| REGISTERED NUMBER: |
| Skin + Me Ltd |
| Strategic Report, Report of the Directors and |
| Financial Statements |
| for the Year Ended 31 August 2025 |
| REGISTERED NUMBER: |
| Skin + Me Ltd |
| Strategic Report, Report of the Directors and |
| Financial Statements |
| for the Year Ended 31 August 2025 |
| Skin + Me Ltd (Registered number: 12535808) |
| Contents of the Financial Statements |
| for the Year Ended 31 August 2025 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 5 |
| Income Statement | 9 |
| Other Comprehensive Income | 11 |
| Balance Sheet | 12 |
| Statement of Changes in Equity | 13 |
| Cash Flow Statement | 14 |
| Notes to the Cash Flow Statement | 15 |
| Notes to the Financial Statements | 16 |
| Skin + Me Ltd |
| Company Information |
| for the Year Ended 31 August 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditor |
| 9-11 Vittoria Street |
| Birmingham |
| B1 3ND |
| Skin + Me Ltd (Registered number: 12535808) |
| Strategic Report |
| for the Year Ended 31 August 2025 |
| The directors are happy to report on continued growth during the period. The company operates only in the UK, and as a subscription business benefits from predictable revenue from repeating customers. Continual investment in infrastructure and good relationships with suppliers allow the company to scale while maintaining our strong gross margins. |
| BUSINESS REVIEW |
| The company has reported a turnover of £10,538,495 (2024: £10,047,549) and a pre-tax profit of £3,354,060 (2024: £4,760,346) for the year. The company has total shareholder's funds of £9,940,089 as at 31 August 2025 (2024:£6,582,945) |
| - | Turnover increased from 2024 by £490,946 (5%). |
| - | Pre-tax profit decreased from 2024 by £1,406,286 (30%). |
| - | Cash held at year end is £2,538,946 down from £6,577,641 in 2024. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The risk areas that have been identified by the directors are as follows: |
| Recruitment of enough qualified, specialist staff for continued business growth. |
| FINANCIAL KEY PERFORMANCE INDICATORS |
| 31/08/2025 | 31/08/2024 |
| £ | £ |
| Turnover | 10,538,495 | 10,047,549 |
| Gross profit margin % | 83% | 84% |
| ON BEHALF OF THE BOARD: |
| Skin + Me Ltd (Registered number: 12535808) |
| Report of the Directors |
| for the Year Ended 31 August 2025 |
| The directors present their report with the financial statements of the company for the year ended 31 August 2025. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company is that of prescribing services and the provision of cosmetic skincare products. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 August 2025. |
| EVENTS SINCE THE END OF THE YEAR |
| Information relating to events since the end of the year is given in the notes to the financial statements. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 September 2024 to the date of this report. |
| Other changes in directors holding office are as follows: |
| DIRECTORS' INDEMNITY INSURANCE |
| Directors' liability and indemnity insurance was in force throughout the period to cover the directors and officers of the company against actions brought against them in their personal capacity. Neither the insurance nor the indemnity provide cover where the individual has acted fraudulently or dishonestly. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements 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 company will continue in business. |
| Skin + Me Ltd (Registered number: 12535808) |
| Report of the Directors |
| for the Year Ended 31 August 2025 |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued |
| 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| AUDITORS |
| The auditors, UHY Hacker Young (Birmingham) LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Skin + Me Ltd |
| Opinion |
| We have audited the financial statements of Skin + Me Ltd (the 'company') for the year ended 31 August 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 company's affairs as at 31 August 2025 and of its profit for the year 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the 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 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. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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. |
| Report of the Independent Auditors to the Members of |
| Skin + Me Ltd |
| Opinions on other matters 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 the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Matters on which we are required to report by exception |
| In the light of the 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 or the Report of the Directors. |
| 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, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the 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 pages three and four, 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 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. |
| Report of the Independent Auditors to the Members of |
| Skin + Me Ltd |
| Auditors' 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 a Report of the Auditors 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: |
| - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud |
| or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is |
| sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material |
| misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve |
