ACCOUNTS - Final Accounts

Commitments under operating leases

At 30 April 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

Company registration number: 7118927

	FINANCIAL STATEMENTS
	FOR THE YEAR ENDED 30 APRIL 2025

	VALOREM CAPITAL ONE LIMITED


VALOREM CAPITAL ONE LIMITED REGISTERED NUMBER:7118927

STATEMENT OF FINANCIAL POSITION

AS AT 30 APRIL 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	5		77,063		68,493
Tangible assets	6		14,871		41,876
Investments	7		1		1
			91,935		110,370
Current assets
Stocks		4,214,343		2,024,169
Debtors: amounts falling due after more than one year	8	187,500		-
Debtors: amounts falling due within one year	8	3,758,056		3,207,782
Bank and cash balances		384,953		891,733
		8,544,852		6,123,684
Creditors: amounts falling due within one year	9	(3,851,334)		(2,208,934)
Net current assets			4,693,518		3,914,750
Total assets less current liabilities			4,785,453		4,025,120
Creditors: amounts falling due after more than one year	10		(109,340)		(232,874)
Provisions for liabilities
Other provisions	11	(144,000)		-
			(144,000)		-
Net assets			4,532,113		3,792,246

Capital and reserves
Called up share capital	2,626	2,626
Share premium account	271,111	271,111
Capital redemption reserve	2,535	2,535
Profit and loss account	4,255,841	3,515,974
	4,532,113	3,792,246

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VALOREM CAPITAL ONE LIMITED REGISTERED NUMBER:7118927

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 30 APRIL 2025

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 have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

D B Fisher

Director

Date: 24 April 2026

The notes on pages 3 to 13 form part of these financial statements.

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VALOREM CAPITAL ONE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

1.	General information

Valorem Capital One Limited is a private company limited by shares, incorporated in England & Wales under the Companies Act, registration number 7118927.

The address of the registered office is 4th Floor, 95 Gresham St, City of London, London EC2V 7AB

The address of the principal place of business is Unit 1, Quadrant Court, Crossways Business Park, Greenhithe, Kent, DA9 9AY.

The accounting period has changed from last year from 15 months to 12 months as the year end remains 30th April. Comparative amounts presented in the financial statements are not entirely comparable.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with 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 following principal accounting policies have been applied:

2.2

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

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VALOREM CAPITAL ONE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

2.Accounting policies (continued)

2.4

Revenue

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. Revenue is recognised when the Company has transferred the significant risks and rewards of ownership to the buyer.

2.5

Pensions

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.

2.6

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

2.7

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

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VALOREM CAPITAL ONE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

2.Accounting policies (continued)

2.8

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Income and Retained Earnings over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Goodwill	-	20	years
Trademarks	-	10	years
Other intangible fixed assets	-	3	years

2.9

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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.

The estimated useful lives range as follows:

Fixtures and fittings

3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.10

Stocks

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. Work in progress and finished goods include labour and attributable overheads.

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.

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VALOREM CAPITAL ONE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

2.Accounting policies (continued)

2.11

Financial instruments

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 outright 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.

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 does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

2.12

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Key source of estimation uncertainty

Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual income. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

Stock provisions

Stocks are reported on the statement of financial position at the lower of cost or net realisable value, with appropriate allowances made for obsolete and slow-moving items. The directors have applied their industry expertise, experience, and knowledge of historic trends of the business to determine the necessary provisions.

Bad debt provisions

In calculation of the year end bad debt provisions management have made the provision based on their knowledge of the Company's customers and the customer's ability to repay its debts.

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VALOREM CAPITAL ONE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

Employees

The average monthly number of employees, including directors, during the year was 33 (2024 - 33).

5.	Intangible assets

	Development expenditure	Trademarks	Goodwill	Total
	£	£	£	£
Cost
At 1 May 2024	294,756	17,484	172,160	484,400
Additions	34,930	-	-	34,930
At 30 April 2025	329,686	17,484	172,160	519,330
Amortisation
At 1 May 2024	277,155	17,484	121,268	415,907
Charge for the year on owned assets	17,752	-	8,608	26,360
At 30 April 2025	294,907	17,484	129,876	442,267
Net book value
At 30 April 2025	34,779	-	42,284	77,063
At 30 April 2024	17,601	-	50,892	68,493

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VALOREM CAPITAL ONE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

6.	Tangible fixed assets

		Fixtures and fittings
		£
	Cost or valuation
	At 1 May 2024	250,849
	Additions	2,770
	At 30 April 2025	253,619
	Depreciation
	At 1 May 2024	208,973
	Charge for the year on owned assets	29,775
	At 30 April 2025	238,748
	Net book value
	At 30 April 2025	14,871
	At 30 April 2024	41,876

7.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 May 2024	49,001
	At 30 April 2025	49,001
	Impairment
	At 1 May 2024	49,000
	At 30 April 2025	49,000
	Net book value
	At 30 April 2025	1
	At 30 April 2024	1

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VALOREM CAPITAL ONE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

