Registration number: 13550616

Nirvana Brands Holdings Ltd

Contents

Company Information	1
Strategic Report	2
Director's Report	3
Statement of Director's Responsibilities	4
Independent Auditor's Report	5 to 7
Consolidated Profit and Loss Account	8
Consolidated Statement of Comprehensive Income	9
Consolidated Balance Sheet	10
Balance Sheet	11
Consolidated Statement of Changes in Equity	12
Consolidated Statement of Cash Flows	13
Notes to the Financial Statements	14 to 27

Nirvana Brands Holdings Ltd

Company Information

Director

Mr A D Mehta

Registered office

Amertrans Park Bushey Mill Lane Watford Hertfordshire WD24 7JG

Auditors

Cameron & Associates Limited The Hour House 32 High Street Rickmansworth Hertfordshire WD3 1ER

Nirvana Brands Holdings Ltd

Strategic Report for the Year Ended 31 March 2025

The director presents his strategic report for the year ended 31 March 2025.

Principal activity

The principal activity of the Group is the wholesale and retail of perfumes and cosmetics. The Company's principal activity is to manage the trade and activities of its subsidiaries.

Review of the business

The group has experienced challenging market conditions with consumer confidence at home and abroad dampened by the uncertain economic outlook.

Turnover reduced by 13% to £61.7m (2024: £71.2m), with the gross margin also declining from 15% to 14.3% reflecting a more competitive market worldwide.

In order to maintain profitability the company contained its administrative expenses, which reduced by £0.9m to £6.9m. The principal reductions related firstly to wage costs which reduced by £676,000 reflecting the reduction in staff numbers and directors remuneration in the year.

The operating profit, a key performance indicator reduced to £2.5m as opposed to £3.2m in 2024, the directors are putting plans in place to increase the operating profit in the future.

The company provided for an amount of £3.5m as an exceptional write off as a result of an investment that has been written down to its recoverable amount after careful assessment of its estimated realisable value. The effect of the write off has been to move the company into a loss in the current year of £1.1m (2024: profit £3.1m).

Principal risks and uncertainties
Risk management
The Directors of the Group and other senior managers are responsible, under delegated authority from the Board, for reviewing the Group's risk position and ensuring appropriate risk mitigation is in place. In carrying out this role, the Directors review detailed management reports on a regular basis. The principal risks the business face are:

Finance, funding and liquidity risk
The Group runs a tight business model collecting monies due in a tight time frame, but there is a risk of trading without adequate financial resources, this is mitigated by maintaining adequate cash balances. The Group also has the ability to seek bank financing if required.

Credit risk
Credit risk is mitigated through credit control and applying adequate credit limits to customer accounts. Every new customer undergoes a credit search and KYC process before a credit limit is assigned, existing customers are also reviewed.

Inflationary risk
The Group continues to face inflationary pressures driven by global economic factors, including rising costs of raw materials, energy, and transportation. While inflationary trends have posed a challenge to our cost structure, the Group remains committed to implementing proactive strategies to manage and mitigate these impacts. While inflationary pressures have had a short-term impact on profitability, the Directors are confident that these measures will position the Group for long-term resilience.

Exchange rate risk
This is mitigated by holding USD and EUR bank accounts, and paying suppliers in their own currencies as far as possible. Care is taken when trading in any necessary foreign currencies, to effectively ensure that favourable rates are achieved. The Group operates a very good natural hedge with little surplus, therefore, there is little need to transact spot or forward trades.

Approved and authorised by the director on 19 December 2025
 

......................................... Mr A D Mehta Director

Nirvana Brands Holdings Ltd

Director's Report for the Year Ended 31 March 2025

The director presents his report and the financial statements for the year ended 31 March 2025.

Directors of the group

The directors who held office during the year were as follows:

Mr D B Mehta (resigned 20 March 2025)

Mr A D Mehta

Ms N D Mehta (resigned 20 March 2025)

Dividends
The directors do not recommend a dividend for the year (2024: £Nil).

