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Registered number: 07147814 NIP AND FAB LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
NIP AND FAB LIMITED
COMPANY INFORMATION
Directors | M Papageorgiou
| E Hatzistefanis
Registered number | 07147814
Registered office | The Studio Building
| 6th Floor
| 21 Evesham Street
| London
| W11 4AJ
Independent auditors | Sopher + Co LLP
| Chartered Accountants & Statutory Auditors
| 5 Elstree Gate
| Elstree Way
| Borehamwood
| Hertfordshire
| WD6 1JD
NIP AND FAB LIMITED
CONTENTS
| Page
Group Strategic Report | 1 - 2
Directors' Report | 3 - 4
Independent Auditors' Report | 5 - 8
Consolidated Statement of Comprehensive Income | 9
Consolidated Statement of Financial Position | 10
Company Statement of Financial Position | 11
Consolidated Statement of Changes in Equity | 12
Company Statement of Changes in Equity | 13
Consolidated Statement of Cash Flows | 14
Consolidated Analysis of Net Debt | 15
Notes to the Financial Statements | 16 - 25
NIP AND FAB LIMITED
GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2025
Introduction
The directors present their strategic report for the year ended 31 March 2025. The Group is engaged in the manufacturing and sale of premium mass-market, skin care and cosmetic products around the world. The products are manufactured using specialist subcontractors located mainly in the UK, which are then sold directly in the UK and USA. Distributors are used for all other jurisdictions. The Group sells products to retailers, including grocery chains, pharmacies, independent stores, and e-retailers as well as directly to consumers via its own website.
Business review
The Group's business strategy is to remain competitive with the emphasis on improving performance, providing high quality and relevant products whilst focusing on cost efficiency. Our key focuses for improving performance have come in several areas, firstly driving, and developing further the digital side of the business. Secondly, driving an efficient and effective bricks and mortar business, being in the right stores whilst having the right cost base to drive sales. Thirdly product innovation is key for the business to grow. This enables the business to be relevant and win in the marketplace. Lastly, as we go through the cost-of-living crisis a key focus is to drive down cost and risk in the business to protect profit and cash. A lower cost base and better sales mix will enable the business to succeed. The directors are confident that by adopting the above strategies and investing in our people the Group will be successful. The results for the year show profits before taxation of £85,346. This compares negatively with the financial year ended March 2024 figure of £224,853. This is mainly due to the decision by management to change the methodology used to allocate common intra-group costs. Previously costs were allocated based on total revenue generated by the wider group. Following a review, the directors decided that a fairer basis is to allocate those costs based on UK-only revenue generated rather than total revenue. This resulted in more costs being recognised. The results for the year are below expectations for the following reasons: 1) not all increases in raw materials costs have been passed on to customers. 2) to maintain market position the directors took the strategic decision not to increase prices for the second year. The directors believe that the above decisions have placed the Group in a good position to retain and grow its market share which will ensure profitability in the long run. The Group continues to maintain a strong financial position with reserves of £6,470,728 at 31 March 2025 (2024 - £6,605,575).
Principal risks and uncertainties
The management of the business and the execution of the Group's strategy are subject to risk. The Group's internal control, which is based on standards, procedures, and good practices, is aimed at reducing risks. The key business risk and uncertainty affecting the Group is currently the cost-of-living crisis. Stubbornly high food and electricity prices are eating at the consumer’s disposable income which in turn affects spending. We have observed reduced footfall on the high street and high energy prices may force store closures. We are monitoring this whilst reducing business risk as we move forward. This is primarily around driving a different sales mix and reducing the cost base of the business to align to new buying patterns. Other areas of risk which are more relevant is the historically high tax burden imposed on UK residents, and since the Group’s business is 81% UK based any government policy that reduces the British consumer’s disposable income is an area of concern. Other risk factors include our customers' financial condition and changes in the retail and cosmetic industries. Lastly, risk from retailer inventory control practices including, but not limited to, levels of inventory carried at point of sale and practices used to control inventory shrinkage affect the business and we work closely with our retailers to understand any potential changes. Page 1
NIP AND FAB LIMITED
GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025
Key performance indicators
Key performance indicators are revenue and profit before taxation. These are disclosed on Page 10. Financial risk management Foreign currency, credit and interest rate risks have little impact on the Group's operations because the directors have taken the following actions: 1) Matching foreign currency outflows with inflows, thus avoiding foreign exchange hedging using financial instruments. 2)Maintaining a diversified pool of customers to avoid concentration risk. 3)Not having any bank loans.
