Warpaint London plc
Annual Report
and Accounts 2024
Annual Report 2024
Strategic Report
Strategic Report
Our mission is to provide access to an
extensive range of high quality cosmetics at
an affordable price.
We strive to fulfil our
mission by:
• Utilising marketing and advertising initiatives that are efficient
• Creating innovative, eye catching and desirable packaging
• Creating cosmetic products of high quality
• Always striving to improve and better our brand and product offers
• Being at the cutting edge of trend
Our Values
• We use high quality ingredients
• We manufacture products that are safe and kind to the user
• We follow and adhere strictly to all relevant regulatory compliance in all territories where we sell
our products
Our Ethics
• We do not test our products on animals regardless of the regulatory requirements we encounter
• We always seek the best value and quality from every constituent ingredient
• We endeavour to ensure that all our suppliers mirror our values and understand our principles
Our Ethos – Who will you
be today?
• To give customers the ability and the flexibility to style themselves based on who they want to be
• To engage customers by interacting with them directly using a variety of media platforms
• To make our products easily available to our customers
• To empower our customers by seeking their feedback, interaction and views
3
Contents
Strategic Report
3
Mission Statement
4
2024 highlights
6
Chairman’s Statement
7
Chief Executive’s Statement
13 Chief Financial Officer’s Review
19 Risk management
Governance Report
22 Environmental Social and
Governance Report
27 Stakeholder Engagement and
S.172 Report
30 Board of Directors
32 Corporate Governance Report
40 Audit and Risk Committee Report
42 Remuneration Committee Report
47 Directors’ Report
Financial Statements
50 Independent Auditor’s Report
56 Consolidated Statement of
Comprehensive Income
57 Consolidated Statement of
Financial Position
59 Consolidated Statement of
Changes in Equity
60 Consolidated Statement of
Cash Flows
61 Notes to the Consolidated
Financial Statements
89 Company Statement of
Financial Position
90 Company Statement of
Changes in Equity
91 Notes to the Company
Financial Statements
Other Information
94 Officers and Professional Advisers
34
Warpaint London PLC
2024 Highlights
• Continued growth in sales, margins and profits to reach record levels for the Group.
Significant organic growth in all key geographic regions reflecting the focus on
growing sales of the Group’s branded products
• Group sales for 2024 grew by 13% to £101.6 million (2023: £89.6 million)
• EU revenue increased by 22% to £54.7 million (2023: £45.1 million)
• UK revenue increased by 8% to £35.0 million (2023: £32.4 million)
• US revenue increased by 19% to £8.7 million (2023: £7.3 million), an increase of
22% in US dollar terms
• Gross profit margin increased to 41.2% (2023: 39.9%)
• EBITDA increased 16% to £24.2 million (2023: £20.9 million)
• Adjusted profit before tax* up by 33% to £24.6 million (2023: £18.4 million)
• Earnings per share up 29% to 23.5p (2023: 18.1p)
• Cash of £21.9 million (including £14.0 million held in escrow to fund the Brand
Architekts Group PLC consideration paid post-year end) as at 31 December 2024
(31 December 2023: £9.1 million), with no debt
• Recommended final dividend of 7.5 pence per share (2023: 6.0 pence per share),
bringing the total dividend for the year to 11 pence per share (2023: 9.0 pence per
share), an in-crease of 22%
• Sales of the Group’s branded products were £95.1 million (2023: £84.8 million), up
12%, driven by the Group’s lead brand W7, which increased by 14% to £65.4 million
(2023: £57.4 million)
• Direct online sales continue to grow significantly, with an increase of 35% in 2024
to £8.4 million, accounting for 8.3% of Group sales (2023: £6.2 million, 6.9% of
Group sales)
• Continuing brand sales momentum, both internationally and the UK, including:
• In Europe: further range and store expansions with existing customers including
Etos and Normal
• In the UK: a full range of Technic products were launched in an initial 202
Morrisons stores; further expansion with Boots, with an over fourfold increase in
retail space; further rollout with Superdrug; and expansion with Tesco
• In the US: expanding the W7 range stocked and roll-out to a further 387 stores
with CVS; significant order received from Walmart, for W7 and Chit Chat product;
significant expansion with Five Below
Financial
Highlights
Operational
Highlights
* Adjusted for amortisation costs, share-based payments and costs associated with the acquisition of Brand Architekts Group PLC
5
Annual Report 2024
Strategic Report
• Solid start to trading in Q1 2025, with unaudited Group sales for the three
months to 31 March 2025 of £26.7 million, an increase of 14% on the same
period in 2024 (3 months to 31 March 2024: £23.5 million). Excluding the
contribution from Brand Architekts (from 12 February 2025), Group sales
up 7% in Q1 2025 compared to Q1 2024
• Margins in Q1 increased and were better than those achieved in the full
year 2024
• Maintained a strong balance sheet, with no debt. Cash balances as at
8 April 2025 were £17.3 million (2 April 2024: £7.5 million)
• Completion of the acquisition of Brand Architekts on 12 February 2025,
adding a portfolio of health, beauty and personal care brands to the Group,
including Skin & Tan, Super Facialist, Dirty Works and Fish Soho, sold
throughout the UK and internationally. The integration of Brand Architekts
into the Group is progressing well and the Warpaint directors continue to
believe that the acquisition will be earnings enhancing in the year ending
31 December 2025
• Continuing brand sales momentum expected in 2025, both internationally
and the UK, including:
– In Europe: Tigota in Italy launching a range of products in 200 stores with a
capsule collection going into an additional 400 stores and in the Netherlands
Etos is expected to expand its product assortment in all 546 stores with a
permanent fixture and an enhanced range in selected stores
– In the UK: Superdrug rolling out W7 into 140 new stores and travel size
products in all stores from June 2025. Tesco have confirmed a 150 store
expansion of the Group’s W7 impulse offering during 2025. Boots to take
gifting products for the first time for Christmas 2025 (to be stocked in
350 stores) and accessories going into 250 stores
– In the US: expanding the W7 range stocked and roll-out to a further
399 stores with CVS from August 2025, taking the number of CVS stores
stocking the Group’s products to 918
– In talks with other large retailers in Europe, the UK and the US to stock the
Group’s products
• Despite continuing headwinds, including the effect of increased US tariffs,
the Group has significant planned expansion opportunities and the board
expects the Group’s performance to remain strong and for sales and profits
to grow in line with previous expectations over the remainder of 2025 and
beyond. Accordingly, the board’s expectations for the Group’s financial
performance in 2025 are unchanged
Post-Period End Highlights
and Outlook
36
Warpaint London PLC
Chairman’s Statement
2024 was another year of strong performance
for the Group. Warpaint has continued to
grow in its main geographic areas of focus,
the UK, Europe and the US. Notwithstanding
a challenging economic environment, the
continued successful execution of Warpaint’s
business strategy and model is reflected in
the Group’s record financial performance. One
of the strengths of Warpaint is its people and
I would like to thank my colleagues on the
board and all of the Warpaint team for their
dedication and exceptional efforts in achieving
this performance. I believe that these efforts
will stand us in good stead in the future and
enable Warpaint to achieve its objectives.
During the year, we continued our strategy
of concentrating on increasing our presence
in larger retailers globally, together with
growing direct online sales, at attractive
margins. This focus on doing more business
with larger customers and expanding the
number of large retailers stocking the
Group’s products is reflected in the Group’s
results and provides a continuing strong
platform for the future.
Post year end, on 12 February 2025, we were
pleased to complete the acquisition of Brand
Architekts Group PLC (“Brand Architekts”)
and the integration of the business into the
Group is progressing well. I believe that the
acquisition is an exciting and relatively low
risk opportunity to further bolster Warpaint’s
growth opportunities, and I would like to take
this opportunity to formally welcome the
Brand Architekts team to the Group.
Trading has continued to be robust in the first
quarter of 2025, with the Group maintaining
continued growth with quarterly sales 7%
ahead of the same period in 2024 on a
like-for-like basis, excluding the contribution
from Brand Architekts from 12 February
2025. Margins in Q1 2025 increased and
were better than those achieved in the full
year 2024. I expect the Group performance
to remain strong, with significant planned
expansion opportunities, and for sales
and profits to continue to grow in line with
previous expectations over the remainder of
2025 and beyond, notwithstanding the current
challenging conditions, including subdued
consumer confidence in many parts of the
world and the effect of increased US tariffs
recently introduced.
Results
2024 was again a year of significant
achievement, with the Group delivering record
sales and profits, at an increased margin.
Adjusted profit before tax grew 33% to
£24.6 million (2023: £18.4 million) on revenue
of £101.6 million (2023: £89.6 million) with
basic earnings per share of 23.5 pence
(2023: 18.1 pence).
The Group continues to ensure inventory
levels are appropriate to allow on-time
delivery for customers and to service
the anticipated growth in demand, with
inventory at 31 December 2024 increasing
to £31.2 million (31 December 2023
£28.0 million). The balance sheet remains
strong, with cash at 31 December 2024 of
£21.9 million, including £14.0 million held
in escrow to fund the acquisition of Brand
Architekts (31 December 2023: £9.1 million),
and the Group remains debt free.
Dividend
In accordance with the Group’s progressive
dividend policy and reflecting the board’s
confidence in the Company’s prospects, the
board is pleased to recommend an increased
final dividend of 7.5 pence per share which,
if approved by shareholders at the annual
general meeting (“AGM”), will be paid on
4 July 2025 to shareholders on the register at
13 June 2025. The shares will go ex-dividend
on 12 June 2025.
During the year, an interim dividend
of 3.5 pence per share was paid on
22 November 2024, bringing the total
dividend for the year to 11.0 pence per share,
a 22% increase over the 9.0 pence per share
dividend for 2023.
Board
I was delighted to welcome Sharon Daly
and Indira Thambiah as independent
Non-Executive Directors with effect from
1 January 2024. They have considerable
experience on the boards of public companies
in the consumer sector and they have made a
valuable contribution since joining the board.
They both joined the Company’s Audit and
Remuneration Committees on appointment,
and Indira was appointed as Chair of the
Remuneration Committee on 3 September
2024, taking over from Keith Sadler, who
remains Chair of the Audit Committee, which
has been reconstituted as the Audit and Risk
Committee with new terms of reference.
Annual General Meeting
The Company’s AGM will be held at the
Company’s offices at Units B&C, Orbital
Forty Six, The Ridgeway Trading Estate,
Iver, Bucks, SL0 9HW on 17 June 2025 at
10.00 a.m. and the board looks forward to
welcoming those shareholders who are able
to attend in person.
Summary and Outlook
I am very pleased with the Group’s
performance in 2024 and that this has
continued into 2025, despite the challenging
macroeconomic environment. This reflects
the delivery of Warpaint’s consistent and
focused strategy of ensuring its branded
products are sold through an ever-expanding
network of large retailers globally, by
gaining more space within these retailers,
entering into relationships with new
ones and increasing the Group’s online
sales presence. With the addition of the
Brand Architekts’ brands, we have further
opportunities for growth.
The Group is keeping a careful watch on
the developing US tariff environment and is
taking steps to mitigate the effects of tariffs
as far as possible, whilst focusing on US
business that remains profitable and benefits
the longer term strategic positioning of the
Group. The Group’s US business is currently
a modest contributor to Group profit, at less
than 3% of 2024 Group profit before tax, and
current US tariff rates, whilst impacting on
the amount of business the Group expects to
do in the US in 2025, are not expected to have
a material impact on the Group’s financial
performance in 2025. Accordingly, the
board’s expectations for the Group’s financial
performance in 2025 are unchanged.
The board works closely with executive
management and carries out an annual
review of Group strategy. This is focused
on growth and increasing our share of the
global value colour cosmetics and skin
care markets, taking into account changing
market dynamics. Warpaint is a founder led
entrepreneurial company which leads to a
culture that, notwithstanding the challenging
environment and difficulties that face
many of our customers and consumers,
should lead to a continuation of the strong
performance that has been seen over recent
years. I therefore believe that we have
the right offering and strategy in place to
continue to deliver profitable future growth.
Clive Garston
Chairman
28 April 2025
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Annual Report 2024
Strategic Report
I am very pleased that the Group again
achieved another record level of sales and
profits in 2024, with an improved profit
margin. Group sales increased by 13%
to £101.6 million (2023: £89.6 million),
importantly at an increased gross margin
of 41.2% (2023: 39.9%), driving a 33%
increase in adjusted profit before tax to
£24.6 million (2023: £18.4 million).
This performance reflects the ongoing
success of the Group’s strategy of focusing
on growing profitable sales of its branded
products, with a focus on the UK, Europe
and the US, whilst increasing overall
margins. Increased sales are being achieved
through existing customers, where the focus
is on supplying more stores and increasing
the Group’s footprint within each store, as
well as adding new large retailers to the
Group. In 2024 we secured an over fourfold
increase in retail space within Boots in the
UK, driven by both additional outlets and
larger displays. In addition, we also continue
to be in active discussions with new major
retailers globally.
In 2024, the Group continued to concentrate
on its core W7, Technic, Body Collection,
Man’stuff and Chit Chat brands. In 2024,
sales of the Group’s branded products
accounted for 94% of revenue (2023: 95%).
As has been the trend for some time, the
global cosmetics market continues to see
consumers transferring to more value
orientated brands, such as those produced
by the Group. In 2025, the addition of the
Brand Architekts’ brands to our portfolio is
expected to provide additional opportunities
to grow sales and profits over and above
those we expect from our historic brands.
Our global market share remains modest
and there continue to be substantial
opportunities for further growth.
W7
The Group’s lead brand is W7, with sales
in 2024 increasing by 14% to £65.4 million,
accounting for 64% of total Group revenue
in 2024 (2023: £57.4 million/64%).
In the UK, W7 revenue was up 9% year-on-
year, representing 28% of W7 sales in the
year (2023: 30%), as stronger sales growth
was generated in regions outside of the
UK, particularly in Europe and the US. W7
sales in the UK continue to see significant
growth and this is expected to continue,
particularly with existing retailers, where
plans are in place to expand the number of
stores served and to increase the footprint
in existing stores. During 2024 there was
an approximate 2.5 times increase in the
space allocated to W7 in Superdrug, in
addition to the over fourfold increase in
retail space within Boots noted above.
In 2024, W7 sales in Europe grew by 21%
to £36.8 million (2023: £30.4 million),
representing 56% of W7 sales (2023: 53%).
This was driven by additional sales to
existing customers, particularly as they
expanded the size of their estates, and
to new customers, including in countries
where the Group has previously had only a
limited presence.
In the US, W7 sales grew by 23% to
£7.8 million in 2024 (2023: £6.3 million),
and accounted for 12% of overall W7 sales
(2023: 11%), with the Group benefiting,
in particular, from growth within CVS
and Five Below, together with increased
online sales.
Across the rest of the world, which is not
a primary focus for the Group, W7 sales
were £2.3 million (2023: £3.6 million) and
remain a modest proportion of overall
W7 sales at 4%.
Technic
Sales of branded Technic product in 2024,
which includes products sold under the
Technic, Body Collection, Man’stuff and
Chit Chat brands, increased by 8% to
£29.7 million, representing 29% of total
Group revenue (2023: £27.5 million/31%).
The Technic business also produces and
sells white label cosmetics for several major
high street retailers. Such opportunities are
assessed case-by-case, based on the return
they can deliver. In 2024, Technic’s white
label business grew by 90% to £4.3 million
(2023: £2.3 million), accounting for 4%
of Group revenue (2023: 2.5%) as higher
margin opportunities were presented.
In 2024, UK revenue was 42% of
Technic’s total sales at £14.3 million
(2023: £13.1 million/44%), increasing 9%
year-on-year. A particular highlight in the
UK was the launch in March 2024 of a full
range of Technic products in an initial 202
Morrisons stores.
Technic enjoyed particularly strong sales
growth in Europe, up 23% to £17.8 million
(2023: £14.5 million), accounting for 53%
of Technic sales (2023: 49%), driven by
increased product being sold to existing
customers, and the launch into new
customers, including significant further
expansion with the Dutch retailer, Wibra.
Sales for the Technic brand outside of the
UK and Europe accounted for 5% of Technic
sales (2023: 7%) and are therefore small
in the context of the Group as a whole,
representing less than 2% of Group revenue,
presenting an opportunity for future growth.
Technic continues to grow its direct online
sales, particularly through the brand
stores on Amazon.co.uk, Amazon.com and
on continental European Amazon sites.
These direct online sales remain a modest
proportion of Technic’s overall sales and
present a further opportunity for growth.
Chief Executive’s Statement
“Record level of sales and profits in 2024,
with an improved profit margin”
38
Warpaint London PLC
e-Commerce
In 2024, the Group continued to drive direct
online (“D2C”) sales, a strategy that started
in 2020. Revenue of £8.4 million in 2024
was an increase of 35% (2023: £6.2 million),
and as a proportion of Group revenue,
D2C sales increased to 8.3% in 2024
(2023: 6.9%). While growing these online
sales, the focus remains on achieving a
similar net margin to the Group’s sales
through traditional physical outlets.
The Group continues to have significant
opportunities to grow sales through the
W7 and Technic brands’ own e-commerce
sites, and on Amazon in the UK, Europe
and the US, and in China through official
W7 brand stores on Taobao Mall (Tmall),
the most visited B2C online retail platform
in China and Xiaohongshu (Red), one of
China’s foremost social media, fashion
and luxury shopping platforms.
Close-out
Close-out sales continued to reduce as
they are not a core focus, although the
Group will continue to take advantage of
profitable close-out opportunities as they
become available, as they continue to
provide a significant and profitable source
of intelligence in the colour cosmetics
market. In 2024, close-out sales were
£2.3 million (2023: £2.5 million) and
represented only 2% of the overall revenue
of the Group (2023: 3%).
Brand Architekts
Post year end, on 12 February 2025, we
were pleased to complete the acquisition
of Brand Architekts. Having followed the
company for some time, I believe that the
acquisition is an exciting and relatively
low risk opportunity to further bolster
Warpaint’s growth opportunities.
Brand Architekts is a health, beauty
and personal care brand specialist sold
throughout the UK and internationally,
with a focus on every day, high-performing
brands and products that engender
high levels of consumer loyalty. Brand
Architekts’ brand portfolio encompasses
female beauty, skincare, self-tan and
male grooming. Brands (including Skin
& Tan, Super Facialist, Dirty Works and
Fish Soho) are available on the high
street in leading pharmacy and drugstore
chains, in national grocery stores, on the
platforms of global e-tailers, and through
ecommerce websites.
Warpaint has a strong track record of
successfully acquiring, integrating and
growing businesses with complementary
brands, offerings and customers, and I
consider that Brand Architekts provides
a similar opportunity. Brand Architekts
has a number of high-quality brands
with a well-established customer
base that complements Warpaint’s
existing customer relationships and
brand portfolio. In addition, while Brand
Architekts has grown its gross margins
over recent financial periods, it carried
a high overhead cost base relative to
the level of gross profit generated by the
business. We have identified significant
cost synergies and have already begun
to reduce overheads to a more efficient
level, which should increase Brand
Architekts’ profitability. The integration of
the business into the Group is progressing
well and accordingly, the Warpaint board
expects the acquisition to be earnings
enhancing to Warpaint in the year ending
31 December 2025.
New Product Development
New product development (“NPD”)
continues to be core to the Group’s
proposition to provide new products that
are exciting, on trend, fast to market and
that meet consumers’ evolving tastes.
During 2024, the NPD team continued to
develop a strong pipeline of customer-
focused new products. The NPD team
works with around 25 manufacturing
partners, in China and globally, that can
provide high quality products quickly, at
very competitive prices, while meeting
our legal and ethical compliance
requirements, together with ensuring
continuity of delivery. The Group continues
to investigate new manufacturing
partners, particularly outside of China,
to ensure a diversity of supply and to
mitigate, as far as possible, the effects of
tariffs increasingly being implemented,
particularly in the US on Chinese
manufactured product.
The Group’s cosmetic products are
‘cruelty free’ and are not tested on
animals irrespective of where the products
are being supplied. The Group supports
cruelty free alternatives to animal testing
to become compulsory and animal testing
overall to cease globally. Warpaint proudly
displays the PETA company logo on its
products and its commitment to the PETA
‘Beauty without Bunnies program’ covers
all brands within the Group, including the
newly acquired Brand Architekt brands,
apart from Skin & Tan, which is approved
under the Cruelty Free International
Leaping Bunny programme.
