Registration number:
for the
Year Ended
SLG Allstars Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
SLG Allstars Limited
Company Information
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Directors |
M S M Dunkley R M Buckland S Hutchings G M Percy A J Garfitt L J Beresford |
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Registered office |
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Bankers |
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Auditors |
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SLG Allstars Limited
Strategic Report for the Year Ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024.
Principal activity
SLG is an international beauty brand group based in the UK, with a global consumer reach, extensive retail portfolio, proven brand building capability and exceptional cross-category supply chain.
We are a highly inventive brand incubator business that imagines, develops, distributes and globally scales Millennial/Gen Z targeted beauty brands, both wholly owned and licensed that has in-house, IP generative integration of cosmetic laboratory, brand management, design & marketing studios with solid operational and financial control.
SLG is at the forefront of mid-tier fast, beauty incubators and brand builders, enjoying established and solid partnerships with a number of global retail multiples and rapidly growing distribution network across major global regions, including EMEA, North America and APAC.
Fair review of the business
2024 marked a pivotal moment for SLG Brands, with the decision to transition product supply directly to our US retail partners.
For many years, SLG had served the US market through a third-party distributor who managed relationships with our key retail partners. However, as SLG’s retailer relationships have matured and deepened, it became clear that a direct distribution model was needed to better support both our brands and our retail partners.
As one would expect from such a material change, while sales of our brands to retailers were unaffected, reported revenues to our distributor were somewhat skewed during the transition.
As a result, sales in 2024 reflect a 15.7% decrease as we moved from our third-party US distributor to the direct distribution model — a shift that will underpin the growth of our branded business in the years ahead. Gross margin increased by one percentage point to 48%, as we began to see the benefits of supplying retailers directly.
Whilst trading in 2024 took place against a challenging macroeconomic backdrop, we were pleased to deliver a number of notable achievements:
1. Happy Hair People Launch – In Q1 2024, we launched our latest haircare brand innovation, Happy Hair People™, exclusively in the US. The brand has received an outstanding response from consumers, drawn to its range of mood-boosting haircare products tailored to different hair types and incorporating patented fragrance technology.
2. COLAB Brand Expansion – Our flagship brand, COLAB Dry Shampoo, continued its impressive growth in the US, with distribution increasing 40% year-on-year to over 50,000 doors.
3. Johnny’s Chop Shop (JCS) Growth – Our male grooming brand, JCS, sustained strong demand in the UK, with sales increasing by over 6% year-on-year.
Although turnover was down year-on-year at a macro level, the Board is encouraged by the strategic changes made within the business. These create an important platform for future growth, and we are already seeing the benefits reflected in our gross and operating profit margins.
Key performance indicators
The company's key financial and other performance indicators during the year were as follows:
|
Unit |
2024 |
2023 |
|
|
Turnover |
£'000 |
25,532 |
30,301 |
|
Gross profit margin |
% |
48 |
47 |
|
Operating profit (loss) |
£'000 |
(3,171) |
120 |
|
Net current assets |
£'000 |
866 |
2,921 |
|
Net assets |
£'000 |
7,324 |
11,015 |
SLG Allstars Limited
Strategic Report for the Year Ended 31 December 2024
Future developments
During H1 2025, the US increased tariffs on imports from several countries. Whilst this change is both unwelcome and costly, it reinforces the importance of the strategic shift we made in 2024 to supply direct to retailers, significantly reducing the tariffs that would have been payable under the previous model. We are therefore pleased to report that SLG Brands is well-positioned to manage this challenge and continue to grow its US business.
We are also pleased to confirm 47% year-on-year growth in 2025 in our Licensed and Exclusive Brands business in the UK, as SLG partners with some of the most exciting and iconic fashion brands expanding into beauty
Additionally, as the go-to Beauty Brand Incubator in the UK, we continue to work with leading fashion and beauty retailers to explore new and exciting product and brand development opportunities.
The strategic changes we have made, along with the strong partnerships we are building, mean we remain firmly on track to deliver against the objectives outlined in our three-year strategic plan.
