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Registration number: 10192531

Albert Roger Holdings Limited
Annual Report and Consolidated Financial Statements
for the Period from 1 January 2024 to 30 June 2025

Albert Roger Holdings Limited

Contents

Company Information | 1
Strategic Report | 2 to 3
Directors' Report | 4 to 5
Statement of Directors' Responsibilities | 6
Independent Auditor's Report | 7 to 10
Consolidated Profit and Loss Account | 11
Consolidated Statement of Comprehensive Income | 12
Consolidated Balance Sheet | 13 to 14
Balance Sheet | 15
Consolidated Statement of Changes in Equity | 16
Statement of Changes in Equity | 17
Consolidated Statement of Cash Flows | 18 to 19
Statement of Cash Flows | 20
Notes to the Financial Statements | 21 to 52

Albert Roger Holdings Limited

Company Information

Directors | Mr Joan Albert Roger Jara Mr Per Levin

Registered office | 22 St John Street Newport Pagnell Buckinghamshire MK16 8HJ

Auditors | Michael J Emery & Co Limited 22 St. John Street Newport Pagnell Buckinghamshire MK16 8HJ

Albert Roger Holdings Limited

Strategic Report for the period from 1 January 2024 to 30 June 2025

The directors present their strategic report for the period from 1 January 2024 to 30 June 2025.

Principal activity

The principal activity of the group is that of wholesale distribution of beauty and personal care products across key European markets.

Fair review of the business

The consolidated financial statements for the period provide a fair, balanced and comprehensive overview of the Group’s financial performance and position.
The Group delivered a step change in scale during the period, with turnover increasing from £10,872,275 in the prior period to £22,661,930. This performance reflects strong execution against the Group’s growth strategy, including the expansion of its brand portfolio, the deepening of relationships with key retail partners, and continued penetration of core European markets. When assessing performance, it should be noted that the current and comparative periods are not of equal duration, which contributes in part to the scale of the increase observed.
Gross profit increased significantly to £9,181,378 (2023: £4,757,066), driven by higher sales volumes. The underlying trading trajectory demonstrates substantial operational progress. Gross margins reduced modestly as a result of a deliberate and commercially attractive shift in product mix towards the faster-growing mass market personal care segment.
Administrative expenses increased in line with the Group’s scale and reflect a deliberate strategy to invest ahead of growth. This includes building a more robust organisational structure, strengthening commercial and operational capabilities, and investing in systems to support a significantly larger business. As a result, operating profit increased to £2,318,692 (2023: £1,639,669), highlighting the scalability of the underlying model.
During the period, the Group successfully completed its first external equity raise, complemented by long-term unsecured funding from new shareholders. This represents an important milestone in the Group’s evolution, providing a stable capital base to support continued expansion.
Interest payable and similar expenses increased materially during the period, reflecting the financing required to support accelerated growth, particularly in inventory to service new brands and large retail accounts. As a result, profit before tax decreased to £838,717 (2023: £1,175,755), and profit after tax attributable to shareholders amounted to £585,097 (2023: £829,879).
While short-term profitability has been impacted, this reflects a business that is scaling rapidly and investing with discipline in long-term value creation. The Group has strengthened its competitive positioning through the acquisition of high-quality brands, expansion into attractive segments, and the onboarding of large, strategically important retail customers.
Overall, the period represents a pivotal phase in the Group’s development, characterised by strong revenue growth, increasing market relevance, and the establishment of a platform capable of supporting further scalable expansion.
The Group achieved revenue growth of approximately 108%, reflecting strong commercial momentum and successful execution of its expansion strategy.

Albert Roger Holdings Limited

Strategic Report for the period from 1 January 2024 to 30 June 2025

The reduction in gross margin (approximately 300 basis points) is attributable to a strategic evolution in product mix towards the high-growth mass market personal care segment, which is expected to contribute meaningfully to future scale.
Operating and net profit margins declined primarily due to increased investment in organisational capacity and higher financing costs associated with supporting rapid growth. These factors are consistent with a business transitioning to a larger scale and are expected to normalise as the group continues to mature.

The group's key financial and other performance indicators during the period were as follows (note that the 2025 KPIs are based on an 18-month period, and the 2023 KPIs are based on a period of 12 months):

Financial KPIs | Unit | 2025 | 2023
Revenue growth | % | 108 | -
Gross profit margin | % | 41 | 44
Operating profit margin | % | 10 | 15
Net profit margin (after tax) | % | 3 | 8

Principal risks and uncertainties

The Group operates within the mass-market beauty and personal care sector, which has historically demonstrated resilience and consistent consumer demand.
A key risk relates to changes in consumer behaviour and evolving brand relevance. This is mitigated through the active management and continuous expansion of a diversified portfolio of attractive and complementary brands.

Approved and authorised by the Board on 29 April 2026 and signed on its behalf by:

......................................... Mr Joan Albert Roger Jara Director
......................................... Mr Per Levin Director

Albert Roger Holdings Limited

Directors' Report for the Period from 1 January 2024 to 30 June 2025

The directors present their report and the for the period from 1 January 2024 to 30 June 2025.

Directors of the group

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

Mr Joan Albert Roger Jara

Mr Per Levin (appointed 1 February 2025)

Dividends

The directors do not propose any final dividends for the period.

Financial instruments

Objectives and policies

The Group is exposed to a range of financial risks, including credit risk, liquidity risk, interest rate risk, and price risk. Its risk management framework is designed to minimise adverse impacts on financial performance while supporting continued growth.

Price risk, credit risk, liquidity risk and cash flow risk

Credit risk arises from exposure to a broad customer base. This is managed through disciplined credit control procedures, ongoing assessment of customer creditworthiness, a diversified portfolio of large and established retail customers, and the use of credit insurance to protect against potential losses.
Liquidity risk is inherent in a high-growth business, particularly due to the working capital requirements associated with inventory expansion. This is mitigated through careful cash flow management, maintaining sufficient financial resources, and access to external equity funding supported by long-term shareholders.
Interest rate risk arises from borrowings used to finance expansion. The directors monitor market conditions and manage financing structures accordingly.
Price risk is managed through strong supplier relationships, cost discipline, and appropriate pricing strategies.
As the Group scales, operational risks increase. These are addressed through ongoing investment in systems, processes, and experienced personnel, ensuring the organisation evolves in line with its growing scale and complexity. The directors maintain active oversight of all risks and regularly review policies to ensure they remain appropriate for the scale and complexity of the business, while continuing to strengthen the Group’s control environment.