Chief Executive’s Statement (continued)
9
Annual Report 2024
Strategic Report
Environmental impact
Warpaint is very focused on the
environmental impact of its products and
is committed to becoming an industry
leader for sustainable products and
packaging. The Group is proud to be
associated with Planet Mark, which
provides a clear framework for businesses
to measure their carbon reporting
through certification. As a member of
Planet Mark, the Company is committed
to implementing carbon reduction
strategies, staying ahead of legislation
and risk mitigation, and eliminating
greenwashing through effective and
transparent communication. Alongside the
ways our team members operate in the
workplace and wider communities, and
the efforts of product teams in ensuring
the most recyclable materials and least
plastic consuming designs are put into
production, Planet Mark forms a key part
of the Group’s sustainability agenda.
The Group uses only recyclable plastics in
the outer packaging of its gifting products
and continues to remove unrecyclable
plastics from all year-round products. The
Group’s product packaging therefore uses
paper and cardboard wherever practicable,
enabling the Group, its customers and end
users to recycle waste effectively.
All branded products across the Group are
manufactured vegan friendly and without
parabens. No heavy metals such as TBTO
(preservative) and other ingredients of
concern are added to products and all
raw materials comply with the strict
regulations applicable in the UK, EU, US,
Canada and other markets in which the
Group operates.
Marketing and PR
The Group’s marketing, PR and social
media teams continued to work to ensure
our marketing programmes remain
fresh, innovative, focused on customer
loyalty and showcasing our products to
new potential consumers. The Group has
a particular emphasis on social media
using brand ambassadors, influencers
and make-up artists and has individuals
dedicated to each of the main social
media platforms to ensure maximum
benefit is gained in these areas. In 2024
we successfully introduced the W7 TikTok
shop, demonstrating to consumers the
benefits of our products whilst enabling
them to order at the same time.
Strategy
On an annual basis the board reviews and appropriately adapts its three-year strategic plan for the business based on consumer
insight, market data, experience and the Group’s aims. This is targeted by year, measured, monitored and reviewed as part of the
board’s on-going business throughout the year. The strategic plan was updated in January 2025, forming the basis of the Group’s
focused activity through to 2027. The plan is developed to drive shareholder value and has defined targets for sales by the six key
pillars below, EBITDA, earnings per share and cash generation with a particular emphasis on driving incremental EBITDA growth.
The strategic plan comprises six key pillars:
1. Develop and build the
Group’s brands and ensure
new product development
reflects trends and
consumer needs
The Group ensures that everybody within the business has crystal clarity of the positioning and hierarchy
of the Group’s portfolio of brands. A key activity of the Group is developing affordable, quality new product,
which remains a crucial part of the Group’s activity. It is essential to provide great new product that is on
trend, fast to market and meets the consumers’ evolving tastes. A healthy pipeline of new products is the
continual focus of our NPD team who are also developing category extensions where appropriate to each
brand and gifting sets.
2. Develop and nurture
current core business
There is still significant potential to be realised and further distribution gains to be made with the current
customers, and the Group is committed to ensuring this potential is maximised. The Group is focused on
ensuring there is a clarity of product offering to each customer segment and to supporting its customers
with relevant new products, by using appropriate marketing and innovative merchandising solution to
draw consumers into stores and by enhancing the customer offer by cross selling the Group’s brands and
category extensions for example accessories, body mists, gifting and skin care where appropriate.
310
Warpaint London PLC
3. Grow market share in
the UK
The Group continues to focus on increasing the presence of its brands across the channels in which our
consumers shop, thereby increasing accessibility and driving profitable market share growth. As a result
of this strategy, the W7 brand successfully launched into Superdrug in 2023. As a result, further stores
were awarded in 2024 with merchandising solutions that provided greater space and range. Further store
and space growth is expected in 2025. Our partnership with Tesco continues to grow, with distribution
gains across all store formats, including the recent launch of an impulse solution at till points in more
than 200 Tesco Extra and Supermarket stores, while the group is gaining greater space and distribution
in Boots and diversifying into new categories. At the same time the Technic brand was successfully
launched with a range of product into Morrisons. Active discussions continue with other major retailers
who the Group is yet to supply. The expansion of the UK customer base is a key aim of management, as
the business continues to capitalise on consumers and retailers across all sectors who are increasingly
looking to provide quality products at affordable prices to their customers.
4. Grow market share in
the US and China
The US and China continue to provide major long-term growth opportunities for the Group. In the US,
Warpaint increased its management and selling capability in 2024. A compelling core product range for
the US has been established, with minimum margin requirements. The business is focused on targeted
customer initiatives that have gained both gifting and all-year-round listings with major retailers across key
channels. For example, in CVS, following a successful launch of W7 for a selection of all-year-round products
into 186 stores in 2023, W7 launched into a further 387 stores in February 2024, with an additional 398 more
stores expected to launch in 2025. The Group also successfully launched a range of Christmas gifts into
Walmart in 2024. In China, the Group conducts business locally through its Chinese subsidiary. We are also
continuing to register products for sale in China in order to grow our total offering and increase sales. This
has led to the sales of W7 products via W7 branded storefronts on on-line marketplaces.
5. Develop the online/
e-commerce strategy for
brand development and
profitable sales
Warpaint aims to grow and maximise profitable sales across the Group’s Direct to Consumer (“D2C”)
channels. As well as continuing to sell on its own websites and developing its own consumer community,
plans continue to be executed to develop sales across Amazon platforms. W7 stores fulfilled by Amazon
traded successfully in the UK, US, Italy and Germany in 2024 seeing substantial growth, whilst the Group
also launched on Amazon France and on our own TikTok shop in the UK. Further on-line sales platforms
and geographies continue to be evaluated and, where profitable opportunities are identified, launched over
the course of the three-year plan. The Group continues to develop and build its brands by utilising brand
ambassadors, influencers and make-up artists to engage actively with its target audience. The Group aims
to ensure that consumers are adequately inspired and educated on how the Group’s products can be used
to experiment and achieve different looks. Developing the social media strategy also directly impacts the
Group’s online sales strategy.
6. Develop and implement
appropriate strategies that
ensure Warpaint reduces its
impact on the environment
Warpaint recognises consumers’, customers’ and its own requirement to reduce its environmental impact.
The business has already identified and implemented a number of initiatives to reduce its environmental
footprint via reduced shipping and road mileage; removing plastics where possible from packaging and
improving recyclability; removing parabens from ingredients and ensuring all products are manufactured
cruelty free. Further initiatives have been identified, targeted and will be implemented across the course of
the three-year plan. Further information is contained within the ESG section of this annual report.
Chief Executive’s Statement (continued)
11
Annual Report 2024
Strategic Report
Customers & Geographies
The largest markets for sales of the
Group’s brands are continental Europe
and the UK, with a growing presence in
the US, coupled with global online sales.
In 2024 the Group’s top ten customers
represented 66% of revenues (2023: 69%).
Europe
54%
UK
34%
US
9%
Rest of
the World
3%
UK
In 2024, revenue from the UK was
£35.0 million (2023: £32.4 million), an
increase of 8%. The UK accounted for
34% of Group revenue in 2024 (2023: 36%).
Growth in the UK was seen by both our
lead W7 brand and the Technic brand, both
of which increased by 9%.
The top ten UK customers accounted
for 69% of UK sales (2023: 66%). Strong
growth was achieved during the year with
many UK retailers, with a strong start to
the rollout with Superdrug and further
growth with Boots and Tesco, particularly
increasing the average sales footprint per
store. Additionally, in March 2024, a full
range of Technic products was launched in
an initial 202 Morrisons stores.
We are also in continued talks with
major UK retailers who stock W7 and
Technic product to increase the offering
in their stores and anticipate further
expansion across their estates during
2025. Confirmed UK expansion in 2025
includes Superdrug rolling out W7 into
140 new stores and travel size products
in all stores from June 2025. Tesco have
confirmed a 150 store expansion of the
Group’s W7 impulse offering during 2025.
Boots are to take gifting products for
the first time for Christmas 2025 (to be
stocked in 350 stores) and accessories
going into 250 stores.
Europe
Since 2022, continental Europe has been
the largest sales area for the Group.
In 2024, Group revenue from Europe
increased by 22% to £54.7 million
(2023: £45.1 million), accounting for 54%
of overall Group sales (2023: 50%), with
growth seen from both existing customers
and those new to the Group. The largest
markets for the Group’s brands in
continental Europe are Spain, Denmark,
the Netherlands and Sweden, but with
an increasing presence in many other
countries in the region. Europe continues
to present growth opportunities, both
with existing and new customers, and
particularly in countries where the Group
currently has a more limited presence,
such as Germany and Italy.
Expansion of the Group’s footprint in
Europe in 2025 is expected to include
contributions from Tigota in Italy launching
a range of products in 200 stores with a
capsule collection going into an additional
400 stores and in the Netherlands, Etos is
expected to expand its product assortment
in all 546 stores with a permanent fixture
and an enhanced range in selected stores.
US
Revenue from the US, in sterling terms,
increased by 19% in 2024 to £8.7 million
(2023: £7.3 million) and grew by 22% in
US dollar terms. This equated to 8.5% of
overall 2024 Group sales (2023: 8%). Over
99% of US revenue was from the sale
of Group brands in 2024 as very limited
close-out activity was undertaken, in line
with the Group’s strategy to focus on its
own brands.
A new US management team was
appointed in the first half of 2024, tasked
with generating new business at higher
margins, moving away from selling
to retailers whose focus is on selling
products at deep discounts. As a result,
US sales in 2024 generated significantly
higher profits than has previously
been the case and for the first time the
Group’s US business delivered more than
US$1 million of pre-tax profits.
Significant US sales were generated in
the second half of the year as gifting
orders were delivered, including a large
Christmas order received from Walmart
for W7 and Chit Chat products.
The recent imposition of additional tariffs,
particularly on goods manufactured in
China, is having an impact on the margins
achievable from the Group’s US sales,
although we are seeking to mitigate the
effects as far as possible. Online, which
accounts for a significant proportion of
the Group’s US business and where we
have more selling price flexibility, price
increases have been implemented. We
continue to monitor the situation closely
and are focused on ensuring the Group
maintains its position in the US, whilst
maximising the available margin.
312
Warpaint London PLC
Despite this backdrop we are still seeing
appropriate growth opportunities in the US
and, for example, CVS will be expanding
the W7 range stocked and rolling-out to
a further 399 stores from August 2025,
taking the number of CVS stores stocking
the Group’s products to 918.
Rest of the World
2024 sales from the rest of the world
reduced to 3% of overall Group sales
(2023: 5%). Whilst the rest of the world is
not a primary focus for the Group, within
this area the largest sales are to Australia
and China, with other countries, such
as the Philippines, being served where
profitable sales in appropriate volumes
can be achieved.
Summary and Outlook
I am again very pleased with the Group’s
performance in 2024. We have continued
to grow sales and importantly these
sales have been achieved at a higher
gross margin as we focus on sales
through large retailers in the UK, Europe
and the US, together with growing our
online presence. Our robust supply chain
and distribution network, coupled with
maintaining appropriate levels of stock,
ensures that we are able to supply our
retail customers on time with product that
their customers are demanding.
Whilst trading conditions remain
challenging, and recently implemented
tariffs in the US are having an impact on
US margins, trading in 2025 has started
strongly with a solid first quarter, and
we continue to see significant growth
opportunities, particularly in the UK
and Europe. We continue to regularly
review our sourcing and are investigating
additional opportunities to manufacture
products outside of China, including in
the UK, to ensure the maximum available
margin, whilst ensuring consistency and
quality of supply.
Revenue for the first three months of
2025 is 14% ahead of the same period in
2024, including a contribution from Brand
Architekts from 12 February 2025, with
sales increases seen across all of the
Group’s brands, both in stores and online,
and at an improved gross margin to that
achieved for 2024 as a whole.
Whilst I believe the US remains a longer
term growth opportunity for the Group, in
particular due to the limited level of the
Group’s current business in the US and the
size of the market, the recent imposition
of additional US tariffs, particularly on
goods manufactured in China, is having an
impact on the Group’s current US business.
In the US we remain focused on ensuring
that sales the Group undertakes remain
profitable, whilst benefiting the longer-term
strategic positioning of the Group’s brands
in a potentially improved tariff environment.
Whilst sales to the US are likely to be
impacted in 2025 by the current tariff
levels, their modest contribution to Group
profits and the growth opportunities we are
seeing elsewhere mean that the board’s
expectations for the Group’s financial
performance in 2025 remain unchanged.
We will update further on our progress
later in the year and with significant
opportunities for further growth, including
from the recently acquired Brand
Architekts’ brands, I am confident that the
Group will continue to perform well for the
remainder of the year and beyond.
Sam Bazini
Chief Executive Officer
28 April 2025
Chief Executive’s Statement (continued)
13
Annual Report 2024
Strategic Report
13
2024 was another record year for the Group, with continued growth in revenue, margins and profit before tax. Group revenue
increased in the year by 13% and adjusted profit before tax increased by 34%. Gross margin improved in the year, with a
1.3 percentage point increase to 41.2%. This is the fourth year running that gross margin has improved.
On the 12 February 2025 the Group completed the purchase of Brand Architekts, the owner of a number of complementary health,
beauty and personal care brands, sold throughout the UK and internationally. Brand Architekts brands include Skin & Tan, Super
Facialist, Dirty Works and Fish Soho. The Group believes that the acquisition is an exciting and relatively low risk opportunity to
further bolster Warpaint’s growth opportunities.
The Group continues its strategy of building the W7 and Technic brands, together with its recently acquired brands. We remain
focused on margin, generating cash and remaining debt free.
The Group monitors its performance using a number of key performance indicators which are agreed and monitored by the board.
Headline results, shown below, represent the performance comparisons between the consolidated statements of income for the years
ended 31 December 2023 and 31 December 2024.
*Adjusted numbers are closer to the underlying cash flow
performance of the business which is regularly monitored
and measured by management, the adjustments made to
the statutory profit before tax are as follows:
Revenue (£m)
2024: £101.6 million +13%
Adjusted profit before tax* (£m)
2024: £24.6 million +34%
0
10
20
30
40
50
60
70
80
90
100
50.0
64.1
89.6
101.6
2023
2022
2021
2024
0
5
10
15
20
25
6.9
10.0
18.4
24.6
2022
2021
2024
2023
£m
2024
2023
Statutory PBT
23.76
18.12
Acquisition related expenses
0.42
nil
Amortisation of intangible assets
0.03
0.19
Share-based payments
0.35
0.13
*Adjusted PBT
24.56
18.44
Chief Financial Officer’s Review
314
Warpaint London PLC
Revenue
Group revenue for 2024 increased by 13.4% to £101.6 million (2023: £89.6 million).
Company branded sales were £95.1 million (2023: £84.8 million). The W7 brand generated sales in the year of £65.4 million
(2023: £57.4 million), while the Technic brand, excluding sales of retailer own brand white label cosmetics, contributed sales of
£29.7 million (2023: £27.5 million).
In 2024, sales of white label cosmetics were £4.3 million (2023: £2.3 million). The white label business is traditionally cost competitive
and is only undertaken based on commercial viability, in particular margin.
Close-out sales were £2.3 million (2023: £2.5 million), as the Group, in line with its strategy, continued to reduce its focus on close-out
opportunities.
The major regions for Group sales are the UK, Europe and the US. In the UK, sales increased by 8.0% to £35.0 million
(2023: £32.4 million). International revenue increased by 16.5% to £66.6 million (2023: £57.2 million).
In Europe, sales increased by 21.5% to £54.7 million (2023: £45.1 million).
In the US, Group sales increased by 18.5% to £8.7 million (2023: £7.3 million), which, in US dollar terms, was an increase of 22%, to
US$11.1 million (2023: US$9.1 million). For the first time, the US business delivered in excess of US$1 million of pre-tax profits, as the
new management team put in place at the start of 2024 focused on generating profitable business with larger customers and moved
away from selling to deep discounters. Since the year end, tariffs into the US have increased, and currently this is still a developing
situation. Management have considered the newly implemented US tariffs and have calculated that the changes in tariffs will have no
material impact on the business as a whole, or the carrying value of the goodwill in its US entity.
In the rest of the world, Group sales decreased by 33.3% to £3.2 million (2023: £4.8 million).
E-commerce sales were up by 35% to £8.4 million, now representing 8.3% of Group revenue (2023: £6.2 million/6.9%).
Product Gross Margin
Gross margin was 41.2% for the year compared to 39.9% in 2023.
This is the fourth year in a row that gross margin has improved incrementally. New product development, and sourcing product
from new factories have helped achieve a gross margin improvement in 2024, without the need for an inflationary price increase to
customers at the start of the year. Also, contributing to the improvement in gross margin is the performance in the US, where the new
management team have delivered a 3.4 percentage point increase in gross margin in the year compared to 2023. The improvement in
gross margin at the Group level is despite increased freight rates during the year.
In 2024, the proportion of Group revenue from Group branded product, which overall achieves a higher margin than close-out sales
and retailer own brand white label sales, remained relatively unchanged at 94% (2023: 95%). Group brand sales include all-year-round
colour cosmetics and gifting, which is sold at a more competitive margin than all-year-round colour cosmetics. Gifting sales in 2024
grew slightly but remained at the same percentage of overall Group brand sales and therefore made little impact to the overall margin
achieved by the Group in the year.
We remain focused on improving gross margin where possible in all our businesses and are working with our Asian business units to
execute this. Margins are also benefiting from the increased scale of our orders placed with existing suppliers as the business grows.
To counter currency pressure, we continue to move production to new factories of equal quality to retain or improve margin and have a
natural hedge from our US dollar revenue.
Chief Financial Officer’s Review (continued)
15
Annual Report 2024
Strategic Report
At 31 December 2023, forward foreign exchange contracts were in place for the purchase of US$42 million at an average exchange
rate of US$1.2537, this helped to protect our margin in 2024. Since the start of 2024, we have purchased more forward foreign
exchange contracts to further help protect our gross margin in 2024 and into 2025. At 31 December 2024, forward foreign exchange
contracts were in place for the purchase of US$57 million at an average exchange rate of US$1.2912.
The currency options we have for the current year, along with new product development and sourcing strategies, will all contribute to
protect our gross margin in 2025.
Operating Expenses
Total operating expenses before acquisition related expenses, amortisation costs, depreciation, foreign exchange movements
and share-based payments, increased in line with sales, increasing by 14.7% to £16.9 million in the year, or 16.6% of revenue
(2023: £14.7 million/16.4%).
The absolute increase of £2.2 million in the year was necessary to support the growth of the business and included increases in wages
and salaries, business rates, insurance costs, the spend on PR and marketing as e-commerce sales continue to grow, legal and
professional fees, and the cost of a larger US sales team. There was a decrease in the charge for bad debts.
Warpaint remains a business with relatively fixed operating expenses evenly spread across the whole year. We continue to monitor
and examine significant costs to ensure they are controlled and strive to reduce them. In addition, the increased scale of the business
continues to give the Group increased buying power.
Adjusted EBITDA
The board considers Adjusted EBITDA (adjusted for foreign exchange movements, share-based payments and acquisition related
expenses) a key indicator of the performance of the Group and one that is more closely aligned to the underlying performance of the
business. Adjusted EBITDA for the year was £25.0 million (2023: £21.0 million).
£m
Year ended
31 Dec 2024
Year ended
31 Dec 2023
Statutory profit from operations
24.00m
18.48m
Depreciation
0.93m
0.66m
Amortisation of right of use assets
1.27m
1.11m
Amortisation of intangible assets
0.03m
0.19m
Foreign exchange gain/loss
(2.0)m
0.43m
EBITDA
24.23m
20.87m
Acquisition related expenses
0.42m
-
Share-based payments
0.35m
0.13m
Adjusted EBITDA
25.00m
21.00m
15
316
Warpaint London PLC
Profit Before Tax
Group profit before tax for the year was £23.8 million (2023: £18.1 million). A reconciliation between profits in 2024 and 2023 is shown
below:
£m
Effect on
Profit
Sales volume growth
4.8m
Margin growth
1.3m
Increase in operating expenses (detailed above)
(2.2)m
FX gain in 2024 £2.0 million (2023: Loss £0.4 million)
2.4m
Acquisition related expenses in the year
(0.4)m
Other items
(0.2)m
Change in profit before tax between 2024 and 2023
5.7m
Tax
The tax rate for the Group for 2024 was 23.3% compared to the average UK corporation tax standard rate of 25.0% for 2024. Since
the acquisition of LMS, the Group is exposed to tax in the USA at an effective rate of approximately 25% and in other jurisdictions the
Group operates cost centres, but these are not materially exposed to changes in tax rates.
