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Registered Number: 12929859
England and Wales

 

 

 

RO&ZO LIMITED



Unaudited Financial Statements
 


Period of accounts

Start date: 01 December 2024

End date: 30 November 2025
 

 
Notes

 
2025
£

  2024
£
(as restated)
Fixed assets      
Intangible fixed assets 3 1,248    1,498 
Tangible fixed assets 4 2,973    21,784 
4,221    23,282 
Current assets      
Stocks 5 1,516,594    1,218,824 
Debtors 6 658,485    765,634 
Cash at bank and in hand 172,020    29,687 
2,347,099    2,014,145 
Creditors: amount falling due within one year 7 (2,946,486)   (1,974,629)
Net current assets (599,387)   39,516 
 
Total assets less current liabilities (595,166)   62,798 
Creditors: amount falling due after more than one year 8 (1,458,445)   (1,028,538)
Net assets (2,053,611)   (965,740)
 

Capital and reserves
     
Called up share capital 164    137 
Share Premium Account 9 2,492,273    1,499,837 
Profit and loss account (4,546,048)   (2,465,714)
Shareholders' funds (2,053,611)   (965,740)
 


For the year ended 30 November 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:
  1. The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476.
  2. The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. In accordance with Section 444 of the Companies Act 2006, the profit and loss account has not been delivered to the Registrar of Companies.
The financial statements were approved by the board of directors on 26 August 2026 and were signed on its behalf by:


-------------------------------
Ms R Heather
Director
1
General Information
Ro&Zo Limited is a private company, limited by shares, registered in England and Wales, registration number 12929859, registration address 5th Floor, 361-373 City Road, London, EC1V 1LR.

The presentation currency is £ sterling.
1.

Accounting policies

Basis of preparation
The accounts have been prepared under the historical cost convention and in accordance with FRS 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by Section 1A of the standard).
Statement of compliance
The financial statements have been prepared in accordance with the Companies Act 2006 and FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland including Section 1A Small Entities.
Going concern basis
As at 30 November 2025, the company's total liabilities exceeded its total assets by £2,053,611 (2024: £965,740). In assessing the appropriateness of the going concern basis, the directors have given consideration to the following.


During the year ended 30 November 2025, the company completed a fundraising round in which 2,681 A Ordinary shares were issued to Pembroke VCT Plc, raising proceeds of £1,099,929. On 14 August 2025, the company also entered into an unsecured convertible loan agreement with Pembroke VCT Plc for a facility of up to £500,000, carrying interest at 8% per annum and repayable five years and one day from the date of the agreement, with an option for Pembroke VCT Plc to convert the outstanding balance into equity prior to the repayment date.

The directors have prepared cash flow forecasts for a period of not less than 12 months from the date of approval of these financial statements. Having regard to these forecasts, the proceeds of the equity fundraise, the availability of the convertible loan facility, and the continued support of Pembroke VCT Plc, the directors have a reasonable expectation that the company will have adequate resources to continue in operational existence for at least 12 months from the date of approval of the financial statements. Accordingly, the going concern basis of accounting continues to be adopted in preparing these financial statements.

Turnover
Turnover represents the fair value of consideration received or receivable from the sale of clothing and footwear, net of discounts, returns, value added tax and other sales taxes.

The company sells goods to customers through its own website and via third-party online marketplaces. Revenue is recognised when the significant risks and rewards of ownership have transferred to the customer, which is considered to occur upon dispatch of goods to the customer.

Where goods are sold through third-party platforms, turnover is recognised on a gross basis where the company acts as principal in the transaction. Commissions and fees payable to platform operators are recognised as a cost of sale.

Provision is made for expected returns based on historical return rates, and revenue is recognised only to the extent that it is probable that it will not be reversed when the right of return period expires.