Albert Roger Holdings Limited

Directors' Report for the Period from 1 January 2024 to 30 June 2025

Future developments

The directors believe the Group is entering a phase of sustained and scalable growth, supported by the successful execution of its strategy to date and the strength of its commercial platform. The continued expansion of the Group’s brand portfolio, particularly through long-term exclusive distribution agreements with high-quality and internationally recognised brands, is expected to further enhance its market positioning and relevance with key retail partners.
The Group is increasingly regarded as a strategic distribution partner by leading retailers across Europe, and this positioning is expected to drive deeper and more integrated commercial relationships over time. At the same time, further customer and geographical expansion within core European markets presents a significant opportunity to leverage existing infrastructure and capabilities, enabling efficient and capital-effective growth.
Ongoing investment in systems, working capital, and organisational capability will support this trajectory, ensuring that the Group can scale in a controlled and disciplined manner. As the business continues to grow, the directors expect increasing operational leverage and improved efficiency to support a progressive strengthening of profitability.
Taken together, these factors position the Group strongly for continued expansion, with a clear pathway to building a larger, more diversified, and increasingly valuable platform within the European beauty and personal care distribution market.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved and authorised by the Board on 29 April 2026 and signed on its behalf by:

......................................... Mr Joan Albert Roger Jara Director
......................................... Mr Per Levin Director

Albert Roger Holdings Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are 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 directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Albert Roger Holdings Limited

Independent Auditor's Report to the Members of Albert Roger Holdings Limited

Opinion

We have audited the financial statements of Albert Roger Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 1 January 2024 to 30 June 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, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 30 June 2025 and of the group's profit for the period then 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.

Key audit matters

We draw to your attention the fact that the corresponding figures for the year ended 31 December 2023 are unaudited.

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.

Albert Roger Holdings Limited

Independent Auditor's Report to the Members of Albert Roger Holdings Limited

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 Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' 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 its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' 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:

• | 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 directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 6], the directors are 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 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, the directors are 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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Albert Roger Holdings Limited

Independent Auditor's Report to the Members of Albert Roger Holdings Limited

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:

Material misstatements arising from irregularities, including fraud, can be difficult to detect by their very nature.
As part of the audit planning process the engagement team specifically discussed the risk of material misstatement arising from irregularities, including fraud. This involved a review of the industry and geographical territories in which the entity operates, as well as discussions with the entity's management, in order to gain an understanding of the laws and regulations that are relevant to the entity.
Our review concluded that the entity is not subject to any industry specific laws or regulations that might create an inherently higher risk of fraud. Work was carried out to identify evidence of any non-compliance with other laws and regulations including discussions with management, a review of correspondence and invoices from solicitors, and internet based searches. No evidence of non-compliance was identified. Written representations were also obtained from the entity's management confirming that they have no knowledge of any non-compliance with applicable laws and regulations.
The engagement team have also undertaken a detailed review of the entity's internal control environment to assess its overall susceptibility to fraud. The overall risk of misstatement due to fraud was assessed as low.
We have used specialist audit software to carry out Substantive Audit Data Analytics (SADA) at a moderate level. This facilitates data driven analysis on a significant scale and supports the engagement team in identifying patterns, anomalies, and trends in the underlying data that may be indicative of irregularities including fraud, and to plan appropriate procedures to respond to any risks identified.
The engagement team have also carried out extensive testing of journal entries and accounting estimates across the group entities. No material instances of management override or bias were identified.
The engagement team comprises individuals with considerable audit experience. They are considered to have the requisite technical skills and entity specific knowledge to facilitate detection of material misstatements arising due to irregularities including fraud. In accordance with ISAs (UK), the engagement team exercise professional judgment and maintain professional skepticism throughout the audit.

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.

Albert Roger Holdings Limited

Independent Auditor's Report to the Members of Albert Roger Holdings Limited

Use of our report

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.

......................................
Michael Emery ACA (Senior Statutory Auditor)
For and on behalf of Michael J Emery & Co Limited, Statutory Auditor
22 St. John Street
Newport Pagnell
Buckinghamshire
MK16 8HJ

29 April 2026

Albert Roger Holdings Limited

Consolidated Profit and Loss Account for the Period from 1 January 2024 to 30 June 2025

| Note | 2025 £ | 2023 £
Turnover | 3 | 22,661,930 | 10,872,275
Cost of sales |  | (13,480,552) | (6,115,209)
Gross profit |  | 9,181,378 | 4,757,066
Administrative expenses |  | (6,866,788) | (3,125,312)
Other operating income | 4 | 4,102 | 7,915
Operating profit | 6 | 2,318,692 | 1,639,669
Interest payable and similar expenses | 7 | (1,479,975) | (463,914)
Profit before tax |  | 838,717 | 1,175,755
Tax on profit | 11 | (253,620) | (345,876)
Profit for the financial period |  | 585,097 | 829,879
Profit/(loss) attributable to: |  |  |
Owners of the company |  | 585,097 | 829,879

Albert Roger Holdings Limited

Consolidated Statement of Comprehensive Income for the Period from 1 January 2024 to 30 June 2025

| 2025 £ | 2023 £
Profit for the period | 585,097 | 829,879
Foreign currency translation gains/(losses) | (25,911) | -
Total comprehensive income for the period | 559,186 | 829,879
Total comprehensive income attributable to: |  |
Owners of the company | 559,186 | 829,879

Albert Roger Holdings Limited

(Registration number: 10192531)
Consolidated Balance Sheet as at 30 June 2025

| Note | 2025 £ | 2023 £
Fixed assets |  |  |
Intangible assets | 12 | 1,465,416 | 1,131,834
Tangible assets | 13 | 1,770,314 | 1,369,739
Investments | 14 | 101 | 72,450
Other financial assets | 16 | 1,391 | 1,391
|  | 3,237,222 | 2,575,414
Current assets |  |  |
Stocks | 17 | 4,036,251 | 1,661,616
Debtors | 18 | 3,408,935 | 1,979,100
Cash at bank and in hand |  | 477,351 | 753,267
|  | 7,922,537 | 4,393,983
Creditors: Amounts falling due within one year | 20 | (6,173,757) | (3,940,255)
Net current assets |  | 1,748,780 | 453,728
Total assets less current liabilities |  | 4,986,002 | 3,029,142
Creditors: Amounts falling due after more than one year | 20 | (1,569,623) | (307,557)
Provisions for liabilities | 21 | (287,395) | (228,208)
Net assets |  | 3,128,984 | 2,493,377
Capital and reserves |  |  |
Called up share capital | 23 | 1,407,940 | 1,320,062
Share premium reserve |  | 803,543 | -
Retained earnings |  | 917,501 | 1,173,315
Equity attributable to owners of the company |  | 3,128,984 | 2,493,377
Shareholders' funds |  | 3,128,984 | 2,493,377