Earnings Per Share
The statutory basic and diluted earnings per share were 23.47p and 23.34p respectively in 2024 (2023: 18.05p and 17.98p).
The adjusted basic and diluted earnings per share before acquisition related expenses in the year, amortisation costs and share-based
payments were 24.25p and 24.12p respectively in 2024 (2023: 18.37p and 18.30p).
Dividends
The board is recommending a final dividend for 2024 of 7.5 pence per share, making a total dividend for the year of 11.0 pence per
share of which 3.5 pence per share was paid on 24 November 2024 (2023: Total dividend of 9.0 pence per share, of which the interim
dividend was 3.0 pence per share and the final dividend was 6.0 pence per share). The dividend for the year is covered 2.2 times by
adjusted earnings per share.
Cash Flow and Cash Position
The Group’s year end cash balance increased by £12.8 million to £21.9 million (2023: £9.1 million). The year end cash balance includes
restricted cash of £14.0 million which was held in an escrow account at 31 December 2024. The funds were released in February 2025
and utilised in the acquisition of Brand Architekts. Further details of this acquisition are provided in Notes 14 and 28.
Net cash flow generated from operating activities was £9.2 million (2023: £10.4 million). The cash generated was principally used to
fund working capital, make dividend payments in the year, and for the planned acquisition of Brand Architekts.
Cash balances were negatively impacted in the year by an increase in corporation tax paid in the period, due to a change in collection
policy by HMRC. This change affected the first half of 2024 in which tax paid was £4.7 million (2023: £0.9 million).
We expect the capital expenditure requirements of the Group to remain low. However, as part of our strategy to grow market share in
the UK and US, there will be occasions where investment in store furniture for customers is required to secure business.
16
Chief Financial Officer’s Review (continued)
17
Annual Report 2024
Strategic Report
In 2024, £2.2 million (2023: £0.5 million) was spent on store furniture, solar panels, new computer software and equipment, warehouse
improvements and other general office fixtures and fittings and plant upgrades.
As the Group continues to grow, it is both necessary and prudent to have bank facilities available to help fund day-to-day working
capital requirements. Accordingly, the Group maintains a £9.5 million invoice and stock finance facility that is used to help fund
imports in our gifting business during its peak season. At the year end, no invoice and stock finance remained outstanding (2023:
£nil). In addition, the Group has a ‘general purpose’ facility of £5.0 million (reducing at the Company’s request to £1.0 million from
1 May 2025). This facility was unused at 31 December 2024. These facilities, together with the Group’s positive cash generation and the
cash balance, ensure that future growth can be comfortably funded.
Share Options
The following options over ordinary shares have been exercised or granted by the Company in the year:
Date
Shares
Transaction
Scheme
Exercise price
7 May 2024
85,895
Exercise
EMI
237.5p
30 May 2024
290,000
Exercise
CSOP
122.0p
19 September 2024
110,000
Exercise
CSOP
122.0p
30 October 2024
362,509
*Granted
CSOP
490.0p
30 October 2024
255,992
*Granted
EMI (unapproved)
490.0p
5 December 2024
205,000
*Granted
EMI (unapproved)
490.0p
* See note 21 for the general terms and conditions of the shares granted in the year.
The exercise of EMI & CSOP share options during the year had an immaterial dilutive impact on earnings per share in the period.
The share-based payment charge of the EMI and CSOP share options for the year was £0.35 million (2023: £0.13 million) and has been
taken to the share option reserve.
Balance Sheet
Inventory was £3.2 million higher at the year end at £31.2 million (2023: £28.0 million). The rise in inventory is a function of the growth
of the business and to ensure delivery disruption is avoided for our customers. One of the Group’s unique selling propositions is that it
can deliver a full range of colour cosmetics to our customers, in good time all year round. Having appropriate inventory levels is vital
to providing that service. The provision for old and slow inventory was £0.42 million, 1.3% at the year-end (2023: £0.38 million, 1.3%).
Across the Group we worked hard in the year to sell through older stock lines, allowing for our provision for old and slow inventory to
remain unchanged year-on-year in percentage terms. Our Group policy is to provide for 50% of the cost of perishable items that are
over two years old. However, we remain comforted by the fact that many such items in the normal course of business are eventually
sold through our close-out division without a loss to the Group.
Trade receivables are monitored by management to ensure collection is made to terms, to reduce the risk of bad debt and to control
debtor days, which remain broadly in line with the prior year. At the year end, trade receivables, excluding other receivables, were
£13.6 million (2023: £11.0 million), the increase on 2023 being due to the rise in sales year-on-year. The provision for bad and doubtful
debts carried forward at the year-end was £0.09 million, 0.6% of gross trade receivables (2023: £0.13 million, 1.2%).
At year end, the Group had no borrowings or lease liabilities outstanding (2023: £nil), apart from those associated with right-of-use
assets as directed by IFRS 16 (see below). The Group was therefore debt free at the year end.
Working capital increased by £22.4 million in the year, to £63.4 million. The main components were an increase in inventory of
£3.2 million, an increase in trade and other receivables of £2.8 million, an increase in cash at the year-end of £12.8 million, and a
decrease in trade and other payables of £2.0 million. Other items contributed an increase of £1.6 million. The year end cash balance
includes restricted cash of £14.0 million which was held in an escrow account at 31 December 2024.
17
318
Warpaint London PLC
Chief Financial Officer’s Review (continued)
Free cash flow (cash from operating activities less capital expenditure) remained strong at £6.9 million (2023: £9.9 million). Cash flow
was negatively impacted in the year by an increase in corporation tax paid in the period, due to a change in collection policy by HMRC.
This change affected the first half of 2024 in which tax paid was £4.7 million (2023: £0.9 million).
The Group’s balance sheet remains in a very healthy position. Net assets totalled £73.3 million at 31 December 2024, an increase of
£26.5 million from 2023. Most of the balance sheet is made up of liquid assets, inventory, trade receivables and cash. Included on
the balance sheet is £7.3 million of goodwill (2023: £7.3 million) and £0.1 million of intangible fixed assets (2023: £0.1 million). As at
the year-end, cash totalled £21.9 million (31 December 2023: £9.1 million). The year end cash balance includes restricted cash of
£14.0 million which was held in an escrow account at 31 December 2024.
Goodwill represents the excess of consideration over the fair value of the Group’s share of the net identifiable assets of acquired
businesses / cash generating units at the date of acquisition. The carrying value at 31 December 2024 of £7.3 million included
Treasured Scents Limited at £0.5 million, Retra Holdings Limited at £6.2 million and Marvin Leeds Marketing Services, Inc. at
£0.6 million. Management has performed the required annual impairment review at 31 December 2024 and concluded that no
impairment is indicated for Treasured Scents Limited, Retra Holdings Limited or Marvin Leeds Marketing Services, Inc. as the
recoverable amount exceeds the carrying value.
The balance sheet also includes £4.1 million of right-of-use assets, which is the inclusion of Group leasehold properties, recognised
as right-of-use assets as directed by IFRS 16. An equivalent lease liability is included of £4.2 million at the balance sheet date.
Foreign Exchange
The Group currently imports most of its finished goods from China, paid for in US dollars, which are purchased throughout the year
at spot as needed, or by taking forward foreign exchange contracts when rates are deemed favourable, and with consideration for the
budget rate set by the board for the year. Similarly, forward foreign exchange contracts are taken to sell forward our expected Euro
income in the year to ensure our sales margin is protected.
We started 2024 with forward foreign exchange contracts in place for the purchase of US$42 million at an average exchange rate of
US$1.2537/£, and the sale of €3.7 million at €1.1447/£. During 2024 when currency rates were favourable, we purchased additional
US dollar forward foreign exchange contracts and spot rate amounts to cover our total US dollar requirement for the year.
In addition, during 2024 we purchased forward foreign exchange contracts to help protect the Group’s gross margin in 2025. At
31 December 2024, forward foreign exchange contracts were in place for the purchase of US$57 million at an average exchange rate of
US$1.2912/£, and the sale of €2.3 million at €1.1627/£.
The Group additionally has a natural hedge from sales to the US which are entirely in US dollars, in 2024 these sales were
US$11.1 million (2023: US$9.1 million).
Together with sourcing product from new factories where it makes commercial sense to do so, new product development, and by
buying US dollars when rates are favourable, we are able to mitigate to a large extent the effect of a strong US dollar against sterling.
19
Annual Report 2024
Post balance sheet events
On 12 February 2025, the Company completed the acquisition of 100% of the ordinary shares of Brand Architekts for £13.3 million in
cash and the issue of 103,422 Warpaint shares at £5.24, making a total purchase consideration of £13.9 million (the “Acquisition”).
Including legal and professional fees, the total purchase price of the Acquisition was £14.7 million, of which £0.42 million was incurred
in 2024.
The Acquisition will be accounted for using the acquisition method of accounting in accordance with IFRS 3. Management is still in
the process of allocating the purchase price, however, initially the book value of net assets acquired was £11.28 million, including
£6.2 million of cash. Further details are shown in note 28.
Directors’ Loans
The Company raised funds in the year in order to pay for the Acquisition. Before raising the funds through a placing and retail offering,
which completed on 9 December 2024, the Company received loans from two of its directors in order to demonstrate adequate cash
resources (the “Directors’ Loans”). The funds from the Directors’ Loans were held in escrow.
The Company considered various alternative ways to obtain the finance required ahead of the placing to fund the Acquisition. The cost
of this short term funding was significant and accordingly Sam Bazini and Eoin Macleod offered to provide the Directors’ Loans at no
arrangement cost to the Company and on the terms set out below. The board (excluding Sam Bazini and Eoin Macleod) considered
this offer and resolved to accept it as it was comfortably the most cost-effective and practical way to obtain this finance. Sam Bazini
and Eoin Macleod requested the Company donate the interest that they would have earned from the Directors’ Loans to UK children’s
charities, which the board was happy to do. On the 6 January 2025 a donation of £24,164 was made by the Company to Noah’s Ark,
Children’s Hospice.
The Directors’ Loans to the Company in the year consisted of a loan from Sam Bazini of £8,500,000 and a loan from Eoin Macleod of
£5,500,000.
The Directors’ Loans were each on the same terms and interest was payable by the Company on the full amount of each Directors
Loan at the Bank of England’s base rate plus 0.5 percent, until the date on which the relevant loan was repaid in full, there was no
fixed term, and no security was provided by the Company.
The Director’s Loans were made on the 29 November 2024 and repaid in full on 10 December 2024. There were no amounts
outstanding at the end of the year (2023: £nil).
Section 172(1) Statement
The directors are well aware of their duty under section 172 of the Companies Act 2006. Further information on how the directors have
had regard to the Section 172(1) Matters can be found in the Stakeholder Engagement and Section 172 Report.
Strategic Report - Risk Management
Warpaint is exposed to a variety of risks that can have financial, operational and regulatory impacts on the Group’s business
performance. The board recognises that creating shareholder returns is the reward for taking and accepting risk. The effective
management of risk is therefore critical to supporting the delivery of the Group’s strategic objectives.
Strategic Report
320
Warpaint London PLC
Risk
Risk Level
Movement
Currency / Foreign Exchange (“FX”)
Due to the Group’s goods being manufactured outside of its key trading areas and its extensive export business
from the UK, it both generates revenues and incurs manufacturing costs in foreign currencies. As a result, the
Group is exposed to the risk that adverse exchange rate movements cause the value (relative to its reporting
currency) of its revenues to decrease, or costs to increase, resulting in reduced profitability.
Management continues to review the Group’s hedging policy to ensure it remains appropriate while it
increases its international business. There is a Group FX committee made up of senior management who
communicate regularly. Whenever possible foreign currency is purchased (using forward foreign exchange
contracts) at, or as close as possible to, the budget rate to cover the annual needs of the business.
Warpaint has determined this remains a principal risk of the business.
Medium
Unchanged
Reliance on Key Suppliers
In 2024, one key supplier from China was responsible for approximately 17.3% (2023: 19%) of the Group’s
brand ranges of colour cosmetics. This is the first time since IPO to AIM that this key supplier percentage
has fallen below 17.5% as we continue to source from new suppliers. If there were some catastrophic
event that reduced or stopped deliveries from this key supplier, management would be able to place orders
with other existing suppliers. However, this would take several months to implement and such an event
would therefore have a material adverse effect on the Group’s financial position, results of operations and
future prospects.
Management retains close relations with suppliers with relatively short lead times, and the Group typically
holds four to six months of inventory at any one time, nevertheless the sourcing of new suppliers in a wider
geographic location is ongoing.
Medium
Reduced
Product Liability
All products are manufactured in facilities approved by relevant authorities. The ingredients in each
product are compliant with and meet the relevant standards required by the markets to which the products
will be sold into. There is however always the risk that an end user could have an allergic or other reaction
to an individual product leading to the possibility of compensation claims and potentially damaging the
good reputation of the Group’s brands.
Management has every colour cosmetic ingredient independently checked by a qualified chemist for
compliance with UK, EU, US regulations and when necessary, any other relevant legislation, and maintain
adequate product and public liability insurance to ensure that any claims have little impact on the Group’s
profitability.
Warpaint has determined this remains a principal risk of the business.
Medium
Unchanged
Significant Customers
The Group has one customer in Denmark with over 850 stores across Denmark, Norway, Sweden, the
Netherlands, France, Finland, Portugal and Spain. In 2024 this customer represented 27.2% (2023: 25.9%) of
Group revenue. We currently have an excellent working relationship with this customer who has a significant
awareness of Warpaint’s brands.
Management believes that, should the customer decide not to sell our brands, a large amount (if not all) of
the existing business will be taken up by other retailers in the countries in which the customer operates.
Warpaint has determined this remains a principal risk of the business.
Medium
Unchanged
Chief Financial Officer’s Review (continued)
21
Annual Report 2024
Risk
Risk Level
Movement
Location
The Group has the majority of its operations and assets split across three locations in Iver, West Drayton
and Silsden in the UK. If a fire were to befall any of the Group’s premises, a significant amount of assets
might be destroyed or damaged and – although the Group has insurance cover in place – the Group’s
business, financial results and prospects might be negatively affected by such an event.
Fire alarm systems are tested weekly, smoke detectors inspected quarterly, fire extinguishers tested
annually, and trained fire marshals are onsite. Staff have regular fire drills and fire risk assessments are
carried out to ensure compliance with fire regulations.
Low
Unchanged
Cyber Attacks
There is an increasing risk that cybercrime will cause business interruption, loss of key systems, loss of
online sales, theft of data or damage to reputation.
The Group regularly reviews, tests and invests in the development and maintenance of its IT infrastructure,
systems and security. There is in place disaster recovery and business continuity plans that are tested annually.
The Group has a password policy in place and utilises Multifactor Authentication (MFA) before access is granted
to its systems and data.
Warpaint has determined this remains a principal risk of the business.
Medium
Unchanged
Covid-19 Type Pandemic
Covid-19 or another similar virus pandemic will cause major disruption to the business. Staff will be absent
either through illness or from isolation measures, the business strategy will be affected, delayed and
perhaps will require reassessment. Capital markets and foreign exchange markets will become volatile, and
the supply chain and customer base may temporarily close.
In a pandemic situation, the Group will follow Government guidelines and enable staff to work remotely where
possible, until such time that they can return to work with new workplace safety measures in place, will explore
and examine liquidity continuity measures and implement business continuity plans. A committee made up of
the Chief Executive Officer, the managing director of Retra and Keith Sadler, a non-executive director will be
utilised to formulate and implement a Group wide response in the event of a further pandemic or other similar
disruptive event.
High
Unchanged
This information forms part of the strategic report and has been approved for issue by the board on 28 April 2025.
Neil Rodol
Chief Financial Officer
28 April 2025
Strategic Report
3
Warpaint London PLC
Introduction
Warpaint is committed to ensuring that
its business is contributing to society in
an ethical, sustainable, and well governed
manner for the benefit of all stakeholders.
The Group’s environmental and social
responsibilities are important to its
long‑term success, and key environmental
goals have been embedded within its
long‑term strategy, with the aim of
continually improving all aspects of the
Group’s environmental performance, as far
as is economically feasible.
This report outlines the actions taken,
business practices, and policies and
procedures adopted to address the Group’s
environmental, social and governance
(“ESG”) obligations and responsibilities.
These will be reviewed throughout 2025
and in subsequent years, to measure
progress and to scope further objectives
and outcomes to improve performance in
these three important areas.
The Group’s strategy is set out in the
Chief Executive’s Statement and further
information is set out in the Corporate
Governance Report and Engagement with
Stakeholders and Section 172 Report.
Environment and Sustainability
As the Group reports on its environmental
and sustainability impact for the financial
year ended 31 December 2024, the board
is proud of the progress made to date and
continues to strive for a future where the
planet is cared for, and value is created not
only for our Company, but for the collective
success of all our stakeholders.
The Group is prioritising the ESG issues
that offer the greatest potential for the
Group to create shared value, and the
board has adopted a Sustainability Strategy
focusing on four key pillars:
• Planet: In 2024 the Group continued
to work with Planet Mark to measure
and report against its Scope 1 and 2
emissions, review onsite energy, water
and recycling management, and to
support the development of our factory
sustainability assessments. Warpaint
and Badgequo have achieved a year 2
business certification with Planet Mark,
demonstrating the Group’s measurement
of key environmental measures. In 2024
our work with Planet Mark was extended
and a plan formulated for measuring and
reporting on a fully certified basis against
Scope 3 emissions, which will commence
in 2025.
• Products: The product and packaging
reduction and alternative strategy
introduced in 2022 has been further
developed through 2024, accelerating
compliance with product and packaging
regulations, and rationalising the Group’s
packaging supply sources.
• People: Warpaint’s commitment to its
employees remains at the forefront of
its focus along with the development
of corporate and community charity
initiatives.
• Performance: The Group’s progress
against defined goals and targets will be
measured and reported on for the year
ended 2025.
Our Planet and the Environment
Planet Mark
Climate change is one of today’s greatest
challenges, profoundly affecting all
regions of the world and all sectors of
society. All individuals and industries must
work together to halt the climate crisis
and embrace long term sustainability.
CO2 is a powerful greenhouse gas that
has been proved to have the biggest
impact on air pollution and global
warming, and by 2050 every UK business
must be net-zero by law.
The measurement of the Group’s carbon
footprint plays a fundamental role in
creating an environmental strategy
that mitigates risk and maximises the
opportunities to reduce CO2 emissions
and start the journey towards net-zero.
As a business Warpaint is committed to
reporting its progress with transparency,
verifiable data and science-based
methodologies to support its long-term
strategy and drive improvements.
In 2024 the Group continued its work with
Planet Mark, an independent consulting
group experienced in the measurement,
development and communication of
carbon and social data and goals which
provides a sustainability certification for
organisations and their products. In 2023
the Group collated the necessary energy
consumption, waste and water usage
data to enable an initial measurement
to be produced and adopted, resulting in
the Group’s first Planet Mark certification
being obtained in Q4 2023, in respect of
the year ended 31 December 2022. The
Group is measured in each calendar
year and the certification produced in the
following year. This process has continued
throughout 2024 and the Group’s second
full year of key measurement metrics
for the year to 31 December 2023 were
certified in Q4 2024 as follows:
Environmental Social and Governance Report
22
Annual Report 2024
Governance
Continuous improvement will be tracked
against these key measurement metrics.
Targets and goals against these base level
metrics will be further developed, monitored
and communicated and disseminated
throughout the Group and beyond to ensure
that stakeholders are engaged and fully
aligned with the Group’s aims, in order that
progress may be achieved.
Certification for the 2024 year is expected
to be available in Q4 2025.
SECR Streamline Energy and Carbon Reporting
The Group reports annually against the
SECR Streamline Energy and Carbon
Reporting (“SECR”) requirements and
details are set out in the Directors’ Report.
Using an intensity metric based on Group
sales, for the year ended 31 December
2024 the energy and GHG emissions
from business activities involving the
combustion of gas, the purchase of
electricity, and business mileage was
1.02kg tCO2/£mil in the year (2023: 1.16kg
tCO2/£mil).
