Registration number:
Aurora Holdco Limited
for the Period from 1 January 2024 to 31 March 2025
Aurora Holdco Limited
Contents
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Company Information |
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Strategic Report |
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Director's Report |
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Statement of Director's Responsibilities |
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Independent Auditor's Report |
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Consolidated Income Statement |
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Consolidated Statement of Comprehensive Income |
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Consolidated Statement of Financial Position |
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Statement of Financial Position |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Aurora Holdco Limited
Company Information
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Director |
Emanuel Johnsson |
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Company secretary |
Goodwille Limited |
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Registered office |
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Independent auditors |
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Aurora Holdco Limited
Strategic Report
for the period from 1 January 2024 to 31 March 2025
The director presents the strategic report for the period from 1 January 2024 to 31 March 2025 for the consolidated financial statements for Aurora Holdco Limited ("the company") and its subsidiaries (together "the group").
Fair review of the business
Aurora Holdco Limited, a UK-based company, serves as the parent organisation for three primary groups of companies established as part of the Group's acquisition by its ultimate parent, Verdane Fund Manager AB, an AIF investment management firm. The acquisition took place on 22nd October 2021, and includes Aurora Topco 1 Limited, Aurora Topco 2 Limited, and Aurora Topco 3 Oy.
Aurora Topco 1 Limited (trading as Purity Soft Drinks) focuses on the production and distribution of branded soft drinks, catering to the UK Retail and Foodservice sectors. In addition to serving the domestic market, the group also exports its products to several international markets, extending its reach and contributing to the growth of the company.
Aurora Topco 2 Limited (trading as WoolOvers) operates as an international direct-to-consumer retailer, having supplied over one million customers worldwide with high-quality men's and women's classic and contemporary styles. The group's products are primarily manufactured using natural fibre yarns and are distributed predominantly through online and mail order channels, offering customers a seamless and convenient shopping experience.
Aurora Topco 3 Oy (trading as Lumene) is a Finnish group specialising in comprehensive beauty solutions, with a diverse portfolio of brands, including the skin care and colour cosmetics brand Lumene and the hair cosmetics brand Cutrin. The group is dedicated to creating innovative and effective products, with most of its offerings developed and manufactured at Lumene Oy's production facility in Espoo, Finland.
A significant development during the period was the partial realisation of the Group's investment in Aurora Topco 3 Oy. Aurora Holdco Limited completed the partial disposal of its interest in Aurora Topco 3 Oy, with the proceeds of the transaction subsequently distributed as a dividend to the Group's parent company, Aurora Holdco AB. This transaction represents an important milestone in delivering value to the Group's stakeholders and reflects the continued confidence of the ultimate parent in the performance and prospects of the Lumene group.
Together, these groups under Aurora Holdco Limited have successfully positioned themselves in their respective markets and continue to strive for excellence, driving growth and delivering value to their customers and stakeholders. As the parent company, Aurora Holdco Limited remains committed to supporting the growth and development of its subsidiaries, fostering a collaborative environment that allows them to thrive and create a lasting impact in their industries.
Aurora Holdco Limited
Strategic Report
for the period from 1 January 2024 to 31 March 2025 (continued)
Key Performance Indicators
To measure the performance and progress of the group, several Key Performance Indicators (KPIs) have been established, which are monitored and analysed on a regular basis. These KPIs include, but are not limited to:
1. Revenue growth: This KPI measures the increase in sales across all subsidiaries, reflecting the group's ability to expand its market presence and customer base.
2. Gross margin: This KPI assesses the profitability of the group's products and services, highlighting the efficiency of its operations and cost management strategies.
3. Customer satisfaction: By tracking customer feedback and satisfaction levels, the group can identify areas for improvement and ensure that its products and services continue to meet customer expectations.
4. Employee engagement and retention: This KPI evaluates the group's success in creating a positive work environment that fosters employee satisfaction, development, and loyalty.
Principal risks and uncertainties
The group identifies several key business risks and uncertainties that could potentially impact its operations, including competition, economic climate, and consumer demand. To effectively manage these risks, the group implements a robust monitoring system, utilising various key performance indicators as part of its monthly accounting and management reporting processes. This enables the group to proactively identify, assess, and mitigate potential risks and challenges.
To further strengthen its position against the risks posed by the economic climate and consumer demand, the group continually works on enhancing its brand awareness and broadening its customer demographic appeal. By investing in marketing and product development initiatives, the group aims to create a diversified and resilient brand portfolio that caters to a wide range of customer preferences and market trends.
Financial Risk Management
The group recognises the importance of managing financial risks to ensure the stability and sustainability of its operations. Key financial risks include currency fluctuations, interest rate changes, and credit risk. To mitigate these risks, the group has implemented the following measures:
1. Currency risk management: The group actively monitors its exposure to currency fluctuations and, where appropriate, employs hedging strategies to minimise the impact of exchange rate movements on its financial performance.
2. Interest rate risk management: The group regularly reviews its debt structure and interest rate exposure, considering refinancing options and interest rate swaps to manage its interest rate risk.
