myee Limited, incorporated in England & Wales.
The ultimate controlling party is both Mehrunisha Patel and Mubarak Patel by virtue of their equal ownership of Myee Limited.
Myee Limited is the smallest and largest group to consolidate these financial statements. Copies of the Myee Limited consolidated financial statements are available from Companies House. Myee Limited registered office address is: Lynstock House Lynstock Way, Lostock, Bolton, England, BL6 4SA.
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