Principal risks and uncertainties
The management of the group and the execution of the group's strategy are subject to a number of risks. The key business risks and uncertainties affecting the group are considered to relate to the competition from providers of other cosmetic and beauty products and the challenges arising as a result of the current economic climate.
Financial instruments
The group is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this through credit control procedures.
Going concern and liquidity risk
In accordance with the Financial Reporting Council's 'Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009', the directors of all companies are now required to provide disclosure regarding the adoption of the going concern basis of accounting.
Cash is being managed effectively and we continue to have the support of the bank and our shareholders.
The directors therefore have a reasonable expectation that the company has adequate resources to continue in operational existence and has continued to adopt the going concern basis in preparing the financial statements.
Approved by the
Director
SLG Allstars Limited
Directors' Report for the Year Ended 31 December 2024
The directors present their report and the for the year ended 31 December 2024.
Directors of the company
The directors who held office during the year were as follows:
Research and development
The group undertakes an element of research and development in its manufacturing processes and development of new products.
Disclosure of information to the auditor
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
Having been appointed in the year, Hazlewoods LLP have expressed their willingness to continue in office.
Approved by the
Director
SLG Allstars Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Directors' Report, Strategic 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 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; and |
• | 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
SLG Allstars Limited
Independent Auditor's Report to the Members of SLG Allstars Limited
Opinion
We have audited the financial statements of SLG Allstars Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 the parent company's affairs as at 31 December 2024 and of the group's loss 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 auditor 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 company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
|
• |
the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
SLG Allstars Limited
Independent Auditor's Report to the Members of SLG Allstars Limited
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. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 5, 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 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.
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.
Extent to which the audit was capable of detecting irregularities, including fraud
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:
We considered the nature of the group’s industry and its control environment and reviewed the groups’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
|
• |
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
|
• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
|
• |
enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
|
• |
reading minutes of meetings of those charged with governance. |
SLG Allstars Limited
Independent Auditor's Report to the Members of SLG Allstars Limited
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of this 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.
For and on behalf of
Staverton Court
Staverton
GL51 0UX
SLG Allstars Limited
Consolidated Profit and Loss Account for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Turnover |
|
|
|
|
Cost of sales |
(13,314,681) |
(16,013,877) |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Other operating income |
|
|
|
|
Operating profit before amortisation, depreciation and exceptional items |
|
|
|
|
Depreciation expense |
(245,200) |
(233,548) |
|
|
Amortisation expense |
(1,710,246) |
(1,710,246) |
|
|
Exceptional items |
(1,771,817) |
- |
|
|
Operating (loss)/profit after amortisation, depreciation and exceptional items |
(3,171,361) |
119,520 |
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar charges |
( |
( |
|
|
Loss before tax |
( |
( |
|
|
Taxation |
|
|
|
|
(Loss)/profit for the financial year |
( |
|
The above results were derived from continuing operations.
The group has no other comprehensive income for the year.
SLG Allstars Limited
(Registration number: 09339824)
Consolidated Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
247,198 |
1,456,292 |
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
20,402 |
|
|
Share premium reserve |
|
3,105,510 |
|
|
Merger relief reserve |
|
8,205,954 |
|
|
Profit and loss account |
( |
(317,056) |
|
|
Total equity |
|
11,014,810 |
Approved and authorised by the
Director
SLG Allstars Limited
(Registration number: 09339824)
Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Current assets |
|||
|
Debtors |
|
|
|
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
20,402 |
|
|
Share premium reserve |
|
3,105,510 |
|
|
Profit and loss account |
|
7,238,139 |
|
|
Total equity |
10,364,051 |
10,364,051 |
The company has taken the exemption from presenting an unconsolidated profit and loss statement.
The company made a profit after tax for the financial year of £300,000 (2023 - £617,323).