Approved and authorised by the Board on 29 April 2026 and signed on its behalf by:

Albert Roger Holdings Limited

(Registration number: 10192531)
Consolidated Balance Sheet as at 30 June 2025

......................................... Mr Joan Albert Roger Jara Director
......................................... Mr Per Levin Director

Albert Roger Holdings Limited

(Registration number: 10192531)
Balance Sheet as at 30 June 2025

| Note | 2025 £ | 2023 £
Fixed assets |  |  |
Intangible assets | 12 | 19,525 | 39,060
Tangible assets | 13 | 19,719 | 18,683
Investments | 14 | 400,001 | 472,350
|  | 439,245 | 530,093
Current assets |  |  |
Debtors | 18 | 1,569,710 | 930,849
Cash at bank and in hand |  | 306,113 | 67,021
|  | 1,875,823 | 997,870
Creditors: Amounts falling due within one year | 20 | (119,285) | (42,567)
Net current assets |  | 1,756,538 | 955,303
Total assets less current liabilities |  | 2,195,783 | 1,485,396
Provisions for liabilities | 21 | (4,929) | -
Net assets |  | 2,190,854 | 1,485,396
Capital and reserves |  |  |
Called up share capital | 23 | 1,407,940 | 1,320,062
Share premium reserve |  | 803,543 | -
Retained earnings |  | (20,629) | 165,334
Shareholders' funds |  | 2,190,854 | 1,485,396

The company made a profit after tax for the financial period of £629,037 (2023 - profit of £516,875).

Approved and authorised by the Board on 29 April 2026 and signed on its behalf by:

......................................... Mr Joan Albert Roger Jara Director
......................................... Mr Per Levin Director

Albert Roger Holdings Limited

Consolidated Statement of Changes in Equity for the Period from 1 January 2024 to 30 June 2025
Equity attributable to the parent company

| Share capital £ | Share premium £ | Retained earnings £ | Total £ | Total equity £
At 1 January 2024 | 1,320,062 | - | 1,173,315 | 2,493,377 | 2,493,377
Profit for the period | - | - | 585,097 | 585,097 | 585,097
Foreign currency translation gains/(losses) | - | - | (25,911) | (25,911) | (25,911)
Total comprehensive income | - | - | 559,186 | 559,186 | 559,186
Dividends | - | - | (815,000) | (815,000) | (815,000)
New share capital subscribed | 87,878 | 803,543 | - | 891,421 | 891,421
At 30 June 2025 | 1,407,940 | 803,543 | 917,501 | 3,128,984 | 3,128,984

| Share capital £ | Retained earnings £ | Total £ | Total equity £
At 1 January 2023 | 1,320,062 | 700,436 | 2,020,498 | 2,020,498
Profit for the period | - | 829,879 | 829,879 | 829,879
Dividends | - | (357,000) | (357,000) | (357,000)
At 31 December 2023 | 1,320,062 | 1,173,315 | 2,493,377 | 2,493,377

Albert Roger Holdings Limited

Statement of Changes in Equity for the Period from 1 January 2024 to 30 June 2025

| Share capital £ | Share premium £ | Retained earnings £ | Total £
At 1 January 2024 | 1,320,062 | - | 165,334 | 1,485,396
Profit for the period | - | - | 629,037 | 629,037
Dividends | - | - | (815,000) | (815,000)
New share capital subscribed | 87,878 | 803,543 | - | 891,421
At 30 June 2025 | 1,407,940 | 803,543 | (20,629) | 2,190,854

| Share capital £ | Retained earnings £ | Total £
At 1 January 2023 | 1,320,062 | 5,459 | 1,325,521
Profit for the period | - | 516,875 | 516,875
Dividends | - | (357,000) | (357,000)
At 31 December 2023 | 1,320,062 | 165,334 | 1,485,396

Albert Roger Holdings Limited

Consolidated Statement of Cash Flows for the Period from 1 January 2024 to 30 June 2025

| Note | 2025 £ | 2023 £
Cash flows from operating activities
Profit for the period |  | 585,097 | 829,879
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 6 | 818,058 | 484,534
Profit from disposals of investments | 5 | (30,156) | -
Finance income |  | (1,149) | (772)
Finance costs |  | 1,503,488 | 463,914
Income tax expense | 11 | 253,620 | 345,876
Unrealised foreign exchange gains/losses |  | 17,166 | -
|  | 3,146,124 | 2,123,431
Working capital adjustments |  |  |
Increase in stocks | 17 | (2,211,132) | (100,077)
(Increase)/decrease in trade debtors | 18 | (1,714,817) | 2,585,959
Increase/(decrease) in trade creditors | 20 | 1,080,594 | (3,455,873)
Cash generated from operations |  | 300,769 | 1,153,440
Income taxes paid | 11 | (339,262) | (215,565)
Net cash flow from operating activities |  | (38,493) | 937,875
Cash flows from investing activities |  |  |
Interest received |  | 1,149 | 772
Cash obtained on acquisition of subsidiaries (net of consideration paid) | 14 | 160,680 | -
Acquisitions of tangible assets |  | (896,691) | (536,275)
Proceeds from disposal of investments in joint ventures and associates |  | 42,593 | -
Net cash flows from investing activities |  | (692,269) | (535,503)

Albert Roger Holdings Limited

Consolidated Statement of Cash Flows for the Period from 1 January 2024 to 30 June 2025

| Note | 2025 £ | 2023 £
Cash flows from financing activities |  |  |
Interest paid |  | (1,503,488) | (463,914)
Proceeds from issue of ordinary shares, net of issue costs |  | 891,421 | -
Amounts advanced to directors |  | (6,218) | (58,997)
Proceeds from bank borrowing draw downs |  | 1,585,106 | -
Repayment of bank borrowing |  | (394,825) | (201,209)
Payments to finance lease creditors |  | (42,357) | (20,748)
Proceeds from invoice factoring arrangements |  | 657,515 | -
Dividends paid |  | (815,000) | (357,000)
Net cash flows from financing activities |  | 372,154 | (1,101,868)
Net decrease in cash and cash equivalents |  | (358,608) | (699,496)
Cash and cash equivalents at 1 January |  | 753,267 | 1,454,584
Effect of exchange rate fluctuations on cash held |  | (4,872) | (1,821)
Cash and cash equivalents at 30 June |  | 389,787 | 753,267