3. Credit risk management:The group maintains strict credit control policies, including regular credit assessments of customers and suppliers, to minimise the risk of bad debts and financial losses.
Aurora Holdco Limited
Strategic Report
for the period from 1 January 2024 to 31 March 2025 (continued)
Section 172(1) statement
In fulfilling its duties under Section 172(1), the board acts in good faith to promote the success of the company by implementing the group's strategy, which focuses on providing sustainable products to an ever-growing global customer base. This strategic approach allows the company to remain flexible, competitive, and resilient in the face of a rapidly changing market landscape.
Engagement with employees
Recognising the critical role that its workforce plays in the ongoing success of the business, the group is committed to fostering a positive working environment that encourages forward thinking, problem-solving, and collaboration. The group continues to invest in employee development and growth, with a focus on promoting from within wherever possible. This not only helps in retaining talent but also creates a culture of continuous improvement and innovation.
Engagement with suppliers, customers and other relationships
At the core of the group's business philosophy is its commitment to nurturing strong relationships with all stakeholders, with customers being the top priority. The customer service team works diligently to deliver high-quality products that customers love while ensuring a quick and friendly service experience. The group continually seeks customer feedback, using it as a valuable resource to identify areas of improvement and to maintain high levels of customer satisfaction.
Supplier relationships are also of paramount importance to the group. The group actively supports its suppliers, offering assistance and collaboration where others may not. It is a key aspect of the group's strategy to maintain open communication channels and foster strong relationships with all suppliers, regardless of size. By working closely with its suppliers, the group can ensure a reliable and sustainable supply chain that contributes to the overall success of the business.
Future Developments
As the group looks to the future, it aims to capitalise on growth opportunities and further strengthen its position in the market. Key areas of focus for future developments include:
1. Expansion into new markets: The group will continue to explore opportunities for international growth, leveraging its existing expertise and resources to establish a presence in new markets and broaden its customer base.
2. Product innovation: The group will invest in research and development to create new, innovative products that cater to evolving customer needs and preferences, ensuring that its product offerings remain relevant and competitive.
3. Digital transformation: The group will continue to enhance its digital capabilities, including e-commerce platforms and online marketing strategies, to improve customer engagement and drive sales growth.
4. Sustainability initiatives: The group will further its commitment to sustainability by implementing environmentally friendly practices across its operations, as well as developing products that promote sustainable consumption.
Aurora Holdco Limited
Strategic Report
for the period from 1 January 2024 to 31 March 2025 (continued)
In conclusion, Aurora Holdco Limited remains committed to supporting the growth and development of its subsidiaries, while also focusing on key strategic initiatives that will drive long-term value creation for all stakeholders. By closely monitoring its KPIs, managing financial risks, and investing in future developments, the group aims to achieve sustainable growth and success in the years to come.
Approved and authorised by the
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Aurora Holdco Limited
Director's Report
for the Period from 1 January 2024 to 31 March 2025
The report and the for the period from 1 January 2024 to 31 March 2025.This report provides an overview of the company's performance, significant events, and relevant updates that occurred during this period.
Director of the group
The director who held office during the period and up to the date of approval of this report was as follows:
Dividends
During the 15 month period ended 31 March 2025, the company paid dividends totalling £38,523,000 (year ended 31 December 2023: £nil).
The director does not recommend the payment of an additional dividend for the period ended 31 March 2025.
Information included in the Strategic Report
The group has chosen in accordance with Companies Act 2006. s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 Sch. 7 to be contained in the directors' report.
Employment of disabled persons
The group gives full consideration to applications for employment from disabled persons, where the candidate’s skills and abilities match the requirements of the role. Appropriate arrangements are made to support employees who become disabled during their employment and to provide equal opportunities for training, career development and promotion.
Going concern
The director has thoroughly reviewed the financial projections for the company and the group and have concluded that there is a reasonable expectation that the company and its group have adequate resources to continue in operational existence for the foreseeable future. As a result, the going concern basis has been adopted in preparing the annual financial statements.
Events after the financial period
There have been no other significant events between the year end and the date of approval of these accounts which would require a change to, or disclosure in, the financial statements.
Director's liabilities
The company has made qualifying third party indemnity provisions for the benefit of its director which were made during the year and remain in force at the date of this report.
Disclosure of information to the auditor
The director has fulfilled his responsibilities by taking all necessary steps to ensure that the company's auditor is aware of any relevant audit information (as defined by Section 418 of the Companies Act 2006) and has established that the auditor is, indeed, informed of such information. The director confirms that there is no relevant information that the auditor is unaware of.
Aurora Holdco Limited
Director's Report
for the Period from 1 January 2024 to 31 March 2025 (continued)
Reappointment of auditors
The auditors Shaw Gibbs (Audit) Limited are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Approved and authorised by the
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Aurora Holdco Limited
Statement of Director's Responsibilities
The responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless 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 director is required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The director is 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 to ensure that the financial statements comply with the Companies Act 2006. 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.