Our Premises and Logistics
The Group includes energy efficiency
measures whenever possible in carrying
out its business, and when making
operational decisions. In 2024, the Group
completed the upgrade of internal and
external lighting to LED units throughout
all its sites. In 2024 Warpaint completed
the installation of solar panels to the roof
at its largest warehouse site, to provide
electricity throughout the year and to
return any surplus energy back to the grid.
The number of electric cars utilised by
Group employees increased in 2024.
New technologies continue to be
considered in order to improve the
environmental performance of the Group’s
sites, to reduce energy consumption
and improve overall energy efficiency
throughout the business.
Reducing physical waste is also a key part
of the Group’s sustainability objectives,
and progress continues to be made in
ensuring that onsite recycling is easily
accessible across the Group’s offices and
warehouses, including glass, plastic and
paper recycling and Terracycle recycling
boxes for cosmetic packaging. The Group’s
industrial waste removal programme has
also been strengthened.
Warpaint continues to be mindful of
its carbon footprint in the shipping
and transportation of products from
suppliers to the Group’s warehouses
and customers, seeking to minimise its
carbon footprint as much as possible, for
example shipping direct from China to
the US for product sales there, and using
air carriage only when unavoidable. The
Group is encouraged by its shippers who
are increasingly investing in the reduction
of their own carbon footprint with the
development of their own reduced carbon
vessels and solutions. These shippers are
utilised wherever practicable.
In 2025 the Company will be taking
occupation of premises at Frontier Park,
Burnley, which will operate as a single
warehouse and logistics hub for Technic
products. It is also planned that the site
will handle logistics for other brands
within the Group. This is anticipated to
have a positive impact on the Group’s
logistics model and will offer operational
and environmental benefits.
Most interactions with suppliers and
retail customers take place online. This
is encouraged wherever practicable, with
travel (and particularly air travel) limited,
and customer, supplier, management and
employee meetings held virtually where
feasible. Face-to-face meetings are still held
only where this is considered necessary and
conducive to a more productive relationship.
This aims to reduce the environmental
impact of the Group’s travel and is reflected
in its travel policy, which encourages
essential travel only. Where air travel is
deemed necessary the use of airlines that
provide carbon offsetting is encouraged
wherever possible. The Group’s direct
presence in the manufacturing region also
helps in this regard.
Attendance at trade shows and exhibitions
has reduced overall. Virtual trade shows
are attended wherever possible, with only
key events attended face-to-face and,
where practicable, these are combined
with other customer or supplier visits.
As the Company grows its investor
base, and attracts more investment
banking interest it receives invitations to
investor roadshows and conferences held
internationally. These are attended where
it is considered beneficial for investors as
a whole and the Company will participate
virtually, where that is an option.
23
2023*
276.1 tCO2e measured emissions/
2.1 tCO2e per employee
including:
• Buildings: 98.1 tCO2e
• Travel: 130.6 tCO2e
• Waste: 45.9 tCO2e
• Water: 0.4 tCO2e
• Procurement: 1.0 tCO2e
• Home Working: 10.7 tCO2e
2022
761.4 tCO2e measured emissions/
6.8 tCO2e per employee
including:
• Buildings: 107.6 tCO2e
• Travel: 40.07 tCO2e
• Waste: 28.3 tCO2e
• Water: 0.4 tCO2e
• Procurement: 1.3 tCO2e
• Home Working: 7.4 tCO2e
*The 2023 figures do not include freight which for 2023, 2024 and beyond will be
accounted for in Scope 3 emissions.
3
Warpaint London PLC
24
Our Products
Product Testing
The Group’s cosmetic products are
“cruelty free” and are not tested on
animals irrespective of where the products
are being supplied. The Group supports
cruelty free alternatives to animal testing
to become compulsory and animal testing
overall to cease globally.
The Company joined and remains
committed to the PETA “Beauty Without
Bunnies Program” a globally recognised
programme demonstrating a commitment
to PETA’s Global Animal Test-Free
standard. In line with this standard,
Warpaint agrees that it will not conduct,
commission, or pay for animal testing
of any products, nor will it conduct,
commission, or pay for animal testing
of ingredients used in, or formulations
of, such products. Warpaint commits to
continue to ensure that its suppliers of
ingredients do not conduct, commission,
or pay for tests on any ingredients used
in its products. Warpaint will continue to
ensure its suppliers/manufacturers of
finished products do not and shall not
conduct, commission or pay for animal
testing of any products.
Warpaint proudly displays the PETA
company logo on our products for all new
products and as packaging is updated.
Warpaint’s commitment to the PETA
programme is Group wide and covers all
brands within the Group apart from Brand
Architekts’ Skin & Tan products, which are
approved under Cruelty Free International’s
Leaping Bunny programme.
Product Ingredients
All newly developed Warpaint products
are manufactured vegan friendly and
without parabens. Any existing products
that contain parabens have now all been
reformulated. The Group had a dedicated
vegan range, Very Vegan, but this was fully
discontinued in 2024 and the W7 brand is
now entirely vegan.
No heavy metals such as TBTO
(preservative) and other ingredients of
concern are added to the Group’s colour
cosmetic products, and all raw materials
comply with the strict regulations
applicable in the UK, EU, US and Canada
and other markets in which we operate.
CTPA Membership
The Warpaint Group companies are
full members of the Cosmetic, Toiletry
& Perfumery Association (CTPA). The
CTPA is the trade association for the UK
cosmetic and personal care industry,
and through its membership the Group
ensures it remains aware of industry
news, issues, and regulatory compliance
both in the UK and globally. The Group has
employees sitting on both the Compliance
and Regulatory Committee – providing
advice, on-going support and guidance
on all regulatory and compliance matters
regarding the placing on the market of
cosmetic products in the UK and EU,
and the Scientific Committee – providing
advice, on-going support and direction
on all scientific matters pertaining to
the safety and integrity of cosmetic
ingredients and technical aspects of
manufacturing cosmetic products.
Responsible Sourcing and Manufacturing
“Good Manufacturing Practice
Certificates” are provided by suppliers
for all of the factories used in the
manufacture of the Group’s goods. The
Group’s main suppliers also produce for
many international brands, and additional
comfort is taken from the public ethical
and sustainability stance around the world
of these brands. The Group’s suppliers
are encouraged to share the results of
their BSCI and Sedex audits when they
have taken place and, for all its branded
products the Group has adopted a vendor
assessment policy that includes ethical
and sustainability criteria.
Warpaint is committed to ethical and
responsible sourcing practices aligned
with international standards and
protocols for human rights, worker rights,
environmental and human health and
safety. In support of this commitment, the
Group seeks to enhance its responsible
and ethical sourcing practices to better
address the risks and challenges in an
increasingly complex global supply chain.
Sustainable Products and Packaging
The Group is committed to becoming an
industry leader for sustainable products
and packaging.
The Group has a robust strategy to
eliminate all unrecyclable plastics as per
the ‘UK Plastic Pack’, an accredited body
who drives improvements to industry
standards through DEFRA (UK Department
for Environment, Food and Rural Affairs).
All unrecyclable plastics have now been
removed from outer gifting packaging,
and the Group is progressing well with its
journey of removing unrecyclable plastics
from the packaging of all- year-round
products as well. The Group has also
changed certain products into alternative
fully recyclable materials, and has
proactively removed the majority of plastics
from most outer packaging, aiming to use
paper and cardboard product packaging
wherever practicable. This enables the
Group, its customers and end consumers
to recycle the waste effectively.
Some Group products are already plastic
free, and there are plans in place to
change to sustainable FSC, virgin or
recycled packaging where feasible, with
ambitions to become one of the leaders in
this area.
The use of plastics in product casings
has previously been challenging to
remove, but with material developments
Environmental Social and Governance Report (continued)
25
Annual Report 2024
Governance
and understanding, the Group is actively
working on testing and sampling new
materials. Where the use of plastic is
unavoidable, recyclable packaging will
be used wherever possible. By providing
clear instructions on our product labelling,
consumers will know how to dispose of
the packaging in sustainable ways. The
Group is encouraged by the progress
made by its product teams in building
processes to challenge the plastics in
product casings and is equally encouraged
by the support received from suppliers in
the move to more recyclable packaging.
This will continue to be challenging until
the most recyclable materials become
available at an appropriate price for
the mass market. In the meantime, a
large proportion of the Group’s NPD
in 2024 continued to pass through our
changed protocols and this will continue
in the coming years. NPD processes
for the Technic brands also include an
accompanying packaging development
protocol alongside the development of
the products themselves, to ensure that
recyclable packaging is considered with all
NPD, wherever possible.
Management is confident that current
unrecyclable plastics within the Group’s
products will be replaced with the most
reusable and recycled plastic materials
available, ensuring the achievement of
Government Guidelines for brand and
producer responsibilities. This will help
the Group comply with the new Extended
Producer Responsibility (EPR) regulations
which came into force in early 2025.
The NPD team is actively engaging with
DEFRA on the introduction of the new EPR
regulations, participating in seminars and
surveys, wherever possible. The Group’s
dedicated Packaging and Sustainability
Lead has recently been appointed to
the Cosmetic, Toiletry and Perfumery
Association (CTPA) Taskforce, which has
been set up to assist, advise and steer the
EPR process within the cosmetics and
personal care industry in the UK.
The Group’s dedicated Packaging and
Sustainability Lead is responsible
for seeking sustainable solutions for
products and packaging, aligned to our
environmental responsibilities and goals.
This individual is also responsible for
ensuring Group compliance with the
increasing regulation in this area, enabling
its mission to provide an extensive range
of high-quality cosmetics at an affordable
price and to grow the business for the
benefit of our stakeholders can be
continued.
The Group seeks to ensure no product is
wasted, and for example in conjunction
with Tesco, any W7 products remaining
in store after short term promotions are
donated to be placed in the food bank
collection points, which are positioned at
the front of all large Tesco stores.
Any Technic and Body Collection excess
stock is also donated to local hospital
staff and charities such as the “Look
Good Feel Better” cancer charity, having
a positive social impact on the community
as well as supporting waste reduction.
Our subsidiary, Badgequo also actively
works with end of range retailers such as
The Company Shop to ensure products
continue to their natural intended use, and
with charitable organisations such as Age
UK to support these supply routes with the
same aims.
Social Impact
Warpaint aims for inclusivity with its
products and encourages and promotes
diversity, equality of pay and opportunity
across the Group. The health, safety
and wellbeing of our workforce is of
paramount importance, and we seek to
support and benefit the wider community
where possible.
Our Employees and Equal Opportunities
The Group has an extremely loyal and
diverse workforce and promotes equality
of pay and opportunity throughout. The
Group has a low staff churn rate, and
employees are encouraged and nurtured
to attain positions to the best of their
ability, with promotions made from within
wherever possible, offering staff mobility
from the warehouse floor to administrative
roles and managerial positions. A reward
structure is in place, which includes the
grant of share options, enabling members
of staff to participate in the growth of the
Company, as appropriate.
Employee communication is encouraged
throughout the Group both on an informal
basis and through regular departmental
meetings, where input from colleagues is
welcomed in any area. Communication is
key and the open-door policy operated by
the Group and regular meetings enable this.
Whilst the board does not have a formal
policy or targets for diversity, it consists of
three female members and members from
a variety of cultural backgrounds. It is very
aware of the importance of diversity and the
benefits it brings in attitude and outlook.
Diversity is always considered when any
appointments are made to the board.
The Group’s employment policy is set
out in the Directors’ Report. At senior
management level there are 13 female
managers and nine male managers,
excluding the board. Throughout the
Group, the proportion of female to male
employees is approximately 65% to 35%.
Communities, Education and Charitable Causes
Wherever possible, the Group employs
staff from the local areas and encourages
the use of car sharing and public transport
to reduce the impact on local roads.
The times of our incoming and outgoing
deliveries are managed to limit any
disturbance to residents in the local area.
As a rule, the Group uses local trade’s
people for goods and services creating
employment and income within the area.
Badgequo actively works with certain
universities to support the work of
students studying cosmetic science.
Badgequo’s Regulatory, New Product
Development and Marketing teams lecture
25
Warpaint London PLC
predominantly at Sunderland University,
enabling the business to give real life
and practical information to students
as they embark on the transition year
from student to industry. As part of this,
Badgequo employs one gap year student
each year to work in the business and gain
this experience firsthand. This relationship
with the cosmetic industry’s educational
bodies has been very well received and
allows the business to support the future
talent stream.
In addition to supporting a number of
local and national charities and events
each year, the Group has recently aligned
with and made long-term commitments
to several chosen charities working
with young people and people living
with cancer.
• “iHeart” – Warpaint has a long-term
commitment to support a young
person’s mental health charity, “iHeart”,
with a donation of funds and visits to
schools in Greater London. This charity
supports young people by providing a
range of courses and programmes on
mental health education, resilience and
wellbeing.
• “Look Good Feel Better” – This charity
runs wellbeing workshops and classes
for people living with cancer and is
supported by the Group by money raising
and the donation of sample products.
Fundraising and support will continue
across 2024.
• Current primary school education
and the wider market is limited in
sustainability content that ignites an
interest in children and sparks an
appetite for further learning. UK based
company Anniemals have created a book
that helps children to understand the
impact of plastic on the environment
through the magic of storytelling.
Warpaint became an established
corporate partner of Anniemals and
has funded book donations to primary
schools close to the Silsden office.
Diverse Products
Warpaint recognises the importance of its
products to its consumers whatever their
gender, sexuality or racial background and
seek to ensure they are inclusive for all.
Cosmetic and skincare products are
developed for every skin tone, with a wide
range of shades aiming to make them as
inclusive and affordable as possible.
Governance
Warpaint is dedicated to having robust
governance policies, protocols and
procedures throughout all aspects of
our business. These help the business
operate to high standards of conduct and
to protect and grow the business for the
benefit of all stakeholders.
Policies
Robust and Ethical Policies
The Group’s policies, along with its
approach to employees and equal
opportunities, the environment, product
testing, manufacture and materials and
charitable causes are regularly reviewed,
and are described below:
Anti-Bribery
The Group has in place an anti-bribery
and anti-corruption policy, which sets out
its zero-tolerance position and provides
information and guidance to those
working for the Group on how to report
and deal with bribery and corruption
issues. During the period, there were no
incidents reported.
Whistleblowing
The Group’s ’whistleblowing’ procedures
ensure that arrangements are in place to
enable employees and suppliers to raise
concerns about possible improprieties on
a confidential basis. Any issues raised are
investigated and appropriate actions are
taken. Should any significant issue arise
they are highlighted to the board.
Modern Slavery and Human Trafficking
The Group has relationships with
businesses around the world and is
opposed to modern slavery and human
trafficking wherever it may occur. The
Group’s processes and supply chains
are examined and reviewed at least
annually to ensure that slavery and human
trafficking are prevented in its business
and supply chains. Compliance with the
Modern Slavery Act 2015 or equivalent
anti-slavery, human trafficking laws
are mandatory in all supply contracts.
The Group’s statement pursuant to the
Modern Slavery Act 2015 which contains
further information, is available at
www.warpaintlondonplc.com.
Corporate Governance
Further information regarding the
board’s governance processes and
procedures and how the directors are
fulfilling their duties to promote the
success of the Company including the
interests of our key stakeholders is set
out within the Company’s Corporate
Governance Statement for the year ended
31 December 2024 and the Engagement
with Stakeholders and Section 172 section
of the Annual Report.
Environmental Social and Governance Report (continued)
26
27
Annual Report 2024
Governance
27
Stakeholder Engagement and Section 172 Report
The Company believes that engagement
with its principal stakeholders is vital
to enhancing the Group’s value and
promoting its long-term success. The
identity of and engagement with key
stakeholders are described below.
Key Stakeholder Engagement
The key stakeholders for the Group
are customers, distributors, suppliers,
employees, shareholders and the
environment and community in which
we live. Whilst interactions take place
at all levels of the Group, the directors
are aware of the importance of the
relationships with key stakeholders and
feedback is utilised wherever possible
to sustain these relationships in order
to drive the long-term success of the
business.
Customers
Feedback with trade customers is initially
directed through dedicated account
managers followed by engagement with
administration teams. For end user
consumers, feedback is garnered through
the peer-to-peer review site Yotpo,
and social media such as Facebook, X
(Twitter), Instagram, TikTok and Pinterest.
Consumers frequently contact the
Company in writing, by email, direct calls
to the head office and through the website
www.w7cosmetics.co.uk where they are
also able to leave comments. The Group
endeavours to respond to all customers
who reach out in a swift and efficient
manner, typically by email or direct calls
with all responses followed up to seek to
achieve a positive outcome. The Group
also receives, monitors and reacts to
reviews left on all Amazon platforms by
verified shoppers who have purchased
W7 and Technic products. Trends in the
cosmetic business are dynamic and
swift reaction to feedback is also vital in
introducing new products and updating
the Group’s product range.
Distributors
The Group increasingly manages
customer relationships directly, but also
seeks to strengthen its relationships
with distributors to garner feedback
and provide support with regular
meetings, attendance at trade shows
and by maintaining close contact with
them through sales representatives.
Distributors provide feedback on product
suitability including in regions of the world
where there may be cultural or other
sensitivities in the product packaging and
branding. Different regions may also call
for particular colour mixes and shades
and such feedback enables the Group
to optimise and tailor products in these
regions. The aim is to align the interests of
the distributor with those of the Group.
Suppliers
Suppliers are visited at least annually
and regular contact maintained at other
times through trade shows, meetings and
other close communications. The Group’s
principal suppliers are made to feel part of
the organisation with an open and honest
dialogue encouraged so that feedback can
be communicated and a rapid response
provided. The Group has offices in China
and Hong Kong enabling more frequent
visits and enhanced supplier contact.
A strong relationship with the Group’s
suppliers is vital to the long-term success
of the Company.
Employees
The Group places enormous importance
on the contributions of its employees
and aims to keep them informed of
developments in the Group through a
combination of meetings and electronic
communication. The Group operates
an open-door policy, everyone is known
by name to the senior managers and
executive directors with the Chief
Executive Officer and the Managing
Director engaging daily with employees
across the business. Communication is
encouraged both on an informal basis
and through regular departmental
meetings, where input from colleagues
is welcomed in any area. Communication
channels within the business are key
and the open‑door policy and regular
meetings enable this. Where practicable,
consideration is given to flexible working.
Further information about our employees
is outlined in the Group’s ESG Report.
Shareholders
The means of engagement with
shareholders is detailed in Principle 3 of
the Corporate Governance Report for the
year ended 31 December 2024.
Community and Social Responsibilities
The Group has long-term associations
with local communities and charities
together with supporting a number of
local and national charities and events
each year. Further information is provided
in the Group’s ESG Report.
Environment and Sustainability
The board of directors is conscious of its
environmental responsibilities and has
embedded environmental goals within
its long-term strategy, with the aim of
continually improving all aspects of its
environmental performance, as far as
economically feasible. Further information
is provided in the Group’s ESG Report.
328
Warpaint London PLC
Stakeholder Engagement and Section 172 Report (continued)
Section 172 Companies Act 2006
The directors are well aware of their duty
under section 172 of the Companies Act
2006 to act in the way which they consider,
in good faith, would be most likely to
promote the success of the Company for
the benefit of its members as a whole, and
in doing so have regard (amongst other
matters) to:
• the likely consequences of any decision
in the long term;
• the interests of the Company’s
employees;
• the need to foster the Company’s
business relationships with suppliers,
customers and others;
• the impact of the Company’s operations
on the community and the environment;
• the desirability of the Company
maintaining a reputation for high
standards of business conduct, and
• the need to act fairly as between
members of the Company.
The board always takes decisions for
the long term, and collectively and
individually aims to uphold the highest
standards of conduct. Similarly, the
board understands that the Company
can only prosper over the long term if
it understands and respects the views
and needs of its customers, distributors,
employees, suppliers and the wider
community in which it operates. A firm
understanding of investor needs is also
vital to the Company’s success along
with a sustainable and environmentally
responsible culture.
The directors are fully aware of their
responsibilities to promote the success
of the Company in accordance with
Section 172 of the Companies Act 2006
and the board is regularly reminded of
the Section 172 requirements as a board
agenda with the corresponding headline
decisions recorded.
Relations with shareholders are detailed
in the Corporate Governance Report.
Relations with other key stakeholders
such as employees, distributors,
customers and suppliers are considered in
more detail in the Corporate Governance
Report and in the Engagement with Key
Stakeholders section of the Directors’
Report.
