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Financial Statements
Rose Marketing UK Limited
For the year ended 31 December 2024
Registered number: SC317936
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Rose Marketing UK Limited
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Company Information
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Richard Kennedy (resigned 24 January 2024)
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Steven Watt (appointed 24 January 2025)
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First Floor West
John Smith Business Park
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Chartered Accountants & Statutory Auditors
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Rose Marketing UK Limited
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Contents
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Directors' responsibilities statement
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Independent auditor's report
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Statement of comprehensive income
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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Rose Marketing UK Limited
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Directors' report
For the year ended 31 December 2024
The Directors present their report and the financial statements for the year ended 31 December 2024.
The Company's principal activity during the financial year was that of the manufacture and wholesale of confectionery.
During the year, the Group restructured its UK sales operations. Previously recorded under Rose Marketing UK Limited (Ireland), these UK activities were transferred to Rose Marketing UK Limited (Scotland). As part of the restructuring, the UK company transitioned from acting as a commission agent to becoming the principal in all its arrangements.
The profit for the year, after taxation, amounted to £385,914 (2023: £495,789).
The Directors have not recommended the payment of a dividend (2023: £Nil).
The Directors' and secretary's shareholdings and the movements therein during the financial year ended 31 December 2024 were as follows:
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Ordinary shares
of £1 each
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Richard Kennedy (resigned 24 January 2024)
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The Directors and secretary did not hold any interests in the Company during the financial period. The Company is a wholly-owned subsidiary of Rose Holdings Limited, a company incorporated in the Republic of Ireland.
Steven Watt and Phelim Daly held 181,819 and 90,909 B Ordinary shares, respectively, in Malva Acquisitions Holdings Limited, the ultimate parent company.
Research and development activities
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The Company did not engage in any research or development activities during the financial year (2023: £Nil).
Statement on relevant audit information
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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 auditor is 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 auditor is aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
Page 1
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Rose Marketing UK Limited
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Directors' report (continued)
For the year ended 31 December 2024
The auditor, Grant Thornton, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Page 2
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Rose Marketing UK Limited
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Directors' responsibilities statement
For the year ended 31 December 2024
The Directors are responsible for preparing 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;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙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.
On behalf of the board:
Page 3
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Independent auditor's report to the members of Rose Marketing UK Limited
We have audited the financial statements of Rose Marketing UK Limited (the 'Company'), which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity for the year ended 31 December 2024, and the related notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in the 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, Rose Marketing UK Limited's financial statements:
∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 December 2024 and of its financial performance for the year then ended; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 'Responsibilities of the auditor 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 FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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
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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 the date 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.
Page 4
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Independent auditor's report to the members of Rose Marketing UK Limited (continued)
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report . The Directors are responsible for the other information. Our opinion on the financial statements does not cover the 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 in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions 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 Directors' report for the year for which the financial statements are prepared is consistent with the financial statements, and
∙the Directors' report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the company and its environment we have obtained in the course of the audit, we have not identified material misstatements in 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; or
∙the Directors were not entitled to take advantage of the small companies' exemptions from the requirement to prepare a strategic report or in preparing the Directors' report.
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Independent auditor's report to the members of Rose Marketing UK Limited (continued)
Responsibilities of management and those charged with governance for the financial statements
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Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 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, management is 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
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The objectives of an auditor are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes their 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.
A further description of an auditor's 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 auditor's report.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
Based on our understanding of the Company and industry, we identified that the principal risks of non compliance with laws and regulations related to compliance with Data Privacy and Employment laws and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and local tax legislation. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional skepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statement.
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Independent auditor's report to the members of Rose Marketing UK Limited (continued)
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)
In response to these principal risks, our audit procedures included but were not limited to:
∙enquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
∙inspection of the Company's legal correspondences and review of minutes of board meetings during the year to corroborate inquiries made;
∙gaining an understanding of the entity’s current activities, the scope of authorisation and the effectiveness of its control environment to mitigate risks related to fraud;
∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
∙review of the financial statement disclosures to underlying supporting documentation and inquiries of management; and
∙challenging assumptions and judgements made by management in their significant accounting estimates.
The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
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This report is made solely to the Company’s members, as a body, in accordance with chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Jason Crawford (Senior statutory auditor)
for and on behalf of
Grant Thornton
Chartered Accountants &
Statutory Auditors
13-18 City Quay
Dublin 2
Republic of Ireland
1 October 2025
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Rose Marketing UK Limited
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Statement of comprehensive income
For the year ended 31 December 2024
All amounts relate to continuing operations.
There was no other comprehensive income for 2024 (2023: £Nil).
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The notes on pages 11 to 22 form part of these financial statements.