Approved and authorised by the
Director
SLG Allstars Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company
|
Share capital |
Share premium |
Merger reserve |
Profit and loss account |
Total |
|
|
At 1 January 2023 |
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
|
|
|
Dividends |
- |
- |
- |
( |
( |
|
At 31 December 2023 |
20,402 |
3,105,510 |
8,205,954 |
(317,056) |
11,014,810 |
|
Share capital |
Share premium |
Merger reserve |
Profit and loss account |
Total |
|
|
At 1 January 2024 |
|
|
|
( |
|
|
Loss for the year |
- |
- |
- |
( |
( |
|
Dividends |
- |
- |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
( |
|
SLG Allstars Limited
Statement of Changes in Equity for the Year Ended 31 December 2024
|
Share capital |
Share premium |
Profit and loss account |
Total |
|
|
At 1 January 2023 |
|
|
|
|
|
Profit for the year |
- |
- |
|
|
|
Dividends |
- |
- |
( |
( |
|
At 31 December 2023 |
20,402 |
3,105,510 |
7,238,139 |
10,364,051 |
|
Share capital |
Share premium |
Profit and loss account |
Total |
|
|
At 1 January 2024 |
|
|
|
|
|
Profit for the year |
- |
- |
|
|
|
Dividends |
- |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
|
SLG Allstars Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Cash flows from operating activities |
|||
|
(Loss)/profit for the year |
( |
|
|
|
Adjustments to cash flows from non-cash items: |
|||
|
Depreciation and amortisation |
|
|
|
|
Finance income |
( |
( |
|
|
Finance costs |
403,916 |
358,077 |
|
|
Corporation tax expense |
( |
( |
|
|
( |
|
||
|
Working capital adjustments: |
|||
|
(Increase)/decrease in stocks |
( |
|
|
|
(Increase)/decrease in trade and other receivables |
( |
|
|
|
Decrease in trade and other payables |
( |
( |
|
|
Cash generated from operations |
( |
|
|
|
Corporation tax received |
|
|
|
|
Net cash flow from operating activities |
( |
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of property, plant and equipment |
( |
( |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Repayment of bank borrowing |
3,142,281 |
(2,316,494) |
|
|
Payments to finance lease creditors |
( |
( |
|
|
Dividends paid |
( |
( |
|
|
Net cash flows from financing activities |
|
( |
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Cash and cash equivalents at 31 December |
219,950 |
1,335,680 |
|
SLG Allstars Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
General information |
The company is a private company limited by share capital, incorporated in the United Kingdom.
The address of its registered office is:
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Summary of disclosure exemptions
SLG Allstars Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in its separate financial statements. Exemptions have been taken in the company's financial statements in relation to financial instruments and presentation of a statement of cash flows.
Basis of consolidation
The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The directors have considered a number of different scenarios to prepare forecasts and projections. The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.
SLG Allstars Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
2 |
Accounting policies (continued) |
Critical accounting 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 amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Judgements
No significant judgements have been made by management in preparing these financial statements. |
Key sources of estimation uncertainty
No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies..
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when: The amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met for each of the group's activities.
Foreign currency transactions and balances
Monetary assets and liabilities denominated in foreign currencies are retranslated at the closing rates at the
balance sheet date. All exchange differences are included in the profit and loss account.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred corporation tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the Group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets is stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
SLG Allstars Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
2 |
Accounting policies (continued) |
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Leasehold land and buildings |
Over the term of the lease |
|
Plant and machinery |
10%-25% reducing balance or 33% straight line |
Goodwill
Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Intangible assets
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Brand intangible assets acquired in a business combination are recognised at fair value at the acquisition date.
Brand intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
10 years straight line |
|
Brands |
5 - 20 years straight line |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables.
SLG Allstars Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
2 |
Accounting policies (continued) |
Stocks
Stock and work in progress are valued at the lower of cost and net realisable value, after due regard for obsolete and slow moving stocks. Net realisable value is based on selling price less anticipated costs to completion and selling costs. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable
and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Rentals payable under operating leases are charged in the profit and loss account on a straight line basis over
the lease term.
Assets held under hire purchase agreements are capitalised as tangible fixed assets and are depreciated over
the shorter of the lease term and their useful lives. The capital element of future finance payments is included
within creditors. Finance charges are allocated to accounting periods over the length of the contract and
represent a constant proportion of the balance of capital repayments outstanding.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
The company operates a defined contribution pension scheme. Contributions are recognised in the profit and
loss account in the period in which they become payable in accordance with the rules of the scheme.