Albert Roger Holdings Limited

Statement of Cash Flows for the Period from 1 January 2024 to 30 June 2025

| Note | 2025 £ | 2023 £
Cash flows from operating activities
Profit for the period |  | 629,037 | 516,875
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 6 | 22,650 | 15,100
Profit from disposals of investments | 5 | (30,156) | -
Investment income |  | (561,149) | (480,772)
Finance costs |  | 464 | -
Income tax expense | 11 | 37,132 | 11,417
|  | 97,978 | 62,620
Working capital adjustments |  |  |
Increase in trade debtors | 18 | (7,600) | -
Increase in trade creditors | 20 | 30,098 | 9,949
Cash generated from operations |  | 120,476 | 72,569
Income taxes paid | 11 | (11,418) | (1,440)
Net cash flow from operating activities |  | 109,058 | 71,129
Cash flows from investing activities |  |  |
Interest received |  | 1,149 | 772
Acquisitions of tangible assets |  | (4,152) | (20,758)
Cash receipts from repayment of loans to subsidiaries and associates |  | 17,972 | -
Advances of loans to subsidiaries and associates |  | (514,674) | (139,411)
Dividend income |  | 560,000 | 480,000
Net cash flows from investing activities |  | 60,295 | 320,603
Cash flows from financing activities |  |  |
Interest paid |  | (464) | -
Proceeds from issue of ordinary shares, net of issue costs |  | 891,421 | -
Amounts advanced to directors |  | (6,218) | (58,997)
Dividends paid |  | (815,000) | (357,000)
Net cash flows from financing activities |  | 69,739 | (415,997)
Net increase/(decrease) in cash and cash equivalents |  | 239,092 | (24,265)
Cash and cash equivalents at 1 January |  | 67,021 | 91,286
Cash and cash equivalents at 30 June |  | 306,113 | 67,021

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

1 | General information

The company is a private company limited by share capital, incorporated in England and Wales, 10192531.

The address of its registered office is:
22 St John Street
Newport Pagnell
Buckinghamshire
MK16 8HJ
United Kingdom

These financial statements were authorised for issue by the Board on 29 April 2026.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

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

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 June 2025.

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Disclosure of long or short period

The current reporting period presented in these financial statements is 18 months, reflecting an extension of the company's period end from 31 December 2024 to 30 June 2025. The preceding reporting period (2023) shown in these financial statements is for 12 months, so the comparative amounts presented in these financial statements (and the related notes) are not entirely comparable.

Going concern

The financial statements have been prepared on a going concern basis in accordance with the directors' assessment of the business. In the view of the directors there are no material uncertainties regarding the group's ability to continue trading for the foreseeable future. The directors have made their assessment on the basis of a period of at least 12 months from the date that the financial statements are approved.

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

Judgements and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported as income and expenditure during the period. However, the nature of estimation means that actual outcomes could differ from those estimates. The directors have considered the key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, and have concluded that there are no significant risks of material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
There were foreign currency losses of £25,911 (2023: £Nil) on translation of the foreign entities financial statements for consolidation of the group accounts. These losses have been recognised within other comprehensive income.

Tax

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

The current 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 group operates and generates taxable income.

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Plant and machinery | At varying rates on cost
Office equipment | 25% on cost
Furniture and fittings | 10% on cost
Leasehold improvements | 20% on cost
Motor vehicles | 10% on cost

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

Asset class | Amortisation method and rate
Goodwill | 10 years
Other intangible assets | 10 years

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Provisions

Deferred tax liabilities are presented within provisions and are measured in accordance with the Group’s accounting policy on taxation.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

3 | Turnover

The analysis of the group's Turnover for the period from continuing operations is as follows:

| 2025 £ | 2023 £
Sale of goods | 22,661,930 | 10,872,275

The analysis of the group's Turnover for the period by market is as follows:

| 2025 £ | 2023 £
UK | 4,703,528 | 1,793,925
Europe | 17,958,402 | 9,078,350
| 22,661,930 | 10,872,275

4 | Other operating income

The analysis of the group's other operating income for the period is as follows:

| 2025 £ | 2023 £
Insurance proceeds | 4,102 | 7,915

5 | Other gains and losses

The analysis of the group's other gains and losses for the period is as follows:

| 2025 £ | 2023 £
Gain from disposals of investments | 30,156 | -

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

6 | Operating profit

Arrived at after charging/(crediting)

| 2025 £ | 2023 £
Depreciation expense | 626,653 | 352,998
Amortisation expense | 191,405 | 131,536
Operating lease expense - property | 308,134 | 142,007
Operating lease expense - plant and machinery | 111,357 | 40,713

7 | Interest payable and similar expenses

| 2025 £ | 2023 £
Interest on bank overdrafts, borrowings, and other credit facilities | 1,503,488 | 463,914
Foreign exchange losses | (23,513) | -
| 1,479,975 | 463,914

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

8 | Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

| 2025 £ | 2023 £
Wages and salaries | 2,815,161 | 1,139,037
Social security costs | 419,344 | 176,524
Pension costs, defined contribution scheme | 31,190 | 14,498
Other employee expense | 7,146 | -
| 3,272,841 | 1,330,059

The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:

| 2025 No. | 2023 No.
Administration and support | 13 | 9
Sales | 7 | 4
Marketing | 13 | 7
Distribution | 10 | 8
| 43 | 28

9 | Directors' remuneration

The directors' remuneration for the period was as follows:

| 2025 £ | 2023 £
Remuneration | 40,369 | 21,624
Sums paid to third parties for directors' services | 35,430 | -
| 75,799 | 21,624

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

10 | Auditors' remuneration

| 2025 £ | 2023 £
Audit of these financial statements | 25,000 | -
Other fees to auditors |  |
Audit-related assurance services | 8,440 | 9,125
Taxation compliance services | 4,795 | 2,030
All other tax advisory services | 2,798 | 2,250
All other assurance services | 27,905 | 20,380
| 43,938 | 33,785

11 | Taxation

Tax charged/(credited) in the consolidated profit and loss account

| 2025 £ | 2023 £
Current taxation |  |
UK corporation tax | 194,433 | 240,218
Deferred taxation |  |
Arising from origination and reversal of timing differences | 59,187 | 105,658
Tax expense in the income statement | 253,620 | 345,876

The tax on profit before tax for the period is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of 25% (2023 - 23.5%).
The differences are reconciled below:

| 2025 £ | 2023 £
Profit before tax | 838,717 | 1,175,755
Corporation tax at standard rate | 209,679 | 276,302