Aurora Holdco Limited
Independent Auditor's Report
to the Members of Aurora Holdco Limited
Opinion
We have audited the financial statements of Aurora Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 1 January 2024 to 31 March 2025, which comprise the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Statement of Financial Position, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated 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 31 March 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.
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 director with respect to going concern are described in the relevant sections of this report.
Other information
The director 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.
Aurora Holdco Limited
Independent Auditor's Report
to the Members of Aurora Holdco Limited (continued)
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:
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the information given in the Strategic Report and Director's Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Director's 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 Director's 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 director's remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of the director
As explained more fully in the Statement of Director's Responsibilities [set out on page 8], the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Aurora Holdco Limited
Independent Auditor's Report
to the Members of Aurora Holdco Limited (continued)
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:
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Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
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the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
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we obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the laws and regulations applicable to the company through discussions with directors and other management, and from our cumulative audit and commercial knowledge and experience of the company; |
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we focused on specific laws and regulations which we considered may have a direct material effect on the determination of material amounts and disclosures in the financial statements or the operations of the company, including the Companies Act 2006, The Equality Act 2010, taxation legislation, anti-bribery, employment law and health and safety legislation. We also considered and identified laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty, including the Bribery Act and the Data Protection Act 2018; |
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we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
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identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
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We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
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making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
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considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
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We are also required to perform specific procedures to respond to the risk of management bias and override of controls. To address this, we performed analytical procedures to identify any unusual or unexpected relationships and tested journal entries to identify unusual transactions. |
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In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
Aurora Holdco Limited
Independent Auditor's Report
to the Members of Aurora Holdco Limited (continued)
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agreeing financial statements to disclosures underlying supporting documentation; |
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enquiring of management as to actual and potential litigation and claims; and |
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reviewing correspondence with HMRC, analysing legal costs to ascertain if there have been instances of non-compliance with laws and regulations. |
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reviewing responses to component audit questionnaires from component auditors. |
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There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
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.
Use of our report
This report is made solely to the company’s member, 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 member 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 member as a body, for our audit work, for this report, or for the opinions we have formed.
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For and on behalf of
19 Cedar Road
Sutton
Surrey
SM2 5DA
Aurora Holdco Limited
Consolidated Income Statement
for the Period from 1 January 2024 to 31 March 2025
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Note |
2025 |
2023 |
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|
Revenue |
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Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Distribution costs |
( |
( |
|
|
Administrative expenses |
( |
( |
|
|
Other operating income |
|
- |
|
|
Operating profit |
|
|
|
|
Exceptional costs |
( |
- |
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
(1,922) |
(1,758) |
||
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Profit before tax |
|
|
|
|
Tax on profit |
( |
( |
|
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Profit for the financial period |
|
|
|
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Profit/(loss) attributable to: |
|||
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Owners of the company |
|
|
|
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Non-controlling interests |
|
|
|
|
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The above results were derived from continuing operations.
Aurora Holdco Limited
Consolidated Statement of Comprehensive Income
for the Period from 1 January 2024 to 31 March 2025
|
2025 |
2023 |
|
|
Profit for the period |
|
|
|
Foreign currency translation losses |
( |
( |
|
Total comprehensive income for the period |
|
( |
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Total comprehensive income attributable to: |
||
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Owners of the company |
|
( |
|
Non-controlling interests |
|
|
|
|
( |
Aurora Holdco Limited
(Registration number: 13586953)
Consolidated Statement of Financial Position
as at 31 March 2025
|
Note |
2025 |
2023 |
|
|
Non-current assets |
|||
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Intangible assets |
|
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Property, plant and equipment |
|
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Receivables |
|
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|
|
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Current assets |
|||
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Inventories |
|
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Receivables |
|
|
|
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Cash at bank and in hand |
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|
|
|
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||
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Payables: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Payables: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
( |
- |
|
|
Net assets |
|
|
|
|
Equity |
|||
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Called up share capital |
893 |
893 |
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Share premium reserve |
- |
80,428 |
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Foreign currency translation |
(1,213) |
(67) |
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Retained earnings |
84,136 |
(8,682) |
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Equity attributable to owners of the company |
83,816 |
72,572 |
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Minority interests |
(34) |
4,431 |
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Shareholders' funds |
83,782 |
77,003 |
The financial statements were approved and authorised by the
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Aurora Holdco Limited
(Registration number: 13586953)
Statement of Financial Position as at 31 March 2025
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Note |
2025 |
2023 |
|
|
Non-current assets |
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Investments |
|
|
|
|
Current assets |
|||
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Receivables |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
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Payables: Amounts falling due within one year |
( |
- |
|
|
Net current assets |
|
|
|
|
Net assets |
|
|
|
|
Equity |
|||
|
Called up share capital |
893 |
893 |
|
|
Share premium reserve |
- |
80,428 |
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Retained earnings |
61,847 |
213 |
|
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Shareholders' funds |
62,740 |
81,534 |
As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company made a profit after tax for the financial period of £19,009,610 (2023: profit of £54,960).
