IRIS Accounts Production v25.3.0.601 09961851 Board of Directors 1.4.24 31.3.25 31.3.25 true false true false false false true false iso4217:GBP iso4217:USD iso4217:EUR xbrli:shares xbrli:pure utr:tonnes utr:kWh 09961851 2024-03-31 09961851 2025-03-31 09961851 2024-04-01 2025-03-31 09961851 2023-03-31 09961851 2023-04-01 2024-03-31 09961851 2024-03-31 09961851 ns15:EnglandWales 2024-04-01 2025-03-31 09961851 ns14:PoundSterling 2024-04-01 2025-03-31 09961851 ns10:Director1 2024-04-01 2025-03-31 09961851 ns10:PrivateLimitedCompanyLtd 2024-04-01 2025-03-31 09961851 ns10:SmallEntities 2024-04-01 2025-03-31 09961851 ns10:AuditExempt-NoAccountantsReport 2024-04-01 2025-03-31 09961851 ns10:SmallCompaniesRegimeForDirectorsReport 2024-04-01 2025-03-31 09961851 ns10:SmallCompaniesRegimeForAccounts 2024-04-01 2025-03-31 09961851 ns10:FullAccounts 2024-04-01 2025-03-31 09961851 1 2024-04-01 2025-03-31 09961851 ns10:Director3 2024-04-01 2025-03-31 09961851 ns10:RegisteredOffice 2024-04-01 2025-03-31 09961851 ns5:CurrentFinancialInstruments 2025-03-31 09961851 ns5:CurrentFinancialInstruments 2024-03-31 09961851 ns5:Non-currentFinancialInstruments 2025-03-31 09961851 ns5:Non-currentFinancialInstruments 2024-03-31 09961851 ns5:ShareCapital 2025-03-31 09961851 ns5:ShareCapital 2024-03-31 09961851 ns5:SharePremium 2025-03-31 09961851 ns5:SharePremium 2024-03-31 09961851 ns5:RetainedEarningsAccumulatedLosses 2025-03-31 09961851 ns5:RetainedEarningsAccumulatedLosses 2024-03-31 09961851 ns5:IntangibleAssetsOtherThanGoodwill 2024-03-31 09961851 ns5:IntangibleAssetsOtherThanGoodwill 2024-04-01 2025-03-31 09961851 ns5:IntangibleAssetsOtherThanGoodwill 2025-03-31 09961851 ns5:IntangibleAssetsOtherThanGoodwill 2024-03-31 09961851 ns5:LandBuildings 2024-03-31 09961851 ns5:FurnitureFittings 2024-03-31 09961851 ns5:ComputerEquipment 2024-03-31 09961851 ns5:LandBuildings 2024-04-01 2025-03-31 09961851 ns5:FurnitureFittings 2024-04-01 2025-03-31 09961851 ns5:ComputerEquipment 2024-04-01 2025-03-31 09961851 ns5:LandBuildings 2025-03-31 09961851 ns5:FurnitureFittings 2025-03-31 09961851 ns5:ComputerEquipment 2025-03-31 09961851 ns5:LandBuildings 2024-03-31 09961851 ns5:FurnitureFittings 2024-03-31 09961851 ns5:ComputerEquipment 2024-03-31 09961851 ns5:CostValuation 2024-03-31 09961851 ns5:ForeignExchangeDifferencesIncreaseDecreaseInInvestments 2025-03-31 09961851 ns5:CostValuation 2025-03-31 09961851 ns5:Subsidiary1 2024-04-01 2025-03-31 09961851 1 ns5:Subsidiary1 2024-04-01 2025-03-31 09961851 ns5:Subsidiary2 2024-04-01 2025-03-31 09961851 ns5:Subsidiary2 3 2024-04-01 2025-03-31 09961851 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2025-03-31 09961851 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2024-03-31