| collusion, forgery, intentional omissions, misrepresentations or the override of internal control. |
| - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that |
| are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness |
| of the internal control. |
| - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates |
| and related disclosures made by the directors. |
| - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based |
| on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that |
| may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a |
| material uncertainty exists, we are required to draw attention in our auditor's report to the related |
| disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our |
| conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, |
| future events or conditions may cause the company to cease to continue as a going concern. |
| - Evaluate the overall presentation, structure and content of the financial statements, including the |
| disclosures, and whether the financial statements represent the underlying transactions and events in a |
| manner that achieves fair presentation. |
| 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 Report of the Auditors. |
| Report of the Independent Auditors to the Members of |
| Skin + Me Ltd |
| 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 a Report of the Auditors 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 |
| Statutory Auditor |
| 9-11 Vittoria Street |
| Birmingham |
| B1 3ND |
| Skin + Me Ltd (Registered number: 12535808) |
| Income Statement |
| for the Year Ended 31 August 2025 |
| 2025 | 2025 | 2025 |
| Continuing | Discontinued | Total |
| Notes | £ | £ | £ |
| TURNOVER | 3 |
| Cost of sales | ( |
) | ( |
) | ( |
) |
| GROSS PROFIT |
| Administrative expenses | ( |
) | ( |
) | ( |
) |
| OPERATING PROFIT/(LOSS) | 5 | ( |
) |
| Interest receivable and similar income |
| PROFIT/(LOSS) BEFORE TAXATION | ( |
) |
| Tax on profit/(loss) | 6 |
| PROFIT/(LOSS) FOR THE FINANCIAL YEAR |
( |
) |
| Skin + Me Ltd (Registered number: 12535808) |
| Income Statement |
| for the Year Ended 31 August 2025 |
| 2024 | 2024 | 2024 |
| Continuing | Discontinued | Total |
| Notes | £ | £ | £ |
| TURNOVER | 3 |
| Cost of sales | ( |
) | ( |
) | ( |
) |
| GROSS PROFIT/(LOSS) | ( |
) |
| Administrative expenses | ( |
) | ( |
) | ( |
) |
| OPERATING PROFIT/(LOSS) | 5 | ( |
) |
| Interest receivable and similar income |
| PROFIT/(LOSS) BEFORE TAXATION | ( |
) |
| Tax on profit/(loss) | 6 |
| PROFIT/(LOSS) FOR THE FINANCIAL YEAR |
( |
) |
| Skin + Me Ltd (Registered number: 12535808) |
| Other Comprehensive Income |
| for the Year Ended 31 August 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| PROFIT FOR THE YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| Skin + Me Ltd (Registered number: 12535808) |
| Balance Sheet |
| 31 August 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 7 |
| CURRENT ASSETS |
| Debtors | 8 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 9 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 10 |
| Retained earnings | 11 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Skin + Me Ltd (Registered number: 12535808) |
| Statement of Changes in Equity |
| for the Year Ended 31 August 2025 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 September 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Share based payment option | - | 3,225 | 3,225 |
| Balance at 31 August 2024 |
| Changes in equity |
| Total comprehensive income | - |
| Share based payment option | - | 3,084 | 3,084 |
| Balance at 31 August 2025 |
| Skin + Me Ltd (Registered number: 12535808) |
| Cash Flow Statement |
| for the Year Ended 31 August 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | ( |
) |
| Net cash from operating activities | ( |
) |
| Cash flows from investing activities |
| Interest received |
| Net cash from investing activities |
| (Decrease)/increase in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year |
2 |
5,575,142 |
| Cash and cash equivalents at end of year |
2 |
2,538,946 |
6,577,641 |
| Skin + Me Ltd (Registered number: 12535808) |
| Notes to the Cash Flow Statement |
| for the Year Ended 31 August 2025 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2025 | 2024 |
| £ | £ |
| Profit before taxation |
| Depreciation charges |
| Increase in amounts to group companies | (8,269,916 | ) | (2,987,799 | ) |
| Share based payment option | 3,084 | 3,225 |
| Finance income | (39,791 | ) | (203,880 | ) |
| (4,951,087 | ) | 1,573,693 |
| Decrease/(increase) in trade and other debtors | ( |
) |
| Increase in trade and other creditors |
| Cash generated from operations | ( |
) |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 August 2025 |
| 31.8.25 | 1.9.24 |
| £ | £ |
| Cash and cash equivalents | 2,538,946 | 6,577,641 |
| Year ended 31 August 2024 |
| 31.8.24 | 1.9.23 |
| £ | £ |
| Cash and cash equivalents | 6,577,641 | 5,575,142 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.9.24 | Cash flow | At 31.8.25 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | 6,577,641 | (4,038,695 | ) | 2,538,946 |
| 6,577,641 | ( |
) | 2,538,946 |
| Total | 6,577,641 | (4,038,695 | ) | 2,538,946 |
| Skin + Me Ltd (Registered number: 12535808) |
| Notes to the Financial Statements |
| for the Year Ended 31 August 2025 |
| 1. | STATUTORY INFORMATION |
| Skin + Me Ltd is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparation of financial statements |
| The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. |
