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Registered number: 11389511 PHOENIX BEAUTY LTD ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
01483 755 399 hamlyns.com
PHOENIX BEAUTY LTD COMPANY INFORMATION
Directors | Mrs A Buckley
| Mr N Buckley
| Mrs S Smyth
Registered number | 11389511
Registered office | Sundial House
| High Street
| Horsell
| Woking
| GU21 4SU
Independent auditors | Hamlyns Limited
| Chartered Accountants & Statutory Auditors
| Sundial House
| High Street
| Horsell
| Woking
| GU21 4SU
PHOENIX BEAUTY LTD CONTENTS
| Page
Strategic report | 1
Directors' report | 2 - 3
Independent auditors' report | 4 - 7
Profit and loss account | 8
Statement of comprehensive income | 9
Balance sheet | 10 - 11
Statement of changes in equity | 12 - 13
Statement of cash flows | 14
Analysis of net debt | 15
Notes to the financial statements | 16 - 29
PHOENIX BEAUTY LTD STRATEGIC REPORT FOR THE YEAR ENDED 30 JUNE 2025
Introduction
Phoenix Beauty Ltd is a distributor and service provider of fragrance and beauty products covering the UK and Irish markets. The business was founded in 2018 and has since grown rapidly to now distribute over 20 well known fragrance and beauty brands with market leading growth.
Business review
2024/25 was a strategically important year for Phoenix Beauty with strong growth in sales and the expansion and further diversification of our brand portfolio. We agreed new contracts with 3 brands that we have introduced to market with very strong success, whilst still significantly growing our existing portfolio. This puts the business in a strong position going into future years as we have added complimentary and supplementary brands to the business that will increase sales and profits each year. This is supported by the fact that in 2024 Phoenix Beauty managed 3 of the 15 fastest growing brands in the entire fragrance industry, and this strong performance has carried on into 2025 with further market leading growths and launches. We have also improved cash flow by securing additional credit facilities, and improved operationally via automated API links to improve our stock and sales management systems. We have absorbed certain additional taxation pressures such as the increase in NIER, whilst still growing the team despite this. We have also been able to manage currency fluctuations via the implementation of forward buys of currency to negate losses in this area.
Principal risks and uncertainties
The main risks effecting the business are the performance and liquidity of high street retailers who continue to experience difficult trading conditions, which impacts the overall market. Despite this, we are fortunate to have a diverse portfolio covering high end luxury down to mass market to allow us to spread our risk and not have a huge reliance on any one customer base, but it does expose us to credit risks, which we closely review. We were also impacted by supply chain issues of a leading brand in 2024 which led to a period of out of stocks and lost sales, but despite this, managed to still show significant business growth. We may be exposed to price risk if any retaliatory tariffs are imposed against the US and would need to pass these onto customers if implemented, or if the costs of borrowing increase if inflation and therefore interest rates increase again. As Directors we actively review all these risks on a continuous basis to minimise the impact it could have on our business from a profit, credit risk and cash point of view.
Financial key performance indicators
The company regularly reports and tracks performance against company objectives, primarily linked to sales, gross profit, operating expenses and net profit. Turnover increased by 15% from £10.997m to £12.609m and gross profit increased by 8% from £3.752m to £4.054m. The growth in GP was smaller than sales because we ended a contract on a retainer brand to free up more time to pursue brands with a higher profitability on a longer term, which we have been able to do and expect GP to increase significantly in the coming years as a result. Full details of company results are set out in the financial statements. This report was approved by the board on 10 October 2025 and signed on its behalf.
Mr N Buckley Director
Page 1
PHOENIX BEAUTY LTD DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2025 The directors present their report and the financial statements for the year ended 30 June 2025.
Directors' responsibilities statement
The directors are responsible for preparing the strategic report, the directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The profit for the year, after taxation, amounted to £299,890 (2024 - £632,937). The Company has paid dividends of £221,529 (2024 - £NIL) during the year.
Directors
The directors who served during the year were:
Mrs A Buckley
Mr N Buckley
Mrs S Smyth
Future developments
The Company will continue to expand the business by exploring brands with high potential.
Disclosure of information to auditors
Each of the persons who are directors at the time when this directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information. Page 2
PHOENIX BEAUTY LTD DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Post balance sheet events
There have been no significant events affecting the Company since the year end.
Auditors
The auditors, Hamlyns Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 10 October 2025 and signed on its behalf.