The interest of the Group's employees
The directors recognise that our employees are our most important asset to our business and delivery of our strategy. The success of our business depends on retaining and motivating employees. The directors ensure the business cares for the employee's well-being and offers benefits which are designed to be competitive within the market. All employees have targets and objectives that relate to individual and business performance whilst training needs are met. The need to foster the Group's business relationships with suppliers and customers Delivering our strategy requires strong relationships with suppliers and customers. The directors are aware of the fair and professional relationships we promote. Regular meetings are held at differing levels to discuss objectives, performance and how to drive performance for all parties. The impact of the Group's operations on the community and environment We are aware of our impact on the environment and community. The Group supports charities and local communities through local initiatives. From an environmental perspective the Group seeks to reduce its carbon footprint and seeks to increase the percentage of recycled plastics used in our packaging. In addition, the parent company is certified carbon neutral by Carbon UK. The desirability of the Group maintaining high standards of business conduct The Group promotes its values, beliefs and ethical standards in the office whilst there are forums for employees to discuss all these topics. This report was approved by the board on 5 November 2025 and signed on its behalf.
E Hatzistefanis Director
Page 2
NIP AND FAB LIMITED
DIRECTORS' REPORT FOR THE YEAR ENDED 31 MARCH 2025 The directors present their report and the financial statements for the year ended 31 March 2025.
Directors
The directors who served during the year were:
M Papageorgiou
E Hatzistefanis
Principal activity
The principal activity of the Group during the year under review was that of the preparation and sale of a range of cosmetics.
Results and dividends
The profit for the year, after taxation, amounted to £85,175 (2024 - £224,853). The total distribution of dividends for the year ended 31 March 2025 was £220,000 (2023 - £140,000).
Directors' responsibilities statement
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group'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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Future developments
There are no future developments that affect the Group.
Qualifying third party indemnity provisions
The Parent Company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date. Page 3
NIP AND FAB LIMITED
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025
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 and the Group'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 and the Group's auditors are aware of that information.
Subsequent events
There have been no significant events affecting the Group since the year end.
Auditors
Under section 487(2) of the Companies Act 2006, Sopher + Co LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier. This report was approved by the board on 5 November 2025 and signed on its behalf.
E Hatzistefanis Director
Page 4
NIP AND FAB LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NIP AND FAB LIMITED
Opinion
We have audited the financial statements of Nip And Fab Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, which comprise the Group Statement of Comprehensive Income, the Group and Company Statements of Financial Position, the Group Statement of Cash Flows, the Group and Company 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 Group's and of the parent Company's affairs as at 31 March 2025 and of the Group's profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' 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 Page 5
NIP AND FAB LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NIP AND FAB LIMITED (CONTINUED) 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 matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 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 Directors' Responsibilities Statement set out on page 3, 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.
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 Group 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, Page 6
NIP AND FAB LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NIP AND FAB LIMITED (CONTINUED) including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: ∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; ∙we identified the laws and regulations applicable to the Group through discussions with directors and other management, and from our commercial knowledge and experience of the cosmetics sector; ∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation; ∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and ∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the Group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: ∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; ∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and ∙understanding the design of the Group’s remuneration policies. To address the risk of fraud through management bias and override of controls, we: ∙performed analytical procedures to identify any unusual or unexpected relationships; ∙tested journal entries to identify unusual transactions; ∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and ∙investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: ∙agreeing financial statement disclosures to underlying supporting documentation; ∙enquiring of management as to actual and potential litigation and claims; and ∙reviewing correspondence with HMRC and relevant regulators. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report. Page 7
NIP AND FAB LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NIP AND FAB LIMITED (CONTINUED)
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. Stephen Iseman FCA (Senior Statutory Auditor) for and on behalf of Sopher + Co LLP Chartered Accountants Statutory Auditors 5 Elstree Gate Elstree Way Borehamwood Hertfordshire WD6 1JD 5 November 2025 Page 8
NIP AND FAB LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 15,647,147 | 13,749,823
Cost of sales |  | (8,173,052) | (7,189,725)
Exceptional cost of sales | 5 | - | (415,523)
Gross profit |  | 7,474,095 | 6,144,575
Administrative expenses |  | (7,387,252) | (5,922,313)
Operating profit | 6 | 86,843 | 222,262
Interest receivable and similar income |  | 1,407 | 5,507
Interest payable and similar expenses |  | (2,904) | (2,916)
Profit before taxation |  | 85,346 | 224,853
Tax on profit | 10 | (171) | -
Profit for the financial year |  | 85,175 | 224,853
Other comprehensive income for the year |  |  |
Currency translation differences |  | (22) | -
Total comprehensive income for the year |  | 85,153 | 224,853
Profit for the year attributable to: |  |  |
Owners of the parent company |  | 85,175 | 224,853
Total comprehensive income for the year attributable to: |  |  |
Owners of the parent company |  | 85,153 | 224,853
The notes on pages 16 to 25 form part of these financial statements.
