Roc Skincare (UK) Limited

(Registration number: 11898161)
Balance Sheet as at 31 December 2024

	Note	2024 $	2023 $
Fixed assets
Tangible assets	4	3,174	5,340
Current assets
Debtors	5	11,195	37,589
Creditors: Amounts falling due within one year	6	(4,101,536)	(4,142,199)
Net current liabilities		(4,090,341)	(4,104,610)
Total assets less current liabilities		(4,087,167)	(4,099,270)
Provisions for liabilities		(794)	-
Net liabilities		(4,087,961)	(4,099,270)
Capital and reserves
Called up share capital	7	1	1
Share based payments reserve		-	118,302
Profit and loss account		(4,087,962)	(4,217,573)
Total equity		(4,087,961)	(4,099,270)

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime and the option not to file the Profit and Loss Account has been taken.

Approved and authorised for issue by the Board on 30 November 2025 and signed on its behalf by:
 

.........................................

J Brandimarte
Director

Roc Skincare (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

1	Statutory information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
First Floor
Templeback
10 Temple Back
Bristol
BS1 6FL
United Kingdom

2	Accounting policies

Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention.

The financial statements are prepared in US Dollars which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.

Going concern

The financial statements are prepared on the basis that the company is a going concern. The company is reliant on the ongoing support of the wider group to be able to meet liabilities as they fall due. The directors of the company have received confirmation from the parent company that the parent will continue its support for a period no shorter than twelve months from the date of approval of these financial statements. Accordingly, these financial statements have been prepared on the going concern basis.

Roc Skincare (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of sales and marketing services to the wider group in the ordinary course of the company’s activities. Turnover is shown net of value added tax.

The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

Foreign currency transactions and balances

Monetary assets and liabilities in foreign currencies are translated into US Dollars at the rates of exchange prevailing at the balance sheet date. Transactions in foreign currencies are translated into US Dollars at the rate of exchange prevailing at the date of the transaction.

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date.

Amounts due to group undertakings

Amounts due to group undertakings are repayable on demand and therefore are measured at transaction value.

Tangible fixed assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:

Computer equipment	Straight-line over 3 years

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Roc Skincare (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due.

Employee benefits
The costs of short-term employee benefits, including the cost of any unused holiday entitlement, are recognised as an expense in the period in which the employees' services are received.

Share based payments

Some of the company's employees have been granted options over the unissued share capital of the ultimate parent company. The grant date fair value of share-based payments awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period in which the employees become unconditionally entitled to the awards. The fair value of the awards granted is measured based on company specific observable market data, taking into account the terms and conditions upon which the awards are granted. The amount recognised as an expense is adjusted at each period end to reflect the actual number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. Upon exercise of the options, the share-based payments reserve within equity is debited with a corresponding credit made to the amounts owed to group undertakings. This reflects the arrangement in place whereby the company will reimburse the parent company for the remuneration of its employees via the options granted.

3	Staff numbers

The average number of persons employed by the company (including directors) during the year, was 8 (2023 - 9).

Roc Skincare (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

4	Tangible fixed assets

	Computer equipment  $
Cost
At 1 January 2024	7,615
At 31 December 2024	7,615
Depreciation
At 1 January 2024	2,275
Charge for the year	2,166
At 31 December 2024	4,441
Carrying amount
At 31 December 2024	3,174
At 31 December 2023	5,340

5	Debtors: amounts falling due within one year

	2024 $	2023 $
Prepayments	11,195	37,589
	11,195	37,589

6

Creditors

	2024 $	2023 $
Amounts falling due within one year
Amounts owed to group undertakings	3,761,452	3,707,736
Taxation and social security	29,511	51,510
Accruals	310,573	382,953
	4,101,536	4,142,199

Roc Skincare (UK) Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

7	Share capital

Allotted, called up and fully paid shares

	2024		2023
	No.	$	No.	$
100 Ordinary shares of £0.01 each	100	1	100	1

8	Share-based payments

The company has applied the exemption provided in FRS 102 Section 1.12D not to disclose details of share-based payment arrangements concerning the equity instruments of another group entity.

9	Parent company and ultimate parent company

The company’s immediate parent undertaking is RoC Opco LLC, a company incorporated in the USA. The parent undertaking of the smallest group in which this company’s financial statements are consolidated is RoC Holdco LLC, incorporated in the USA. The address of RoC Opco LLC and RoC Holdco LLC is 200 Madison Ave, 18th Floor New York, NY 10016, USA.

There is no ultimate controlling parent undertaking.

10	Audit report

As the profit and loss account has been omitted from the filing copy of the financial statements the following information is in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

• The Independent Auditor's Report was unqualified.
• The name of the Senior Statutory Auditor who signed the audit report on 1 December 2025 was David Wright BSc FCA.
• The auditor was Corrigan Accountants Limited.