The board ensures that the requirements
are met, and the interests of stakeholders
are considered as referred to elsewhere in
this report and through a combination of
the following:
• A rolling agenda of matters to be
considered by the board through the
year, which includes an annual strategy
review meeting, where the strategic
plan for the following year is developed,
which is implemented and supported
by a budget and a medium term (three
year) financial plan.
• Standing agenda points and papers
presented at each board meeting, which
report on customers, employees and
other colleagues, health and safety
matters and investors.
• A review of certain of these topics
through the Audit Committee and the
Remuneration Committee agenda items
referred to in this report.
• Detailed consideration is given to any of
these factors where they are relevant to
any major decisions taken by the board
during the year.
28
29
Annual Report 2024
Governance
Key board decisions taken during the year ended 31 December 2024, all of which have long term implications for the ultimate success
of the Company, and the Section 172 and stakeholder considerations are set out below.
Key Board Decision
Section 172 and Stakeholder Consideration
The decision to make an offer to acquire the entire issued share capital of
Brand Architekts Group PLC (“Brand Architekts”), which was announced
on 5 December 2024. The offer was a cash offer at 48 pence per share,
with a share consideration alternative of 0.0916 new Warpaint shares for
each Brand Architekt share (the “Alternative Share Offer”).
This was a significant decision to bolster the Company’s growth
opportunities at relatively low risk and provide the opportunity to
enhance Brand Architekts’ proposition and profitability to complement
the Company’s existing business, as part of the enlarged Warpaint
Group. This was aimed at enhancing and developing the long-term
success of the Company for the benefit of shareholders and other key
stakeholders.
The Alternative Share Offer assisted in conserving the Company’s
cash, a consideration that was reflective of the business needs of
the Company and enabled Brand Architekts shareholders become
shareholders in the Company thereby participating in the future of the
Warpaint Group.
The decision to raise £15,000,000 via a Placing and a Retail Offer of
shares at a price of 510p, which was announced on 5 December 2024
(the “Fundraising”).
The net proceeds of the Fundraising were used to fund the acquisition
of Brand Architekts enabling the Company to make the acquisition
without depleting its cash reserves, thereby retaining the cash for use
in the business for benefit of the Company and its shareholders in the
longer term. The Fundraising (and specifically the Retail Offer) provided
existing shareholders (including retail investors) the opportunity to
participate, thereby taking into account the interests of the Company’s
shareholders.
Annual Strategy Review meeting held to review and agree the Group’s
three-year Strategic Plan and KPIs, building on the Group’s successful
foundations to date, developing a strategy and KPIs based on substance
that provide the optimum chances of success.
This is aimed at optimising and promoting the success of the Company
in the long term, whilst providing measures for success, both vital for
the benefit of members and stakeholders
The decision to fit solar panels at the Company’s head office and
warehouse premises at The Ridgeway Trading Estate, Iver.
To save on energy costs in the longer term, a sound business outcome
and lessen the Group’s operational environmental impact.
The grant of share options to all Group employees with performance
criteria in the options for Neil Rodol, Sally Craig and Matthew Goldstein
including that the compound annual growth rate in the Company’s
Adjusted Basic earnings per share must exceed 10 per cent. over
the three financial years commencing 1 January 2025, subject to the
discretion of the Board.
To retain and incentivise Group employees and to align the awards for
Neil Rodol, Sally Craig and Matthew Goldstein with the interests of the
members of the Company.
The renewal and extension of the contract with Ward & Hagon
Management Consultancy LLP for a period of two years from 1 January
2024, to provide continued assistance and resources to develop and
advance the Group’s strategic plan.
This appointment will impact employees, customers and suppliers
and maintain and enhance the Company’s high standards of business
conduct and drive the Group’s strategic plan for the benefit of
members.
The appointments of Indira Thambiah and Sharon Daly as Non‑Executive
Directors to the board on 1 January 2024 and the subsequent
appointment of Indira Thambiah as Chair of the Remuneration
Committee from 3 September 2024, in place of Keith Sadler who had held
the position since the Company’s IPO in November 2016.
These appointments supplement the wide experience and diversity of
the board, thereby enhancing the quality of decision making at board
level, for the benefit of stakeholders in the long-term. The appointment
of Indira Thambiah as Chair of the Remuneration Committee provides
enhanced governmental rigour for the benefit of shareholders and
other stakeholders.
Declaration of an interim dividend of 3.5p per share, which was paid on
22 November 2024.
To reward all shareholders and to encourage investment in the
Company for its long-term success.
29
3
Warpaint London PLC
Clive Garston, Independent Non-Executive
Chairman I (Chair Insider Committee)
Appointed November 2016. Clive has
been a corporate lawyer for over 40 years
specialising in corporate finance
and mergers and acquisitions and is
currently a consultant at Fladgate LLP.
He has sat on the boards of a number
of public and private companies and
has been the deputy chairman of a
fully-listed company and chairman of a
number of other AIM companies. Clive
has significant experience in small and
medium quoted companies. He is a fellow
of the Chartered Institute for Securities
and Investment (CISI).
Skills: Corporate finance, legal, public
companies and markets, corporate
governance
Sam Bazini, Chief Executive Officer I
On leaving school at 16, Sam started
work in a cosmetics warehouse,
supplementing his income by selling
cosmetics directly to the public at
numerous London Street markets which
gave Sam an invaluable insight into
consumer needs. In 1981 at the age of
18, using £500 he had saved, he set up
his own business, buying and selling
close-out and end-of-line cosmetics
and fragrances. During the course of
the next ten years, Sam and Eoin’s paths
crossed on numerous occasions, working
intermittently with each other on a joint
venture basis until they formally went
into business together in 1992. Together
with Eoin Macleod, Sam developed the
business which resulted in the formation
of W7.
Skills: Co-Founder of W7,
entrepreneurship, industry knowledge and
experience
Eoin Macleod, Managing Director
Eoin’s first introduction to the world of
beauty was at the age of 14 through a
Saturday job in an indoor market selling
cosmetics and perfumes. After leaving
college, Eoin decided to set up his own
business selling fragrances directly to
the public through London street markets
as well as selling into the wholesale
sector and then expanding into selling
cosmetics. In 1992 he formally went into
business with Sam, operating initially in
the close-out cosmetics and fragrance
industry. Together with Sam Bazini, Eoin
developed the business which resulted in
the formation of W7.
Skills: Co-Founder of W7,
entrepreneurship, industry knowledge
and experience
Board of Directors
Paul Hagon
Executive
Director
Neil Rodol
Chief
Financial
Officer
Eoin Macleod
Managing
Director
Sharon Daly
Independent
Non-executive
Director
Clive Garston
Independent
Non-executive
Chairman
Indira Thambiah
Independent
Non‑executive
Director
Sam Bazini
Chief
Executive
Officer
Sally Craig
Group Counsel
& Company
Secretary
Keith Sadler
Independent
Non-executive
Director
30
Annual Report 2024
Governance
Governance
Neil Rodol, Chief Financial Officer I
Neil joined the Group in August 2015, having previously been
an adviser to the business for several years and was appointed
to the board as Chief Financial Officer in November 2016. Prior
to joining the business, he was involved in several corporate
purchases and acquisitions, selling his publishing company
in 2006 to a quoted group and becoming the group’s licensing
director; completing a management buyout in 2014. Neil trained
as an accountant at BDO Stoy Hayward and holds an honours
degree in Maths and Computer Science.
Skills: Financial skills, industry and public company experience
Sally Craig, Group Counsel & Company Secretary
Sally has been Company Secretary to Warpaint London
PLC since February 2017 and was appointed to the board in
September 2018. Until early May 2025, she is also the Corporate
Finance, Legal and Regulatory Officer, and Company Secretary
of AIM quoted Diaceutics plc, a technology and solutions
provider to the pharmaceutical industry. Sally is a solicitor and
has previously practised as a corporate lawyer, and has many
years’ experience providing company secretarial services to
private and public companies in the UK including then AIM
quoted, Osmetech plc. Sally holds an honours degree in law
from Manchester Metropolitan University.
Skills: Legal, company secretarial and public company experience
Paul Hagon, Executive Director
Paul joined the Group as a Non-Executive Director in November
2016, subsequently becoming an executive director on 1 January
2021, the effective date of renewal of the Company’s strategic
consultancy agreement with Ward & Hagon Management
LLP. Having worked in the Grocery Sector for over 30 years
in both wholesaling and major branded suppliers, Paul is
currently providing consultancy services for a number of
retail, manufacturing and wholesale businesses to assist with
strategies, change programmes and the implementation of
practical business plans. Prior to this, Paul has worked in
selling, marketing and business management roles with Nestle
and more recently, Palmer and Harvey, where his latter role
was as Group Strategy and Development Director. Paul has also
served as Chairman of the Association of Convenience Stores
between 2014-2016, where he has been a board member for
20 years.
Skills: Retail and wholesale business experience and strategic
planning
Keith Sadler, Independent Non-Executive Director A R
(Chair Audit and Risk Committee)
Keith joined the Group as a Non-Executive Director in
November 2016. He is a non-executive director of 4Global PLC
a data driven sports participation company, and Chairman of
HR Dept. Limited, a professional services business. Historically,
Keith has been CEO or CFO of a number of quoted companies
in the marketing services, telecoms and media industries.
Keith is a chartered accountant and holds an honours degree in
economics from the University of Kent.
Skills: Financial skills, communications and public company
experience
Indira Thambiah, Independent Non-Executive Director A R
(Chair Remuneration Committee)
Indira joined the Group as a Non-Executive Director on
1 January 2024, and is an experienced multi-channel retail
executive and consultant, with previous roles including Head
of Multi-Channel for Home Retail Group (Argos & Homebase).
She has successfully managed several private businesses,
most recently Roof Maker (CEO, 2018 to 2022). Indira has also
been an independent non-executive director and member of the
Remuneration Committee at each of Superdry plc (2010 to 2013)
and Yorkshire Building Society (2007 to 2010), and is currently
an independent non-executive director and Remuneration
Committee Chair at Card Factory Plc and Senior Independent
Director and Audit Committee Chair at Vivo Barefoot Ltd. Indira
is a qualified Chartered Accountant.
Skills: Retail, digital, direct to consumer (D2C) and public company
experience.
Sharon Daly, Independent Non-Executive Director A R
Sharon joined the Group as a Non-Executive Director on
1 January 2024 and has more than 25 years of experience
within the healthcare industry, predominantly in marketing,
international sales and business development roles. Sharon
co-founded Venture Life Group in 2010 and made a significant
contribution to the growth of the business from inception, until
she left in 2023, including its IPO on AIM in 2014. Sharon is an
Independent non-executive director at AIM listed Brickability
Group Plc, and is also an independent non-executive director
at AIM listed Gear4Music Plc, where she is a member of the
Audit Committee.
Skills: Marketing, Sales, Entrepreneurship and public company
experience.
A Audit and Risk Committee
R Remuneration Committee
I Insider Committee
31
332
Warpaint London PLC
Chairman’s Introduction
I am pleased to present the Corporate
Governance Report for the year ended
31 December 2024. The Warpaint directors
recognise and prioritise the importance of
sound corporate governance in supporting
and delivering the strategy of the Company
and its subsidiaries (together the “Group”).
This involves managing the Group in an
efficient manner for the benefit of its
shareholders and other stakeholders
(principally employees, customers
and suppliers), whilst maintaining a
corporate culture which is consistent with
our values.
The Company has adopted the QCA
Corporate Governance Code (“QCA Code”)
and is reporting against the QCA Code
2023 (“the 2023 QCA Code”) in respect
of the Group’s financial year ended
31 December 2024. This is ahead of the
required adoption and reporting dates
which would ordinarily be in respect
of the Group’s financial year ended
31 December 2025.
The Company’s Corporate
Governance Statement is available
to view on the Company’s website at
www.warpaintlondonplc.com.
The board of directors is responsible for
the long-term success of the Company
and, as such, devises the Group strategy
and ensures that it is implemented.
The board is responsible for governance
and is determined that the Company
protects and respects the interests of all
stakeholders and in particular is focused
upon creating the right environment for its
employees. We want a happy workplace,
and we want our employees to be fully
and properly rewarded and to feel that
they are an integral part of the Warpaint
family. A reward structure is therefore in
place, which includes the grant of share
options, enabling members of staff to
participate in the growth of the Company,
as appropriate. We want our suppliers,
who are an essential part of the Company
to feel part of the Warpaint family and
we work closely with them to ensure that
this is the case. Above all, the Company
wishes to ensure that shareholders obtain
a good return on their investment and
that the Company is managed for the
long-term benefit of all shareholders and
other stakeholders. Appropriate corporate
governance procedures will ensure that
that is the case and reduce the risk of
failure. The board also seeks to ensure
that there are effective internal controls,
risk is properly managed and that the
Group strategy is implemented.
Board Composition
It has been a priority to bring more diversity
and greater independent non-executive
experience and balance to the board
of directors. As previously mentioned
in the report for 31 December 2023, a
comprehensive search was undertaken
in Q4 2023 to identify candidates who
would fulfil this objective. Reflecting the
high calibre and exceptional quality of the
shortlisted candidates and the difficulty of
narrowing the field down, Indira Thambiah
and Sharon Daly were appointed as
non-executive directors and members
of the Audit and Risk Committee and
Remuneration Committee on 1 January
2024. Indira was subsequently appointed as
Chair of the Remuneration Committee on
3 September 2024, replacing Keith Sadler
who stepped down as Chair but remains a
member of the Committee.
These appointments are extremely
welcome, and I am pleased that the
Company has a such a strong, balanced
board comprising three independent non-
executive directors, myself as Chairman
and five executive directors and which is
fully diverse.
This report sets out our approach
to governance and provides further
information on the operation of the board
of directors and its committees and how
the Group seeks to comply with the ten
principles of the QCA Code.
Clive Garston
Chairman
Principle 1 – Establish a purpose,
strategy and business model
which promote long term value for
shareholders
Purpose and Mission
Warpaint’s purpose and mission is to
provide access to an extensive range of
high-quality cosmetics at an affordable
price. It is core to the Company’s ethos
which resonates throughout the Group
and is reflected in its strategy, targets and
long-term objectives.
Business Overview
Warpaint sells branded cosmetics under
the lead brand names of W7 and Technic.
W7 is sold in the UK primarily to major
retailers and internationally to local
distributors or retail chains. The Technic
brand is sold in the UK and continental
Europe with a significant focus on the
gifting market, principally for high street
retailers and supermarkets. In addition,
Warpaint supplies cosmetics under its
other brand names of Man’stuff, Body
Collection and Chit Chat, each targeting
a different demographic. In February
2025, Warpaint acquired Brand Architekts
Group plc, which has a number of leading
health, beauty and personal care brands
that complement Warpaint’s existing
cosmetics brands, including Skin & Tan,
Super Facialist, Dirty Works, Root Perfect,
Fish Soho and MR Solutions.
Corporate Governance Report
Annual Report 2024
Governance
Strategy
The Group’s strategy is reviewed each year
by the board, taking account of relevant
market data, the Group’s track record,
key strengths and experience, along with
the Group’s aims. The strategy is targeted
by year and measured monitored and
reviewed as part of the board’s on-going
business throughout the year.
The strategic plan, which comprises
six key pillars, has been updated for
2025 forming the basis of the Group’s
development through to 2027. It is
designed to drive shareholder value and
contains defined targets for sales, EBITDA,
earnings per share and cash generation,
with a particular emphasis on driving
incremental EBITDA growth.
Further details of the Group’s strategy are
set out in the strategy section of the Chief
Executive’s statement.
Principle 2 – Promote a corporate
culture that is based on ethical values
and behaviours
The board maintains a corporate culture
consistent with the Group’s strategic
objectives which aims to promote
an ethical and responsible business.
This is monitored by the Chief Executive
Officer who appraises the board of any
issues arising.
During 2024 a board meeting was held at
Badgequo’s offices in Silsden, Yorkshire.
This allowed the board to meet and engage
fully with other senior management and
key staff at the Badgequo subsidiary
headquarters to both convey and receive
important messaging about the Company,
its business and culture directly from these
key staff members. The board is planning a
similar exercise at Warpaint’s headquarters
at Iver in 2025.
The board is equally committed to
maintaining appropriate standards for
all the Company’s business activities and
ensuring that these standards are set
out in written policies and procedures to
support these standards. These include
policies on Anti-Bribery, Whistleblowing
and Modern Slavery details of which are
included in the ESG report.
See the ESG and Stakeholder Engagement
sections of the Corporate Governance
Report for further information on the
Group’s approach to and activities relating
to its environmental responsibilities,
key stakeholders and corporate culture.
Principle 3 – Seek to understand
and meet shareholder needs and
expectations
The Company remains committed to
maintaining good communications and
constructive dialogue with both its retail
and institutional investors. The interests of
shareholders are considered paramount
to the decision-making process and
strategic direction of the Group and good
communication allows the Company
to convey its strategy, business model
and performance to its investors and, to
understand and respond to the needs
and expectations of shareholders.
The board declared an interim dividend
of 3.5p per share which was paid on
22 November 2024. In accordance with
the Group’s policy to pay appropriate
dividends, the board is recommending a
final dividend for 2024 of 7.5p per share,
making a total dividend for the year of
11.0p per share.
The Chairman is available to engage with
shareholders on governance and other
matters if requested and the board takes
into consideration comments and proxy
voting recommendations received on the
resolutions and business at the Annual
General Meeting each year. The Chief
Executive Officer takes part in online
conferences and Q and A sessions for
retail investors and the Chief Executive
Officer, Managing Director and Chief
Financial Officer make presentations to
institutional shareholders and participate
in Investor Roadshows around the time
of the announcement of the full-year and
half-year results and other conferences
throughout the year.
On the Company’s IPO in 2016 Samuel
Bazini and Eoin Macleod entered
into a Relationship agreement dated
24 November 2016 with the Company
and Stockdale Securities Limited, the
Company’s NOMAD, as their aggregate
holdings were in excess of 50% of the
Company’s issued share capital at that
time (the “Relationship Agreement”).
The Relationship Agreement provided
for termination if the shareholdings of
each director and his associates went
below 20% of the Company’s share
capital. The shareholdings of Samuel
Bazini and Eoin Macleod (and their
associates) at 31 December 2024 were
19.82% so these undertakings and the
Relationship Agreement have now fallen
away. In 2024 Samuel Bazini and Eoin
Macleod reaffirmed their agreement to
abide by their undertakings given in the
Relationship Agreement.
All individual investor queries
should be addressed to the
Warpaint company secretary at:
investors@warpaintlondonplc.com or
to the Company’s retained investor
relations adviser, IFC Advisory Limited at:
warpaint@investor-focus.co.uk.
The means by which the Company
communicates with its retail and
institutional shareholders are set out in
Principle 10.
33
334
Warpaint London PLC
Principle 4 – Take into account wider
stakeholder interests, including social
and environmental responsibilities and
their implications for long-term success
The Group has strong regard for the
importance of its stakeholders including
customers, distributors, suppliers,
employees, shareholders, the environment
and community in which we live.
See the ESG and Stakeholder
Engagement sections of the Corporate
Governance Report and Principle 10
for further information on the Group’s
approach to and activities relating to its
environmental and social responsibilities,
and other key stakeholders and how
it garners and responds to feedback
from these important stakeholders.
The environmental KPIs by which the
Company may be measured are set out in
the ESG and Directors’ Report sections of
the Corporate Governance Report.
The Group’s workforce is vital to the
long-term success of the Company.
The Company nurtures its employees and
provides an environment and processes
which allow for grievances to be raised in
confidence via the whistleblowing policy
and otherwise.
Principle 5 – Embed effective risk
management, internal controls, and
assurance activities, considering both
opportunities and threats, throughout
the organisation
The Company is exposed to a variety
of risks that can have financial,
operational and regulatory impacts
on the Group’s business performance.
The board recognises that creating
shareholder returns is the reward for
taking and accepting risk. The evaluation,
identification and effective management
of risk are therefore critical to developing
and supporting the delivery of the Group’s
strategic objectives.
Internal Control and Risk Management
The board is responsible for establishing
and maintaining the Group’s system
of internal controls and reviewing its
effectiveness. The procedures, which
include financial, compliance and
risk management, are reviewed on an
on‑going basis. The internal control
system can only provide reasonable and
not absolute assurance against material
misstatement or loss. The board has
considered the need for an internal
audit function but does not consider it
necessary at the present time with the
current controls in place. The board
considers that the internal controls in
place are appropriate for the size, relative
simplicity of the business and the risk
profile of the Group.
