Rubies Masquerade Company (UK) Ltd - Limited company accounts 23.2

REGISTERED NUMBER: 03508897 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30TH JUNE 2023

FOR

RUBIES MASQUERADE COMPANY (UK) LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

Mr M Beige

Mr H Beige

SECRETARY:

Mrs J Davenport

REGISTERED OFFICE:

Universal House

Pennywell Road

Bristol

BS5 0ER

REGISTERED NUMBER:

03508897 (England and Wales)

AUDITORS:

Richardson Jones

Chartered Accountants &

Registered Auditors

Mercury House

19-21 Chapel Street

Marlow

Buckinghamshire

SL7 3HN

The directors present their strategic report of the company and the group for the year ended 30th June 2023.

REVIEW OF BUSINESS

The results show a pre-tax profit of £77,000 (2022: £584,000 profit) for the year. These results are also stated after making amortisation charges in connection with subsidiary acquisitions of £705,000 (2022: £338,000). The group has net assets of £7,104,000 (2022:£7,378,000) at the balance sheet date.

The after effects of the Covid-19 global pandemic and the current economic climate continue to make fo a challenging environment for Rubies UK, it's subsidiaries and its customers. The benefits of the company's root and branch review of its operations are starting to show.

Research and development

The company continues to invest in Design and Quality Control resources both in the UK and overseas in order to develop a structure to keep pace with the increasing demands from major customers. The directors regard this investment as integral to the continuing success of the business.

Future outlook

The commercial environment in which the group operates is expected to continue to be a cause for concern in 2023/24 as the after effects of the global pandemic and current economic climate continue. However, the directors are confident that the company will continue to improve its operating performance.

Principal risks and uncertainties

The management of the business and the execution of the group's strategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to relate to both the general economic conditions in the UK and the competition among its major high street customers, which may drive down prices, and continuing demand for higher manufacturing standards to meet EU legislation. These uncertainties are offset by the general growth of the market place in which the company operates, both in traditional and electronic retailing.

Key performance indicators ("KPIs")

Given the straightforward nature of the business, the group's directors are of the opinion that analysis using KPIs is not necessary for an understanding of the development, performance or position of the business.

ON BEHALF OF THE BOARD:

Mr P Warton - Director

14th March 2024

The directors present their report with the financial statements of the company and the group for the year ended 30th June 2023.

DIVIDENDS

No dividends will be distributed for the year ended 30th June 2023.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st July 2022 to the date of this report.

Mr M Beige

Mr H Beige

Other changes in directors holding office are as follows:

Mr M R O'Connell - resigned 10th May 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	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 directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Richardson Jones, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr P Warton - Director

14th March 2024

Opinion

We have audited the financial statements of Rubies Masquerade Company (UK) Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30th June 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 30th June 2023 and of the group's 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 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

Except for the matter described in the basis for qualified opinion section of our report, 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 directors’ report.

Arising solely from the limitation on the scope of our work relating to the trading results of Rubies Deutschland GmbH referred to above:

• we have not obtained all the information and explanations that we considered necessary

for the purpose of our audit; and

• we were unable to determine whether adequate accounting records have been kept, or returns adequate for our audit have not been received from branches not visited by us; or

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

• certain disclosures of directors’ remuneration specified by law are not made.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to Rubies Masquerade Company (UK) Limited and the fancy dress industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to the E170 test, the Companies Act 2006 and UK tax legislation. Our procedures included:

- agreeing the financial statement disclosures to underlying supporting documentation

- enquiries with management

- understanding of management's internal controls designed to prevent and detect irregularities

There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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 Jones (Senior Statutory Auditor)

for and on behalf of Richardson Jones

Chartered Accountants &

Registered Auditors

Mercury House

19-21 Chapel Street

Marlow

Buckinghamshire

SL7 3HN

14th March 2024

TURNOVER

3

56,097

60,941

Cost of sales

36,474

43,582

GROSS PROFIT

19,623

17,359

Distribution costs

12,977

11,641

Administrative expenses

7,667

5,662

20,644

17,303

(1,021

)

56

Other operating income

1,316

606

OPERATING PROFIT

5

295

662

Interest receivable and similar income

6

4

-

299

662

Amounts written off investments

7

-

1

299

661

Interest payable and similar expenses

8

178

77

PROFIT BEFORE TAXATION

121

584

Tax on profit

9

44

201

PROFIT FOR THE FINANCIAL YEAR

77

383

Profit attributable to:

Owners of the parent

77

349

Non-controlling interests

-

34

77

383

PROFIT FOR THE YEAR

77

383

OTHER COMPREHENSIVE INCOME

Foreign exchange differences

(27

)

23

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(27

)

23

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

50

406

Total comprehensive income attributable to:

Owners of the parent

50

406

FIXED ASSETS

Intangible assets

12

373

878

Tangible assets

13

858

1,222

Investments

14

61

61

1,292

2,161

CURRENT ASSETS

Stocks

15

25,115

20,760

Debtors

16

14,528

17,109

Investments

17

20

21

Cash at bank

2,134

6,197

41,797

44,087

CREDITORS

Amounts falling due within one year

18

28,730

25,105

NET CURRENT ASSETS

13,067

18,982

TOTAL ASSETS LESS CURRENT LIABILITIES

14,359

21,143

CREDITORS

Amounts falling due after more than one year

19

(5,781

)