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

| 2025 £ | 2023 £
Tax decrease from effect of capital allowances and depreciation | (21,908) | (67,322)
Effect of expense not deductible in determining taxable profit (tax loss) | 7,984 | 33,459
Effect of tax losses | (28,560) | (664)
Tax increase from effect of unrelieved tax losses carried forward | - | 2,554
Effect of foreign tax rates | (19,775) | (4,111)
Deferred tax expense from unrecognised temporary difference from a prior period | 59,187 | 105,658
Tax increase from effect of unrelieved loss on foreign subsidiaries | 3,193 | -
Further item of tax increase | 43,820 | -
Total tax charge | 253,620 | 345,876

Deferred tax

Group

Deferred tax assets and liabilities

2025 | Asset £ | Liability £
Accelerated capital allowances | - | 287,395
| - | 287,395

2023 | Asset £ | Liability £
Accelerated capital allowances | - | 228,208
| - | 228,208

The amount of the net reversal of deferred tax assets and deferred tax liabilities expected to occur during the year beginning after the reporting period is £120,000 (2023 - £94,000). The expected reversal relates to existing timing differences on tangible fixed assets. There are no unused tax losses.

Company

Deferred tax assets and liabilities

2025 | Asset £ | Liability £
Accelerated capital allowances | - | 4,930
| - | 4,930

The amount of the net reversal of deferred tax assets and deferred tax liabilities expected to occur during the year beginning after the reporting period is £865 (2023 - £-). The expected reversal relates to existing timing differences on tangible fixed assets. There are no unused tax losses.

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

12 | Intangible assets

Group

| Goodwill £ | Other intangible assets £ | Total £
Cost or valuation
At 1 January 2024 | 1,248,198 | 127,990 | 1,376,188
Acquired through business combinations | 517,899 | 7,089 | 524,988
At 30 June 2025 | 1,766,097 | 135,079 | 1,901,176
Amortisation
At 1 January 2024 | 230,922 | 13,433 | 244,355
Amortisation charge | 191,405 | - | 191,405
At 30 June 2025 | 422,327 | 13,433 | 435,760
Carrying amount
At 30 June 2025 | 1,343,770 | 121,646 | 1,465,416
At 31 December 2023 | 1,017,276 | 114,558 | 1,131,834

Amortisation of intangible assets is charged to administrative expenses.

Individually material intangible assets

Goodwill - Albert Roger Iberica The carrying amount of this asset is £838,470 (2023 -£978,215) and the remaining amortisation period is 7 years (2023 - 8 years).
Goodwill - Albert Roger France SASU The carrying amount of this asset is £485,775 (2023 -£Nil) and the remaining amortisation period is 9 years (2023 - ).

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

Company

| Goodwill £ | Total £
Cost or valuation
At 1 January 2024 | 130,238 | 130,238
At 30 June 2025 | 130,238 | 130,238
Amortisation
At 1 January 2024 | 91,177 | 91,177
Amortisation charge | 19,536 | 19,536
At 30 June 2025 | 110,713 | 110,713
Carrying amount
At 30 June 2025 | 19,525 | 19,525
At 31 December 2023 | 39,060 | 39,060

Amortisation of intangible assets is charged to administrative expenses.

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

13 | Tangible assets

Group

| Land and buildings £ | Furniture, fittings and equipment £ | Motor vehicles £ | Total £
Cost or valuation
At 1 January 2024 | 15,303 | 2,677,952 | 143,179 | 2,836,434
Additions | - | 896,691 | 103,769 | 1,000,460
Acquired through business combinations | - | 68,348 | - | 68,348
Foreign exchange movements | - | (41,579) | - | (41,579)
At 30 June 2025 | 15,303 | 3,601,412 | 246,948 | 3,863,663
Depreciation
At 1 January 2024 | 14,028 | 1,449,107 | 3,560 | 1,466,695
Charge for the period | 1,275 | 584,738 | 40,641 | 626,654
At 30 June 2025 | 15,303 | 2,033,845 | 44,201 | 2,093,349
Carrying amount
At 30 June 2025 | - | 1,567,567 | 202,747 | 1,770,314
At 31 December 2023 | 1,275 | 1,228,845 | 139,619 | 1,369,739

Included within the net book value of land and buildings above is £Nil (2023 - £1,275) in respect of short leasehold land and buildings.

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:

| 2025 £ | 2023 £
Motor vehicles | 202,747 | 139,619

Restriction on title and pledged as security

Display stands with a carrying amount of £1,460,659 (2023 - £Nil) has been pledged as security for three separate loans provided to the group during the current period by Per Levin AB, Wealins SA, and Bisbita Project. The combined outstanding balances on these loans at 30 June 2025 was £785,106 (see note 24 for further details). No such pledge existed in the preceding accounting period.

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

Group fixed assets with a carrying amount of £1,567,567 (2023 - £Nil) has been pledged as security for a loan received from White Oak Finance. The outstanding balance on this loan at 30 June 2025 was £800,000 (see note 24 for further details). The assets are secured by way of fixed and floating charges. No such security existed in the preceding accounting period.

Company

| Furniture, fittings and equipment £ | Total £
Cost or valuation
At 1 January 2024 | 20,758 | 20,758
Additions | 4,151 | 4,151
At 30 June 2025 | 24,909 | 24,909
Depreciation
At 1 January 2024 | 2,076 | 2,076
Charge for the period | 3,114 | 3,114
At 30 June 2025 | 5,190 | 5,190
Carrying amount
At 30 June 2025 | 19,719 | 19,719
At 31 December 2023 | 18,683 | 18,683

14 | Investments

Company

| 2025 £ | 2023 £
Investments in subsidiaries | 400,001 | 400,001
Investments in associates | - | 72,349
| 400,001 | 472,350

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

Subsidiaries | £
Cost or valuation
At 1 January 2024 | 400,001
Additions | -
Disposals | -
At 30 June 2025 | 400,001
Carrying amount
At 30 June 2025 | 400,001
At 31 December 2023 | 400,001

Associates | £
Cost
At 1 January 2024 | 72,349
Disposals | (72,349)
At 30 June 2025 | -
Carrying amount
At 30 June 2025 | -
At 31 December 2023 | 72,349

The investments in associates shown above were disposed of during the current period. The associate entities were loss making and the company's share of those losses has not been recognised in these financial statements. The investments were carried at cost prior to disposal.