SLG Allstars Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
2 |
Accounting policies (continued) |
Financial instruments
Classification
Recognition and measurement
Impairment
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
|
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
|
2024 |
2023 |
|
|
Sale of goods |
|
|
SLG Allstars Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
3 |
Turnover (continued) |
The analysis of the group's turnover for the year by market is as follows:
|
2024 |
2023 |
|
|
UK |
|
|
|
Europe |
|
|
|
Rest of world |
|
|
|
|
|
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2024 |
2023 |
|
|
Other operating income |
|
|
|
Operating profit |
Arrived at after charging/(crediting):
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Foreign exchange (gains)/losses |
( |
( |
|
Operating lease expense - property |
|
|
|
Operating lease expense - other |
5,248 |
5,248 |
|
Auditor's remuneration - The audit of the company's annual accounts |
8,800 |
8,480 |
|
Exceptional items |
|
2024 |
2023 |
|
|
Exceptional expenses |
1,771,817 |
- |
The exceptional item relates to a commercial settlement with a US distributor. Following a strategic review, the company decided to transition to supplying retailers directly in order to benefit from the closer relationships it has established with retail partners in the US.
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
SLG Allstars Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
7 |
Staff costs (continued) |
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Production |
|
|
|
Administration and support |
|
|
|
|
|
Company
The company incurred no staff costs and had no employees other than the directors.
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
607,487 |
554,646 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2024 |
2023 |
|
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Company contributions to money purchase pension schemes |
|
|
|
Taxation |
Tax charged in the profit and loss account
|
2024 |
2023 |
|
|
Current taxation |
||
|
UK corporation tax adjustment to prior periods |
( |
( |
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
( |
( |
|
Tax receipt in the income statement |
( |
( |
SLG Allstars Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
9 |
Taxation (continued) |
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
2023 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Tax increase from effect of capital allowances and depreciation |
- |
|
|
Effect of revenues exempt from taxation |
- |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Increase/(decrease) from tax losses for which no deferred tax asset was recognised |
|
( |
|
Other tax effects for reconciliation between accounting profit and tax expense (income) |
- |
|
|
Decrease in current tax from unrecognised temporary difference from a prior period |
( |
( |
|
Additional deduction for R&D expenditure |
( |
- |
|
Surrender of tax losses for R&D tax credit refund |
|
- |
|
Total tax credit |
( |
( |
Deferred tax
|
2024 |
Liability |
|
Intangible assets at valuation |
|
|
Other timing differences |
( |
|
|
|
2023 |
Liability |
|
Intangible assets at valuation |
|
|
Other timing differences |
( |
|
|
SLG Allstars Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Intangible assets |
Group
|
Goodwill |
Brands |
Total |
|
|
Cost or valuation |
|||
|
At 1 January 2024 and 31 December 2024 |
|
|
|
|
Amortisation |
|||
|
At 1 January 2024 |
|
|
|
|
Amortisation charge |
|
|
|
|
At 31 December 2024 |
|
|
|
|
Carrying amount |
|||
|
At 31 December 2024 |
|
|
|
|
At 31 December 2023 |
|
|
|
|
Tangible assets |
Group
|
Long leasehold land and buildings |
Plant and machinery |
Total |
|
|
Cost or valuation |
|||
|
At 1 January 2024 |
|
|
|
|
Additions |
- |
|
|
|
At 31 December 2024 |
|
|
|
|
Depreciation |
|||
|
At 1 January 2024 |
|
|
|
|
Charge for the year |
|
|
|
|
At 31 December 2024 |
|
|
|
|
Carrying amount |
|||
|
At 31 December 2024 |
|
|
|
|
At 31 December 2023 |
|
|
|
|
Investments |
Company
|
2024 |
2023 |
|
|
Investments in subsidiaries - cost and net book value |
|
|
SLG Allstars Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
12 |
Investments (continued) |
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Country of incorporation |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
England and Wales |
Ordinary |
|
|
|
|
Ireland |
Ordinary |
|
|
|
|
England and Wales |
Ordinary |
|
|
|
|
England and Wales |
Ordinary |
|
|
|
|
England and Wales |
Ordinary |
|
|
|
|
England and Wales |
Ordinary |
|
|
Subsidiary undertakings
SLG Brands (Europe) Limited, Get Lucky Inc Ltd, Wonderclub Limited and Amie Skincare Limited are dormant.