Mr N Buckley Director
Page 3
PHOENIX BEAUTY LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHOENIX BEAUTY LTD
Opinion
We have audited the financial statements of Phoenix Beauty Ltd (the 'Company') for the year ended 30 June 2025, which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of cash flows, the statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 30 June 2025 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.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Page 4
PHOENIX BEAUTY LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHOENIX BEAUTY LTD (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the 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 strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which 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 set out on page 2, 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. Page 5
PHOENIX BEAUTY LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHOENIX BEAUTY LTD (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and determined that the most significant are the Companies Act 2006, the reporting framework of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and UK taxation legislation. We understood how the company was complying with those frameworks through discussions with management and those charged with governance. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. Based on our understanding of the entity and its environment we identified the following areas as key risks and designed our audit approach as detailed to ensure material misstatements and irregularities would be detected in these areas: Management over-ride: We undertook testing of systems to gain assurance these have been operating as expected during the period. We also performed journal testing to test the efficacy of journals posted during the period. Additionally, we have reviewed the disclosures in the accounts and the Directors report to ensure they agree with our findings from the audit testing carried out. Revenue recognition: The main area of risk identified with Income recognition lies with cut off and completion of income. To ensure this is not materially misstated or manipulated we have carried out substantive testing on income cut off and completion. Stock: The main risk area in terms of stock is stock valuation. Substantive testing has been carried out on the stock balance to ensure it is not materially misstated. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Page 6
PHOENIX BEAUTY LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHOENIX BEAUTY LTD (CONTINUED) Oliver Spevack (senior statutory auditor) for and on behalf of Hamlyns Limited Chartered Accountants Statutory Auditors Sundial House High Street Horsell Woking GU21 4SU 13 October 2025 Page 7
PHOENIX BEAUTY LTD PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30 JUNE 2025
| 2025 | 2024
| £ | £
Turnover |  | 12,609,521 | 10,997,307
Cost of sales |  | (8,554,673) | (7,244,379)
Gross profit |  | 4,054,848 | 3,752,928
Distribution costs |  | (1,531,956) | (1,282,137)
Administrative expenses |  | (1,808,175) | (1,555,219)
Operating profit |  | 714,717 | 915,572
Interest payable and similar expenses |  | (302,824) | (209,319)
Profit before tax |  | 411,893 | 706,253
Tax on profit |  | (112,003) | (73,316)
Profit for the financial year |  | 299,890 | 632,937
The notes on pages 16 to 29 form part of these financial statements.
Page 8
PHOENIX BEAUTY LTD STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2025
|  |  |  | 2025 | 2024
|  |  | Note | £ | £
Profit for the financial year |  | 299,890 | 632,937
Other comprehensive income |  |  |
Total comprehensive income for the year |  | 299,890 | 632,937
The notes on pages 16 to 29 form part of these financial statements.
Page 9
PHOENIX BEAUTY LTD REGISTERED NUMBER: 11389511 BALANCE SHEET AS AT 30 JUNE 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 10 |  | 17,353 |  | 20,738
|  |  | 17,353 |  | 20,738
Current assets |  |  |  |  |
Stocks |  | 3,369,940 |  | 2,572,952 |
Debtors: amounts falling due within one year | 11 | 2,834,857 |  | 2,377,985 |
Cash at bank and in hand |  | 498,288 |  | 342,358 |
|  | 6,703,085 |  | 5,293,295 |
Creditors: amounts falling due within one year | 12 | (3,839,864) |  | (2,902,918) |
Net current assets |  |  | 2,863,221 |  | 2,390,377
Total assets less current liabilities |  |  | 2,880,574 |  | 2,411,115
Creditors: amounts falling due after more than one year | 13 |  | (2,575,000) |  | (2,184,595)
Provisions for liabilities |  |  |  |  |
Deferred tax | 15 | (5,261) |  | (4,568) |
|  |  | (5,261) |  | (4,568)
Net assets |  |  | 300,313 |  | 221,952
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 100 |  | 100
Profit and loss account |  |  | 300,213 |  | 221,852
|  |  | 300,313 |  | 221,952
Page 10
PHOENIX BEAUTY LTD REGISTERED NUMBER: 11389511 BALANCE SHEET (CONTINUED) AS AT 30 JUNE 2025 The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 October 2025.
Mr N Buckley
Director
The notes on pages 16 to 29 form part of these financial statements. Page 11
PHOENIX BEAUTY LTD STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 July 2024 | 100 | 221,852 | 221,952
Comprehensive income for the year |  |  |
Profit for the year | - | 299,890 | 299,890
Other comprehensive income for the year | - | - | -
Total comprehensive income for the year | - | 299,890 | 299,890
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | - | (221,529) | (221,529)
Total transactions with owners | - | (221,529) | (221,529)
At 30 June 2025 | 100 | 300,213 | 300,313
| The notes on pages 16 to 29 form part of these financial statements.