8.	Debtors
		2025	2024
		£	£

Due after more than one year
Other debtors	187,500	-
	187,500	-

					2025	2024
					£	£

Due within one year
Trade debtors	866,598	537,188
Amounts owed by group undertakings	2,620,369	1,789,404
Other debtors	86,348	690,750
Prepayments and accrued income	27,403	33,102
Tax recoverable	157,338	157,338
	3,758,056	3,207,782

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VALOREM CAPITAL ONE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

9.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Bank loans	51,705	165,786
Other loans	296,048	-
Trade creditors	768,981	606,066
Amounts owed to group undertakings	706,692	988,423
Other taxation and social security	53,661	47,401
Other creditors	1,548,489	59,572
Accruals and deferred income	425,758	236,279
Financial instruments	-	105,407
	3,851,334	2,208,934

The following liabilities were secured:
	2025	2024
	£	£


Bank loans	-	120,000
Other creditors	1,476,835	-
	1,476,835	120,000

Details of security provided:

Bank loans were secured on a fixed and floating charge over the assets of the Company and a personal guarantee given by a former director.

The director's loan account included within other creditors is secured by way of a fixed and floating charge over the assets of the Company. The director's loan account is further secured by way of a fixed and floating charge over the assets of the parent company, Valorem Holdings Limited.

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VALOREM CAPITAL ONE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

10.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

Bank loans	45,777	232,874
Accruals and deferred income	63,563	-
	109,340	232,874

The following liabilities were secured:
	2025	2024
	£	£


Bank loans	-	130,000
	-	130,000

Details of security provided:

Bank loans were secured on a fixed and floating charge over the assets of the Company and a personal guarantee given by a former director.

11.	Provisions

		Dilapidations provision
		£

	Transferred from fellow subsidiary	144,000
	At 30 April 2025	144,000

12.	Contingent liabilities

The Company has provided a guarantee of $306,000 (2024 - $306,000) in respect of sale or return goods supplied to a customer.

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VALOREM CAPITAL ONE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

Not later than 1 year	337,590	-
Later than 1 year and not later than 5 years	1,350,358	-
Later than 5 years	1,396,308	-
	3,084,256	-

14.

Related party transactions

Included in other creditors is an amount due to a director of £1,476,835 (2024 - £NIL). The director's loan account is secured by way of a fixed and floating charge over the assets of the Company. The director's loan account is further secured by way of a fixed and floating charge over the assets of the parent company, Valorem Holdings Limited.

At the date of approval of these accounts, the current directors are unable to confirm whether any additional related party transactions occurred during the prior reporting period that may require disclosure involving the former director, David Crisp, either directly or indirectly through any person or entity connected to David Crisp who meet the definition of a related party under Section 33 of FRS 102.

15.	Post balance sheet events

On 12 September 2025 the Company, Valorem Holdings Limited and David Garofalo entered into a tripartite debt-to-equity conversion agreement. Under the terms of this agreement, £1.05m of the director’s loan balance owed by the Company to David Garofalo was transferred to Valorem Holdings Limited, and Valorem Holdings Limited issued shares of an equivalent value to David Garofalo. An open offer to participate on the same terms and pricing basis was extended to all eligible shareholders; however, no other shareholder elected to take up their rights.

On 1 December 2025, as part of a group reorganisation, a share-for-share acquisition was completed between Valorem Holdings Limited (the Company’s direct parent) and Brand Portfolio Partners Holding Ltd (DIFC registration no. 11470), resulting in Brand Portfolio Partners Holding Ltd becoming the Company’s ultimate parent undertaking.

None of the above events is considered adjusting events.

16.	Controlling party

The parent undertaking is Valorem Holdings Limited, a company registered in England and Wales. The registered office of Valorem Holdings Limited is 4th Floor, 95 Gresham Street, London, EC2V 7AB. The smallest and largest consolidation to which the Company is included is of Valorem Holdings Limited, these can be found on Companies House.

As of 1 December 2025 the ultimate parent undertaking is Brand Portfolio Partners Holding Ltd, a company incorporated in Dubai.

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VALOREM CAPITAL ONE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

17.	Auditor's information

The auditor's report on the financial statements for the year ended 30 April 2025 was qualified.

The qualification in the audit report was as follows:

In the prior reporting period, the corresponding figures were unaudited, and thus we were unable to satisfy ourselves concerning the inventory quantities held at 31 January 2023 which were included in the balance sheet at £1,762,131. Consequently we were unable to determine whether there was any consequential effect on the cost of sales for the period ended 30 April 2024.

Additionally, arising from the matters disclosed in Note 14, we were unable to obtain sufficient appropriate audit evidence about whether related party relationships and transactions have been appropriately identified, accounted for and disclosed in the prior reporting period of the financial statements in accordance with Section 33 of FRS 102.

Our audit opinion on the financial statements for the period ended 30 April 2024 was modified accordingly in respect of the above matters. Our opinion on the current period’s financial statements is also modified because of the possible effect of these matters on the comparability of the current period’s figures and the corresponding figures.

The audit report was signed on 27 April 2026 by Andrew Wooding FCA (Senior Statutory Auditor) on behalf of Menzies LLP.

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