The financial statements were approved and authorised by the
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Aurora Holdco Limited
Consolidated Statement of Changes in Equity
for the Period from 1 January 2024 to 31 March 2025
Equity attributable to the parent company
|
Share capital |
Share premium |
Foreign currency translation |
Retained earnings |
Total |
Non- controlling interests |
Total equity |
|
|
At 1 January 2024 |
|
|
( |
( |
|
|
|
|
Profit for the period |
- |
- |
- |
|
|
|
|
|
Other comprehensive income |
- |
- |
( |
- |
( |
( |
( |
|
Total comprehensive income |
- |
- |
( |
|
|
|
|
|
New share capital subscribed (subsidiary) |
- |
- |
- |
- |
- |
|
|
|
Capital reduction |
- |
( |
- |
|
- |
- |
- |
|
Dividends |
- |
- |
- |
( |
( |
( |
( |
|
Transactions between owners |
- |
- |
|
|
|
( |
|
|
At 31 March 2025 |
|
- |
( |
|
|
( |
|
Aurora Holdco Limited
Consolidated Statement of Changes in Equity
for the Period from 1 January 2024 to 31 March 2025 (continued)
Equity attributable to the parent company
|
Share capital |
Share premium |
Foreign currency translation reserve |
Retained earnings |
Total |
Non-controlling interests - Equity |
Total equity |
|
|
At 1 January 2023 |
|
|
|
( |
|
|
|
|
Profit for the period |
- |
- |
- |
|
|
|
|
|
Other comprehensive income |
- |
- |
( |
- |
( |
( |
( |
|
Total comprehensive income |
- |
- |
( |
|
( |
|
( |
|
New share capital subscribed |
- |
- |
- |
- |
- |
|
|
|
Other share premium reserve movements |
- |
( |
- |
- |
( |
- |
( |
|
At 31 December 2023 |
893 |
80,428 |
(67) |
(8,682) |
72,572 |
4,431 |
77,003 |
Aurora Holdco Limited
Statement of Changes in Equity
for the
Period from 1 January 2024 to 31 March 2025
|
Share capital |
Share premium |
Retained earnings |
Total |
|
|
At 1 January 2024 |
|
|
|
|
|
Profit for the period |
- |
- |
|
|
|
Capital reduction |
- |
( |
|
- |
|
Dividends |
- |
- |
( |
( |
|
At 31 March 2025 |
|
- |
|
|
|
Share capital |
Share premium |
Retained earnings |
Total |
|
|
At 1 January 2023 |
|
|
|
|
|
Loss for the period |
- |
- |
( |
( |
|
Other share premium movement |
- |
( |
- |
( |
|
At 31 December 2023 |
893 |
80,428 |
213 |
81,534 |
Aurora Holdco Limited
Consolidated Statement of Cash Flows
for the Period from 1 January 2024 to 31 March 2025
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Note |
2025 |
2023 |
|
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Cash flows from operating activities |
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Profit for the period |
|
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Adjustments to cash flows from non-cash items |
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Depreciation and amortisation |
|
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|
|
Impairment of goodwill |
|
- |
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
|
|
|
|
|
||
|
Working capital adjustments |
|||
|
Increase in inventories |
( |
( |
|
|
Increase in receivables |
( |
( |
|
|
Increase in payables |
|
|
|
|
Increase in provisions |
|
- |
|
|
Decrease in deferred income, including government grants |
- |
( |
|
|
Cash generated from operations |
|
|
|
|
Income taxes received/(paid) |
|
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of property, plant and equipment |
( |
( |
|
|
Acquisition of intangible assets |
|
( |
|
|
Proceeds from sale of property, plant and equipment |
- |
|
|
|
Proceeds from sale of intangible assets |
- |
|
|
|
Proceeds from disposal of investments in joint ventures and associates |
|
- |
|
|
Net cash flows from investing activities |
|
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from issue of ordinary shares, net of issue costs |
|
|
|
|
Proceeds from bank borrowing draw downs |
|
( |
|
|
Repayment of other borrowing |
|
- |
|
|
Dividends paid |
( |
- |
|
|
Net cash flows from financing activities |
( |
( |
|
Aurora Holdco Limited
Consolidated Statement of Cash Flows
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
Note |
2025 |
2023 |
|
|
Net increase in cash and cash equivalents |
|
|
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Effect of exchange rate fluctuations on cash held |
( |
( |
|
|
Cash and cash equivalents at 31 March |
24,340 |
24,268 |
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales. The address of the registered office is given on page 1. The nature of the company and group’s operations and its principal activities are set out in the strategic report on page 2.
The group consists of Aurora Holdco Limited and all of its subsidiaries.
These financial statements were authorised for issue by the
|
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 UK and Republic of Ireland' and the requirements of 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.
The functional currency of the company is considered to be pound sterling (£) because that is the currency of the primary economic environment in which the company operates. The financial statements are presented in pound sterling (£).
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2025 except for the financial statements of AuroraTopco 3 Oy group which was drawn up to 31 December 2024. As permitted under Section 9 of FRS 102, the financial statements of the AuroraTopco 3 Oy group, used in the preparation of the consolidated financial statements were prepared to 31 December 2024. This reporting date differs from that of the Group due to established local reporting requirements and administrative practices.