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2023
Subsidiary undertakings
Albert Roger Limited | 22 St John Street Newport Pagnell Buckinghamshire MK16 8HJ United Kingdom | Ordinary | 100% | 100%

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
Albert Roger Netherlands B.V. | Cruquiuskade 251 1018 AM Amsterdam Netherlands | Ordinary | 100% | 100%
Albert Roger Iberica, S.L. | Avda. Diagonal 421 08008 Barcelona Spain | Ordinary Ordinary | 100% 100% | 100% 100%
Albert Roger France SASU | 39 Rue De Clery 39-41 75002 Paris France | Ordinary | 100% | 50%
Albert Roger & Partner France Limited | 22 St John Street Newport Pagnell Buckinghamshire MK16 8HJ United Kingdom | Ordinary | 100% | 50%
Albert Roger Digital Limited | 22 St John Street Newport Pagnell Buckinghamshire MK16 8HJ United Kingdom | Ordinary | 100% | 100%
Associates
Skin Sapiens Limited | 5 Barnfield Crecent Exeter Devon EX1 1QT | Ordinary | 0% | 20%
| United Kingdom |  |  |
Logicos 3PL, S.L. | C/Andres Alvarez Caballero 22 28970 Humanes de Madrid | Ordinary | 0% | 50%
| Spain |  |  |

Subsidiary undertakings
Albert Roger Limited The principal activity of Albert Roger Limited is Distribution. Its financial period end is 31 December.
Albert Roger Netherlands B.V. The principal activity of Albert Roger Netherlands B.V. is Distribution. Its financial period end is 31 December.

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

Albert Roger Iberica, S.L. The principal activity of Albert Roger Iberica, S.L. is Distribution. Its financial period end is 31 December.
Albert Roger France SASU The principal activity of Albert Roger France SASU is Distribution. Its financial period end is 31 December.
Albert Roger & Partner France Limited The principal activity of Albert Roger & Partner France Limited is Holding company. Its financial period end is 31 December.
Albert Roger Digital Limited The principal activity of Albert Roger Digital Limited is Distribution. Its financial period end is 31 December.

Associates
Skin Sapiens Limited The principal activity of Skin Sapiens Limited is Distribution. Its financial period end is 31 March.
Logicos 3PL, S.L. The principal activity of Logicos 3PL, S.L. is Distribution. Its financial period end is 31 December.

15 | Business combinations

On 14 November 2024, Albert Roger Limited (Trading subsidiary) acquired 50% of the issued share capital of Albert Roger & Partner France Limited (Holding company of Albert Roger France SASU), obtaining control.
Albert Roger & Partner France Limited contributed £803,068 revenue and £(32,702) to the group's profit for the period between the date of acquisition and the Balance Sheet date.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

| Book value 2025 £ | Revaluation adjustments 2025 £ | Fair value 2025 £
Assets and liabilities acquired |  |  |
Financial assets | 639,125 | (98,011) | 541,114
Stocks | 163,503 | - | 163,503
Tangible assets | 69,327 | - | 69,327
Identifiable intangible assets | 7,089 | - | 7,089
Financial liabilities | (1,298,932) | - | (1,298,932)
Total identifiable assets | (419,888) | (98,011) | (517,899)
Goodwill | 517,899 | - | 517,899
Satisfied by: |  |  |
Cash | 1 | - | 1
Other | 49 | - | 49
Total consideration transferred | 50 | - | 50
Cash flow analysis: |  |  |
Cash consideration | 1 | - | 1
Less: cash and cash equivalent balances acquired | (160,681) | - | (160,681)
Net cash outflow/(inflow) arising on acquisition | (160,680) | - | (160,680)

The useful life of goodwill is 10 years. The goodwill arising on acquisition is attributable to customer relationships.

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

16 | Other financial assets

Group

| Financial assets at cost less impairment £ | Total £
Non-current financial assets
Cost or valuation
At 1 January 2024 | 1,391 | 1,391
At 30 June 2025 | 1,391 | 1,391
Carrying amount
At 30 June 2025 | 1,391 | 1,391
At 31 December 2023 | 1,391 | 1,391

17 | Stocks

| Group | Company
| 2025 £ | 2023 £ | 2025 £ | 2023 £
Goods for resale | 4,036,251 | 1,661,616 | - | -

Group

Impairment of inventories

The amount of impairment loss included in profit or loss is £Nil (2023 - £Nil). The amount of reversal of impairment recognised in profit or loss is £Nil (2023 - £Nil).

18 | Debtors

|  | Group | Company
Current | Note | 2025 £ | 2023 £ | 2025 £ | 2023 £
Trade debtors |  | 2,784,031 | 1,355,037 | 7,600 | -
Amounts owed by related parties | 29 | - | - | 1,225,365 | 630,862
Other debtors |  | 624,904 | 624,063 | 336,747 | 299,989
|  | 3,408,935 | 1,979,100 | 1,569,712 | 930,851

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

Group

At the balance sheet date £1,108,395 (2023: £nil) of the group's trade receivables are subject to a with-recourse factoring arrangement. The amounts due to the factor are £712,316 (2023: £nil) and are separately included in current liabilities.

19 | Cash and cash equivalents

| Group | Company
| 2025 £ | 2023 £ | 2025 £ | 2023 £
Cash at bank | 477,351 | 753,267 | 306,113 | 67,021
Bank overdrafts | (87,564) | - | - | -
Cash and cash equivalents in statement of cash flows | 389,787 | 753,267 | 306,113 | 67,021

Non-cash transactions excluded from the consolidated cash flow statement

| 2025 £ | 2023 £
Cost of new Tangible assets acquired under finance leases | 103,769 | 143,179
Disposal of investment in associate (Skin Sapiens Limited) | (60,201) | -

Non-cash transactions excluded from the cash flow statement

| 2025 £ | 2023 £
Disposal of investment in associate (Skin Sapiens Limited) | (60,201) | -

The disposal of the investment in Skin Sapiens Limited did not result in any incoming cash during the period as the consideration remains outstanding on JA Roger Jara's director loan account.