Page 9
NIP AND FAB LIMITED REGISTERED NUMBER:07147814
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 11 |  | 17,808 |  | 53,692
Current assets |  |  |  |  |
Stocks | 13 | 2,214,067 |  | 1,883,296 |
Debtors: amounts falling due within one year | 14 | 5,978,077 |  | 5,481,136 |
Cash at bank and in hand |  | 1,384,987 |  | 1,615,186 |
|  | 9,577,131 |  | 8,979,618 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 15 | (3,124,211) |  | (2,427,735) |
Net current assets |  |  | 6,452,920 |  | 6,551,883
Net assets |  |  | 6,470,728 |  | 6,605,575
Capital and reserves |  |  |  |  |
Called up share capital | 16 |  | 1 |  | 1
Profit and loss account |  |  | 6,470,727 |  | 6,605,574
|  |  | 6,470,728 |  | 6,605,575
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 November 2025.
E Hatzistefanis
Director
The notes on pages 16 to 25 form part of these financial statements. Page 10
NIP AND FAB LIMITED REGISTERED NUMBER:07147814
COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 11 |  | 17,808 |  | 53,692
Investments | 12 |  | 856 |  | 856
|  |  | 18,664 |  | 54,548
Current assets |  |  |  |  |
Stocks | 13 | 2,214,067 |  | 1,883,296 |
Debtors: amounts falling due within one year | 14 | 5,977,477 |  | 5,480,280 |
Cash at bank and in hand |  | 1,383,207 |  | 1,615,186 |
Current liabilities |  | 9,574,751 |  | 8,978,762 |
Creditors: amounts falling due within one year | 15 | (3,122,788) |  | (2,427,735) |
Net current assets |  |  | 6,451,963 |  | 6,551,027
Net assets |  |  | 6,470,627 |  | 6,605,575
Capital and reserves |  |  |  |  |
Called up share capital | 16 |  | 1 |  | 1
Profit and loss account |  |  | 6,470,626 |  | 6,605,574
|  |  | 6,470,627 |  | 6,605,575
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 November 2025.
E Hatzistefanis
Director
The notes on pages 16 to 25 form part of these financial statements. Page 11
NIP AND FAB LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025
| Called up share capital | Profit and loss account | Equity attributable to owners of parent Company | Total equity
| £ | £ | £ | £
At 1 April 2023 | 1 | 6,520,721 | 6,520,722 | 6,520,722
Profit for the year | - | 224,853 | 224,853 | 224,853
Dividends: Equity capital | - | (140,000) | (140,000) | (140,000)
At 1 April 2024 | 1 | 6,605,574 | 6,605,575 | 6,605,575
Profit for the year | - | 85,175 | 85,175 | 85,175
Currency translation differences | - | (22) | (22) | (22)
Dividends: Equity capital | - | (220,000) | (220,000) | (220,000)
At 31 March 2025 | 1 | 6,470,727 | 6,470,728 | 6,470,728
| The notes on pages 16 to 25 form part of these financial statements.
Page 12
NIP AND FAB LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 April 2023 | 1 | 6,520,721 | 6,520,722
Profit for the year | - | 224,853 | 224,853
Dividends: Equity capital | - | (140,000) | (140,000)
At 1 April 2024 | 1 | 6,605,574 | 6,605,575
Profit for the year | - | 85,052 | 85,052
Dividends: Equity capital | - | (220,000) | (220,000)
At 31 March 2025 | 1 | 6,470,626 | 6,470,627
| The notes on pages 16 to 25 form part of these financial statements.
