Aurelius Alpha Limited - Limited company accounts 20.1

REGISTERED NUMBER: 10676634 (England and Wales)

Strategic Report, Report of the Director and

Financial Statements

for the Year Ended 31 December 2019

for

Aurelius Alpha Limited

Page

Company Information

1

Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

5

Income Statement

7

Other Comprehensive Income

8

Statement of Financial Position

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTOR:

T Nagler

REGISTERED OFFICE:

6th Floor

33 Glasshouse Street

London

W1B 5DG

REGISTERED NUMBER:

10676634 (England and Wales)

AUDITORS:

Venture House Business Service Limited

Chartered Accountants and

Statutory Auditors

Venture House

Calne Road

Lyneham

Chippenham

SN15 4PP

The director presents his strategic report for the year ended 31 December 2019.

REVIEW OF BUSINESS

The company was set up in 2017 to acquire an investment. On 24 July 2018 the company acquired Ideal

Shopping Direct Limited. Following the acquisition, the company oversees the investment on behalf of the

parent company Aurelius Equity Opportunities SE & Co KGaA. The investment was undertaken via the

acquisition of the share capital of Ideal Shopping Direct Limited and also involved the provision of a loan to

Ideal Shopping Direct Limited. The acquisition and loan were funded by an equity investment and loan from

Aurelius Equity Opportunities SE & Co KGaA.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal uncertainties and risk to the company was finding a suitable target company. This having been

achieved the risks will be the future trading of the investment and the continued credit and support provided

by Aurelius Equity Opportunities SE & Co KGaA. This support has been sought and confirmed.

According to experts, the continuing and worsening coronavirus crisis at the time of this report will have

considerable effects on the development of the global economy. In an economic forecast published in early

March 2020, the Organization for Economic Cooperation and Development (OECD) concludes that the

continuing coronavirus crisis represents the greatest risk to the global economy since the global financial

crisis and that economic activity will decline sharply throughout the world in the first half of the year. The

coronavirus crisis poses currently not yet quantifiable risks for general economic conditions and therefore also

for AURELIUS. It is not possible to estimate the actual medium-term and long-term effects of the coronavirus

crisis on the AURELIUS Group at the present time. Therefore, there is a risk that it may not be possible to

meet the targets set in the companies' business plans. There is a risk that impairments may need to be

recognized in intangible assets, property, plant and equipment or trade receivables and a risk that the portfolio

companies may require additional funding. There is also a risk that potential sales of companies cannot be

realized or only realized at a later time than planned. In view of the fluid state of developments, the Executive

Board will continually re-assess the strategy and orientation of AURELIUS and its portfolio companies.

SECTION 172(1) STATEMENT

ENGAGEMENT WITH EMPLOYEES

People create success. Our success is the result of the individual performance of every employee.

Respectful treatment of all employees.

Unconditional respect of human rights.

Conscious diversity and internationality of our workforce.

More jobs thanks to successful growth strategies.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

Corporate codex

Principles such as responsible, sustainable management are firmly embedded in the Aurelius ESG policy,

including:

No investment in the arms industry.

No investment in emissions-intensive companies.

No trading in weapons or armaments, tobacco or tobacco products.

Code of Conduct for suppliers and service providers.

Anti-corruption and anti-bribery policy.

Protection and support for whistleblowers.

STATEMENT OF CORPORATE GOVERNANCE ARRANGEMENTS

Environment

Goal for the year 2025: Reduce Group wide CO2 emissions by 30 percent.

Measures have been introduced to permanently reduced CO2 emissions.

Reduction of flights through the increased use of video conferences and online meetings and using train

travel as an alternative.

Precautions to prevent environmental damage.

CO2 offsetting of the flights of all holding company employees since the 2019 financial year.

Social commitment

Aurelius refugee initiative e.v. Aurelius has been helping refugees since 2015.

Extensive support of the START Foundation to promote outstanding young people with migration

backgrounds since 2018.

Long established tradition: Christmas-season collection drive for important social projects; AURELIUS

matches the donations raised by employees.

ON BEHALF OF THE BOARD:

T Nagler - Director

15 May 2020

The director presents his report with the financial statements of the company for the year ended 31 December 2019.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2019.