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

20 | Creditors

|  | Group | Company
| Note | 2025 £ | 2023 £ | 2025 £ | 2023 £
Due within one year |  |  |  |  |
Loans and borrowings | 24 | 422,811 | 313,730 | - | -
Trade creditors |  | 4,226,132 | 2,120,896 | 6,079 | -
Amounts due to related parties | 29 | - | - | - | 18,791
Social security and other taxes |  | 256,593 | 405,829 | - | 10,248
Other payables |  | 738,107 | 203,892 | 2,722 | -
Accruals |  | 251,583 | 472,548 | 34,160 | 2,110
Income tax liability | 11 | 278,531 | 423,360 | 76,324 | 11,418
|  | 6,173,757 | 3,940,255 | 119,285 | 42,567
Due after one year |  |  |  |  |
Loans and borrowings | 24 | 1,569,623 | 307,557 | - | -

21 | Provisions for liabilities

Group

| Deferred tax £ | Total £
At 1 January 2024 | 228,208 | 228,208
Increase (decrease) in existing provisions | 59,187 | 59,187
At 30 June 2025 | 287,395 | 287,395

Company

| Deferred tax £ | Total £
Additional provisions | 4,930 | 4,930
At 30 June 2025 | 4,930 | 4,930

Deferred tax is recognised for temporary differences between financial reporting and tax bases of assets/liabilities. Assets are recognised only when it is probable that future taxable profits will allow utilisation. Measurement uses enacted tax rates expected to apply upon reversal, with no discounting applied.

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

22 | Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £31,190 (2023 - £14,498).

23 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2023
| No. | £ | No. | £
Ordinary A of £1 each | 1,320,062 | 1,320,062 | 1,320,062 | 1,320,062
Ordinary B of £1 (2023 - £0) each | 87,878 | 87,878 | - | -
| 1,407,940 | 1,407,940 | 1,320,062 | 1,320,062

Rights, preferences and restrictions

Ordinary A have the following rights, preferences and restrictions: Each share shall have one vote in any circumstances. Each share shall rank equally with respect to any dividends or any other distribution. Each share shall rank equally with respect to a distribution arising from a winding up of the company.
Ordinary B have the following rights, preferences and restrictions: Each share shall have one vote in any circumstances. Each share shall rank equally with respect to any dividends or any other distribution. Each share shall rank equally with respect to a distribution arising from a winding up of the company.

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

24 | Loans and borrowings

Non-current loans and borrowings

| Group | Company
| 2025 £ | 2023 £ | 2025 £ | 2023 £
Bank borrowings | 1,429,896 | 212,590 | - | -
Hire purchase contracts | 139,727 | 94,967 | - | -
| 1,569,623 | 307,557 | - | -

Current loans and borrowings

| Group | Company
| 2025 £ | 2023 £ | 2025 £ | 2023 £
Bank borrowings | 307,130 | 286,265 | - | -
Bank overdrafts | 87,564 | - | - | -
Hire purchase contracts | 28,117 | 27,465 | - | -
| 422,811 | 313,730 | - | -

Group

Bank borrowings

HSBC CBILS is denominated in British Pounds with a nominal interest rate of 3.99%, and the final instalment is due on 27 November 2024. The carrying amount at period end is £Nil (2023 - £120,890). Interest payable monthly in arrears. Principal amount repayble over 5 years with repayment commencing on the first anniversary of the loan.
HSBC Recovery Loan is denominated in British Pounds with a nominal interest rate of 3.99%, and the final instalment is due on 17 September 2024. The carrying amount at period end is £Nil (2023 - £55,556). Principal and interest payable monthly over 3 years.

Other borrowings

White Oak Finance Loan is denominated in British Pounds with a nominal interest rate of 14.5%, and the final instalment is due on 14 November 2028. The carrying amount at year end is £800,000 (2023 - £Nil).

Secured by way of fixed and floating charges over all assets of the group.
Interest only repayments for first 12 months. Repayments of principal amount commence in December 2025.

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

Per Levin AB Loan is denominated in Euros with a nominal interest rate of 9%, and the final instalment is due on 31 March 2027. The carrying amount at year end is £169,000 (2023 - £Nil).

Security is given by way of a floating charge over the display stands owned by companies within the group.
Interest is payable quarterly in arrears. Principal amount is repayable in full on the maturity date.

Wealins SA Loan is denominated in Euros with a nominal interest rate of 9%, and the final instalment is due on 31 March 2027. The carrying amount at year end is £279,000 (2023 - £Nil).

Security is given by way of a floating charge over the display stands owned by companies within the group.
Interest is payable quarterly in arrears. Principal amount is repayable in full on maturity.

Bisbita SA Loan is denominated in Euros with a nominal interest rate of 9%, and the final instalment is due on 31 March 2027. The carrying amount at year end is £339,000 (2023 - £Nil).

Security is given by way of a floating charge over the display stands owned by companies within the group.
Interest is payable quarterlyin arrears. Principal is repayable in full on maturity.

LDF Finance Loan 1 is denominated in British Pounds with a nominal interest rate of 8%, and the final instalment is due on 11 June 2024. The carrying amount at year end is £Nil (2023 - £63,085).

Principal and interest payable monthly.

LDF Finance Loan 2 is denominated in British Pounds with a nominal interest rate of 8%, and the final instalment is due on 27 March 2025. The carrying amount at year end is £Nil (2023 - £Nil).

Principal and interest payable monthly.

LDF Finance Loan 3 is denominated in with a nominal interest rate of 8%, and the final instalment is due on 24 January 2025. The carrying amount at year end is £Nil (2023 - £Nil).

Principal and interest payable monthly.

25 | Obligations under leases and hire purchase contracts

Group

Finance leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2023 £
Not later than one year | 28,117 | 27,465
Later than one year and not later than five years | 139,727 | 94,967
| 167,844 | 122,432

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2023 £
Not later than one year | 79,893 | 19,973
Later than one year and not later than five years | 73,235 | -
| 153,128 | 19,973

The amount of non-cancellable operating lease payments recognised as an expense during the period was £419,491 (2023 - £182,720).

26 | Dividends

|  | 2025 |  | 2023
|  | £ |  | £
Interim dividend of £0.62 (2023 - £0.27) per ordinary A share |  | 815,000 |  | 357,000

No final dividends are proposed.

27 | Commitments

Group

Capital commitments

The total amount contracted for but not provided in the financial statements was £Nil (2023 - £Nil).