Financial instruments

The Group's financial instruments consist of cash, trade receivables and trade payables. The carrying value of these are recorded at amortised cost. Their contractual maturities are less than one year.

The parent Company did not have any borrowings as at 31 March 2025. The Group had borrowings from its shareholder totalling £4.3m (2024: £4.3m) as detailed in note 25. In addition the group had bank borrowings amounting to £4.9m outstanding at the year end, details of which are disclosed in note 23.

The Group's financial instruments primarily expose it to liquidity risk, credit risk, and foreign exchange risk. To mitigate liquidity risk, the Group ensures it maintains sufficient cash balances to meet working capital requirements and operational needs, funding was obtained in the year and there is an option to seek funding from banks if necessary. Credit risk is managed through rigorous credit control policies, including conducting credit checks and Know Your Customer (KYC) procedures for all new customers before assigning credit limits. Existing customer accounts are reviewed regularly, and communication is maintained with all debtors to ensure timely payment of outstanding amounts within agreed terms. For foreign exchange risk, the Group holds cash balances in USD and EUR accounts and makes payments in suppliers’ local currencies whenever possible to limit the impact of currency fluctuations. By maintaining a natural hedge through balancing foreign currency inflows and outflows, the need for speculative currency trades is minimized. These strategies collectively help the Group mitigate potential risks and maintain financial stability.

Share capital details of the parent Company’s issued share capital, are set out in note 22. There is at present one hundred ordinary shares in issue, which are fully paid and have full voting rights with no restrictions.

Political and charitable donations

The Group has contributed £Nil (2024: £Nil) to UK political parties, and made charitable donations of £Nil (2024: £76,000).

Disclosure of information to the auditor

The director has taken steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information. The director confirms that there is no relevant information that he knows of and of which he knows the auditor is unaware.

Approved and authorised by the director on 19 December 2025
 

......................................... Mr A D Mehta Director

Nirvana Brands Holdings Ltd

Statement of Director's Responsibilities

The director acknowledges his responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

•	select suitable accounting policies and apply them consistently;

•	make judgements 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; and

•	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

Nirvana Brands Holdings Ltd

Independent Auditor's Report to the Members of Nirvana Brands Holdings Ltd

Opinion

We have audited the financial statements of Nirvana Brands Holdings Ltd (the 'parent company') and its subsidiaries (the ''Group) for the year ended 31 March 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, 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 the parent company's affairs as at 31 March 2025 and of the Group's loss for the year 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 auditor 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 UK, including the FRC’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 director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 auditor’s 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 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 matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

•	the information given in the Strategic Report and Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•	the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and the group and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Director's Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

Nirvana Brands Holdings Ltd

Independent Auditor's Report to the Members of Nirvana Brands Holdings Ltd (continued)

•	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 the director

As explained more fully in the Statement of Director's Responsibilities [set out on page 4], the director is 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 director determines 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 director 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 the director either intends to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud.

These included, but were not limited to compliance with Companies Act 2006 and accounting standards.

- We held discussions with management to understand the laws and regulations relevant to the company. These included elements of the significant laws and regulations relating to the industry, and financial reporting framework, in the UK;
- We held discussions with management to determine any known or suspected instances of non-compliance with laws and regulations or fraud identified by them;
- Testing the appropriateness of journal entries made through the year by applying specific criteria to detect possible irregularities and fraud;
- Performing a detailed review of the year-end adjusting entries and investigating any that appear unusual as to nature or amount and agreeing to supporting documentation;
- For significant and unusual transactions, particularly those occurring at or near year-end, obtaining evidence for the rationale of these transactions and the sources of financial resources supporting the transactions;
- Assessing the judgements made by management when making key accounting estimates and judgements, and challenging management on the appropriateness of these judgements;
- Reviewing minutes from meetings of those charges with governance to identify any instances of non-compliance with laws and regulations;
- Communicating relevant identified laws and regulations and potential fraud risks to all management team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion.