Where sales are denominated in foreign currencies, turnover is translated at the exchange rate prevailing at the date of the transaction. Exchange gains and losses arising on settlement are recognised within other operating income.
Foreign currencies
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rate of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All foreign exchange differences are included to the profit and loss account.
Taxation
Taxation represents the sum of tax currently payable and deferred tax. Tax is recognised in the statement of income, except to the extent that it relates to items recognised in other comprehensive income or directly in capital and reserves.
The company’s liability for current tax is calculated using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Current and deferred tax assets and liabilities are not discounted
Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the reporting date.
Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the reporting date 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.
Current and deferred tax assets and liabilities are not discounted.
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Related parties
Related party relationships and transactions are identified in accordance with FRS 102. Transactions with related parties are recognised at the transaction amount, unless otherwise required by the standard. Where material related party transactions have occurred during the year, these are disclosed in the notes to the financial statements.
Intangible assets
Intangible assets (including purchased goodwill and patents) are amortised at rates calculated to write off the assets on a straight line basis over their estimated useful economic lives. Impairment of intangible assets is only reviewed where circumstances indicate that the carrying value of an asset may not be fully recoverable.
Licences and patents
Licences and patents are stated at cost less amortisation. Amortisation of licences is calculated on a straight line basis over the life of the licence. Amortisation of patents is calculated on a straight line basis over the estimated expected useful economic life of the patents of 10 years.
Tangible fixed assets
Tangible fixed assets, other than freehold land, are stated at cost or valuation less depreciation and any provision for impairment. Depreciation is provided at rates calculated to write off the cost or valuation of fixed assets, less their estimated residual value, over their expected useful lives on the following basis:
Computer Equipment 33.33% Straight Line
Stocks
Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow moving items. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
Share-based payments
Where the Company grants equity-settled share options to employees, the fair value of the options at the date of grant is recognised as an expense in the profit and loss account, with a corresponding credit to a share-based payment reserve within equity.

Where options vest immediately upon grant, the full fair value is recognised as an expense on the date of grant. Where options are subject to a vesting period, the fair value is spread on a straight-line basis over that period.

Fair value is measured at the date of grant using an appropriate option pricing model, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of options that vest, after excluding the effect of any non-market vesting conditions that are not expected to be met.
Where options lapse or are forfeited after the vesting date, no adjustment is made to the cumulative expense previously recognised.

Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date. Market vesting conditions and non-vesting conditions are taken into account when estimating the fair value of the options at grant date and are not subsequently adjusted.
Financial instruments
The company has elected to apply the provisions of Section 11 Basic Financial Instruments and Section 12 Other Financial Instruments Issues 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.


Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
2.

Average number of employees

Including directors and key management personnel.
Average number of employees during the year was 25 (2024 : 16).
3.

Intangible fixed assets

Cost Patents   Total
  £   £
At 01 December 2024 2,496    2,496 
Additions  
Disposals  
At 30 November 2025 2,496    2,496 
Amortisation
At 01 December 2024 998    998 
Charge for year 250    250 
On disposals  
At 30 November 2025 1,248    1,248 
Net book values
At 30 November 2025 1,248    1,248 
At 30 November 2024 1,498    1,498 


4.

Tangible fixed assets

Cost or valuation Computer Equipment   Total
  £   £
At 01 December 2024 64,054    64,054 
Additions  
Disposals  
At 30 November 2025 64,054    64,054 
Depreciation
At 01 December 2024 42,270    42,270 
Charge for year 18,811    18,811 
On disposals  
At 30 November 2025 61,081    61,081 
Net book values
Closing balance as at 30 November 2025 2,973    2,973 
Opening balance as at 01 December 2024 21,784    21,784 


5.

Stocks

2025
£
  2024
£
Work in Progress 194,877    178,808 
Stocks 1,321,717    1,040,016 
1,516,594    1,218,824 
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in the profit or loss:

Particulars   2025
£
  2024
£
In respect of: Stocks 66,490  290,513 
Recognised in: Cost of sales 66,490  290,513 




6.

Debtors: amounts falling due within one year

2025
£
  2024
£
Trade Debtors 476,687    474,020 
Other Debtors 181,798    78,782 
658,485    552,802 

6.

Debtors: amounts falling due after one year

2025
£
  2024
£
Other Debtors   212,832 
  212,832 

7.

Creditors: amount falling due within one year

2025
£
  2024
£
Trade Creditors 1,024,761    911,429 
Bank Loans & Overdrafts 442,907    475,049 
PAYE & Social Security 236,083    99,467 
VAT 669,358    280,229 
Other Creditors 573,377    208,455 
2,946,486    1,974,629 
Bank Loans & Overdrafts
The Company has entered into two Receivables Purchase Agreements with YouLend Limited (acting as agent on behalf of YL I Limited) via Shopify Capital. Under each arrangement, the Company sold a portion of its present and future card payment receivables in exchange for an upfront cash advance. These arrangements have been accounted for as financial liabilities on the basis that their economic substance is equivalent to a borrowing obligation. Repayment is effected by means of an automatic daily cash sweep equal to a fixed percentage of card payment receipts settled into a designated settlement account, continuing until the full Termination Amount has been received by the purchaser. There is no fixed contractual repayment date; however, based on projected card sales, both facilities are expected to be settled in full within 12 months of the balance sheet date and are accordingly classified as current liabilities.