The assessment and management of risk
is primarily the function of the executive
officers, most specifically the Chief
Executive Officer for strategic and business
risk and the Chief Financial Officer for
financial risk. The Group maintains a
formal risk register which is reviewed
periodically and, where appropriate,
matters of risk are referred to the board for
consideration. The Audit Committee was
reconstituted by the board of directors on
3 September 2024 as the Audit and Risk
Committee with associated and updated
Terms of Reference. An annual assessment
of risk matters is undertaken each year by
the Audit and Risk Committee.
The principal risks identified by the board
are set out in the Risk Management
section of the Strategic Report.
Principle 6 – Establish and maintain the
board as a well-functioning, balanced
team led by the Chair
Composition, Roles and Responsibilities
The board currently comprises of
the Chairman, Clive Garston three
independent non-executive directors,
Keith Sadler, Indira Thambiah and
Sharon Daly and five executive directors,
Sam Bazini, Eoin Macleod, Neil Rodol,
Paul Hagon and Sally Craig, who is also
the Company Secretary.
Indira Thambiah was appointed Chair
of the Remuneration Committee on
3 September 2024 in place of Keith Sadler
who remains on the Committee.
The Audit and Risk Committee and the
Remuneration Committee are entirely
comprised of independent non-executive
directors.
The board is responsible for the long-term
success of the Company. This includes
formulating, reviewing and approving the
Group’s strategy, budgets, major items of
capital expenditure and acquisitions and,
reporting to the shareholders.
The board believes that it is fully diverse
and is made up of individuals with
varied and different backgrounds and
experience. The board does not consider
that having a senior independent director
is presently appropriate, but this will
also remain under review. The board
considers that its composition is pertinent
at this stage of the Company’s evolution,
but this will also remain under review.
Both Clive Garston and Keith Sadler were
appointed as directors on the Company’s
IPO in November 2016 and in November
2025 will have been board members for
nine years. In January 2025 the board
gave consideration as to whether, in
these circumstances, they should resign
from the board in 2026. However, there
was unanimous support from the Chief
Executive Officer and the rest of the board
that they should be asked to remain, and
they are very happy to do so.
No single director is dominant in the
decision-making process.
Corporate Governance Report (continued)
35
Annual Report 2024
Governance
Roles of the Chairman, Chief Executive
Officer, Managing Director, Chief Financial
Officer and General Counsel & Company
Secretary
The Chairman is responsible for running
the business of the board and for
ensuring appropriate strategic focus and
direction. The Chief Executive Officer is
primarily responsible for implementing
and driving the Group strategy once it
has been approved, investor relations
and overseeing the management of the
Company through the executive team.
The Managing Director is responsible for
driving sales operations and profitability.
The Chief Financial Officer works closely
with the Chief Executive Officer and
Managing Director and is responsible
for all the financial affairs of the Group.
In particular, the oversight of cash
flow, the provision of monthly financial
information to the board, control of
working capital, overseeing the audit and
preparation of all Group company statutory
accounts and Interim Statements along
with the overall financial management of
the Group and its processes. The executive
officers are responsible for formulation of
the Group strategy for submission to the
board, the day-to-day management of the
Group’s businesses and its overall trading,
operational and financial performance in
fulfilment of that strategy, as well as plans
and budgets to be discussed, considered
and approved by the board of directors.
The General Counsel & Company
Secretary is responsible for the oversight
of legal issues and regulatory compliance
along with executive share schemes,
investor queries, insurances and policy
implementation. In addition, she assists
the Chairman and other committee chairs
in ensuring all meetings of the board and
committees are informed and effective.
Board Operation
The board has adopted a formal
schedule of matters reserved solely
for its consideration. These include
reviewing and approving the Group’s
strategy, budgets, major items of
capital expenditure and acquisitions,
internal controls and reporting to the
shareholders.
Board meetings are held in person and
online and in 2024 four in person and
six online meetings were scheduled.
These meetings are supplemented by
additional meetings where required for
the proper management of the business.
For 2025 there are scheduled to be
four quarterly meetings and five online
meetings that will be supplemented
by additional meetings throughout the
year as required for the proper oversight
and scrutiny of the business and the
executives, one of which includes a
dedicated focused strategy session.
Board papers are circulated to board and
committee members in advance to allow
directors adequate time for discussion and
consideration.
Dialogue occurs regularly between
directors outside of scheduled meetings.
Board Meetings during the year and
time committed
The board met 12 times during the
financial year ended 31 December 2024
for both scheduled and ad hoc meetings
and calls.
In the event that directors are unable to
attend a meeting, their comments on
papers submitted may be discussed in
advance with the Chairman enabling their
contribution to be included in the wider
board discussion.
336
Warpaint London PLC
Board and Committee Meeting attendance for the year ended 31 December 2024
The following table shows directors’ attendance at scheduled and ad hoc board meetings during the year.
Board
Audit
Remuneration
Insider
Clive Garston
12/12
n/a
n/a
None
Sam Bazini
11/12
n/a
n/a
None
Eoin Macleod
11/12
n/a
n/a
n/a
Neil Rodol
12/12
n/a
n/a
None
Sally Craig
12/12
n/a
n/a
n/a
Paul Hagon
11/12
n/a
n/a
n/a
Keith Sadler
11/12
4/4
4/4
n/a
Indira Thambiah
11/12
4/4
4/4
n/a
Sharon Daly
12/12
4/4
4/4
n/a
The following directors are each required to commit at least the following number of days per week to their roles: The Chief Executive
Officer and Managing Director, five days; the Chief Financial Officer, four days and the General Counsel & Company Secretary,
three days (26 hours). Effective 1 May 2025, Sally Craig will be required to commit at least four days per week to her role. Paul Hagon,
executive director, and the non-executive directors are required to provide such time as is required to fully and diligently perform their
duties. All board members are expected to attend all meetings of the board and the committees on which they sit, wherever possible.
Board Rotation
The Articles of Association of the Company (the “Articles”) require that one-third of the directors must stand for re-election by
shareholders annually in rotation and that any new directors appointed during the year must stand for re-election at the Annual
General Meeting (“AGM”) immediately following their appointment. There are no directors who have been appointed since the date
of the last AGM and, in accordance with the Articles, Samuel Bazini, Neil Rodol and Sally Craig will retire by rotation and stand for
re-election at the forthcoming AGM. It is intended that in compliance with the 2023 QCA Code, all directors will retire by rotation and
stand for re-election at the 2026 AGM.
Principle 7 – Maintain appropriate governance structures and ensure that between them the Directors have the necessary
up-to-date experience, skills and capabilities
The Group’s governance structures have been reviewed against the 2023 QCA Code and the board believes them to be in accordance
with best practice as adapted to best comply with the Group’s circumstances and stage of development.
The board is responsible for implementing the Group’s strategy and promoting the long-term success of the Company. The executive
directors have overall responsibility for managing the Group’s day to day operational, commercial and financial activities supported by
senior management. The non-executive directors are responsible for bringing independent and objective judgement to board decisions.
The business reports bi-monthly on its headline performance against its agreed budget, and the board reviews the monthly update on
performance and any significant variances are reviewed at each scheduled meeting. The board challenges the executive directors and
senior management on performance against budgets, forecasts and key business milestones. Monthly updates on performance are
reviewed at each formal board meeting.
At each meeting the board considers directors’ conflicts and potential conflicts of interest (if any). The Company’s Articles provide for
the board to authorise any actual or potential conflicts of interest.
The board is confident that its governance structures and processes are appropriate and fit for purpose consistent with its current size
and the relative simplicity of the business. The appropriateness of the Group’s governance structures and practices will be reviewed
and refined over time to take account of further developments in accepted best practice and the development of the Company.
The matters reserved for the board and the directors’ roles and responsibilities are outlined in Principle 6.
Corporate Governance Report (continued)
37
Annual Report 2024
Governance
The committees of the board of directors
are described below.
Audit and Risk, Remuneration and Insider
Committees
The board has established the Audit
and Risk Committee, Remuneration
Committee and Insider Committee
with formally delegated duties and
responsibilities and with written
terms of reference. The full terms
of reference of each committee are
available on the Company’s website at
www.warpaintlondonplc.com.
The Audit and Risk Committee and the
Remuneration Committee each comprises
three independent non-executive
directors: Keith Sadler (Chair of the Audit
and Risk Committee), Indira Thambiah
(Chair of the Remuneration Committee
since 3 September 2024) and Sharon Daly.
The Insider Committee comprises one
non-executive director and two executive
directors: Clive Garston (Chairman),
Sam Bazini and Neil Rodol.
During the financial year ended
31 December 2024, the Audit Committee
met four times, the Remuneration
Committee four times and the Insider
Committee did not meet. From time to
time, separate committees are set up by
the board to consider specific issues when
the need arises.
The board retains a range of financial,
commercial and entrepreneurial
experience and there is a good balance
of skills, independence, diversity and
knowledge of both the Company and the
sectors in which it operates including
cosmetics, retailing, finance, legal,
computing, innovation, international
trading, e-commerce, marketing and
public markets. Non-executive directors
are appointed on merit and for their
specific areas of expertise and knowledge.
This enables them to bring independent
judgement on issues of strategy and
performance and to debate matters
constructively.
The biographies of each of the directors,
including the committees on which they
serve, and chair and the skills brought
to the board, are shown in the section
headed Board of Directors.
The board is satisfied that, between
the directors, it has an effective and
appropriate balance of skills, knowledge,
experience and time committed to enable
it to deliver the strategy of the Group,
it is nevertheless mindful of the need
to continually review the needs of the
business to ensure that this remains true.
Involvement with a variety of other boards
allows directors to witness alternative
approaches to similar business issues and
to benefit from the advice of more than
just the Group’s advisers.
From time to time, directors attend
seminars and trade events where
appropriate to ensure that their knowledge
and industry sector contacts remain
current and may attend such courses or
training, as they feel appropriate, to keep
their knowledge up to date.
External and Internal Advice
The board seeks external advice from
time to time to enable it to effectively
perform its duties including from its
lawyers, accountants, nominated adviser
and corporate broker, financial PR
advisers, remuneration consultants and
insurance brokers.
In the latter part of 2024, the board
engaged extensively with its advisers and
others in connection with offer by the
Company to acquire the entire issued share
capital of Brand Architekts Group PLC
(“Brand Architekts”) which was announced
on 5 December 2024. The offer was a cash
offer at 48 pence per share, with a share
consideration alternative of 0.0916 new
Warpaint shares for each Brand Architeckt
share. In connection with the acquisition
the Company raised gross proceeds of
£15 million via a Placing and a Retail Offer
of shares at a price of 510p, which was also
announced on 5 December 2024.
The Remuneration Committee received
advice in 2024 from h2g Remuneration
Advisory LLP and Fladgate LLP to
assist them in connection with the grant
of options.
All directors have access to the advice
and services of the General Counsel &
Company Secretary, who is responsible
for ensuring that board procedures are
followed and that the Company complies
with applicable rules, regulations and
obligations.
Principle 8 – Evaluate board
performance based on clear
and relevant objectives, seeking
continuous improvement
The Group’s performance is reported
bi-monthly against headline performance
and agreed budgets and reviewed by the
board (as a minimum) at each monthly
board meeting. The board challenges the
executive directors and senior management
on performance against budgets, forecasts
and key business milestones and have
adopted a set of KPI’s against which the
performance of the Company and therefore
the board, may be measured.
The Company is yet to adopt a formal
performance evaluation procedure for
the board and directors individually.
This will remain under review and the
board will consider the implementation
of performance evaluations facilitated
by external advisers for the board, both
individually and as a group, to ensure
the efficient and productive operation of
the board.
338
Warpaint London PLC
As the business of the Group grows, the
expertise required at management level
is expanded and developed although
there are no prescribed procedures
for succession planning at board level.
Nevertheless, the board gives due
consideration to succession planning.
Due to the size of the Group, issues
concerning the nomination of directors
have traditionally been dealt with by the
board, aided by an ad hoc Nomination
Committee if deemed appropriate.
An ad hoc Nomination Committee
comprising of Clive Garston (Chair),
Sam Bazini and Keith Sadler, was
constituted most recently in relation to
the recruitment of Indira and Sharon on
1 January 2024. Since the year end the
board have resolved that a Nomination
Committee comprising of these individuals
will be formally constituted in 2025.
The Nomination Committee will assist
with any succession process if deemed
appropriate.
Principle 9 – Establish a Remuneration
Policy which is supportive of long-term
value creation and the Company’s
purpose, strategy and culture
The board has adopted a remuneration
policy that takes into account both
Group and individual performance,
market value and sector conditions in
determining director and senior employee
remuneration. Remuneration packages
are constructed to provide a balance
between fixed and variable rewards and
for the vast majority of employees includes
basic salary, pension, death in service
benefit, discretionary annual bonus and
long-term incentive awards. The board
believes that this policy is aligned with the
Company’s purpose, strategy and culture
at this stage of its development.
Compensation reflects the role and
the experience of the individual and is
benchmarked against the market and
the annual bonus and LTIP is intended
to align the interests of the executive
directors and certain senior management
with the interests of shareholders and
stakeholders in the long term. Bonuses
are paid in cash, based on Group
performance and individual director
contributions, and are discretionary.
LTIPs are also granted at the discretion
of the Remuneration Committee. Share
option awards to executive directors
and certain senior management have a
minimum vesting period of three years
and are subject to three-year objective
group performance conditions.
In formulating the policy, pay and
conditions across throughout the Group
are taken into consideration and the board
(via the Remuneration Committee) has
consulted with external remuneration
consultant h2g Remuneration Advisory
LLP. The Committee’s policy is to
consult with major shareholders in
respect of significant decisions on
executive remuneration and the Chair of
the Remuneration Committee, Indira
Thambiah, is available for contact with
investors concerning the Company’s
approach to remuneration.
Consideration is also given to the feedback
from Proxy Advisers which in respect of
the AGM in 2024 noted that options had
been granted to executive directors during
2023 without performance conditions.
In response to this the Company consulted
its advisers and in December 2024, the
share options granted to three senior
executives, including Neil Rodol and
Sally Craig were subject to certain
performance conditions being met,
including CAGR in the Company’s adjusted
basic earnings per share exceeding
10% over the three years commencing
1 January 2025.
The Company’s remuneration policy is set
out in the Remuneration Committee Report
and will continue to be monitored and
developed throughout the coming year.
In line with previous practice, the
Remuneration Report (excluding the
Remuneration policy) will be put to an
advisory resolution at the 2025 AGM.
Throughout 2025, consideration will
continue to be given to the guidance
contained in the 2023 QCA Code.
Principle 10 – Communicate how
the Company is governed and is
performing by maintaining a dialogue
with shareholders and other key
stakeholders
The Company’s principal means of
communication with shareholders is
through the Annual Report and Financial
Statements, the full-year and half-year
announcements and the AGM. The board
receives regular updates on the views
of shareholders through briefings and
reports from the executive directors,
the Company’s brokers and PR advisers
and responds to and will take account,
wherever possible, of recommendations
made by proxy adviser companies.
Retail Investors
The board recognises that the AGM
is an important opportunity to meet
retail shareholders. Each substantially
separate issue is the subject of a
separate resolution at the AGM and all
shareholders have the opportunity to
put questions to the Board. All board
members endeavour to attend AGMs
and answer questions put to them which
may be relevant to their responsibilities.
In addition, the directors are available
to listen informally to the views of
shareholders immediately following
the AGM, allowing all shareholders an
opportunity to ask questions or represent
their views.
Corporate Governance Report (continued)
39
Annual Report 2024
Governance
For each vote, the number of proxy votes
received for, against and withheld is
announced at the meeting. The Company
releases the voting results for the AGM
and other General Meetings by RNS and
the results of the AGM are published on
the Company’s website.
The Chief Executive Officer takes part in
online conferences and Q and A sessions
for retail investors.
Corporate information, including Company
announcements and presentations,
are also available to shareholders,
investors and the public on the Group’s
website www.warpaintlondonplc.com.
The Company’s contact details and
email address for investor queries, and
correspondence address are listed on the
website and the website offers a facility
to sign up for email alert notifications
of the Company’s news and regulatory
announcements
Institutional Shareholders
The Chief Executive Officer, the Managing
Director and the Chief Financial Officer
make presentations to institutional
shareholders and participate in Investor
Roadshows and conferences both
following the announcement of the
full‑year and half-year results and,
at other times throughout the year.
Not every executive officer participates in
every investor presentation. A summary
of investor sentiment is regularly
circulated to the board. The Chairman
participates in these presentations where
appropriate and is available to speak with
shareholders. The Chief Executive Officer
takes part in additional online conferences
and dialogue with individual institutional
shareholders also takes place in order to
understand and work with these investors
to seek to comply with their investor
principles where practicable.
Investor queries may be addressed
to the Company Secretary at
investors@warpaintlondonplc.com.
A range of corporate information
(including all Company announcements)
is also available to shareholders, investors
and the public on the Company’s website
www.warpaintlondonplc.com.
Other Key Stakeholders
The Company’s means of communicating
with its other stakeholders are set out in
the Stakeholder Engagement and ESG
sections of the Strategic Report and the
Section 172 report.
The Reports of the Audit and
Remuneration Committee and the
Remuneration Committee describe the
responsibilities of those committees and
the work undertaken throughout the year.
340
Warpaint London PLC
Audit and Risk Committee Report
On behalf of the board, I am pleased to
present the Audit and Risk Committee
Report for the year ended 31 December
2024. The Audit Committee was
reconstituted by the board of directors on
3 September 2024 as the Audit and Risk
Committee with associated and updated
Terms of Reference.
The Audit and Risk Committee is
responsible for ensuring that the financial
performance of the Group is properly
reported on and reviewed, and its role
includes monitoring the integrity of the
financial statements of the Group (including
annual and interim accounts and results
announcements), reviewing internal
control and risk management systems,
reviewing any changes to accounting
policies, reviewing and monitoring the
extent of the non-audit services undertaken
by external auditors, reviewing findings
of an audit with the auditors, meeting
regularly with the auditors and advising
on the appointment of external auditors.
It is further responsible for reviewing and
monitoring the effectiveness of internal
financial controls, risk management
systems and overall risk framework
and processes, considering appropriate
risk appetite and strategy across all
major activities, overseeing current and
prospective risks faced by the Company
and its strategy in relation to future risks,
ensuring that risk management is properly
considered in board decisions, and that the
risk management function is adequately
resourced.
During the year the Committee consisted
of three non-executive directors: me (as
Chairman), Indira Thambiah and Sharon
Daly both of whom were appointed to the
board and to the Committee on 1 January
2024 and both of whom are independent
non-executive directors. Clive Garston
stepped down from the Committee on
1 January 2024.
The Audit and Risk Committee is convened
as required and met three times during the
year ended 31 December 2024 to discharge
its responsibilities inter alia in connection
with the Group’s Financial Statements for
the year ended 31 December 2023 and
the Interim Financial Statements for the
six months ended 30 June 2024. A further
planning meeting took place with the
external auditor BDO LLP (“BDO”) during
the year. The Chief Financial Officer and
the external auditor normally attend
Committee meetings. The Committee
met with the external auditor without
management present during the year.
The board is satisfied that I, as Chairman
of the Committee, have recent and relevant
financial experience. I am a Chartered
Accountant and, over the past 29 years
have served on the board of a number of
public limited companies in finance roles
including as chief financial officer, group
finance director and treasurer.
Whilst the board as a whole has a duty to
act in the best interests of the Company,
the Committee has a particular role,
acting independently of management, to
ensure that the interests of shareholders
are properly protected in relation to
financial reporting and the effectiveness of
the Group’s systems of financial internal
controls.
The key responsibilities of the
Committee are to:
• Monitor the integrity of the Group’s
financial statements and other
statements and announcements
relating to its financial performance,
reviewing and challenging the
methodology and assumptions used
where necessary;
• Consider the Group’s accounting
policies and practices along with its
application of accounting standards
and significant judgements;
• Review and monitor the effectiveness
of the Group’s system of internal
controls, including financial reporting
and controls and risk management
systems and overall risk framework
and processes;
• Consider and oversee the Group’s
appetite and strategy for risk across
all major activities, oversee current
and prospective risks and the
management thereof, ensure the
proper consideration of risk by the
board and adequate resourcing of the
risk management function;
• Review the adequacy and security of
the Group’s procedures and controls
for whistleblowing, the detection of
fraud and the prevention of bribery;
• Consider and make recommendations
to the board on the appointment,
reappointment, removal or resignation
and remuneration of the external
auditor; and
• Oversee the relationship with the
Group’s external auditor including
consideration of the objectivity and
independence of the external audit
process.