(11,991

)

PROVISIONS FOR LIABILITIES

23

(1,474

)

(1,774

)

NET ASSETS

7,104

7,378

CAPITAL AND RESERVES

Called up share capital

24

11,050

11,050

Retained earnings

25

(3,946

)

(3,996

)

SHAREHOLDERS' FUNDS

7,104

7,054

NON-CONTROLLING INTERESTS

-

324

TOTAL EQUITY

7,104

7,378

The financial statements were approved by the Board of Directors and authorised for issue on 14th March 2024 and were signed on its behalf by:

Mr P Warton - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

125

77

Investments

14

7,310

12,858

7,435

12,935

CURRENT ASSETS

Stocks

15

11,675

6,332

Debtors

16

7,101

7,332

Investments

17

20

-

Cash at bank

379

2,206

19,175

15,870

CREDITORS

Amounts falling due within one year

18

17,646

15,225

NET CURRENT ASSETS

1,529

645

TOTAL ASSETS LESS CURRENT LIABILITIES

8,964

13,580

CREDITORS

Amounts falling due after more than one year

19

4,155

8,904

NET ASSETS

4,809

4,676

CAPITAL AND RESERVES

Called up share capital

24

11,049

11,049

Retained earnings

25

(6,240

)

(6,373

)

SHAREHOLDERS' FUNDS

4,809

4,676

Company's profit/(loss) for the financial year

133

(3,976

)

The financial statements were approved by the Board of Directors and authorised for issue on 14th March 2024 and were signed on its behalf by:

Mr P Warton - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£'000

£'000

£'000

£'000

£'000

Balance at 1st July 2021

11,050

(4,351

)

6,699

324

7,023

Changes in equity

Dividends

-

(17

)

(17

)

-

(17

)

Total comprehensive income

-

372

372

-

372

Balance at 30th June 2022

11,050

(3,996

)

7,054

324

7,378

Changes in equity

Total comprehensive income

-

50

50

-

50

Balance at 30th June 2023

11,050

(3,946

)

7,104

324

7,428

Called up

share

Retained

Total

capital

earnings

equity

£'000

£'000

£'000

Balance at 1st July 2021

11,049

(2,397

)

8,652

Changes in equity

Total comprehensive income

-

(3,976

)

(3,976

)

Balance at 30th June 2022

11,049

(6,373

)

4,676

Changes in equity

Total comprehensive income

-

133

133

Balance at 30th June 2023

11,049

(6,240

)

4,809

Cash flows from operating activities

Cash generated from operations

1

(2,711

)

(4,826

)

Interest paid

(178

)

(77

)

Government grants

115

-

Tax paid/refunded

(178

)

199

Net cash from operating activities

(2,952

)

(4,704

)

Cash flows from investing activities

Purchase of intangible fixed assets

(219

)

(567

)

Purchase of tangible fixed assets

(172

)

(144

)

Sale of tangible fixed assets

358

1,049

Foreign exchange difference on op bals

9

-

Reduce minority interest on acquisition

(318

)

-

Interest received

4

-

Net cash from investing activities

(338

)

338

Cash flows from financing activities

New bank loans in year

1,512

1,464

Advanced/(repaid) re acquisitions

85

(743

)

Amount introduced by directors

(1

)

1

Foreign exchange on consolidation

(27

)

23

Foreign exchange on minority interest bf

-

1

Loans from connected companies adv/repd

(1,171

)

745

Loans from group undertakings adv/repaid

(1,072

)

5,824

Loans to group undertakings adv/repaid

(99

)

364

Equity dividends paid

-

(17

)

Net cash from financing activities

(773

)

7,662

(Decrease)/increase in cash and cash equivalents

(4,063

)

3,296

Cash and cash equivalents at beginning of year

2

6,197

2,901

Cash and cash equivalents at end of year

2

2,134

6,197

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

30.6.23

30.6.22

£'000

£'000

Profit before taxation

121

584

Depreciation charges

906

562

Profit on disposal of fixed assets

(18

)

(69

)

Increase/(decrease) in provisions

(270

)

466

Impairment of investments

-

1

Minority interest share of profit

-

(34

)

Government grants

(115

)

-

Finance costs

178

77

Finance income

(4

)

-

798

1,587

Increase in stocks

(4,355

)

(154

)

Decrease/(increase) in trade and other debtors

2,727

(6,944

)

(Decrease)/increase in trade and other creditors

(1,881

)

685

Cash generated from operations

(2,711

)

(4,826

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30th June 2023

30.6.23

1.7.22

£'000

£'000

Cash and cash equivalents

2,134

6,197

Year ended 30th June 2022

30.6.22

1.7.21

£'000

£'000

Cash and cash equivalents

6,197

2,901

3.	ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

At 1.7.22

Cash flow

At 30.6.23

£'000

£'000

£'000

Net cash

Cash at bank and in hand

6,197

(4,063

)

2,134

6,197

(4,063

)

2,134

Liquid resources

Current asset investments

21

(1

)

20

21

(1

)

20

Debt

Debts falling due within 1 year

(2,924

)

(2,162

)

(5,086

)

Debts falling due after 1 year

(2,276

)

650

(1,626

)

(5,200

)

(1,512

)

(6,712

)

Total

1,018

(5,576

)

(4,558

)