The principal terms of each agreement are as follows:

July 2025
Agreement date: 30 June 2025
Cash advanced: £240,000
Total amount repayable: £264,000
Finance cost: £24,000
Repayment rate: 10% of daily card receipts

November 2025
Agreement date: 19 November 2025
Cash advanced: £250,000
Total amount repayable: £285,000
Finance cost: £35,000
Repayment rate: 16.25% of daily card receipts

The facilities are unsecured. The agreements are governed by English law.

8.

Creditors: amount falling due after more than one year

2025
£
  2024
£
Trade Creditors 595,371    595,371 
Other Creditors 356,500    433,167 
Debenture Loans - Convertible 506,574   
1,458,445    1,028,538 
The £595,371 balance within trade creditors due after more than one year relates entirely to amounts owed to Live Unlimited Limited, a related party company, in respect of shared service recharges. Under the terms of a Debt Side Agreement dated 19 December 2024, this balance is not due and payable until 31 December 2027, and no interest accrues on the outstanding amount. Further details are provided in Note 16, Related Party Transactions Live Unlimited Limited.

9.

Share Premium Account

2025
£
  2024
£
Equity Share Premium b/fwd 1,499,837    1,499,837 
Equity Share Premium - New Issue 992,436   
2,492,273    1,499,837 

10.

Events after Balance sheet date

License agreement

On 5 February 2026, the company entered into a licence to occupy the Third Floor, 361-373 City Road, London EC1V 1LR. The licence fee is £8,000 per month (inclusive of VAT), payable in advance on the first day of each month. The licence may be terminated by either party on not less than 7 days' written notice, and expires no later than 7 November 2027.
11.

Exceptional Item

Intercompany loan write off

Expenditure   2025
£
  2024
£
Exceptional - Interco loan write back (416,500)

12.

Director’s loan

Directors' transactions

Advances or (credits) have been granted by/(to) the company by its directors as follows:

Description   Opening balance
£
  Amounts advanced
£
  Amounts credited
£
  Closing balance
£
Ms R Heather - Director (11,018) 11,018 
Mrs T Green - Director 25  (25)

13.

Secured debts

The company's borrowings are secured by the following charges registered at Companies House:

Fixed and floating charge HSBC UK Bank PLC (Charge code 1292 9859 0003)
Fixed and floating charge HSBC Invoice Finance (UK) Limited (Charge code 1292 9859 0004)
Fixed charge HSBC UK Bank PLC (Charge code 1292 9859 0005)
14.

Called up share capital

Ordinary share capital issued and fully paid   2025
£
  2024
£
13,656 Ordinary shares of 1p each 137  137 
2,681 A Ordinary shares of 1p each 27 

On 20 December 2024, the company issued 2,681 A Ordinary shares of £0.01 each at a total consideration of £1,099,929.58 (representing a premium of £409.52 per share over the nominal value). The shares were issued fully paid and were acquired in their entirety by Pembroke VCT Plc. Following the issue, a revised Memorandum and Articles of Association was adopted.

On 27 December 2024, the company redesignated its existing ordinary shares held by Pembroke VCT plc by changing the share class name or designation.  3,656 out of the existing 13,656 ordinary shares were redesignated to ordinary A shares. Their nominal value was unchanged.

15.

Share options

The Company operates an Enterprise Management Incentives (EMI) share option scheme. Options are equity-settled and were granted on 21 November 2023 to three employees of the Company. No options were granted, exercised, forfeited or lapsed during the year ended 30 November 2025. There are a total of 2,001 options outstanding at the year end, with the option price set at £410.25 per share.

All 2,001 options vested in full immediately upon the date of grant. The options are exercisable on the earlier of a qualifying Exit event or the ninth anniversary of the date of grant (21 November 2032), and will lapse if not exercised by the tenth anniversary (21 November 2033). The weighted average remaining contractual life of options outstanding at 30 November 2025 is approximately 8 years. The options are not transferable and will ordinarily lapse if the option holder ceases employment with the Company.
16.

Convertible loan note

On 14 August 2025, the Company entered into an unsecured convertible loan agreement with Pembroke VCT PLC, under which a facility of £500,000 was made available and drawn down in full. The loan was drawn for working capital purposes.