In preparing the consolidated financial statements for the year ended 31 March 2025, adjustments have been made for the effects of significant transactions or events that occurred in the intervening period from 1 January 2025 to 31 March 2025, where material to the Group financial statements.
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 Income statement 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.
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
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.
Changes in ownership interest in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Parent's interest and non-controlling interest is adjusted to reflect changes in their relative interest in the subsidiaries. Any difference between the amount of non-controlling interest and the fair value of the consideration paid or received is recognised directly in equity an attributed to the Parent.
If control over a subsidiary is lost, the difference between (a) the sum of the fair value of consideration received and the fair value of remaining interest and (b) assets (including goodwill), liabilities and the previous carrying amount of non-controlling interest of the subsidiary, is recognised in the income statement as profit or loss on disposal.
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
Going concern
The director has thoroughly reviewed the financial projections for the company and the group and have concluded that there is a reasonable expectation that the company and its group have adequate resources to continue in operational existence for the foreseeable future. As a result, the going concern basis has been adopted in preparing the annual financial statements.
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Judgements
Carrying value of goodwill - the key judgements involved in assessing the carrying value of goodwill and intangible assets include estimation of future cash flows and profitability of the business and the selection of a suitable discount rate. |
Carrying value of fixed asset investments - fixed asset investments are shown at cost less provision for impairment. The carrying values of fixed asset investments are reviewed for impairment when an event or changes in circumstances indicate the carrying value may not be fully recoverable. |
Depreciation of property, plant and equipment - the cost of these assets less its estimated residual value is depreciated on a straight line basis over their estimated useful lives. Management estimates the useful lives of these assets to be between 3 to 50 years. Changes in the expected level of usage and technical developments could impact the economic useful lives and the residual value of these assets. Therefore future depreciation charges could be revised. |
Net realisable value of inventories - the group makes an estimate of the net realisable value of inventories which is based on assessments of future sales. |
Key sources of estimation uncertainty
In the application of the group'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. The key sources of estimation uncertainty are as follows.
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Impairment of goodwill, intangible assets and investments - the Group reviews goodwill, intangible assets and investments for impairment where indicators of impairment exist. The assessment of recoverable amounts requires estimates of future cash flows, growth rates and discount rates.
Depreciation and amortisation - tangible and intangible assets are depreciated or amortised over their estimated useful economic lives. The assessment of useful lives and residual values requires management judgement.
Stock valuation and work in progress - provisions against inventory and work in progress are made where costs are not expected to be recoverable or where net realisable value is lower than cost. Estimates are based on expected selling prices, future demand and costs to complete.
Sales returns and doubtful debts - provisions for sales returns and doubtful debts are based on historical experience, ageing analysis and management’s assessment of recoverability and expected returns.
Gift cards - income relating to gift cards is recognised based on expected redemption patterns and historical usage trends.
Revenue recognition
Revenue 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. Revenue is shown net of sales/value added tax, returns 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 group and specific criteria have been met for each of the group's activities.
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received. Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Finance income and costs policy
Interest payable and similar charges include interest payable. finance charges on shares classified as liabilities and finance leases recognised in profit or loss using the effective interest method, unwinding of the discount on provisions, and net foreign exchange losses that are recognised In the profit and loss account (see foreign currency accounting policy).
Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method. Dividend income is recognised in the profit and loss account on the date the group's right to receive payments is established. Foreign currency gains and losses are reported on a net basis.
Foreign currency transactions and balances
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.
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
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.
Property, plant and equipment
Property, plant and equipment are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of property, plant and equipment includes directly attributable incremental costs incurred in their acquisition and installation.
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 |
|
Land and buildings |
10 to 50 years straight-line basis |
|
Fixtures and fittings |
3 years straight-line basis |
|
Office equipment |
3 to 4 years straight-line basis |
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset and is recognised in the profit and loss account.
Intangible fixed assets - 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.
For the purposes of impairment testing. goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired.when the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Intangible assets other than goodwill
Separately acquired trademarks and licences are shown at historical cost.
Trademarks, licences (including software) and customer-related intangible assets acquired in a business combination are recognised at fair value at the acquisition date.
Trademarks, licences and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
5-10 years straight-line basis |
|
Computer software |
2 to 5 years straight-line basis |
|
Brand names |
5 years straight-line basis |
|
Customer base |
5 years straight-line basis |
The group reviews the amortisation period and method when events and circumstances indicate that the useful life may have changed since the last reporting date.
Goodwill and other intangible assets are tested for impairment in accordance with Section 27 of FRS 102 Impairment of assets when there is an indication that goodwill or an intangible asset may be impaired.
Investments
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Where an item of inventory (or a group of inventories) is impaired, the group reduces the carrying amount to its selling price less costs to complete and sell. The resulting impairment loss is recognised in profit and loss.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted lo their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
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.
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Receivables
Receivables 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 receivables 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.