DIRECTORS

T Nagler has held office during the whole of the period from 1 January 2019 to the date of this report.

Other changes in directors holding office are as follows:

L B Schafer - resigned 4 April 2019

DISCLOSURE IN THE STRATEGIC REPORT

The company has opted to disclose some items in the Strategic Report rather than the Directors Report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director 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 he is satisfied that they give a true and fair

view of the state of affairs of the company and of the profit or loss of the company for that period. In

preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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 company's transactions and disclose with reasonable accuracy at any time the financial position of the

company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is

also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the

prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the

Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he

ought to have taken as a director in order to make himself aware of any relevant audit information and to

establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Venture House Business Service Limited, will be proposed for re-appointment at the

forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

T Nagler - Director

15 May 2020

Opinion

We have audited the financial statements of Aurelius Alpha Limited (the 'company') for the year ended

31 December 2019 which comprise the Income Statement, Other Comprehensive Income, Statement of

Financial Position, Statement of Changes in Equity 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 company's affairs as at 31 December 2019 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and

applicable law. Our responsibilities under those standards are further described in the Auditors'

responsibilities for the audit of the financial statements section of our report. We are independent of the

company in accordance with the ethical requirements that are relevant to our audit of the financial statements

in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in

accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Material uncertainty relating to going concern

We draw your attention to note 15, as stated, these events or conditions indicate that a material uncertainty

exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is

not modified in respect of this matter.

Other information

The director is responsible for the other information. The other information comprises the information in the

Strategic Report and the Report of the Director, but does not include the financial statements and our Report

of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent

otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and,

in doing so, consider whether the other information is materially inconsistent with the financial statements or

our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such

material inconsistencies or apparent material misstatements, we are required to determine whether 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of

the audit, we have not identified material misstatements in the Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to

report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of 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 director

As explained more fully in the Statement of Director's Responsibilities set out on page four, 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 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 has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes

our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these

financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial

Reporting Council's website at www.frc.org.uk/auditorsresponsibilities . This description forms part of our

Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of

the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's

members those matters we are required to state to them in a Report of the Auditors and for no other purpose.

To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the

company and the company's members as a body, for our audit work, for this report, or for the opinions we

have formed.

Christopher Baylis (Senior Statutory Auditor)

for and on behalf of Venture House Business Service Limited

Chartered Accountants and

Statutory Auditors

Venture House

Calne Road

Lyneham

Chippenham

SN15 4PP

29 May 2020

REVENUE

620,400

471,842

Cost of sales

620,400

279,255

GROSS PROFIT

-

192,587

Administrative expenses

8,374

10,555

(8,374

)

182,032

Other operating income

3

-

300,000

OPERATING (LOSS)/PROFIT

5

(8,374

)

482,032

Interest receivable and similar income

706,879

297,385

698,505

779,417

Interest payable and similar expenses

6

471,108

223,923

PROFIT BEFORE TAXATION

227,397

555,494

Tax on profit

7

60,258

6,675

PROFIT FOR THE FINANCIAL YEAR

167,139

548,819

PROFIT FOR THE YEAR

167,139

548,819

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

167,139

548,819

FIXED ASSETS

Investments

9

520,365

520,365

CURRENT ASSETS

Debtors

10

15,666,144

15,159,265

Cash at bank

395,981

152,999

16,062,125

15,312,264

CREDITORS

Amounts falling due within one year

11

11,654,223

11,071,501

NET CURRENT ASSETS

4,407,902

4,240,763

TOTAL ASSETS LESS CURRENT LIABILITIES

4,928,267

4,761,128

CAPITAL AND RESERVES

Called up share capital

12

4,210,001

4,210,001

Share premium

13

20,000

20,000

Retained earnings

13

698,266

531,127

SHAREHOLDERS' FUNDS

4,928,267

4,761,128

The financial statements were approved by the director and authorised for issue on 15 May 2020 and were signed by:

T Nagler - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2018

1

(17,692

)