Page 13
NIP AND FAB LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 85,175 | 224,853
Adjustments for: |  |
Amortisation of intangible assets | 46,284 | 73,196
Interest payable | 2,904 | 2,916
Interest receivable | (1,407) | (5,507)
Taxation charge | 171 | -
(Increase)/decrease in stocks | (330,771) | 336,493
Decrease/(increase) in debtors | 449,550 | (918,175)
Increase in amounts owed by fellow group company | (942,243) | (399,945)
Decrease/(increase) in amounts owed by subsidiary | 2,508 | (2,550)
Increase in creditors | 696,305 | 422,590
Decrease in provisions | - | (12,498)
Corporation tax paid | (6,756) | (4,785)
Foreign exchange differences | (22) | -
Net cash generated from/(used in) operating activities | 1,698 | (283,412)
Cash flows used in investing activities |  |
Purchase of intangible fixed assets | (10,400) | (11,000)
Interest received | 1,407 | 5,507
Net cash used in investing activities | (8,993) | (5,493)
Cash flows used in financing activities |  |
Dividends paid | (220,000) | (140,000)
Interest paid | (2,904) | (2,916)
Net cash used in financing activities | (222,904) | (142,916)
Net decrease in cash and cash equivalents | (230,199) | (431,821)
Cash and cash equivalents at beginning of year | 1,615,186 | 2,047,007
Cash and cash equivalents at the end of year | 1,384,987 | 1,615,186
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 1,384,987 | 1,615,186
| 1,384,987 | 1,615,186
Page 14
NIP AND FAB LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 MARCH 2025
|  | At 1 April 2024 | Cash flows | At 31 March 2025
|  | £ | £ | £
Cash at bank and in hand | 1,615,186 | (230,199) | 1,384,987
The notes on pages 16 to 25 form part of these financial statements.
Page 15
NIP AND FAB LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
1. | General information
Nip and Fab Limited is a private company, limited by shares, registered in England and Wales. Its registered office and business address is The Studio Building, 6th Floor, 21 Evesham Street, London, W11 4AJ. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.3 | Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group derives revenue from wholesale and retail sales. Revenue from both is recognised when the significant risks and rewards of ownership of the goods have passed to the customer. This is usually when the goods are dispatched from the warehouse. The Group has a small number of contracts with retailers where unsold products may be returned at the retailer's discretion. Revenue is reduced by the amount relevant to the number of unsold products returned at time the return is confirmed by the customer. Page 16
NIP AND FAB LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The Group's functional and presentational currency is £ Sterling. 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. On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
| 2.5 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research is recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
| 2.6 | Pensions
Defined contribution pension plan The Group contributes to a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds. Page 17
NIP AND FAB LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.7 | Taxation
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 reporting date in the countries where the Company and the Group operate and generate income.
| 2.8 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Computer software | - | 3 | years
| 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. At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis. Depreciation is provided on the following basis:
|  |  |  | Office equipment | - | 50% | reducing balance
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 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 18
NIP AND FAB LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.11 | Stocks
Stocks are stated at the lower of the average cost and net realisable value, being the estimated selling price less costs to complete and sell. Average cost comprises the purchase price, import duties and freight charges. At each reporting 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.
| 2.12 | Debtors
Short-term debtors are measured at the transaction price, less any impairment.
| 2.13 | 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.
| 2.14 | Creditors
Short-term creditors are measured at the transaction price.
| 2.15 | Financial instruments
The Group only enters into transactions that result in the recognition of basic financial assets and basic financial liabilities. Basic financial assets, such as trade and other debtors, are initially recognised at the transaction price less attributable transaction costs. Basic financial liabilities, such as trade and other creditors, are initially recognised at the transaction price plus attributable transaction costs. Subsequently, they are measured at amortised cost using the effective interest method, less any impairment losses in the case of basic financial assets. Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is an 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.
| 2.16 | Dividends
Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Page 19
NIP AND FAB LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of the accounting policies and the reported amounts of assets and liabilities, revenue and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are reasonable under the circumstances. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. In preparing these financial statements the directors have made the following judgements: ∙Whether the group's intangible and tangible assets indicate impairment. Decisions are made based on considering factors such as the economic viability and expected future financial performance of the asset. ∙Whether the stock value at the reporting date is accurate and stock is not impaired. Management make use of the available market information, for example fashion trends, to determine if stock is sellable. Expiry date of stock is also taken into consideration. ∙Whether trade debtors are recoverable and provision for bad debts is adequate. Payment history of debtors is reviewed and post reporting date events are monitored for potential bad debts.