Inventories
Inventories 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, inventories are assessed for impairment. If inventories 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
Payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade and other payables 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 and other payables that are payable within one year and do not constitute a financing transaction are recorded at the undiscounted amount expected to be paid. Those that are payable after more than one year or that constitute a financing transaction are recorded initially at transaction price and subsequently at amortised cost using the effective interest method.
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 income statement 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.
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Provisions
Provisions are recognised when the group has an obligation at the reporting date as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
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.
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.
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.
Financial instruments
Classification
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
Revenue |
The analysis of the group's Revenue for the period from continuing operations is as follows:
|
2025 |
2023 |
|
|
Sale of goods |
|
|
|
Other revenue |
|
|
|
|
|
The analysis of the group's Revenue for the period by market is as follows:
|
2025 |
2023 |
|
|
UK |
|
|
|
Europe |
|
|
|
Rest of world |
|
|
|
|
|
|
Other operating income |
The analysis of the group's other operating income for the period is as follows:
|
2025 |
2023 |
|
|
Miscellaneous other operating income |
|
- |
|
Exceptional item |
The analysis of the group's exceptional costs for the period is as follows:
|
2025 |
2023 |
|
|
Exceptional costs - acquisition of trade |
569 |
- |
|
Exceptional costs - impairment of intangibles |
630 |
- |
|
1,199 |
- |
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
Operating profit |
Arrived at after charging/(crediting)
|
2025 |
2023 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Research and development cost |
|
- |
|
Foreign exchange losses/(gains) |
|
( |
|
Other interest receivable and similar income |
|
2025 |
2023 |
|
|
Other interest receivable |
|
|
|
Interest payable and similar expenses |
|
2025 |
2023 |
|
|
Interest expense on other finance liabilities |
|
|
|
Staff costs |
The aggregate payroll costs (including director's remuneration) were as follows:
|
2025 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including the director) during the period, analysed by category was as follows:
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
9 |
Staff costs (continued) |
|
2025 |
2023 |
|
|
Production |
|
|
|
Administration and support |
|
|
|
Sales |
|
|
|
Other departments |
|
|
|
|
|
|
Director's remuneration |
No remuneration was paid to the director during the period. He was remunerated by another group undertaking.
|
Auditors' remuneration |
|
2025 |
2023 |
|
|
Audit of the financial statements of the group and company |
28 |
23 |
|
Other fees to auditors |
||
|
Taxation compliance services |
|
|
|
All other non-audit services |
|
|
|
|
|
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
Taxation |
Tax charged/(credited) in the consolidated income statement
|
2025 |
2023 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
UK corporation tax adjustment to prior periods |
( |
- |
|
4,793 |
1,565 |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
( |
|
|
Tax expense in the income statement |
|
|
The standard rate of UK corporation tax applied to the reported profit before tax for the period is
The difference between the total tax charge shown above and the amount calculated by applying the standard rate of UK corporation tax to the profit before tax is as follows:
|
2025 |
2023 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Effect of expense not deductible for tax |
( |
|
|
Effect of tax losses |
- |
|
|
(Decrease)/increase in current tax from adjustment for prior periods |
( |
|
|
Tax increase from effect of capital allowances and depreciation |
|
|
|
Effect of revenues exempt from taxation |
|
- |
|
Effect of foreign tax rates |
( |
- |
|
Deferred tax expense from a prior period |
|
- |
|
Deferred tax expense relating to changes in tax rates or laws |
|
- |
|
Tax increase from effect of unrelieved loss on foreign subsidiaries |
- |
|
|
Other tax effects |
( |
( |
|
Total tax charge |
|
|
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
Intangible assets |
Group
|
Goodwill |
Intangible rights |
Other capitalised expenditure |
Other intangible assets |
Total |
|
|
Cost |
|||||
|
At 1 January 2024 |
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
Acquired through business combinations |
( |
- |
- |
|
( |
|
Disposals |
( |
- |
( |
( |
( |
|
Transfers between intangible classes |
- |
65 |
215 |
28 |
308 |
|
Foreign exchange movements |
( |
|
|
( |
( |
|
At 31 March 2025 |
|
|
|
|
|
|
Amortisation |
|||||
|
At 1 January 2024 |
|
|
( |
|
|
|
Amortisation charge |
|
|
|
|
|
|
Amortisation eliminated on disposals |
( |
- |
( |
|
( |
|
Impairment |
|
- |
- |
- |
|
|
Foreign exchange movements |
( |
|
|
( |
|
|
At 31 March 2025 |
|
|
|
|
|
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
13 |
Intangible assets (continued) |
|
Goodwill |
Intangible rights |
Other capitalised expenditure |
Other intangible assets |
Total |
|
|
Carrying amount |
|||||
|
At 31 March 2025 |
|
|
|
|
|
|
At 31 December 2023 |
|
|
|
|
|
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
Property, plant and equipment |
Group
|
Land and buildings |
Furniture, fittings and equipment |
Properties under construction |
Other |
Total |
|
|
Cost |
|||||
|
At 1 January 2024 |
|
|
- |
|
|
|
Additions |
|
|
|
- |
|
|
Acquired through business combinations |
|
|
- |
- |
|
|
Disposals |
- |
( |
- |
- |
( |
|
Transfers |
- |
( |
- |
- |
( |
|
Foreign exchange movements |
|
- |
- |
- |
|
|
At 31 March 2025 |
|
|
|
|
|
|
Depreciation |
|||||
|
At 1 January 2024 |
|
|
- |
|
|
|
Charge for the period |
|
|
- |
|
|
|
Transfers |
- |
( |
- |
- |
( |
|
At 31 March 2025 |
|
|
- |
|
|
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
14 |
Property, plant and equipment (continued) |
|
Land and buildings |
Furniture, fittings and equipment |
Properties under construction |
Other |
Total |
|
|
Carrying amount |
|||||
|
At 31 March 2025 |
|
|
|
|
|
|
At 31 December 2023 |
|
|
- |
|
|
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
14 |
Property, plant and equipment (continued) |
Included within the net book value of land and buildings above is £4,093,292 (2023 - £4,220,797) in respect of freehold land and buildings.