The full terms of reference for the
Committee can be found on the Company’s
website at www.warpaintlondonplc.com.
Key Activities during the Year
During the year ended 31 December 2024,
the Audit and Risk Committee has:
• Received and reviewed statements
from management regarding
their approach to key accounting
considerations, estimates and
judgements in the financial statements
for the year ended 31 December 2023,
in particular revenue recognition,
valuation of inventory recorded on
the statement of financial position,
impairment assessments on the
carrying value of goodwill and other
intangible and tangible assets,
41
Annual Report 2024
Governance
debtor recoverability, management’s
assessment of going concern;
• Discussed the report received from
the external auditor regarding its
audit in respect of the year ended
31 December 2023;
• Reviewed and discussed with the
external auditor the key accounting
considerations, estimates and
judgements reflected in the Group’s
financial statements for the year
ended 31 December 2023;
• Reviewed the half-year results to
30 June 2024 and full-year financial
statements to 31 December 2023;
• Discussed with the external auditor
their review of the half-year results to
30 June 2024;
• Reviewed and approved the Group’s
viability/going concern statement
for 2024, including the approach
and assumptions taken, giving
consideration to key risks;
• Reviewed and agreed the external
auditors audit strategy memorandum
in advance of its audit for the year
ended 31 December 2024, including
a statement on its independence and
objectivity; and
• Agreed the terms of engagement and
fees to be paid to the external auditor
for the audit of the 2024 financial
statements.
An overview of the Company’s approach to
risk and risk management through 2024,
together with a summary of the principal
risks facing the Group, is provided in the
risk management section.
External auditor
The Committee oversees the Group’s
relationship with BDO and formally
reviews the relationship, policies and
procedures to ensure its independence.
BDO also reports to the Committee on
the steps it has taken through the year
to safeguard its independence and to
comply with the relevant professional
and regulatory requirements. The BDO
partner in charge of the audit is Hannah
Pop who has held the role for two years.
The maximum term for which a partner in
charge can perform the role is five years.
BDO has been auditor to the Group
for nine years since its appointment in
respect of the 2016 year end, with the lead
audit partner being rotated on a regular
basis, most recently in 2023 in respect of
the audit for the year ended 31 December
2023. The last tender for the audit of
Warpaint London PLC and its subsidiaries
occurred in 2016. The board is satisfied
that BDO’s appointment as auditor
remains appropriate for the size and
complexity of the Group, but consideration
is given to the tendering for auditors
from time to time and this will remain
under review. There are no contractual
obligations that restrict the Committee’s
choice of external auditor.
BDO LLP was appointed by the board as
the Company’s external auditor on 26 June
2024 for the 2024 reporting period and it is
their intention to put themselves forward
at the AGM to stand as auditors for the
next financial period.
The Group paid £333,000 to BDO for
audit services in 2024, relating to the
statutory audit of the Group and Company
financial statements, the audit of Group
subsidiaries, and audit-related assurance
services. In addition, the Group paid £5,000
to BDO in 2024 for tax advice.
Independence
During the year it was identified that BDO
Ireland, a separate BDO Member Firm,
had provided VAT Compliance Services to
Warpaint Cosmetics (ROI) Limited, which
is a controlled undertaking of Warpaint
London PLC. As such, this constitutes
a service which is not permitted to be
provided to Other Entities of Public Interest
and their controlled undertakings under
paragraph 5.40 and 5.42 of the FRC
Ethical Standard (2019). The service was
provided during the financial year ended
31 December 2024 but concerned matters
in relation to the previous financial year
and had fees of less than £1,770. The
services were provided in January 2024
to meet a statutory reporting deadline
in Ireland, following which they were
immediately terminated. The services
had no material effect on Warpaint
London PLC’s Consolidated Financial
Statements. BDO have assessed the
threats to independence arising from the
provision of this non-audit service and, in
its professional judgment, have confirmed
that based on its assessment of the breach,
BDO’s integrity and objectivity as Auditor
has not been compromised and BDO
believes that an Objective, Reasonable
and Informed Third Party would conclude
that the provision of this service would
not impair their integrity or objectivity for
any of the impacted financial years. Those
Charged With Governance at the entity have
concurred with this view. Other than the
matter noted above, no other non-audit
services prohibited by the FRC’s Ethical
Standard (2019) were provided to the entity.
Committee performance and
effectiveness
The Company is yet to adopt a formal
performance evaluation procedure for
the board, its committees and directors
individually.
Audit and Risk Committee Report
This Audit and Risk Committee Report
was reviewed and approved by the board
on 28 April 2025.
Keith Sadler
Chair Audit and Risk Committee
342
Warpaint London PLC
Remuneration Committee Report
On behalf of the board of directors, I am
pleased to present the Remuneration
Committee Report for the year ended
31 December 2024.
The main objectives of the Remuneration
Committee are to develop and
implement compensation packages
designed to attract, incentivise and
retain staff, creating opportunities for
senior management and employees
to participate in share option schemes
and develop bonus arrangements which
reward performance and increase
shareholder value over the long term.
The Remuneration Committee has
responsibility for determining, within the
agreed terms of reference, the Group’s
policy on the remuneration packages
of the Company’s Chairman, and the
executive directors and such other
members of the senior management
as it is designated to consider. The
Remuneration Committee also has
responsibility for determining (within
the terms of the Group’s policy and in
consultation with the Chairman of the
board and/or the Chief Executive Officer)
the total individual remuneration package
for each executive director and other
senior managers (including bonuses,
incentive payments and share options or
other share awards). The remuneration
of non-executive directors will be a
matter for the board as a whole. No
director or manager will be allowed to
partake in any discussions as to their
own remuneration. In exercising this
role, the directors shall have regard to
the recommendations put forward in the
relevant QCA Guidelines.
I joined the board and was appointed
to the Remuneration Committee on
1 January 2024. I became Chair of
the Remuneration Committee on
3 September 2024, replacing Keith Sadler
who stepped down as Chair on that
date. During the financial year ended 31
December 2024, the Committee consisted
of three independent non-executive
directors: me (as Chair), Keith Sadler,
and Sharon Daly who was appointed
to the board and the Committee on 1
January 2024. Clive Garston stepped
down from the Committee on 1 January
2024.
The Remuneration Committee is
convened not less than twice a year and
otherwise as required. The Committee
met four times during the year ended 31
December 2024.
The full terms of reference for
the Committee can be found on
the Company’s website at www.
warpaintlondonplc.com.
Key Activities during the Year
During the year ended 31 December
2024, the Remuneration Committee:
• Reviewed the share option award
proposals for the grant of options
under the Warpaint London PLC
Company Share Option Plan and the
Enterprise Management Incentive
Scheme (as amended and restated on
21 September 2018) to employees in
October 2024;
• Undertook a review and made
recommendations regarding the
performance criteria for the share
options to be granted under the
Warpaint London PLC Company
Share Option Plan and the EMI
Scheme to senior employees on 5
December 2024; and
• Reviewed the salary and bonus
proposals for the executive directors
and senior management at or above
the Committee’s review threshold.
Business performance in year and key
decisions
In 2024, Warpaint London PLC reported
strong financial performance with
revenue increasing to £101.6m (2023:
£89.6m) and profit before tax £23.8m
(2023: £18.1m).
In the light of this performance, bonuses
were paid to Sam Bazini (CEO) of
£175,000, Eoin Macleod (MD) of £175,000,
Neil Rodol (CFO) of £150,000 and Sally
Craig (General Counsel & Company
Secretary) of £8,000.
On 5 December 2024, Warpaint London
PLC granted 205,000 share options
to three senior executives, including
CFO Neil Rodol (120,000) and General
Counsel & Company Secretary
Sally Craig (10,000). The options are
exercisable at 490p from 5 December
2027 to 5 December 2034, are subject to
performance conditions.
2024 and 2025 AGM
At the Company’s Annual General
Meeting (“AGM”) on 26 June 2024,
92.7% of votes were cast in favour of
the resolution to approve the director’s
remuneration report with 7.3% of
votes against. One proxy adviser noted
in its report in respect of the 2024
AGM that options had been granted to
executive directors during 2023 without
performance conditions.
In response to this, the Company
consulted its advisers in respect of
options to be granted to senior team
members, including Neil Rodol and Sally
Craig, both directors, on 5 December
2024, and the Remuneration Committee
recommended that these options be
exercisable subject to performance
conditions as detailed later in this report.
43
Annual Report 2024
Governance
In line with our previous practice, we will
put this Remuneration Report (excluding
the Remuneration policy) to an advisory
resolution at our 2025 AGM. During
2025, the Remuneration Committee
will continue to consider the guidance
on remuneration contained in the new
QCA Corporate Governance Code which
applies to Warpaint from its financial year
commencing 1 January 2025.
External Advice
The Remuneration Committee received
advice from h2g Remuneration Advisory
LLP and Fladgate LLP in the year to assist
them in connection with the grant of
options.
Directors Remuneration Policy
The Group takes into account both
Group and individual performance,
market value and sector conditions in
determining director and senior employee
remuneration. The remuneration
packages are constructed to provide
a balance between fixed and variable
rewards. Therefore, remuneration
packages for executive directors may
include basic salary, pension, benefits,
discretionary annual bonus and long-term
incentive awards.
Salary, pension and benefits
The Company uses base salary as well
as benefits, including pensions, to
recruit and retain high quality executives.
Compensation reflects the role and
the experience of the individual and is
benchmarked against the market. The
individual’s performance is reviewed on
an annual basis with any salary changes
effective 1 January. Pension benefits for
senior executives are in line with the wider
workforce. Benefits also include a death in
service benefit for executive directors.
Annual bonus and LTIP
The annual bonus and LTIP is intended
to align the interests of the executive
directors with the shareholders and
stakeholders in the long term. Bonuses
are paid in cash, based on Group
performance and individual director
contributions, and are discretionary.
Share options, which may be granted
under CSOP when under HMRC limits,
are also granted at the Committee’s
discretion. Share option awards to
executive directors have a minimum
vesting period of three years and are
subject to three-year objective Group
performance conditions.
Non-executive director remuneration
Remuneration is set having regard for
the need to attract and retain high quality
individuals with the skills, experience and
time to excel in their role. Fees are paid in
cash and are set based on market rates in
comparative companies.
Service Contracts and non-executive
directors’ Letters of Appointment
The executive directors have rolling
contracts that are terminable on 12
months’ notice, in the case of Sam Bazini
and Eoin Macleod (the Chief Executive
Officer and the Managing Director) and six
months’ notice, in the case of Neil Rodol
(Chief Financial Officer) and Sally Craig
(General Counsel & Company Secretary).
Paul Hagon (executive director), Clive
Garston (Chairman), Keith Sadler, (non-
executive director), Indira Thambiah
(non-executive director) and Sharon Daly
(non-executive director) have each entered
into a letter of appointment which is
terminable on three months’ notice. Paul
Hagon provides services to the Group
through Ward & Hagon Management
Consulting LLP, of which Paul Hagon is a
partner and which is owned by an entity in
which Paul Hagon has a material interest
(“Ward & Hagon”).
Remuneration of employees below the
Group board
Employees below the Group board receive
base salary, death in service benefit,
annual bonus and are invited to participate
in the option scheme as well as being
eligible to participate in the CSOP on the
same terms as other eligible employees.
Pay and conditions throughout the Group
are taken into consideration when setting
remuneration policy. The Committee does
not consult other employees when setting
executive remuneration.
Shareholder consultation
The Committee’s policy is to consult
with major shareholders in respect
of significant decisions on executive
remuneration. The Chair of the
Remuneration Committee is available
for contact with investors concerning the
Company’s approach to remuneration.
Consideration of new executive
directors or senior executives
When recruiting or promoting any
senior executive, we seek to apply
consistent policies on fixed and variable
remuneration components in line with the
remuneration policy set out above.
344
Warpaint London PLC
Directors’ Remuneration for the year ended 31 December 2024
Salary
£’000
Pension
£’000
Benefits
£’000
Bonus
£’000
Total
Remuneration
2024
£’000
Fair Value of
Options
£’000
Total
Remuneration
2023
£’000
S Bazini
275
–
13
175
463
–
390
E Macleod
275
–
15
175
465
–
387
N Rodol
223
1
–
150
374
304
299
S Craig
68
1
–
8
77
37
69
C Garston
75
–
–
–
75
–
69
P Hagon
42
–
–
–
42
*71
42
K Sadler
50
–
–
–
50
–
46
**S Daly
50
1
–
–
51
–
–
**I Thambiah
50
1
–
–
51
–
–
* Shares granted to consultancy company Ward & Hagon Management Consulting LLP, of which director Paul Hagon is a member
** Appointed as directors 1 January 2024
Salaries
As at 1 January 2024, the salary of Sam Bazini (CEO) was £275,000, the salary of Eoin Macleod was £275,000, the salary of the
Neil Rodol (CFO) was £223,000, the salary of Sally Craig (General Counsel & Company Secretary) was £67,500 and the salary of
Paul Hagon (executive director) was £42,000.
Paul Hagon, an executive director, is a member of Ward & Hagon. In addition to the salary paid to Paul Hagon, Ward & Hagon were
paid consulting fees of £225,000 (2023: £190,000), £101,504 commission (2023: £116,763) and expenses of £8,487 in 2024 (2023: £9,346).
The fee of Clive Garston, our Chairman, was £75,000 and the base fee of our non-executive directors was £50,000.
Bonus in year
Bonuses for the year to 31 December 2024 were based primarily on the achievement of the Company’s budget for the financial year.
In the light of performance against these targets, both the CEO and MD were paid a bonus at 64% of salary, the CFO was paid a bonus
at 67% of salary and the General Counsel & Company Secretary was paid a bonus of 12% of salary, all as detailed in the table above.
Long term incentives
On 5 December 2024, Warpaint London PLC granted share options over a total of 205,000 ordinary shares of 25p each to
three senior executives, including Neil Rodol (CFO): 120,000 and Sally Craig (General Counsel & Company Secretary): 10,000. The options
are exercisable at 490p from 5 December 2027 until 5 December 2034, subject to certain performance conditions being met, including
CAGR in the Company’s adjusted basic earnings per share exceeding 10% over the three years commencing 1 January 2025.
On 30 May 2024, Neil Rodol (CFO), exercised 250,000 options over ordinary shares of 25p each at an exercise price of 122 pence per share
(granted in May 2021), subsequently selling them at 485 pence per share.
Remuneration Committee Report (continued)
45
Annual Report 2024
Governance
Directors’ interests in share options for year ended 31 December 2024
As at 31 December 2024 the following directors held the following performance related share awards (Enterprise Management
Incentive Scheme Options or CSOPs) over ordinary shares of 25p each under the Warpaint London plc Enterprise Management
Incentive Scheme and the Warpaint London plc Company Share Option Plan. For details of the share option schemes see Note 21 in
the Consolidated Financial Statements.
Type of Share Award
Date of Grant
Number of
options at
31 December
2024
Exercise Price
End of
Performance
Period/First
Exercise Date
Number of options
at 31 December
2023
S Bazini
–
–
–
–
–
–
E Macleod
–
–
–
–
–
–
N Rodol
EMI (Non-Qualifying)
24.05.2021
–
122.0p
24.05.2024
225,410
CSOP
24.05.2021
–
122.0p
24.05.2024
24,590
CSOP
24.11.2023
9,230
325.0p
24.11.2026
9,230
EMI (Non-Qualifying)
24.11.2023
110,770
325.0p
24.11.2026
110,770
EMI (Non-Qualifying)
5.12.2024
120,000
490.0p
5.12.2027
–
S Craig
EMI
29.06.2017
10,000
237.5p
29.06.2020
10,000
CSOP
20.05.2020
10,000
49.5p
20.05.2024
10,000
CSOP
24.11.2023
10,000
325.0p
24.11.2026
10,000
EMI (Non-Qualifying)
5.12.2024
10,000
490.0p
5.12.2027
–
P Hagon
EMI (Non-Qualifying)
01.03.2023
*200,000
127.5p
01.03.2025
*200,000
C Garston
–
–
–
–
–
–
K Sadler
–
–
–
–
–
–
**S Daly
–
–
–
–
–
–
**I Thambiah
–
–
–
–
–
–
* Shares granted to consultancy company Ward & Hagon Management Consulting LLP, of which director Paul Hagon is a member
Further details of this award are disclosed in Note 21
** Appointed as directors 1 January 2024
346
Warpaint London PLC
The directors, who held office at 31 December 2024, had the following interests in the ordinary shares of 25p each in the capital of the Company:
Number of share options
held at 31 December 2024
Number of
Ordinary Shares held
at 31 December 2024
Ordinary Shares as % of
issued share capital
Number of
Ordinary Shares held
at 31 December 2023
S Bazini (a)
–
15,994,227
19.82
15,195,208
E Macleod (b)
–
15,994,227
19.82
15,195,208
N Rodol
240,000
105,921
0.13
103,961
S Craig
40,000
980
0.00
–
P Hagon
*200,000
32,615
0.04
31,145
C Garston
–
132,197
0.16
126,315
K Sadler
–
42,399
0.05
40,439
** S Daly
–
6,040
0.01
–
** I Thambiah
–
1,960
0.00
–
* Shares granted to consultancy company Ward & Hagon Management Consulting LLP, of which director Paul Hagon is a member.
** Appointed as directors 1 January 2024
The above holdings:
(a) include 4,250,000 (2023: 4,250,000) shares are held by the wife of Sam Bazini
(b) include 4,250,000 (2023: 4,250,000) shares are held by the wife of Eoin Macleod
For details of the share option schemes see Note 21 in the Consolidated Financial Statements.
On 12 February 2025 Keith Sadler purchased 2,500 ordinary shares at a price of 400p per share. Other than this there were no changes
in the shareholdings of the directors between 31 December 2024 and the date of this report.
Remuneration Committee Report (continued)
Remuneration in 2025
Executive remuneration will be operated in
2025 as set out below.
Salaries and fees
Effective 1 January 2025, the salaries of
the CEO, MD, CFO, Sally Craig (General
Counsel & Company Secretary) and Paul
Hagon, executive director are £288,750;
£288,750; £234,150, £70,875 and £44,100,
respectively. Paul Hagon will continue to
provide services through Ward & Hagon.
Effective 1 May 2025, the General Counsel
& Company Secretary will receive a salary
of £94,500, which is a reflection of a 25%
increase in time commitment which is
required in 2025, as the Company grows.
Effective 1 January 2025, the annual
fees of the Chairman and each of the
non-executive directors are £90,000 and
£52,500, respectively.
Annual bonus plan
Annual bonus will operate in 2025 in a
similar way to its operation in 2024.
Long term incentives
It is anticipated that share options will be
made in 2025 in a similar manner to those
in 2024. Awards to executive directors will
have objective three-year performance
conditions attached.
I hope that you have found this report
helpful and informative. We would
welcome any feedback you have on this
report and our remuneration, and I can be
contacted through the Company Secretary.
Indira Thambiah
Chair Remuneration Committee
47
Annual Report 2024
Governance
Directors’ Report
The Directors present their annual report on the affairs of the Group, together with the financial statements and auditor’s report for
the year ended 31 December 2024. The Corporate Governance statement forms part of this report.
Going concern
The Company’s going concern statement can be found in Note 1 Material Accounting Policies in the Consolidated Financial
Statements.
Results and dividends
The directors recommend a final dividend of 7.5 pence per ordinary share to be paid on 5 July 2025 for the year ended 31 December
2024 which, when added to the interim dividend of 3.5 pence per share gives a total dividend for the year of 11.0 pence per share. In the
year ended 31 December 2023 the final dividend per ordinary share was 6.0 pence per share and the interim dividend 3.0 pence per
share, giving a total dividend for the year ended 31 December 2023 of 9 pence per share.
Directors
The following directors who held office during the year are as follows:
Non-executive Chairman
C Garston
Executive directors
S Bazini
E Macleod
N Rodol
S Craig
P Hagon
Non-executive directors
K Sadler
I Thambiah*
S Daly*
*Appointed to the board on 1 January 2024
In accordance with the Articles Samuel Bazini, Neil Rodol and Sally Craig will retire by rotation and stand for re-election at the
forthcoming AGM. It is intended that in compliance with the 2023 QCA Code, all directors will retire by rotation and stand for
re‑election at the 2026 AGM.