4. | Turnover
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 12,749,334 | 10,069,352
| North America and Canada | 1,012,853 | 1,729,815
| Europe | 1,251,406 | 714,722
| Rest of the world | 633,554 | 1,235,934
|  | 15,647,147 | 13,749,823
5. | Exceptional item
In the prior year the Company undertook a full check of physical inventory held at third parties and after a comprehensive reconciliation process identified that a number of historical stock lines could not be located. The directors took the decision that these old stocks of £415,523 should be fully written off and this was categorised as an exceptional item in 2024 due to the circumstances and amounts involved. Page 20
NIP AND FAB LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
6. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Research and development | 50,702 | 70,849
| Exchange differences | 31,033 | 16,870
7. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements | 20,000 | 15,500
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Wages and salaries | 2,453,938 | 2,011,643 | 2,453,938 | 2,011,643
| Social security costs | 297,901 | 242,559 | 297,901 | 242,559
| Cost of defined contribution scheme | 39,823 | 32,685 | 39,823 | 32,685
|  | 2,791,662 | 2,286,887 | 2,791,662 | 2,286,887
| The Group does not have staff. Staff costs are recharged by a company under common control.
9. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 569,800 | 456,918
| The highest paid director received remuneration of £325,600 (2024 - £261,096).
Page 21
NIP AND FAB LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
10. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Foreign tax on income for the year | 171 | -
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - lower than) the main rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 85,346 | 224,853
| Profit on ordinary activities multiplied by the main rate of corporation tax in the UK of 25% (2024 - 25%) | 21,337 | 56,213
| Effects of: |  |
| Expenses not deductible for tax purposes | 305 | 60
| Lower rate of tax on overseas earnings | (37) | -
| Group relief | (21,434) | (56,273)
| Total tax charge for the year | 171 | -
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 22
NIP AND FAB LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
11. | Intangible assets
| Group and Company
|  | Computer software
|  | £
| Cost |
| At 1 April 2024 | 211,733
| Additions | 10,400
| Disposals | (108,674)
| At 31 March 2025 | 113,459
| Amortisation |
| At 1 April 2024 | 158,041
| Charge for the year on owned assets | 46,284
| On disposals | (108,674)
| At 31 March 2025 | 95,651
| Net book value |
| At 31 March 2025 | 17,808
| At 31 March 2024 | 53,692
12. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost |
| At 1 April 2024 | 856
| At 31 March 2025 | 856
Page 23
NIP AND FAB LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
| Subsidiary undertaking
| The following was a subsidiary undertaking of the Company:
| Name | Class of shares | Holding
| Nip and Fab (Cyprus) Limited | Ordinary Shares | 100%
| The registered address for the subsidiary is Strovolou 77, Strovolos Center, Flat/Office 301, Strovolos, 2018, Nicosia, Cyprus.
13. | Stocks
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Finished goods and components | 2,214,067 | 1,883,296 | 2,214,067 | 1,883,296
14. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 2,537,940 | 3,006,958 | 2,537,940 | 3,006,958
| Amounts owed by fellow group company | 3,277,362 | 2,335,119 | 3,277,362 | 2,335,119
| Amounts owed by subsidiary | 42 | 2,550 | 21 | 1,694
| Other debtors | 53,008 | 57,907 | 52,429 | 57,907
| Prepayments and accrued income | 109,725 | 78,602 | 109,725 | 78,602
|  | 5,978,077 | 5,481,136 | 5,977,477 | 5,480,280
15. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade creditors | 2,210,225 | 1,722,894 | 2,210,225 | 1,722,894
| Corporation tax | 170 | - | - | -
| Other taxation and social security | 313,677 | 191,395 | 313,677 | 191,395
| Other creditors | 6,008 | 25,837 | 6,008 | 25,837
| Accruals and deferred income | 594,131 | 487,609 | 592,878 | 487,609
|  | 3,124,211 | 2,427,735 | 3,122,788 | 2,427,735
Page 24
NIP AND FAB LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
16. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 (2024 - 1) Ordinary share of £1 | 1 | 1
17. | Contingent liabilities
The Company is party to a cross guarantee between Barclays Bank PLC and a fellow subsidiary company, Rodial Limited. The Company's contingent liability under this guarantee as at 31 March 2025 was £Nil (2024 - Nil).
18. | Related party transactions
| The Company has taken advantage of the exemption under FRS102 33.1A Related Party Disclosures and have not disclosed transactions entered with entities which are wholly owned within the group that the Company belongs to.
19. | Controlling party
Starmak Holdings Limited was the parent company until 20 March 2025. From that date R&H Trust Co (Jersey) Limited, a company incorporated in Jersey, with its registered office at Ordnance House, 31 Pier Road, St Helier, Jersey, JE4 8PW, became the parent company. It does not prepare consolidated financial statements. On 26 September 2025, R&H Trust Co (Jersey) Limited changed its name to Summit Trust Jersey Limited. The Company is jointly controlled by M Papageorgiou and E Hatzistefanis.
Page 25