REGISTERED NUMBER: 09961851 (England and Wales)

| Unaudited Financial Statements |

| for the Year Ended 31 March 2025 |

| for |

| Optiat Ltd |

| Optiat Ltd (Registered number: 09961851) |

Contents of the Financial Statements

for the Year Ended 31 March 2025

Page |

| Company Information | 1 |

| Balance Sheet | 2 |

| Notes to the Financial Statements | 4 |

| Optiat Ltd |

Company Information

for the Year Ended 31 March 2025

| DIRECTORS: | Anna Brightman

| William Brightman

| REGISTERED OFFICE: | Railway Arch

| 316 Blucher Road

| London

| SE5 0LH

| REGISTERED NUMBER: | 09961851 (England and Wales)

| ACCOUNTANTS: | Ramon Lee Ltd

| 93 Tabernacle Street

| London

| EC2A 4BA

| Optiat Ltd (Registered number: 09961851) |

Balance Sheet

31 March 2025

| 2025 |  | 2024

| Notes | £ | £ |

Fixed assets

Intangible assets | 4 | 17,402 |  | 19,452 |  |

Property, plant and equipment | 5 | 18,279 |  | 20,810 |  |

Investments | 6 | 943 |  | 963 |  |

36,624 |  | 41,225 |  |

Current assets

Inventories | 501,842 |  | 493,270 |  |

Debtors | 7 | 2,187,898 |  | 1,482,587 |  |

Cash at bank and in hand | 227,253 |  | 110,489 |  |

2,916,993 |  | 2,086,346 |  |

Creditors

Amounts falling due within one year | 8 | (2,646,912 | ) | (1,810,865 | ) |

Net current assets | 270,081 |  | 275,481 |  |

Total assets less current liabilities | 306,705 |  | 316,706 |  |

Creditors

Amounts falling due after more than one year | 9 | (2,651 | ) | (13,091 | ) |

Net assets | 304,054 |  | 303,615 |  |

Capital and reserves

Called up share capital | 10 | 115 |  | 116 |  |

Share premium | 892,424 |  | 892,424 |  |

Retained earnings | (588,485 | ) | (588,925 | ) |

304,054 |  | 303,615 |  |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

| Optiat Ltd (Registered number: 09961851) |

Balance Sheet - continued

31 March 2025

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and loss account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 3 November 2025 and were signed on its behalf by:

William Brightman - Director

| Optiat Ltd (Registered number: 09961851) |

Notes to the Financial Statements

for the Year Ended 31 March 2025

1. | STATUTORY INFORMATION

| Optiat Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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

2. | ACCOUNTING POLICIES

| BASIS OF PREPARING THE FINANCIAL STATEMENTS

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

| PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

| The financial statements contain information about Optiat Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

| TURNOVER

| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes for the goods sold in the normal course of business.

| TANGIBLE FIXED ASSETS

| Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

| Fixtures and fittings 25% net book value.

| Computers 25% SLM

| The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

| INVESTMENTS IN SUBSIDIARIES

| Investments in subsidiary undertakings are recognised at cost.

| STOCKS

| Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

| Stocks held for distribution at no or nominal consideration are measured at the lower of replacement cost and cost, adjusted where applicable for any loss of service potential.

| At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

| Optiat Ltd (Registered number: 09961851) |

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

2. | ACCOUNTING POLICIES - continued

| TAXATION

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| EQUITY INSTRUMENTS

| Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

| CASH AND CASH EQUIVALENT

| Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

| FINANCIAL INSTRUMENTS

| The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

| Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

| Financial assets and liabilities are offset , with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

| BASIC FINANCIAL ASSETS

| Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

| CLASSIFICATION OF FINANCIAL LIABILITIES

| Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

| BASIC FINANCIAL LIABILITIES

| Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

| Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

| Optiat Ltd (Registered number: 09961851) |

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

2. | ACCOUNTING POLICIES - continued

| EMPLOYEE BENEFIT

| The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

| The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

| Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

| GOING CONCERN

| At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 26 (2024 - 18 ) .