|
Investments |
Company
|
2025 |
2023 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ 000 |
|
Cost |
|
|
At 1 January 2024 |
|
|
Disposals |
( |
|
At 31 March 2025 |
|
|
Carrying amount |
|
|
At 31 March 2025 |
|
|
At 31 December 2023 |
|
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Country of incorporation |
Holding |
Proportion of voting rights and shares held |
|
|
2025 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
England & Wales |
Ordinary |
|
|
|
|
England & Wales |
Ordinary |
|
|
|
|
Finland |
Ordinary |
|
|
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
15 |
Investments (continued) |
Indirect subsidiary undertakings
The consolidated financial statements include the financial statements of Aurora Topco 1 Limited and its wholly owned subsidiary undertakings; Aurora Bidco 1 Limited, Purity Soft Drinks Limited, Juiceburst Limited, JB Drinks Limited, JB Propco Limited and Firefly Tonics Limited. These subsidiaries are all registered in England and Wales and the principal activities of the Aurora Topco 1 group is the manufacturing of branded soft drinks for the UK Retail and Foodservice sectors as well as exporting to several global markets.
The consolidated financial statements include the financial statements of Aurora Topco 2 Limited and its wholly owned subsidiary undertakings; Wourth Group Limited, Olive Debtco Limited, Olive Midco Limited, Olive Bidco Limited, Woolovers Limited, PureCollection Holdco Limited, Pure Collection Cashmere Limited, Scotts (2023) Limited, Chester Berry Limited, Thought Limited, All About Cashmere Limited, Hotter Shoes Limited, Peter Hahn AG, Peter Hahn GmBH, Peter Hahn Nederland BV, Peter Hahn Grundstuck GmBH, TriStyle Brands GmBH, Museum Selections Ltd and Pia Jewellery Direct Ltd. These subsidiaries are all registered in England and Wales (except for the Peter Hahn entities which are registered in Germany, Austria, Switzerland and the Netherlands) and the principal activities of the Aurora Topco 2 group is that of an international direct-to-consumer retailer, supplying over one million customers to date with high quality men's and women's classic and contemporary styles manufactured in natural fibre yarns principally via online and mail order channels.
The consolidated financial statements include the financial statements of Aurora Topco 3 Oy and its wholly owned subsidiary undertakings; Aurora Bidco 3 Oy, Lumene Holding Oy's, Lumene Oy, Cutrin Oy, and Lumene Eastern Holdings Oy (all registered in Finland) and L-Beauty LLC registered in Russia and Lumene North America LLC registered in the United States. The Aurora Topco 3 Oy group is an expert in comprehensive beauty, whose brands include the skin care and colour cosmetics brand Lumene and the hair cosmetics brand Cutrin. The group's products are mainly developed and manufactured at Lumene Oy's production facility in Espoo.
|
Inventories |
|
Group |
Company |
|||
|
2025 |
2023 |
2025 |
2023 |
|
|
Raw materials and consumables |
|
|
- |
- |
|
Finished goods and goods for resale |
|
|
- |
- |
|
|
|
- |
- |
|
Changes in finished goods recognised as cost of sales in the period amounted to £26,958,475 (2023: 21,598,316).
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
Receivables |
|
Group |
Company |
|||
|
Current |
2025 |
2023 |
2025 |
2023 |
|
Trade receivables |
|
|
- |
- |
|
Amount owed by group undertaking |
- |
- |
- |
|
|
Other receivables |
|
|
|
|
|
Corporation tax |
|
|
- |
- |
|
Deferred tax assets |
|
|
- |
- |
|
Prepayments and accrued income |
|
|
- |
- |
|
|
|
|
|
|
|
Group |
Company |
|||
|
Non-current |
2025 |
2023 |
2025 |
2023 |
|
Other receivables |
|
|
- |
- |
|
|
|
- |
- |
|
The amount owed by group undertaking is unsecured, repayable on demand and interest free.