20,000

2,309

Changes in equity

Issue of share capital

4,210,000

-

-

4,210,000

Total comprehensive income

-

548,819

-

548,819

Balance at 31 December 2018

4,210,001

531,127

20,000

4,761,128

Changes in equity

Total comprehensive income

-

167,139

-

167,139

Balance at 31 December 2019

4,210,001

698,266

20,000

4,928,267

1.	STATUTORY INFORMATION

Aurelius Alpha Limited is a private company, limited by shares , registered in England and Wales. The

company's registered number and registered office address can be found on the Company Information

page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial

statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and

Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of Section 33 Related Party Disclosures paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about Aurelius Alpha Limited as an individual company

and do not contain consolidated financial information as the parent of a group. The company is

exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated

financial statements as it and its subsidiary undertakings are included by full consolidation in the

consolidated financial statements of its parent, Aurelius Equity Opportunities SE & Co. KGaA,

Ludwig-Ganghofer-Straße 6 82031 Grünwald Germany.

Significant judgements and estimates

In July 2018 the company acquired Ideal Shopping Direct Limited. This acquisition was funded by a

loan from the parent company Aurelius Equity Opportunities SE & Co. KGaA. The performance of the

investment and the the continued support of the parent company will need to be monitored. The impact

of this reliance is considered in the Going Concern note. The directors review the investment

periodically for impairment.

Turnover

Revenue are fees charged to Ideal Shopping Direct Limited and are recognised on the basis of the

date of the invoice.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement,

except to the extent that it relates to items recognised in other comprehensive income or directly in

equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been

enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at

the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods

different from those in which they are recognised in financial statements. Deferred tax is measured

using tax rates and laws that have been enacted or substantively enacted by the year end and that are

expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable

that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at

the statement of financial position date. Transactions in foreign currencies are translated into sterling

at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account

in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the

period of the lease.

Fixed asset investments

Fixed asset investments in subsidiary companies are shown at the historical cost of acquisition less

any impairment.

3.	OTHER OPERATING INCOME

31.12.19

31.12.18

as

restated

£

£

Profit on sale of fixed asset investments

-

300,000

Following the company purchase of Ideal Shopping Direct Limited, in November 2018 it sold 15% of

that companies share capital. Other operating income is the profit on the sale of this investment.

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2019 nor for the year ended

31 December 2018.

The average number of employees during the year was as follows:

31.12.19

31.12.18

as

restated

1

2

31.12.19

31.12.18

as

restated

£

£

Directors' remuneration

-

-

5.	OPERATING (LOSS)/PROFIT

The operating loss (2018 - operating profit) is stated after charging/(crediting):

31.12.19

31.12.18

as

restated

£

£

Other operating leases

1,200

1,200

Profit on disposal of fixed assets

-

(300,000

)

Auditors' remuneration

2,500

2,250

Auditors' remuneration for non audit work

3,250

3,750

Professional fees relating to acquisition of Ideal Shopping Direct Limited

-

520,364

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.19

31.12.18

as

restated

£

£

Loan

470,836

223,923

Interest on corporation tax

272

-

471,108

223,923

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

31.12.19

31.12.18

as

restated

£

£

Current tax:

UK corporation tax

60,258

6,675

Tax on profit

60,258

6,675

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The

difference is explained below:

31.12.19

31.12.18

as

restated

£

£

Profit before tax

227,397

555,494

Profit multiplied by the standard rate of corporation tax in the UK of 19% (2018 - 19%)

43,205

105,544

Effects of:

Expenses not deductible for tax purposes

-

(98,869

)

Adjustments to tax charge in respect of previous periods

17,053

-

Total tax charge

60,258

6,675

8.	PRIOR YEAR ADJUSTMENT

The directors have included the costs of acquisition in the cost of the investment acquired in 2018, so

as to better reflect the cost of the acquisition. This has resulted in Professional fees falling by £520,364

and the carrying value of the investment increasing by the same amount.

