Registered number: 11211460
COMPANY INFORMATION
CONTENTS
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2025
The Directors present their report together with the audited financial statements for the year ended 30 April 2025.
The principal activities of the Group are the development, manufacture, distribution and support of niche and luxury fragrance brands.
The Group operates within the premium and ultra-luxury fragrance segment, with a focus on craftsmanship, brand heritage, product quality and exclusivity.
Its flagship brand, Boadicea The Victorious, an independent ultra-luxury fragrance house established in 2007, continues to represent the core of the Group’s commercial and brand strategy.
In addition, through Valorem Distribution Ltd and Valorem Bespoke Ltd, the Group provides specialist operational support services, including distribution, logistics, product development support, manufacturing and filling, fulfilment and related services, to Boadicea The Victorious and selected partner brands.
The Group operates within the premium and ultra-luxury fragrance segment, with a focus on craftsmanship, brand heritage, product quality and exclusivity.
Its flagship brand, Boadicea The Victorious, an independent ultra-luxury fragrance house established in 2007, continues to represent the core of the Group’s commercial and brand strategy.
In addition, through Valorem Distribution Ltd and Valorem Bespoke Ltd, the Group provides specialist operational support services, including distribution, logistics, product development support, manufacturing and filling, fulfilment and related services, to Boadicea The Victorious and selected partner brands.
The year represented a period of improving underlying performance for the Group, following the restructuring undertaken in the prior period. The business transitioned to a more stable operational footing, enabling greater focus on execution, margin quality, and disciplined growth.
Revenue growth during the year was supported by expansion in international markets and continued development of direct-to-consumer channels. At the same time, profitability improved as a result of a more focused product portfolio and efficiencies realised across the supply chain and cost base.
The Group has now transitioned from a period of restructuring to one of operational execution and controlled growth.
During the year, the Group focused on the following strategic priorities:
• Operational consolidation and efficiency
The Group continued to improve processes, controls, and governance frameworks.
• Brand strengthening and product focus
Continued refinement of the Boadicea The Victorious portfolio, with an emphasis on product quality, brand presentation, margin discipline and the protection of the brand’s ultra-luxury positioning.
• Valorem platform development
Continued development of the Group’s distribution, logistics, manufacturing, fulfilment and operational support capabilities, serving Boadicea The Victorious and selected partner brands.
• Expansion of distribution channels
Strengthening relationships with existing partners while selectively expanding into new international markets.
• Digital and e-commerce growth
Ongoing investment in digital capability, direct-to-consumer channels and customer engagement.
The Board would like to thank the Group’s employees, customers, suppliers, and partners for their continued support and contribution during the year.
Revenue growth during the year was supported by expansion in international markets and continued development of direct-to-consumer channels. At the same time, profitability improved as a result of a more focused product portfolio and efficiencies realised across the supply chain and cost base.
The Group has now transitioned from a period of restructuring to one of operational execution and controlled growth.
During the year, the Group focused on the following strategic priorities:
• Operational consolidation and efficiency
The Group continued to improve processes, controls, and governance frameworks.
• Brand strengthening and product focus
Continued refinement of the Boadicea The Victorious portfolio, with an emphasis on product quality, brand presentation, margin discipline and the protection of the brand’s ultra-luxury positioning.
• Valorem platform development
Continued development of the Group’s distribution, logistics, manufacturing, fulfilment and operational support capabilities, serving Boadicea The Victorious and selected partner brands.
• Expansion of distribution channels
Strengthening relationships with existing partners while selectively expanding into new international markets.
• Digital and e-commerce growth
Ongoing investment in digital capability, direct-to-consumer channels and customer engagement.
The Board would like to thank the Group’s employees, customers, suppliers, and partners for their continued support and contribution during the year.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
The governance structure established in the prior period has remained stable throughout the year and continues to operate effectively.
The Board has maintained a strong focus on:
• Financial discipline and reporting integrity.
• Robust internal controls and compliance.
• Transparent and accountable decision-making.
The Board remains committed to maintaining high standards of corporate governance and ethical conduct across the Group.
The Board has maintained a strong focus on:
• Financial discipline and reporting integrity.
• Robust internal controls and compliance.
• Transparent and accountable decision-making.
The Board remains committed to maintaining high standards of corporate governance and ethical conduct across the Group.
The Group continued to incur significant non-recurring exceptional costs during the year, although these were lower than in the prior period, resulting in performance being more reflective of the underlying trading position of the business.
Consolidated revenue of £14,013,630 for the year ended 30 April 2025 (15-month period ended 30 April 2024 was £12,095,836).
Consolidated revenue of £14,013,630 for the year ended 30 April 2025 (15-month period ended 30 April 2024 was £12,095,836).
Exceptional costs of £636,159 for the year ended 30 April 2025 (15-month period ended 30 April 2024 was £1,291,843 ).
Profit before tax: Profit of £373,882 (2024: Loss of £535,837).
Profit after tax: Profit of £449,718 (2024: Loss of £666,975).
Total assets increased to £8,367,341 (2024: £6,870,286).
Shareholders' equity stood at £4,157,742 (2024: £3,700,419).
Key highlights include:
∙Continued revenue growth driven by international markets and digital channels.