Interest accrues daily at a rate of 8% per annum, calculated on a 365-day basis, and is payable quarterly in arrears on the last business day of March, June, September and December, and on the repayment date. The loan is repayable in full on 15 August 2030.

The lender has the sole discretion at any time prior to the repayment date to convert all or part of the outstanding loan balance into A Ordinary shares of the Company. The conversion price per share is the lower of £410.27 or a 20% discount to the price per share in any future equity issue or sale of the Company. In the absence of such an event, the conversion price is capped at £328.21 per share, subject to adjustment for certain corporate events.

The Company may prepay the loan, in whole or in part (in multiples of £10,000), on not less than five business days' notice to the lender.

The loan is unsecured but ranks ahead of the issued share capital of the Company. Pembroke VCT PLC is a related party of the Company.

At 30 November 2025, the loan is included within creditors due after more than one year at £506,574. Interest of £11,615 has been charged to the profit and loss account in the year.
17.

Related party transactions - Live Unlimited Limited

The company transacts with a company called Live Unlimited Limited . The companies are related due to the directors of RO&ZO Limited also being directors of Live Unlimited Limited. The companies transact with each other on normal commercial terms. Details of the transactions during the year are as follows:

Particulars   2025
£
  2024
£
Purchases 8,079  73,548 
Other administrative costs 702,618  1,289,266 
Sales 118,706  71,139 
Included within trade creditors due with one year 15,668  135,862 
Included within trade creditors due over one year 595,371  595,371 

18.

Related party transactions - Live Unlimited London Limited

The company transacts with a company called Live Unlimited London Limited . The companies are related due to both companies sharing a common director. The companies transact with each other on normal commercial terms. Details of the transactions during the year are as follows:

Particulars   2025
£
  2024
£
Purchases 232 
Other administrative expenses 125,272 
Sales 20,148 
Included within trade creditors within one year 19,355 

19.

Related party transactions - Cover Up Clothing Limited

The company transacted with a company called Cover Up Clothing Limited . The companies were related due to the directors of Ro&Zo Limited also being directors of Cover Up Clothing Limited. The companies transacted with each other on normal commercial terms. Details of transactions are as follows:

Particulars   2025
£
  2024
£
Loan in other creditors due after one year 356,500  433,167 

On 14 April 2023 Cover Up Clothing Limited, a company under common control, entered into creditors voluntary liquidation. In an agreement dated 27 March 2024 the Company entered into an agreement with the liquidators of Cover Up Clothing Limited to pay them £1,000,000. On 19 December 2024, a new agreement was made with the liquidator of Cover UP Clothing Limited, reducing the debt from £1,000,000 to £433,167. As at the balance sheet date, the following amounts were due for payment by Live Unlimited Limited and RO&ZO Limited.

The instalments are as summarised below:

Year to 30 November 2026    £96,660
Year to 30 November 2027    £259,840

The reduction in the total amount due has been recognised in the financial statements for the year to 30 November 2025.
20.

Prior period adjustment

During the year, the company identified certain errors and presentation inconsistencies in certain prior year balances and expense classifications. As a result of this, the comparative figures have been restated and the following adjustments have been made to the profit and loss for the year ended 30 November 2024:

Particulars Original
£
 Adjustment
£
 Restated
£
Administrative expenses2,615,764 124 2,615,888 
Intangible assets1,497 1,498 
Tangible assets21,909 (125)21,784 

Impact on corporation tax (as at 30 November 2024): NIL
21.

Impact of a third-party cyber incident

During the year, a key wholesale retail partner, which sells the company's products through its own online platform and represents a significant channel for the company, was subject to a cyber incident. The partner's online ordering was suspended for approximately seven weeks from late April 2025, across a peak trading period, during which the company was largely unable to sell through this channel. Sales through the channel were minimal in May and June 2025 and did not return to normal levels until September 2025, while the company's operating cost base continued to be incurred throughout.

The directly quantifiable financial effect of the incident relates to customer returns that were not recorded against the company's settlements while the partner restored its systems, a process not fully completed until August 2025. Following reconciliation, the company has recognised additional returns of £145,762 (2,442 items) as a reduction in revenue for the year, with a net reduction in profit before tax of £109,321 after reversal of the associated sales commission. The corresponding amount recoverable by the partner, including VAT, is being settled by set-off against future amounts due and is included within creditors at the balance sheet date.

The wider effect of the disruption on revenue during the period of suspension is, by its nature, uncertain and has not been separately quantified within these financial statements. The directors do not anticipate any continuing financial impact on the company's operations.


2