9.	FIXED ASSET INVESTMENTS

Unlisted

investments

£

COST

At 1 January 2019

and 31 December 2019

520,365

NET BOOK VALUE

At 31 December 2019

520,365

At 31 December 2018

520,365

Subsidiary Name

Registered Office

Class of shares held

2019 % ownership

Ideal Shopping Direct Limited

Ideal Home House, Newark Road, Peterborough, Cambridgeshire,PE1 5WG

Ordinary

85

Create and Craft Limited

Ideal Home House, Newark Road, Peterborough, Cambridgeshire,PE1 5WG

Ordinary

85

Ideal World Home Shopping Limited

Ideal Home House, Newark Road, Peterborough, Cambridgeshire,PE1 5WG

Ordinary

85

Wrightway Marketing Limited

Ideal Home House, Newark Road, Peterborough, Cambridgeshire,PE1 5WG

Ordinary

85

Lead The Good Life Limited

Ideal Home House, Newark Road, Peterborough, Cambridgeshire,PE1 5WG

Ordinary

85

Pets and Wildlife Limited

Ideal Home House, Newark Road, Peterborough, Cambridgeshire,PE1 5WG

Ordinary

85

Ideal Sourcing Limited

Ideal Home House, Newark Road, Peterborough, Cambridgeshire,PE1 5WG

Ordinary

85

Ideal Sourcing Shanghai Limited

Room 2005-06, Shanghaimart Office Tower, No 2299, Yan An Rd (W, Shanghai, China, 200336

)

Ordinary

85

Craft Retail International Limited

Ideal Home House, Newark Road, Peterborough, Cambridgeshire,PE1 5WG

Ordinary

85

Craft Retail Incorporated

678 Front Avenue, NW Suite 340, Grand Rapids, MI 49504, USA

Ordinary

85

Deramores Retail Limited

Ideal Home House, Newark Road, Peterborough, Cambridgeshire,PE1 5WG

Ordinary

85

Ikan Paper Crafts Ltd

Ideal Home House, Newark Road, Peterborough, Cambridgeshire,PE1 5WG

Ordinary

85

All subsidiaries other than Ideal Shopping Direct Limited are held indirectly.

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.19

31.12.18

as

restated

£

£

Amounts owed by group undertakings

15,666,144

14,959,265

Deferred consideration

-

200,000

15,666,144

15,159,265

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.19

31.12.18

as

restated

£

£

Trade creditors

4,284

3,522

Amounts owed to group undertakings

11,546,459

11,023,923

Tax

67,205

6,675

VAT

30,274

30,381

Accrued expenses

6,001

7,000

11,654,223

11,071,501

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.19

31.12.18

value:

as restated

£

£

4,210,001

Ordinary

1

4,210,001

4,210,001

13.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2019

531,127

20,000

551,127

Profit for the year

167,139

167,139

At 31 December 2019

698,266

20,000

718,266

14.	ULTIMATE PARENT COMPANY

Aurelius Equity Opportunities SE & Co. KGaA (incorporated in Germany ) is regarded by the director

as being the company's ultimate parent company.

The Company is included in the group accounts prepared by the ultimate parent company, copies of

which can be obtained from Ludwig-Ganghofer Stasse 6, 82031 Grunwald.

15.	GOING CONCERN

Given the nature of the principal activity, the holding of loan funded investments, the going concern

presumption of the company relies upon the performance of the investment and continued credit

offered by the parent company and its support of the holding company and if needed the investment.

To date neither of the loans received or granted have had any capital or interest repaid. The company

is reliant on the continued support of the parent company which has been sought and confirmed.

According to experts, the continuing and worsening coronavirus crisis at the time of this report will

have considerable effects on the development of the global economy. In an economic forecast

published in early March 2020, the Organization for Economic Cooperation and Development (OECD)

concludes that the continuing coronavirus crisis represents the greatest risk to the global economy

since the global financial crisis and that economic activity will decline sharply throughout the world in

the first half of the year. The coronavirus crisis poses currently not yet quantifiable risks for general

economic conditions and therefore also for AURELIUS. It is not possible to estimate the actual

medium-term and long-term effects of the coronavirus crisis on the AURELIUS Group at the present

time. Therefore, there is a risk that it may not be possible to meet the targets set in the companies'

business plans. There is a risk that impairments may need to be recognized in intangible assets,

property, plant and equipment or trade receivables and a risk that the portfolio companies may require

additional funding. There is also a risk that potential sales of companies cannot be realized or only

realized at a later time than planned. In view of the fluid state of developments, the Executive Board

will continually re-assess the strategy and orientation of AURELIUS and its portfolio companies.