Page 12
PHOENIX BEAUTY LTD STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 July 2023 | 100 | (411,085) | (410,985)
Comprehensive income for the year |  |  |
Profit for the year | - | 632,937 | 632,937
Other comprehensive income for the year | - | - | -
Total comprehensive income for the year | - | 632,937 | 632,937
Total transactions with owners | - | - | -
At 30 June 2024 | 100 | 221,852 | 221,952
| The notes on pages 16 to 29 form part of these financial statements.
Page 13
PHOENIX BEAUTY LTD STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 299,890 | 632,937
Adjustments for: |  |
Depreciation of tangible assets | 15,726 | 17,786
Loss on disposal of tangible assets | 1,078 | (6,695)
Interest paid | 302,824 | 209,319
Taxation charge | 112,003 | 73,316
(Increase) in stocks | (796,989) | (867,411)
(Increase) in debtors | (459,765) | (986,421)
Decrease/(increase) in amounts owed by company under common control | 2,892 | (7,029)
Increase in creditors | 627,795 | 658,270
Corporation tax (paid)/received | (76,486) | -
Net cash generated from operating activities | 28,968 | (275,928)
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (13,418) | (6,870)
Sale of tangible fixed assets | - | 5,996
Net cash from investing activities | (13,418) | (874)
Cash flows from financing activities |  |
New secured loans | 264,733 | -
Repayment of loans | - | (7,902)
Drawdown of debenture loans | 400,000 | 783,594
Dividends paid | (221,529) | -
Interest paid | (302,824) | (209,319)
Net cash used in financing activities | 140,380 | 566,373
Net increase in cash and cash equivalents | 155,930 | 289,571
Cash and cash equivalents at beginning of year | 342,358 | 52,787
Cash and cash equivalents at the end of year | 498,288 | 342,358
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 498,288 | 342,358
| 498,288 | 342,358
The notes on pages 16 to 29 form part of these financial statements.
Page 14
PHOENIX BEAUTY LTD ANALYSIS OF NET DEBT FOR THE YEAR ENDED 30 JUNE 2025
|  | At 1 July 2024 | Cash flows | At 30 June 2025
|  | £ | £ | £
Cash at bank and in hand | 342,358 | 155,930 | 498,288
Debt due after 1 year | (2,184,595) | (390,405) | (2,575,000)
Debt due within 1 year | (66,281) | (243,726) | (310,007)
| (1,908,518) | (478,201) | (2,386,719)
The notes on pages 16 to 29 form part of these financial statements.
Page 15
PHOENIX BEAUTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
1. | General information
Phoenix Beauty Ltd is a private company, limited by shares, registered in England and Wales. The registered office address and registered number are detailed below: Registered office address: Sundial House, High Street, Horsell, Woking, England, GU21 4SU Registered number: 11389511 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The company is supported through secured interest bearing shareholder loans, as detailed in note 7. These loans will only be repayable when the shareholder ceases to own any shares in the company. The directors have received confirmation that the loan facilities will continue to be available for at least 12 months from the date of signing these financial statements. Accordingly, the financial statements have been prepared on a going concern basis. The following principal accounting policies have been applied:
| 2.2 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. Page 16
PHOENIX BEAUTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.3 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.4 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.5 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.6 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred. Page 17
PHOENIX BEAUTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.7 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.8 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.9 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Page 18
PHOENIX BEAUTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.9 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Fixtures and fittings | - | at varying rates
|  |  |  | Office equipment | - | over 3 years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.10 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.11 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.12 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.
| 2.13 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 19
PHOENIX BEAUTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.14 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.15 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the Page 20
PHOENIX BEAUTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.15 | Financial instruments (continued)
impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled. Page 21
PHOENIX BEAUTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the Company's accounting policies, which are described in note 2, 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 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. The directors have not made any critical accounting judgements in the process of applying the company's accounting policies, that could have a significant effect on the amounts recognised in the Company's Financial Statements.
4. | Turnover
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Turnover | 12,609,521 | 10,997,307
|  | 12,609,521 | 10,997,307
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 12,609,521 | 10,997,307
|  | 12,609,521 | 10,997,307
5. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 9,600 | 9,150
Page 22
PHOENIX BEAUTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
6. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 1,050,201 | 894,671
| Social security costs | 114,191 | 100,582
| Cost of defined contribution scheme | 26,375 | 13,357
|  | 1,190,767 | 1,008,610
| The average monthly number of employees, including directors, during the year was 39 (2024 - 34).
7. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 248,452 | 218,850
|  | 248,452 | 218,850
| The highest paid director received remuneration of £100,480 (2024 - £89,195).
8. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest payable | 302,824 | 209,319
|  | 302,824 | 209,319
Page 23
PHOENIX BEAUTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
9. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 111,310 | 76,486
| Deferred tax | 693 | (3,170)
|  | 112,003 | 73,316
| Total current tax | 112,003 | 73,316
| Factors affecting tax charge for the year
| The tax assessed for the year is the same as (2024 - the same as) the standard rate of corporation tax in the UK of 25% (2024 - 25%) as set out below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 411,893 | 706,253
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 102,973 | 176,563
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 7,490 | 4,827
| Depreciation in excess of capital allowances in the year | 577 | 2,729
| Utilisation of tax losses | - | (105,959)
| Net loss/ (profit) on sale of fixed assets | 270 | (1,674)
| Deferred taxation | 693 | (3,170)
| Total tax charge for the year | 112,003 | 73,316
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 24
PHOENIX BEAUTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
10. | Tangible fixed assets
|  | Fixtures and fittings | Office equipment | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 July 2024 | 25,530 | 35,733 | 61,263
| Additions | 2,283 | 11,135 | 13,418
| Disposals | - | (1,553) | (1,553)
| At 30 June 2025 | 27,813 | 45,315 | 73,128
| Depreciation |  |  |
| At 1 July 2024 | 17,830 | 22,695 | 40,525
| Charge for the year on owned assets | 8,207 | 7,519 | 15,726
| Disposals | - | (476) | (476)
| At 30 June 2025 | 26,037 | 29,738 | 55,775
| Net book value |  |  |
| At 30 June 2025 | 1,776 | 15,577 | 17,353
| At 30 June 2024 | 7,700 | 13,038 | 20,738
Page 25
PHOENIX BEAUTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
11. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 2,284,839 | 1,942,708
| Amounts owed by company under common control | 59,637 | 62,529
| Other debtors | 103,841 | 87,793
| Prepayments and accrued income | 386,540 | 284,955
|  | 2,834,857 | 2,377,985
12. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank loans | 284,646 | 10,319
| Trade creditors | 2,322,666 | 2,233,672
| Corporation tax | 111,310 | 76,486
| Other taxation and social security | 534,139 | 209,235
| Other creditors | 178,793 | 61,776
| Accruals and deferred income | 381,663 | 311,430
| Financial instruments | 26,647 | -
|  | 3,839,864 | 2,902,918
Page 26
PHOENIX BEAUTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
13. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Debentures loans | 2,575,000 | 2,175,000
| Bank loans | - | 9,595
|  | 2,575,000 | 2,184,595
| The following liabilities were secured:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Debenture loan | 2,575,000 | 2,175,000
|  | 2,575,000 | 2,175,000
| Details of security provided:
Included in other creditors are secured interest bearing shareholder loans of £2,575,000 (2024: £2,175,000). Repayment is not due within 12 months of the year end. The loans are secured by a fixed and floating charge over all assets of the company.
14. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts falling due within one year |  |
| Bank loans | 284,646 | 10,319
|  | 284,646 | 10,319
| Amounts falling due 1-2 years |  |
| Bank loans | - | 9,595
| Debenture loans | 2,575,000 | 2,175,000
|  | 2,575,000 | 2,184,595
|  | 2,859,646 | 2,194,914
Page 27
PHOENIX BEAUTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
15. | Deferred taxation
|  | 2025
|  | £
| At beginning of year | (4,568)
| Charged to profit or loss | (693)
| At end of year | (5,261)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | (5,261) | (4,568)
|  | (5,261) | (4,568)
16. | Commitments under operating leases
| At 30 June 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 93,000 | -
| Later than 1 year and not later than 5 years | 7,750 | -
|  | 100,750 | -
17.Other financial commitments The Company has entered into a forward contract during the year to buy 1,611,600 USD at an exchange rate which will be settled within a year. Page 28
PHOENIX BEAUTY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
18. | Related party transactions
|  | 2025 | 2024
|  | £ | £
| Amounts owed to director | 17,500 | 51,500
| Amounts owed to companies under common control | 59,637 | 62,529
| Amounts owed to shareholder | 2,575,000 | 2,175,000
| Purchases from companies under common control | (23,647) | (9,080)
| Sales to companies under common control | 46,085 | 19,644
19. | Controlling party
The Company's ultimate controlling party is Shelley Ann Smyth by virtue of its ownership of 51% or more of the issued share capital in the Company.
Page 29