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

28 | Analysis of changes in net debt

Group

| At 1 January 2024 £ | Cash flows £ | Acquisition of subsidiaries £ | New finance leases £ | Foreign exchange movements £
Cash and cash equivalents |  |  |  |  |
Cash | 753,267 | (519,469) | 160,861 | - | (4,872)
Overdrafts | - | (87,564) | - | - | -
| 753,267 | (607,033) | 160,861 | - | (4,872)
Borrowings |  |  |  |  |
Long term borrowings | (798,855) | (938,171) | - | - | -
Lease liabilities | (122,432) | 42,357 | - | (87,769) | -
| (921,287) | (895,814) | - | (87,769) | -
| (168,020) | (1,502,847) | 160,861 | (87,769) | (4,872)

| At 30 June 2025 £
Cash and cash equivalents |
Cash | 389,787
Overdrafts | (87,564)
| 302,223
Borrowings |
Long term borrowings | (1,737,026)
Lease liabilities | (167,844)
| (1,904,870)
| (1,602,647)

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

Company

| At 1 January 2024 £ | Cash flows £ | At 30 June 2025 £
Cash and cash equivalents |  |  |
Cash | 67,021 | 239,093 | 306,114
| 67,021 | 239,093 | 306,114

29 | Related party transactions

Group

Key management compensation

| 2025 £ | 2023 £
Salaries and other short term employee benefits | 309,812 | 111,952
Post-employment benefits | 4,867 | 2,642
| 314,679 | 114,594

Transactions with directors

2025 | At 1 January 2024 £ | Advances to director £ | Repayments by director £ | At 30 June 2025 £
Mr Joan Albert Roger Jara
Interest free loan account | 445,324 | 521,893 | (453,517) | 513,700

2023 | At 1 January 2023 £ | Advances to director £ | Repayments by director £ | At 31 December 2023 £
Mr Joan Albert Roger Jara
Interest free loan account | 386,321 | 453,317 | (394,314) | 445,324

All loans and advances to directors have been approved by the shareholders.

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

Dividends paid to directors

|  | 2025 £ |  | 2023 £
Mr Joan Albert Roger Jara |  |  |  |
Interim |  | 815,000 |  | 357,000

Other transactions with directors

During the current period, the group received a loan of €200,000 from an entity that is under the control of a company director. The loan is repayable in full on 31 March 2027 and non-compounding interest is chargeable at 9% per annum. The loan is secured by way of a floating charge over fixed assets owned by the companies within the group.The lender has the right to extend the loan term by 12 months and has first refusal on participation in any equity rounds with a 20% discount on the general offer price, until the loan balance is repaid in full.
An entity under the control of a company director invoiced the group £35,430 (2023: £Nil) in respect of consultancy services.
A director was provived with a company car at a cost of £20,401 (2023: £Nil), stud farm hire for a cost of £6,264 (2023: £12,528). and private medical cover for a cost of £60 (2023: £Nil).

Summary of transactions with associates

Albert Roger & Partner France Limited At 31 December 2023 (prior to the entity becoming part of the consolidated group) a balance of £165,935 was owing to the group from the associate entity. Transactions and balances with this related party pertaining to the period ended 30 June 2025 are not disclosed as it became a wholly owned subsidiary of Albert Roger Holdings Limited and is included in the consolidated group accounts for that period.
Albert Roger France SASU At 31 December 2023 (prior to the entity becoming part of the consolidated group) a balance of £93,084 was owing to the group from the associate entity. During the year ended 31 December 2023 the group received income of £290,287 and incurred expenditure of £151,171 from the associate entity. Transactions and balances with this related party pertaining to the period ended 30 June 2025 are not disclosed as it became a wholly owned subsidiary of Albert Roger Holdings Limited and is included in the consolidated group accounts for that period.

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

Logicos 3PL, S.L. At 30 June 2025 a balance of £nil (2023: £17,972) was owed to the group by the associate entity. The balance of £17,972 was written-off as impaired during the period ended 30 June 2025. A separate balance of £nil (2023: £2,504) was owed by the group to the associate. During the period ended 30 June 2025 the group made purchases totalling £7,039 (2023: £169,591) from the associate.
Skin Sapiens Limited At 30 June 2025 the group owed the associate £nil (2023: £2,422).

Summary of transactions with other related parties

Albert Roger Brands Holding Limited (a company under common control). During the current period, the company sold to the related party an investment in the ordinary share capital of an associate company called Skin Sapiens Limited. The consideration was £60,201, which is equal to the cost of the investment.
Rock & Rollers Limited (a company over which the director Joan Albert Roger Jara has significant influence). During the period ended 30 June 2025 the group was billed £213,805 (2023: £nil) in sales commissions by the related party. The group also received management charge income of £40,216 (2023: £nil) from the related party. At 30 June 2025 the related party owed the group £64,191 (2023: £nil).
Izzy Europe Limited (a company over which the director Joan Albert Roger Jara has significant influence). During the period ended 30 June 2025 the group received income of £19,611 (2023: £nil) from the related party. At 30 June 2025 the related party owed to the group an amount of £18,725 (2023: £nil).

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

Company

Transactions with directors

2025 | At 1 January 2024 £ | Advances to director £ | Repayments by director £ | At 30 June 2025 £
Mr Joan Albert Roger Jara
Interest free loan | 221,816 | 524,335 | (454,032) | 292,119

2023 | At 1 January 2023 £ | Advances to director £ | Repayments by director £ | At 31 December 2023 £
Mr Joan Albert Roger Jara
Interest free loan | 162,818 | 453,317 | (394,319) | 221,816

All loans and advances to directors have been approved by the shareholders.

Dividends paid to directors

|  | 2025 £ |  | 2023 £
Mr Joan Albert Roger Jara |  |  |  |
|  | 815,000 |  | 357,000

Other transactions with directors

The company has issued guarantees relating to a loan that was provided to one of its subsidiaries by an entity under the control of a company director.

Summary of transactions with subsidiaries

In accordance with FRS 102 paragraph 33.1A, transactions with wholly owned subsidiaries are not disclosed in these financial statements.

Albert Roger Holdings Limited

Notes to the Financial Statements for the Period from 1 January 2024 to 30 June 2025

Summary of transactions with associates

Logicos 3PL, S.L. At 30 June 2025 a balance of (2023: £17,972) was owed to the company by the associate entity. This balance was written-off as impaired during the period ended 30 June 2025.
Albert Roger & Partner France Limited At 31 December 2023 (prior to the entity becoming part of the consolidated group) a balance of £30,569 was owed to the company by the associate entity. Transactions and balances with this related party pertaining to the period ended 30 June 2025 are not disclosed as it became a wholly owned subsidiary of Albert Roger Holdings Limited and is included in the consolidated group accounts for that period.

Summary of transactions with other related parties

Albert Roger Brands Holding Limited (a company under common control). During the period ended 30 June 2025 the company sold to the related party an investment in the ordinary share capital of an associate company called Skin Sapiens Limited. The consideration was £60,201, which is equal to the cost of the investment.
There were no transactions with the related party in the year ended 31 December 2023.

30 | Parent and ultimate parent undertaking

The ultimate controlling party is Mr JA Roger Jara.