ACCOUNTS - Final Accounts

Hire purchase and finance leases

Minimum lease payments under hire purchase fall due as follows:

Company registration number: 11492744

	FINANCIAL STATEMENTS
	FOR THE YEAR ENDED 30 APRIL 2025

	VALOREM DISTRIBUTION LIMITED


VALOREM DISTRIBUTION LIMITED REGISTERED NUMBER:11492744

STATEMENT OF FINANCIAL POSITION

AS AT 30 APRIL 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	4		142,874		171,580
Investments	5		1		1
			142,875		171,581
Current assets
Stocks		-		371,411
Debtors: amounts falling due within one year	6	645,024		995,130
Cash at bank and in hand		15,514		25,959
		660,538		1,392,500
Creditors: amounts falling due within one year	7	(1,421,591)		(1,610,786)
Net current liabilities			(761,053)		(218,286)
Total assets less current liabilities			(618,178)		(46,705)
Creditors: amounts falling due after more than one year	8		(13,837)		(18,803)
Provisions for liabilities
Other provisions	10	-		(144,000)
			-		(144,000)
Net liabilities			(632,015)		(209,508)

Capital and reserves
Called up share capital	1	1
Profit and loss account	(632,016)	(209,509)
	(632,015)	(209,508)

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 on 23 April 2026.

D B Fisher

Director

The notes on pages 2 to 8 form part of these financial statements.

Page 1


VALOREM DISTRIBUTION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

1.	General information

Valorem Distribution Limited is a private company limited by shares, incorporated in England & Wales under the Companies Act 2006, registration number 11492744.
The address of the registered office 4th Floor, 95 Gresham Street, 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 30 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

Going concern

The financial statements have been prepared on a going concern basis on the assumption that the Company will continue to trade in the foreseeable future. The Company directors having made appropriate enquiries consider that adequate resources exist for the Company to continue in operational existence for the foreseeable future. The Company has received confirmation from its parent company of continued support to meet its liabilities as they fall due. Therefore, the directors are of the opinion that it is appropriate to adopt the going concern basis in preparing the financial statements.

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 DISTRIBUTION 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.

2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.7

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.

2.8

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.

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.

Depreciation is provided on the following basis:

				Plant and machinery	-	33%
				Fixtures and fittings	-	33%

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.

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VALOREM DISTRIBUTION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

2.Accounting policies (continued)

2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.11

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.

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.

2.13

Financial instruments

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.

Employees

The average monthly number of employees, including directors, during the year was 27 (2024 - 26).

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VALOREM DISTRIBUTION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

4.	Tangible fixed assets

	Plant and machinery	Fixtures and fittings	Total
	£	£	£
Cost or valuation
At 1 May 2024	152,959	220,174	373,133
Additions	65,037	26,649	91,686
Disposals	(22,630)	-	(22,630)
At 30 April 2025	195,366	246,823	442,189
Depreciation
At 1 May 2024	68,898	132,655	201,553
Charge for the year on owned assets	47,327	63,281	110,608
Disposals	(12,846)	-	(12,846)
At 30 April 2025	103,379	195,936	299,315
Net book value
At 30 April 2025	91,987	50,887	142,874
At 30 April 2024	84,061	87,519	171,580

5.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 May 2024	1
	At 30 April 2025	1

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VALOREM DISTRIBUTION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

Debtors

					2025	2024
					£	£


Trade debtors	73,327	477,593
Amounts owed by group undertakings	436,050	150,369
Other debtors	-	12,254
Prepayments and accrued income	135,647	354,914
	645,024	995,130

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

Trade creditors	176,035	404,434
Amounts owed to group undertakings	1,100,355	813,161
Other taxation and social security	47,696	34,698
Obligations under finance lease and hire purchase contracts	3,519	3,182
Other creditors	2,542	3,094
Accruals and deferred income	91,444	352,217
	1,421,591	1,610,786

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

Net obligations under finance leases and hire purchase contracts	13,837	18,803
	13,837	18,803

Within one year	3,519	3,182
Between 1-5 years	13,837	18,803
	17,356	21,985

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VALOREM DISTRIBUTION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

10.	Provisions

		Dilapidations provision
		£

	At 1 May 2024	144,000
	Utilised in year	(144,000)
	At 30 April 2025	-

	Not later than 1 year	-	132,977
		-	132,977

12.

Related party transactions

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.

13.	Post balance sheet events

On 1 December 2025 a 100% share for share offer was executed between Valorem Holdings Limited, the Company’s direct owner and Brand Portfolio Partners Holding Ltd (DIFC registration no. 11470). As a consequence Brand Portfolio Partners Holding Ltd became the ultimate parent of the company.
The above is not considered to be an adjusting event.

14.	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.

Page 7


VALOREM DISTRIBUTION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

15.	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 £343,593. 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 12, 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 23 April 2026 by Andrew Wooding FCA (Senior Statutory Auditor) on behalf of Menzies LLP.

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