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Page 8
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Rose Marketing UK Limited
Registered number:SC317936
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Statement of financial position
As at 31 December 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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Phelim Daly
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Steven Watt
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The notes on pages 11 to 22 form part of these financial statements.
Page 9
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Rose Marketing UK Limited
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Statement of changes in equity
For the year ended 31 December 2024
Statement of changes in equity
For the year ended 31 December 2023
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The notes on pages 11 to 22 form part of these financial statements.
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Page 10
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Rose Marketing UK Limited
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Notes to the financial statements
For the year ended 31 December 2024
Rose Marketing UK Limited is a private company limited by shares, which is registered and incorporated in Scotland, United Kingdom. The company’s registered office is Suite 2 The Candy Castle, First Floor West, Cluny Court, John Smith Business Park, Kirkcaldy, Fife, KY2 6QJ, Scotland and the company registration number is SC317936.
The Company's principal activity during the financial year was that of the manufacture and wholesale of confectionery.
During the year, the Group restructured its UK sales operations. Previously recorded under Rose Marketing UK Limited (Ireland), these UK activities were transferred to Rose Marketing UK Limited (Scotland). As part of the restructuring, the UK company transitioned from acting as a commission agent to operating as a full-fledged distributor.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The Company continues to qualify as a small company under the Companies Act 2006. Although the company exceeded the small company thresholds in the current financial year, under the relevant legislation, a company must meet or exceed the thresholds for two consecutive years before a change in size classification is required. Accordingly, the company has prepared its financial statements in accordance with the small company regime and FRS 102 Section 1A.
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 financial statements are presented in Pounds (£).
The following principal accounting policies have been applied:
After reviewing the Company's forecast and projection, the directors have reasonable expectations that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern in preparing the financial statements.
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.
Page 11
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Rose Marketing UK Limited
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Sale of goods
Revenue comprises the sale of confectionery, freeze-pops, mallow, and fruit and nut products. Revenue is recognised when control of the goods has passed to the customer, which occurs upon delivery of the goods. At the point of delivery, the significant risks and rewards of ownership are transferred, the Company no longer retains managerial involvement, and the amount of revenue 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.
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Operating leases: the Company as lessee
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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.
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 Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
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Rose Marketing UK Limited
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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 operates and generates income.
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.
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:
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.
At each reporting date, fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss.
If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.
Page 13
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Rose Marketing UK Limited
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership of the leased asset to the company. All other leases are classified as operating leases.
Assets held under finance leases are recognised initially at the fair value of the leased asset (or, if lower, the present value of minimum lease payments) at the inception of the lease. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation using the effective interest method so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are deducted in measuring profit or loss. Assets held under finance leases are included in tangible fixed assets and depreciated and assessed for impairment losses in the same way as owned assets.
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.
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.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Rose Marketing UK Limited
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short- term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Investments in non-derivative instruments that are equity to the issuer are measured:
∙at fair value with changes recognised in the Statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;
∙at cost less impairment for all other investments.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the Statement of financial position 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company applies hedge accounting for foreign exchange derivatives.
Page 15
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Rose Marketing UK Limited
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Notes to the financial statements
For the year ended 31 December 2024
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Judgments in applying accounting policies and key sources of estimation uncertainty
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When preparing the financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses.
The following are significant management judgements in applying the accounting policies of the company that have the most significant effect on the financial statements.
Principal vs. agent consideration
The Company sells confectionery products on behalf of its related company. Critical judgment was exercised by management to distinguish whether the Company is acting as principal or agent for its revenue transactions. Failure to make the right judgment could result in either overstatement or understatement of revenues and expenses. From 1 January 2024, the Company acted as Principal in all its arrangements.
Estimating net realisable values of stocks
The net realisable value of stocks represents the estimated selling price for stocks less all estimated costs of completion and costs necessary to make the sale. The Company determines the estimated selling price based on the recent sale transactions of similar goods with adjustments to reflect any changes in economic conditions since the date the transactions occurred. The Company records provision for excess of cost over net realisable value of stocks. While the Company believes that the estimates are reasonable and appropriate, significant differences in the actual experience or significant changes in estimates may materially affect the profit or loss and equity.
Bad debts provision
The Company estimates the bad debts provision related to its debtors based on assessment of specific accounts when the Company has information that certain counterparties are unable to meet their financial obligations. In these cases, judgment used was based on the best available facts and circumstances, including but not limited to, the length of relationship with the counterparty and the counterparty’s current credit status based on credit reports and known market factors. The Company used judgment to record specific reserves for counterparties against amounts due to reduce the expected collectible amounts. These specific reserves are re-evaluated and adjusted as additional information received impacts the amounts estimated. The amounts and timing of recorded expenses for any period would differ if different judgments were made or different estimates were utilised.