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2025 |
2023 |
2025 |
2023 |
|
|
Cash at bank |
|
|
|
|
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
Payables |
|
Group |
Company |
||||
|
Note |
2025 |
2023 |
2025 |
2023 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Trade payables |
|
|
- |
- |
|
|
Amounts owed to group undertakings |
|
|
|
- |
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Corporation tax |
5,174 |
167 |
- |
- |
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other payables |
|
|
- |
- |
|
|
Accrued expenses |
|
|
- |
- |
|
|
|
|
|
- |
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Other financial liabilities |
|
|
- |
- |
|
|
21,620 |
20,616 |
- |
- |
||
The amounts owed to group undertakings is unsecured, repayable on demand and is interest free,
|
Provisions for liabilities |
Group
|
Deferred tax |
Other provisions |
Total |
|
|
Increase (decrease) in existing provisions |
|
|
|
|
At 31 March 2025 |
|
|
|
|
|
|||
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
20 |
Provisions for liabilities (continued) |
Depreciation in advance of capital allowances, Retirement benefit obligations and other temporary timing differences.
Other provision represents dilapidation provisions in respect of leasehold properties.
Company
|
|
The company has no deferred tax liability.
|
Share capital and reserves |
Allotted, called up and fully paid shares
|
2025 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
893,211.38 |
|
893,211.38 |
|
|
|
0.03 |
|
0.03 |
|
|
|
|
|
|
Rights, preferences and restrictions
|
Ordinary shares have the following rights, preferences and restrictions: |
|
B shares have the following rights, preferences and restrictions: |
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
21 |
Share capital and reserves (continued) |
Reserves
The retained earnings reserve represents cumulative profits or losses net of dividends paid and other adjustments.
Share premium represents the amount paid in excess of the nominal value of the shares held in the company's direct subsidiary undertakings. This reserve is not distributable.
The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of subsidiaries that have a different functional currency from the presentation currency. Exchange differences arising are classified as equity and transferred to the Group’s translation reserve. Such translation differences are recognised in the income statement in the period in which the operation is disposed of.
|
Non-controlling interests |
The non-controlling interests relate to:
Aurora TopCo 1 Ltd of which 13% (2023 - 13%) of the voting rights are held outside of the group.
Aurora TopCo 2 Ltd of which 20% (2023 - 20%) of the voting rights are held outside of the group.
Aurora TopCo 3 Oy of which 44% (2023 - 3%) of the voting rights are held outside of the group.
|
Pension schemes |
Defined contribution pension scheme
The group operates defined contribution pension schemes. The pension cost charge for the period represents contributions payable by the group to the schemes and amounted to £2,457,076 (2023 - £
Contributions totalling £
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2025 |
2023 |
2025 |
2023 |
|
|
Bank borrowings |
|
|
- |
- |
|
Other borrowings |
|
- |
- |
- |
|
|
|
- |
- |
|
Current loans and borrowings
|
Group |
Company |
|||
|
2025 |
2023 |
2025 |
2023 |
|
|
Bank borrowings |
|
|
- |
- |
Group
Bank borrowings
|
The group has given securities in the form of company mortgages and shares in subsidiary undertaking amounting to €65,000,000. In addition intra group loans, IP rights and EU-trade marks of Lumene Oy and Cutrin Oy have been pledged. |
Included in the loans and borrowings are the following amounts due after more than five years:
|
2025 |
2023 |
|
|
After more than five years not by instalments |
- |
|
Bank loans and overdrafts after five years
The group's loan repayable by instalments (Facility A) is repayable in full by October 2028 and the loan not repayable by instalment (Facility B) is due for repayment in October 2029. The loans are subject to interest at 3.5% and 4% above Euribor 3 months on Facility A and Facility B respectively.
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
Obligations under leases |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2025 |
2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
|
|
|
|
|
|
Dividends |
|
2025 |
2023 |
|||
|
£ 000 |
£ 000 |
|||
|
Final dividend of £ |
32,823 |
- |
||
|
Interim dividend of £ |
5,700 |
- |
||
|
38,523 |
- |
|||
The final dividends paid during the period include distributions made by subsidiary undertakings to non-controlling interests amounting to £719,000 (2023: £nil)
|
Related party transactions |
Group
Transactions between the company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
Company
The company is a wholly owned subsidiary member of its group and has therefore taken advantage of the provisions of Section 33. 1A of FRS 102 the "The Financial Reporting Standard applicable in the UK and Republic of Ireland" not to disclose transactions with entities that are wholly owned members of the group.
There were no other related party transactions to disclose.
Aurora Holdco Limited
Notes to the Financial Statements
for the Period from 1 January 2024 to 31 March 2025 (continued)
|
Parent and ultimate controlling party |
The company's parent undertaking is
The ultimate controlling party is a fund managed by Verdane Fund Manager AB, an investment management firm, by virtue of its majority shareholding in Aurora Holdco AB, c/o Verdane,Birger Jarlsgatan 41 A, Stockholm, SE11145, Sweden.
|
Non adjusting events after the financial period |
|
|