There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Nirvana Brands Holdings Ltd

Independent Auditor's Report to the Members of Nirvana Brands Holdings Ltd (continued)

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Rajinder Basra (Senior Statutory Auditor)
For and on behalf of Cameron & Associates Limited, Statutory Auditor
 The Hour House
32 High Street
Rickmansworth
Hertfordshire
WD3 1ER

19 December 2025

Nirvana Brands Holdings Ltd

Consolidated Profit and Loss Account for the Year Ended 31 March 2025

	Note	2025 £	2024 £
Turnover	3	61,727,724	71,218,451
Cost of sales		(52,877,607)	(60,557,198)
Gross profit		8,850,117	10,661,253
Administrative expenses		(6,874,160)	(7,813,052)
Other operating income	4	511,401	324,866
Operating profit	6	2,487,358	3,173,067
Loss from participating interests		(27,392)	(61,031)
Other interest receivable and similar income	7	56,239	4,395
Amounts written off investments		(3,477,442)	-
Interest payable and similar expenses	8	(182,585)	(20,671)
		(3,631,180)	(77,307)
(Loss)/profit before tax		(1,143,822)	3,095,760
Tax on (loss)/profit	12	(284,462)	(980,260)
(Loss)/profit for the financial year		(1,428,284)	2,115,500
Profit/(loss) attributable to:
Owners of the company		(1,428,284)	2,115,500

Nirvana Brands Holdings Ltd

Consolidated Statement of Comprehensive Income for the Year Ended 31 March 2025

	2025 £	2024 £
(Loss)/profit for the year	(1,428,284)	2,115,500
Foreign currency translation losses	(87,212)	(199,973)
Total comprehensive income for the year	(1,515,496)	1,915,527
Total comprehensive income attributable to:
Owners of the company	(1,515,496)	1,915,527

Nirvana Brands Holdings Ltd

(Registration number: 13550616)
Consolidated Balance Sheet as at 31 March 2025

	Note	2025 £	2024 £
Fixed assets
Intangible assets	13	7,035,362	8,964,389
Tangible assets	14	213,939	166,829
Investments	15	37,077	64,470
Other financial assets		-	79,815
		7,286,378	9,275,503
Current assets
Stocks	17	15,879,433	19,249,671
Debtors	18	10,615,707	13,237,559
Cash at bank and in hand		7,575,157	5,265,464
		34,070,297	37,752,694
Creditors: Amounts falling due within one year	19	(11,569,226)	(16,468,753)
Net current assets		22,501,071	21,283,941
Total assets less current liabilities		29,787,449	30,559,444
Creditors: Amounts falling due after more than one year	19	(7,386,150)	(6,377,250)
Provisions for liabilities	20	(2,004,587)	(2,269,986)
Net assets		20,396,712	21,912,208
Capital and reserves
Called up share capital	22	100	100
Foreign currency translation reserve		(62,936)	24,276
Profit and loss account		20,459,548	21,887,832
Shareholders' funds		20,396,712	21,912,208

Approved and authorised by the director on 19 December 2025
 

......................................... Mr A D Mehta Director

Nirvana Brands Holdings Ltd

(Registration number: 13550616)
Company Balance Sheet as at 31 March 2025

	Note	2025 £	2024 £
Fixed assets
Investments	15	101	101
Current assets
Cash at bank and in hand		238	100
Creditors: Amounts falling due within one year	19	(239)	(101)
Net current liabilities		(1)	(1)
Net assets		100	100
Capital and reserves
Called up share capital	22	100	100
Shareholders' funds		100	100

Approved and authorised by the director on 19 December 2025
 

......................................... Mr A D Mehta Director

Nirvana Brands Holdings Ltd

Consolidated Statement of Changes in Equity for the Year Ended 31 March 2025
Equity attributable to the parent company

	Share capital £	Foreign currency translation reserve £	Profit and loss account £	Total equity £
At 1 April 2024	100	24,276	21,887,832	21,912,208
Loss for the year	-	-	(1,428,284)	(1,428,284)
Other comprehensive income	-	(87,212)	-	(87,212)
Total comprehensive income	-	(87,212)	(1,428,284)	(1,515,496)
At 31 March 2025	100	(62,936)	20,459,548	20,396,712