Establishing useful economic lives for depreciation purposes of tangible fixed assets
The annual depreciation charge depends primarily on the estimated useful economic lives of each type of asset and estimates of residual values. The Directors regularly review these asset useful economic lives and change them as necessary to reflect current thinking on remaining lives in light of prospective economic utilisation and physical condition of the assets concerned. Changes in asset useful lives can have a significant impact on depreciation and amortisation charges for the period. Detail of the useful economic lives is included in the accounting policies.
Impairment of assets
In assessing impairment, management estimates the recoverable amount of each asset or cash- generating units based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate.
A segmental analysis of turnover by geographical area and business activity is not provided as, in the opinion of the directors, the disclosure of such information would be seriously prejudicial to the interest of the Company.
Page 16
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Rose Marketing UK Limited
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Notes to the financial statements
For the year ended 31 December 2024
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The operating profit is stated after charging:
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The average monthly number of employees, including directors, during the year was 29 (2023 - 0).
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Company contributions to defined contribution pension schemes
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A management services fee of £82,015 was charged by Rose Marketing UK (ROI) Limited during the year in respect of management services provided by the Director to the Company.
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Page 17
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Rose Marketing UK Limited
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Notes to the financial statements
For the year ended 31 December 2024
8.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - hybrid rate of 20.5%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - hybrid rate of 20.5%)
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Adjustments in respect of previous periods
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
Page 18
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Rose Marketing UK Limited
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Notes to the financial statements
For the year ended 31 December 2024
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Charge for the year on owned assets
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Finished goods and goods for resale
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An impairment loss of £4,211 (2023: £nil) was recognised in cost of sales against stocks during the year due to slow moving and obsolete stocks.
In the opinion of the Directors, the replacement cost of the stock did not differ significantly from the figure shown.
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Page 19
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Rose Marketing UK Limited
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Notes to the financial statements
For the year ended 31 December 2024
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Debtors: Amounts falling due within one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Trade debtors are stated net of a provision for impairment of £4,250 (2023: £nil).
Amounts owed by group undertakings are unsecured, interest free and are repayable on demand.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Foreign currency derivatives
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Trade creditors, other creditors, and accruals are payable at various dates over the coming months in accordance with the supplier's usual and customary credit terms.
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
The Group held foreign exchange forward contracts which is measured at fair value through profit and loss. The movement in fair value during the year has been recognised in profit and loss amounting to £14,257 (2023: £Nil).
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Page 20
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Rose Marketing UK Limited
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Notes to the financial statements
For the year ended 31 December 2024
13.Creditors: Amounts falling due within one year (continued)
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Other taxation and social security
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Allotted, called up and fully paid
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120 (2023 - 120) Ordinary shares of £1.00 each
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Profit and loss account
Includes current and prior period results of operations as reported in the Statement of changes in equity.
There is a contingent liability in respect of cross guarantees given to the bank for borrowings of Malva Acquisitions Limited, a fellow group Company, incorporated in the Republic of Ireland. At year end, such borrowings amounted to €Nil (2023: €3,886,854).
Bank of Ireland holds the following security in respect of outstanding loans:
- a first ranking fixed and floating charge over the assets of the Group; and
- a charge on present and future property of the Group
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Related party transactions
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The Company has availed of the exemption contained in paragraph 1AD.51 of FRS 102 "Related Party Transactions" from disclosing transactions with other group members where each party to the transaction is a 100% member of the group. No other related party transactions arose.
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Post balance sheet events
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There have been no significant events affecting the Company since the financial year end, which require adjustment to or disclosure in the financial statements.
Page 21
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Rose Marketing UK Limited
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Notes to the financial statements
For the year ended 31 December 2024
The Company is a wholly owned subsidiary of Rose Holdings Limited, a company incorporated in Ireland.
The results are consolidated into Malva Acquisitions Holdings Limited, the largest group company to prepare consolidated accounts. These accounts present information about the company as an individual undertaking. The consolidated accounts are available in Companies Registration Office, Dublin, Ireland.
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Ultimate controlling party
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The ultimate controlling party of the company is Melior Equity Partners II SCSp, a special limited partnership (société en commandite spéciale) with its registered office at 3 rue Gabriel Lippmann, L-5365 Munsbach, Schuttrange, Grand Duchy of Luxembourg and registered with the RCSL under number B243857.
Comparative information has been reclassified where necessary to conform to current financial year presentation.
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Approval of financial statements
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The board of directors approved these financial statements for issue on 1 October 2025
Page 22
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