4. | INTANGIBLE FIXED ASSETS

| Other

| intangible

| assets

£ |

| COST

| At 1 April 2024

| and 31 March 2025 | 20,500 |  |

| AMORTISATION

| At 1 April 2024 | 1,048 |  |

| Charge for year | 2,050 |  |

| At 31 March 2025 | 3,098 |  |

| NET BOOK VALUE

| At 31 March 2025 | 17,402 |  |

| At 31 March 2024 | 19,452 |  |

| Optiat Ltd (Registered number: 09961851) |

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

5. | PROPERTY, PLANT AND EQUIPMENT

| Fixtures |

| Freehold |  | and |  | Computer |

| property |  | fittings |  | equipment |  | Totals

£ | £ | £ | £ |

| COST

| At 1 April 2024 | 11,350 |  | 5,424 |  | 17,464 |  | 34,238 |  |

| Additions | - |  | 212 |  | 1,529 |  | 1,741 |  |

| At 31 March 2025 | 11,350 |  | 5,636 |  | 18,993 |  | 35,979 |  |

| DEPRECIATION

| At 1 April 2024 | 130 |  | 2,755 |  | 10,543 |  | 13,428 |  |

| Charge for year | 224 |  | 687 |  | 3,361 |  | 4,272 |  |

| At 31 March 2025 | 354 |  | 3,442 |  | 13,904 |  | 17,700 |  |

| NET BOOK VALUE

| At 31 March 2025 | 10,996 |  | 2,194 |  | 5,089 |  | 18,279 |  |

| At 31 March 2024 | 11,220 |  | 2,669 |  | 6,921 |  | 20,810 |  |

6. | FIXED ASSET INVESTMENTS

| Shares in

| group

| undertaking

£ |

| COST OR VALUATION

| At 1 April 2024 | 963 |  |

| Exchange differences | (20 | ) |

| At 31 March 2025 | 943 |  |

| NET BOOK VALUE

| At 31 March 2025 | 943 |  |

| At 31 March 2024 | 963 |  |

| Cost or valuation at 31 March 2025 is represented by:

| Shares in

| group

| undertaking

£ |

| Valuation in 2024 | 943 |  |

| Optiat Ltd (Registered number: 09961851) |

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

6. | FIXED ASSET INVESTMENTS - continued

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

| Upcircle Beauty Inc

| Registered office: 8, The Green Ste. B, Dover, Delaware, 19901, USA

| Nature of business: Beauty skin-care wholesale and online

| %

| Class of shares: | holding |

| Shares | 100.00 |

| Upcircle Beauty Europe Ltd

| Registered office: Unit B3, Deerpark Industrial Estate, Oranmore, Galway, H91 D452, Ireland

| Nature of business: Beauty skin-care wholesale and online

| %

| Class of shares: | holding |

| Shares | 100.00 |

7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2024 |

£ | £ |

| Trade debtors | 527,610 |  | 280,803 |  |

| Other debtors | 86,506 |  | 13,709 |  |

| Amount owed by connected party | 1,571,565 |  | 1,165,595 |  |

| Prepayments and accrued income | - |  | 22,480 |  |

| Prepayments | 2,217 |  | - |  |

2,187,898 |  | 1,482,587 |  |

8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2024 |

£ | £ |

| Bank loans and overdrafts | 318,717 |  | 175,764 |  |

| Trade creditors | 1,353,873 |  | 787,464 |  |

| American Express Gold Biz Card | 4,711 |  | - |  |

| Social security and other tax | 29,354 |  | - |  |

| PAYE Control Account | - |  | 20,152 |  |

| VAT | 290,181 |  | 73,096 |  |

| Other creditors | 645,655 |  | 746,904 |  |

| Pension Fund | - |  | 3,345 |  |

| Accruals and deferred income | - |  | 4,140 |  |

| Accrued expenses | 4,421 |  | - |  |

2,646,912 |  | 1,810,865 |  |

9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

2025 | 2024 |

£ | £ |

| Bank Loan | 2,651 |  | 13,091 |  |

| Optiat Ltd (Registered number: 09961851) |

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

10. | CALLED UP SHARE CAPITAL

|  | 2025 |  |  | 2024 |  |

| £ |  |  | £ |  |

| Ordinary share capital |  |

| Issued and fully paid |  |

| 10,600,050 A Ordinary Shares of £0.00001 each |  | 107 |  |  | 106 |  |

| 487,450 B investment Shares of £0.00001 each |  | 7 |  |  | 5 |  |

| During the year |  |

| 80,076 A Ordinary Shares of £0.00001 each |  |  | 2 |  |

| 190,895 B investment Shares of £0.00001 each |  |  | 3 |  |

|  | 114 |  |  | 116 |  |