∙Improvement in gross margins through product and supply chain optimisation.
∙Reduction in administrative cost ratios following prior restructuring.
∙Return towards sustainable profitability.
The Group continues to focus on maintaining financial discipline, supported by improved operational controls and close management of working capital
The Directors of Valorem Holdings do not recommend the payment of a dividend for the reporting period.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
The Group continues to operate in a sector subject to a range of external and operational risks, including:
• Brand protection and intellectual property risks.
• Macroeconomic conditions especially in relation to key luxury markets.
• Supply chain disruption.
• Foreign exchange movements.
The Group actively manages these risks through:
• Continued investment in brand protection and digital capability.
• Geographic diversification.
• Strengthened supplier relationships.
• Disciplined management oversight.
• Brand protection and intellectual property risks.
• Macroeconomic conditions especially in relation to key luxury markets.
• Supply chain disruption.
• Foreign exchange movements.
The Group actively manages these risks through:
• Continued investment in brand protection and digital capability.
• Geographic diversification.
• Strengthened supplier relationships.
• Disciplined management oversight.
Sustainability remains an important component of the Group’s long-term strategy.
During the year, the Group has:
• Continued the transition to sustainable packaging solutions.
• Reduced environmental impact through improved operational efficiencies.
The Group remains committed to responsible growth aligned with ESG principles.
During the year, the Group has:
• Continued the transition to sustainable packaging solutions.
• Reduced environmental impact through improved operational efficiencies.
The Group remains committed to responsible growth aligned with ESG principles.
The Group enters the new financial year with a stable operational platform, strengthened governance and a clear focus on disciplined growth.
Key priorities for the coming period include:
• Scaling international distribution.
• Accelerating direct-to-consumer growth.
• Continued brand protection and elevation within the luxury segment.
• Further development of Valorem’s operational platform support capabilities.
• Maintaining financial discipline and margin improvement.
The Directors are confident that the Group is well positioned to deliver sustainable long-term growth.
Key priorities for the coming period include:
• Scaling international distribution.
• Accelerating direct-to-consumer growth.
• Continued brand protection and elevation within the luxury segment.
• Further development of Valorem’s operational platform support capabilities.
• Maintaining financial discipline and margin improvement.
The Directors are confident that the Group is well positioned to deliver sustainable long-term growth.
This report was approved by the board on 22 May 2026 and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2025
The directors present their report and the financial statements for the year ended 30 April 2025.
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £449,718 (2024 - loss £666,975).
No dividends were declared or paid during the period (2024 - £nil).
The directors who served during the year were:
Details of future developments have been disclosed in the strategic report.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
On 12 September 2025 Valorem Holdings Limited, Valorem Capital One Limited and David Garofalo entered into a tripartite debt-to-equity conversion agreement. Under the terms of this agreement, £1.05m of the director’s loan balance owed by Valorem Capital One Limited to David Garofalo was transferred to Valorem Holdings Limited, and Valorem Holdings Limited issued shares of an equivalent value to David Garofalo. An open offer to participate on the same terms and pricing basis was extended to all eligible shareholders; however, no other shareholder elected to take up their rights.
On 1 December 2025, as part of a group reorganisation, a share-for-share acquisition was completed between Valorem Holdings and Brand Portfolio Partners Holding Ltd (DIFC registration no. 11470), resulting in Brand Portfolio Partners Holding Ltd becoming the Company’s ultimate parent undertaking.
None of the above events is considered adjusting events.
On 1 December 2025, as part of a group reorganisation, a share-for-share acquisition was completed between Valorem Holdings and Brand Portfolio Partners Holding Ltd (DIFC registration no. 11470), resulting in Brand Portfolio Partners Holding Ltd becoming the Company’s ultimate parent undertaking.
None of the above events is considered adjusting events.
The auditors, Menzies LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VALOREM HOLDINGS LTD
We have audited the financial statements of Valorem Holdings Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 30 April 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated analysis of net debt, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, 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 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 are included in the balance sheet at £2,840,827. 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 29, 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.
Additionally, arising from the matters disclosed in Note 29, 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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VALOREM HOLDINGS LTD (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VALOREM HOLDINGS LTD (CONTINUED)
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 Auditors' 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 Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
The Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:
∙Companies Act 2006;
∙UK tax legislation; and
∙Financial Reporting Standard 102.
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
We understood how the Group is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes.
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. No issues were identified in this area.
We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
∙Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
∙Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
∙Challenging assumptions and judgements made by management in the application of accounting estimates; and
∙Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
∙The posting of unusual journals and complex transactions;
∙The judgement of the accounting estimate relating to intangible assets; or
∙The use of management override of controls to manipulate results, or to cause the Group to enter into transaction not in its best interests.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VALOREM HOLDINGS LTD (CONTINUED)
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 Auditors' 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.
for and on behalf of
Chartered Accountants
Statutory Auditor
4th Floor, 95 Gresham Street
EC2V 7AB
22 May 2026
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2025
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CONSOLIDATED BALANCE SHEET
AS AT 30 APRIL 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 May 2026.
The notes on pages 17 to 35 form part of these financial statements.
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COMPANY BALANCE SHEET
AS AT 30 APRIL 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 May 2026.
The notes on pages 17 to 35 form part of these financial statements.
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