The principle activity of SLG Brands Limited is supply of cosmetics.
The principle activity of V3 Manufacturing Limited is manufacture of cosmetics.
|
Stocks |
|
Group |
||
|
2024 |
2023 |
|
|
Raw materials |
|
|
|
Finished goods and goods for resale |
|
|
|
|
|
|
|
Debtors |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Trade debtors |
|
|
- |
- |
|
Other debtors |
|
|
|
|
|
Prepayments |
|
|
- |
- |
|
Corporation tax asset |
|
|
- |
- |
|
|
|
|
|
|
SLG Allstars Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Cash on hand |
|
|
- |
- |
|
Cash at bank |
|
|
- |
- |
|
|
|
- |
- |
|
|
Bank overdrafts |
( |
( |
- |
- |
|
Cash and cash equivalents in statement of cash flows |
219,950 |
1,335,680 |
- |
- |
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Trade creditors |
|
|
- |
- |
|
|
Amounts due to related parties |
- |
- |
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other creditors |
|
|
- |
- |
|
|
Accrued expenses |
|
|
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Loans and borrowings |
Current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Bank borrowings |
|
- |
- |
- |
|
Bank overdrafts |
|
|
- |
- |
|
Finance lease liabilities |
|
|
- |
- |
|
|
|
- |
- |
|
SLG Allstars Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
17 |
Loans and borrowings (continued) |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Finance lease liabilities |
|
|
- |
- |
|
Other borrowings |
|
|
- |
- |
|
|
|
- |
- |
|
Bank overdrafts
Bank overdrafts are secured by fixed and floating charges, including a negative pledge, over the assets of the company and its subsidiaries.
Bank borrowings
Bank borrowings relate to a Confidential Invoice Discounting facility, all amounts were repayable within one year.
Other borrowings
Other borrowings relate to amounts due to shareholders and directors. Interest is charged at 6% per annum on the loans and is included within accruals.
The borrowings included in amounts due in more than 1 year are payable by 31 December 2035. These loans are unsecured.
Finance leases
Finance leases are secured on the related asset.
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
Ordinary of £1 each |
12,121 |
12,121 |
12,121 |
12,121 |
|
A Ordinary of £1 each |
8,080 |
8,080 |
8,080 |
8,080 |
|
B Ordinary of £1 each |
201 |
201 |
201 |
201 |
|
20,402 |
20,402 |
20,402 |
20,402 |
|
All issued share capital rank pari passu in all respects other than the dividend rights where each class of share has a separate right to a dividend.
|
Dividends |
|
2024 |
2023 |
|
|
Dividends paid |
300,000 |
600,000 |
|
Pension and other schemes |
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
SLG Allstars Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Obligations under leases |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
|
Reserves |
Group
Called up share capital
This represents the nominal value of the issued share capital of the group.
Share premium reserve
This represents the premium arising on the issue of share capital, net of issue expenses.
Merger relief reserve
The merger relief reserve arises as a result of valuing shares issued to shareholders under a share for share arrangement at fair value.
Profit and loss account
This represents the cumulative profits or losses, net of dividends and other adjustments.
Company
Called up share capital
This represents the nominal value of the issued share capital of the company.
Share premium reserve
This represents the premium arising on the issue of share capital, net of issue expenses.
Profit and loss account
This represents the cumulative profits or losses, net of dividends and other adjustments.
|
Related party transactions |
Other related parties
Other related parties represent close family members of certain directors. During the year emoluments of £96,160 (2023 - £98,561) were paid to other related parties.
The company has taken advantage of the exemption from the requirement to disclose transactions with other group companies.
SLG Allstars Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Analysis of changes in net debt |
Group
|
At 1 January 2024 |
Cash flows |
At 31 December 2024 |
|
|
Cash and cash equivalents |
|||
|
Cash |
1,456,292 |
(1,209,094) |
247,198 |
|
Borrowings |
|||
|
Bank borrowings |
(4,454,628) |
(3,142,131) |
(7,596,759) |
|
|
|||
|
( |
( |
( |
|
|
Control |
There is no one controlling entity.