| The following principal accounting policies have been applied: |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
| • the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); |
| the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, |
| 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
| • the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, |
| 12.29(a), 12.29(b) and 12.29A; |
| • the requirements of Section 33 Related Party Disclosures paragraph 33.7. |
| This information is included in the consolidated financial statements of Mr & Mrs Oliver Ltd as at 31 August 2025 and these financial statements may be obtained from 2 Eastbourne Terrace Floor 4, London, England, W2 6LG. |
| Critical accounting judgements and key sources of estimation uncertainty |
| In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
| The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. |
| Skin + Me Ltd (Registered number: 12535808) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 August 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Revenue |
| Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: |
| Sale of goods |
| Revenue from the sale of goods is recognised when all of the following conditions are satisfied: |
| • the Company has transferred the significant risks and rewards of ownership to the buyer; |
| • the Company retains neither continuing managerial involvement to the degree usually |
| associated with ownership nor effective control over the goods sold; |
| • the amount of revenue can be measured reliably; |
| • it is probable that the Company will receive the consideration due under the transaction; and |
| • the costs incurred or to be incurred in respect of the transaction can be measured reliably. |
| Rendering of services |
| Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: |
| • the amount of revenue can be measured reliably; |
| • it is probable that the Company will receive the consideration due under the contract; |
| • the stage of completion of the contract at the end of the reporting period can be measured |
| reliably; and |
| • the costs incurred and the costs to complete the contract can be measured reliably. |
| Interest income |
| Interest income is recognised in profit or loss using the effective interest method. |
| Skin + Me Ltd (Registered number: 12535808) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 August 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. |
| Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. |
| Depreciation is provided on the following basis: |
| Computer equipment - 33% on cost |
| The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. |
| Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. |
| Skin + Me Ltd (Registered number: 12535808) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 August 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The Company has elected to apply the provisions of Section 11 "Basic Financial Instruments" of |
| FRS 102 to all of its financial instruments. |
| Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument. |
| Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
| Basic financial assets |
| Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. |
| Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments. |
| Impairment of financial assets |
| Financial assets are assessed for indicators of impairment at each reporting date. |
| Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. |
| If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. |
| Financial liabilities |
| Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. |
| Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. |
| Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. |
| Skin + Me Ltd (Registered number: 12535808) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 August 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. |
| Other financial instruments |
| Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. |
| Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. |
| Derecognition of financial instruments |
| Derecognition of financial assets |
| Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. |
| Derecognition of financial liabilities |
| Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Skin + Me Ltd (Registered number: 12535808) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 August 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Research and development |
| In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years. |
| If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only. |
| Foreign currency translation |
| Functional and presentation currency |
| The Company's functional and presentational currency is GBP. |
| Transactions and balances |
| Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. |
| At each period end foreign currency monetary items are translated using the closing rate. Non monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. |
| Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. |
| Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. |
| Skin + Me Ltd (Registered number: 12535808) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 August 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Pension costs and other post-retirement benefits |
| Defined contribution pension plan |
| The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. |
| The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds. |
| Debtors |
| Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. |
| Cash and cash equivalents |
| Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. |
| Creditors |
| Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
| Share-based payments |
| Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. |
| The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme). |
| Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. |
| Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received. |
| Skin + Me Ltd (Registered number: 12535808) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 August 2025 |
| 3. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the company. |
| An analysis of turnover by class of business is given below: |
| 2025 | 2024 |
| £ | £ |
| An analysis of turnover by geographical market is given below: |
| 2025 | 2024 |
| £ | £ |
| United Kingdom |
| 4. | EMPLOYEES AND DIRECTORS |
| 2025 | 2024 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 2025 | 2024 |
| Employees |
| No directors received remuneration from the company in the year (2024: nil). No directors were accruing pension benefits in respect of the defined contribution pension scheme in the year (2024: nil). |
| 2025 | 2024 |
| £ | £ |
| Directors' remuneration |
| Skin + Me Ltd (Registered number: 12535808) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 August 2025 |
| 5. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 2025 | 2024 |
| £ | £ |
| Depreciation - owned assets |
| Auditors' remuneration |
| Auditors' remuneration for non audit work |
| Foreign exchange differences | ( |
) |
| 6. | TAXATION |
| Analysis of the tax charge |
| No liability to UK corporation tax arose for the year ended 31 August 2025 nor for the year ended 31 August 2024. |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2025 | 2024 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of |
| Effects of: |
| Expenses not deductible for tax purposes |
| Depreciation in excess of capital allowances |
| Share option exercise | (6,948 | ) | (658 | ) |
| Group relieved | (833,401 | ) | (1,191,877 | ) |
| Total tax charge | - | - |
| Skin + Me Ltd (Registered number: 12535808) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 August 2025 |
| 7. | TANGIBLE FIXED ASSETS |
| Computer |
| equipment |
| £ |
| COST |
| At 1 September 2024 |
| and 31 August 2025 |
| DEPRECIATION |
| At 1 September 2024 |
| Charge for year |
| At 31 August 2025 |
| NET BOOK VALUE |
| At 31 August 2025 |
| At 31 August 2024 |
| 8. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| VAT |
| Prepayments |
| 9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Social security and other taxes |
| Other creditors |
| Accruals and deferred income |
| Skin + Me Ltd (Registered number: 12535808) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 August 2025 |
| 10. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | £ | £ |
| Ordinary | 1 | 1 | 1 |
| 11. | RESERVES |
| Retained |
| earnings |
| £ |
| At 1 September 2024 |
| Profit for the year |
| Share based payment option | 3,084 |
| At 31 August 2025 |
| 12. | PENSION COMMITMENTS |
| The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £35,174 (2024: £31,760). Contributions totalling £6,918 (2024: £6,841) were payable to the fund at the balance sheet date and are included in creditors. |
| 13. | RELATED PARTY TRANSACTIONS |
| 14. | POST BALANCE SHEET EVENTS |
| The group have recently decided to discontinue two of their business units. AndBegin was stopped as hyper personalisation was found to not be a key requirement from customers. Retail was stopped as, although it provided an opportunity to target currently unserved customers, following the success of the + Me brand, the business has the opportunity to invest more into the other high performing business units. |
| 15. | ULTIMATE CONTROLLING PARTY |
| There is no ultimate controlling party |
| Skin + Me Ltd (Registered number: 12535808) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 August 2025 |
| 16. | SHARE-BASED PAYMENT TRANSACTIONS |
| The company operates an equity settled share-based payment scheme for directors, employees and select consultants. |
| Share-based payments are calculated in accordance with FRS 102 section 26. The company uses the Guideline Public Company method to value the options. |
| The fair value determined is expensed on a straight-line basis over the requisite service period for each separately vesting portion. The charge for the period is allocated to the relevant income statement categories where the employment costs of the employee who is granted the equity options are charged. |
| 31 August | 31 August | 31 August | 31 August |
| 2025 | 2025 | 2024 | 2024 |
| Weighted | Weighted |
| Average | Average |
| Exercise | Exercise |
| Price (pence | ) | Number | Price (pence | ) | Number |
| Enterprise Management Scheme | 36.6 | 36,777 | 27.7 | 72,463 |
| 31 August | 31 August |
| 2025 | 2024 |
| Number | Number |
| Brought forward | 72,463 | 77,600 |
| Granted in the period | 2,799 | 4,544 |
| Exercised in the period | (27,340 | ) | (2,739 | ) |
| Forfeited in the period | (11,145 | ) | (6,942 | ) |
| Carried forward | 36,777 | 72,463 |
| Exercisable quantity (vested) | 49,204 | 41,587 |
| The total charge for the year recognised as administrative expenses was £3,084 (2024: £3,225). |
| 17. | CONTROLLING PARTY |
| The company's parent company is Mr & Mrs Oliver Ltd, a company incorporated in England and Wales. |