Likely Future developments
Details of the Group’s future developments are contained in the Strategic report.
Substantial shareholdings
The Group is aware of the following shareholdings of 3% or more in the share capital as at 31 December 2024:
Shareholder
Number of Shares
%
S Bazini (including connected parties)
15,994,227
19.82
E Macleod (including connected parties)
15,994,227
19.82
Schroder plc
8,745,030
10.84
JP Morgan Asset Management (UK) Limited
7,095,738
9.13
348
Warpaint London PLC
Financial instruments
The Group’s financial risk management
objectives and policies are discussed in
Note 23 to the Consolidated Financial
Statements.
Auditors
In accordance with section 485 of the
Companies Act 2006, a resolution
proposing that BDO LLP be re-appointed
as auditors of the Group will be put to the
Annual General Meeting.
Indemnity of Directors
The Company has purchased and
maintained directors’ and officers’ liability
insurance for the board.
Website publication
The directors are responsible for
ensuring the annual report and the
financial statements are made available
on a website. Financial statements are
published on the Company’s website
in accordance with legislation in the
United Kingdom governing the preparation
and dissemination of financial statements,
which may vary from legislation in
other jurisdictions. The maintenance
and integrity of the Company’s website
is the responsibility of the directors.
The directors’ responsibility also extends
to the ongoing integrity of the financial
statements contained therein.
Employees
It is the Company’s policy not to
discriminate between employees or
potential employees on any grounds.
Full and fair consideration is given to
the recruitment, training and promotion
of disabled people and, should staff
become disabled during the course of
their employment, efforts are made to
provide appropriate re-training. Further
information about the Company’s
engagement with its employees is set out
in the ESG report and the Stakeholder and
Section 172 section.
Engagement with Key Stakeholders
The Company believes that engagement
with its principal stakeholders is vital
to enhancing the Group’s value and
promoting its long-term success. Details
of the identity of and engagement with key
stakeholders are set out in the ESG report
and the Stakeholder and Section 172
section.
Streamline Energy and Carbon
Reporting (“SECR”)
Our SECR covers the energy consumption
and Greenhouse Gas (“GHG”) emissions
for the period 1 January 2024 to
31 December 2024 (with comparatives
shown for the same period in 2023).
The tables below show for the financial
years 2023 and 2024, the energy and
GHG emissions from business activities
involving the combustion of gas, and
the purchase of electricity in both kWh
and tCO2e.
GHG
Financial
Energy Usage
Emissions
Year 2024
in kWh
in tCO2e
Scope 1
232,131
42,457
Scope 2
293,723
60,815
Total for 2024
525,854
103,272
Intensity ratio (tCO2e per £mil)
1.02
GHG
Financial
Energy Usage
Emissions
Year 2023
in kWh
in tCO2e
Scope 1
170,099
31,116
Scope 2
352,823
73,061
Total for 2023
522,922
104,177
Intensity ratio (tCO2e per £mil)
1.16
We have selected an intensity metric
based on Group sales and this is
1.02 tCO2/£mil in the year (2023:
1.16 tCO2/£mil). We will use this
sales‑driven ratio to monitor our energy
efficiency performance over time.
The Group includes energy efficiency
measures whenever possible in carrying
out its business, and when making
operational decisions. In 2024, the Group
completed the upgrade of internal and
external lighting to LED units throughout
all its sites. In 2024 Warpaint completed
the installation of solar panels to the roof
at its largest warehouse site, to provide
electricity throughout the year and to
return any surplus energy back to the
grid. The Group did not benefit from the
return of energy in 2024, this will start
in 2025 when new energy supply tariffs
are signed up to. The number of electric
cars provided to Group employees was
increased in 2024.
New technologies continue to be
considered in order to improve the
environmental performance of the Group’s
sites, to reduce energy consumption
and improve overall energy efficiency
throughout the business.
SECR METHODOLOGY
The figures quoted include meter readings
for electricity and gas. Conversion factors
used are taken from the GOV.UK website
www.gov.uk/government/publications/
greenhouse-gas-reporting-conversion-
factors-2024 and www.gov.uk/government/
publications/greenhouse-gas-reporting-
conversion-factors-2023 to calculate
emissions for Scope 1 and 2.
Directors’ Report (continued)
49
Annual Report 2024
Governance
SECR MATERIALITY
The data provided by the Group has been
determined as accurate and complete
and covers the Group’s operations in
the United Kingdom, specifically the
operations of the two UK subsidiaries,
Warpaint Cosmetics (2014) Limited and
Badgequo Limited.
Research and Development
The Company did not carry out any
research and development in the year
(2023: £nil).
Post Balance Sheet Events
Details of the Group’s post balance sheet
events are discussed in Note 28 to the
Consolidated Financial Statements.
Corporate Governance
The corporate governance statement set
out earlier in this document forms part of
this report.
Statement of disclosure to the auditors
So far as the directors are aware:
(a) there is no relevant audit information
of which the Company’s auditors are
unaware, and
(b) they have taken all the steps that they
ought to have taken as a director in
order to make themselves aware of
any relevant audit information and to
establish that the Company’s auditors
are aware of that information.
Statement of Directors’
Responsibilities
The directors are responsible for
preparing the annual report 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 Group
financial statements in accordance with
UK adopted international accounting
standards, and the Company financial
statements in accordance with United
Kingdom Accounting Standards, including
Financial Reporting Standard 102,
The Financial Reporting Standard in the
United Kingdom and Republic of Ireland
(United Kingdom Generally Accepted
Accounting Practice). 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 Group
and Company and of the profit or loss of
the Group and Company for that period.
The directors are also required to prepare
financial statements in accordance with
the rules of the London Stock Exchange
for companies trading securities on AIM.
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 they have been prepared
in accordance with UK adopted
international accounting standards or
United Kingdom Generally Accepted
Accounting Practice; and
• 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 Group
and Company’s transactions and disclose
with reasonable accuracy at any time the
financial position of the Group and the
Company and enable them to ensure that
the financial statements comply with the
requirements of the Companies Act 2006.
They are 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.
On behalf of the board
Neil Rodol
Chief Financial Officer
28 April 2025
Warpaint London PLC
Opinion on the financial statements
In our opinion:
• the financial statements give a true and fair view of the state of the
Group’s and of the Parent Company’s affairs as at 31 December 2024
and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in
accordance with UK adopted international accounting standards;
• the Parent Company financial statements have been properly prepared
in accordance with United Kingdom Generally Accepted Accounting
Practice; and
• the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements of Warpaint London PLC (the
‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended
31 December 2024 which comprise the consolidated statement of
comprehensive income, the consolidated statement of financial position,
the consolidated statement of changes in equity, the consolidated
statement of cash flows, the company statement of financial position,
the company statement of changes in equity and notes to the financial
statements, including a summary of material and significant accounting
policy information.
The financial reporting framework that has been applied in the preparation
of the Group financial statements is applicable law and UK adopted
international accounting standards. The financial reporting framework
that has been applied in the preparation of the Parent Company financial
statements is applicable law and United Kingdom Accounting Standards,
including Financial Reporting Standard 102 The Financial Reporting
Standard applicable in the United Kingdom and Republic of Ireland
(United Kingdom Generally Accepted Accounting Practice).
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’s responsibilities
for the audit of the financial statements section of our report. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
During the year it was identified that BDO Ireland, a separate BDO
Member Firm, had provided VAT Compliance Services to Warpaint
Cosmetics (ROI) Limited, which is a controlled undertaking of Warpaint
London PLC. As such, this constitutes a service which is not permitted
to be provided to Other Entities of Public Interest and their controlled
undertakings under paragraph 5.40 and 5.42 of the FRC Ethical Standard
(2019). The service was provided during the financial year ending
31 December 2024 (“FY24”) but concerned matters in relation to the
previous financial year and had fees of less than £1,770. The services
were provided in January FY24 to meet a statutory reporting deadline in
Ireland, following which they were immediately terminated. The services
had no material effect on Warpaint London PLC’s Consolidated Financial
Statements. We have assessed the threats to independence arising from
the provision of this non-audit service and, in our professional judgment,
we confirm that based on our assessment of the breach, our integrity and
objectivity as Auditor has not been compromised and we believe that an
Objective, Reasonable and Informed Third Party would conclude that the
provision of this service would not impair our integrity or objectivity for
any of the impacted financial years. Those Charged With Governance at
the entity have concurred with this view.
Other than the matter noted above, no other non-audit services prohibited
by the FRC’s Ethical Standard (2019) were provided to the entity.
We remain independent of the Group and the Parent 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
as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
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. Our evaluation of the Directors’
assessment of the Group and the Parent Company’s ability to continue to
adopt the going concern basis of accounting included:
• Evaluating the process the Directors followed to make their
assessment, including checking if the assessment and underlying
projections were prepared by appropriate individuals with sufficient
knowledge of the detailed figures as well as an understanding of the
Group’s markets, strategies and risks;
• Understanding, challenging and corroborating the key assumptions
included in their cash flow forecasts against prior year, our knowledge
of the business and independent market data, along with the findings
from other areas of our audit;
• Comparison of the post year end trading results to the forecasts so as
to evaluate the accuracy, and reasonability of the forecasts prepared;
• Evaluating via inquiry with the Directors, review of board minutes and
review of external resources the potential impact of any a)
macroeconomic influences (including inflationary pressures) and b)
one-off cash outflows that may have been omitted from cash flow
forecasts and assessing the impact these could have on future cash
flows and cash reserves;
• Assessing appropriateness of stress test scenarios, and challenging
whether other reasonably possible scenarios could occur and
considering whether the assumptions included within these were
appropriate. In doing so we also challenged the mitigations provided by
the Directors in the event of a reasonable downside scenario occurring;
and
• Considering the adequacy of the disclosures relating to going concern
included within the annual report against the requirements of the
accounting standards and consistency of the disclosures against the
forecasts and going concern assessment.
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 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.
Independent Auditor’s Report
to the members of Warpaint London PLC
50
Annual Report 2024
Financial Statements
51
Overview
2024
2023
Key audit
matters
Revenue recognition
√
√
Materiality
Group financial statements as a whole
£1,050,000 (2023: £650,000) based on 4.3% (2023: 5%) of
Profit before tax adjusted for acquisition related expenses,
amortisation of acquired intangibles and shared based
payments
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group
and its environment, the applicable financial reporting framework and
the Group’s system of internal control. On the basis of this, we identified
and assessed the risks of material misstatement of the Group financial
statements including with respect to the consolidation process. We then
applied professional judgement to focus our audit procedures on the
areas that posed the greatest risks to the group financial statements. We
continually assessed risks throughout our audit, revising the risks where
necessary, with the aim of reducing the group risk of material misstatement
to an acceptable level, in order to provide a basis for our opinion.
Components in scope
From the above risk assessment and planning procedures, we determined which of the Group’s components were likely to include risks of material
misstatement relevant to the Group’s financial statements. We then determined the type of procedures to be performed at these components.
The total number of components within the scope of our work was as follows:
Number of components
FY 2024
FY 2023
Audit procedures on entire financial information of the Component (2023: Significant
component due to size) [Scope 1]
2
2
Audit procedures on one or more account balances, classes of transactions or
disclosures (2023: Significant component due to risk) [Scope 2]
2
2
Specific audit procedures (2023: Specific audit procedures) [Scope 3]
1
0
5
4
As part of performing our Group audit, we have determined the components in scope as follows:
Scope 1: Warpaint Cosmetics (2014) Limited and Badgequo Limited
Scope 2: Marvin Leeds Marketing Services Inc and Warpaint London PLC
Scope 3: Warpaint Cosmetics (ROI) Limited
In determining components, we have considered how components are organised within the Group, and the commonality of control environments, legal
and regulatory framework, and level of aggregation associated with individual entities. Lack of commonality of controls across the Group, differences
in jurisdictional risk, and the legal and regulatory frameworks under which the entities operate, prevent the aggregation of components.
For components in scope, we used a combination of risk assessment procedures and further audit procedures to obtain sufficient appropriate
evidence. These further audit procedures included:
• procedures on the entire financial information of the component;
• procedures on one or more classes of transactions, account balances or disclosures; and
• specific audit procedures.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the
current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including
those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement
team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
352
Warpaint London PLC
Key audit matter
How the scope of our audit addressed the key audit matter
Revenue recognition
Refer to Note 2 and
relevant accounting
policy in Note 1
The Group has recorded revenues of £101.6m in
the year, representing an increase on the prior
year amount of £89.5m.
Revenue is measured net of any rebates or
discounts granted to customers. The Group
records revenues at the point in time when goods
have been delivered to the customers; for overseas
sales however the performance obligation is
considered fulfilled upon delivery to either the
port of departure or according to the terms of sale
agreed with the customer. Overseas sales are also
recognised on collection by customers from one
of the Group’s distribution warehouses, where
appropriate.
We identified a significant risk around the
inappropriate recognition of revenues in the
correct period as there may be an incentive to
accelerate revenue to further improve the Group’s
performance. We believe that revenue could be
overstated either by posting unusual manual
journals in revenue or by recording revenue before
fulfilling performance obligations as defined by
IFRS 15 by the year end.
As a result of the above, we considered revenue
recognition to be a key audit matter.
We assessed and evaluated management’s accounting policy for revenue
recognition in accordance with IFRS 15.
We reviewed the key terms of material contracts entered during the year to
check that revenue has been recognised in accordance with the contract and
the requirements of IFRS 15.
For a sample of sales transactions accounted for pre year end and credit
notes accounted for post year end, we inspected the underlying documents to
check that revenue and credit notes were recorded in the correct period.
We updated our understanding of the nature of journal entries posted into
revenue throughout the year. These journals are mainly transactional in
nature. We set our journal testing criteria based on the risk that we identified.
For each of the journals identified within our criteria, we performed the
following:
• We enquired of management as to the rationale for the journal posted.
• We traced the journal to the appropriate corresponding entry and checked
that postings were made to correct account.
• We also obtained and agreed the journal entries selected to supporting
documentation to check if postings made had valid business reasons and
were in the correct accounting period.
Key observations:
We have not identified any issues on the work we have performed regarding
the Group’s recognition of revenue that would indicate that revenue is
materially misstated.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality
to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the
basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance
materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial
as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect
on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:
Group financial statements
Parent company financial statements
2024
£
2023
£
2024
£
2023
£
Materiality
1,050,000
650,000
825,000
585,000
Basis for determining
materiality
4.3% of profit before tax adjusted for acquisition related
expenses, amortisation of acquired intangibles and shared
based payments
(2022: 5% of profit before tax adjusted for exceptional items).
1.50% of gross assets capped at 78% of Group materiality
(2023: 1.50% of gross assets capped at 90% of Group
materiality)
Rationale for the
benchmark applied
We considered adjusted profit before tax to be the most
appropriate measure for the basis of materiality given
the importance of underlying trading profit as a measure
for users of the financial statements in assessing the
performance of the Group.
The component materiality used is lower of the materiality
determined using a benchmark of 1.50% of gross assets and
78% (FY 2023: 90%) of the Group materiality.
Performance materiality
735,000
455,000
577,500
410,000
Basis for determining
performance materiality
Rationale for the percentage
applied for performance
materiality
70% (2023: 70%) of Group materiality, based on our overall
risk assessment. In setting the level of performance
materiality, we considered a number of factors including the
control environment, our testing strategy, the expected total
value of known and likely misstatements (based on past
experience and other factors) and management’s attitude
towards proposed adjustments
70% (2023: 70%) of Parent Company materiality, based
on our overall risk assessment. In setting the level of
performance materiality, we considered a number of factors
including the control environment, our testing strategy, the
expected total value of known and likely misstatements
(based on past experience and other factors) and
management’s attitude towards proposed adjustments.
Independent Auditor’s Report (continued)
to the members of Warpaint London PLC
53
Annual Report 2024
Financial Statements
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality for each component of the Group, based on a percentage of between 41%
and 90% (2023: 46% and 98% ) of Group performance materiality dependent on a number of factors including size of component and our assessment
of the risk of material misstatement of those components. Component performance materiality ranged from £302,400 to £661,500 (2023: £300,000 to
£640,000).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £42,000 (2023: £32,500). We also agreed
to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The directors 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. 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 course of 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.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and
ISAs (UK) to report on certain opinions and matters as described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and Parent 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.
Matters on which we are
required to report by
exception
We have nothing to report in respect of the following matters in relation to which 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 Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ responsibilities, 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 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 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.
Auditor’s 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.
53
354
Warpaint London PLC
Extent to which the audit was capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws
and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are
capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Group and the industry in which it operates;
• Discussion with management and those charged with governance;
• Obtaining an understanding of the Group’s policies and procedures
regarding compliance with laws and regulations; and
We gained an understanding of the legal and regulatory framework
applicable to the Group and the industry in which it operates and
considered the risk of fraud and non-compliance with applicable laws
and regulations. These included but were not limited to the Companies
Act 2006 (including section 172 and SECR), AIM listing rules, Corporate
tax and VAT legislation in the jurisdictions in which the Group operates.
The Group is also subject to laws and regulations where the consequence
of non-compliance could have a material effect on the amount or
disclosures in the financial statements, for example through the
imposition of fines or litigations. We identified such laws and regulations
to be the health and safety at work Act, employment legislation, data
protection legislation, VAT regulations and Customs Act.
Our procedures in respect of the above included:
• Review of minutes of meetings of those charged with governance for
any instances of non-compliance with laws and regulations;
• Review of correspondence with regulatory and tax authorities for any
instances of non-compliance with laws and regulations;
• Review of financial statement disclosures and agreeing to supporting
documentation;
• Involvement of corporate tax and indirect tax experts in the audit;
• Review of legal expenditure accounts to understand the nature of
expenditure incurred;
• Confirmation with external legal counsel of current claims; and
• Review of the Group’s internal summary of claims and litigations and
consultation with the Group’s internal legal counsel
Fraud
We assessed the susceptibility of the financial statements to material
misstatement, including fraud. Our risk assessment procedures included:
• Enquiry with management and those charged with governance
regarding any known or suspected instances of fraud;
• Obtaining an understanding of the Group’s policies and procedures
relating to:
•
Detecting and responding to the risks of fraud; and
•
Internal controls established to mitigate risks related to fraud.
• Review of minutes of meetings of those charged with governance for
any known or suspected instances of fraud;
• Discussion amongst the engagement team as to how and where fraud
might occur in the financial statements;
• Performing analytical procedures to identify any unusual or unexpected
relationships that may indicate risks of material misstatement due to
fraud;
• Considering remuneration incentive schemes and performance
targets and the related financial statement areas impacted by these;
and
Based on our risk assessment, we considered the areas most susceptible
to fraud to be management’s capability to override controls and, as noted
in our key audit matter, the appropriateness of revenue recognition
around the year end where incentive might exist to accelerate earnings.
Our procedures in respect of the above included:
• We performed a detailed walkthrough of the financial reporting
process flow and tested design and implementation of controls around
posting of journal entries;
• Testing a sample of journal entries throughout the year, which met
defined risk criteria, by agreeing the sample to supporting
documentation;
• Introducing an element of unpredictability into our audit work, we
tested an additional on a random basis, samples outside of our defined
risk criteria, by agreeing the sample to supporting documentation;
• Performing a detailed review of the Group’s year end adjusting entries
and investigated any that appeared unusual as to nature or amount
and agreed these entries to supporting documentation;
• For significant and unusual transactions, particularly those occurring
at or near year end, we obtained evidence for the rationale of these
transactions and evidence supporting the transactions;
• We considered management’s estimates and judgements applied in
the preparation of the financial statements throughout the audit,
individually and in aggregate, to evaluate whether there were any
indications of bias in the application of these judgements;
• In response to the risk of fraud in revenue recognition we have
performed the procedures set out in the key audit matters section of
our report.
We also communicated relevant identified laws and regulations and
potential fraud risks to all engagement team members who were all
deemed to have appropriate competence and capabilities and remained
alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Our audit procedures were designed to respond to risks of material
misstatement in the financial statements, 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, misrepresentations or
through collusion. There are inherent limitations in the audit procedures
performed 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 are to become aware of it.
Independent Auditor’s Report (continued)
to the members of Warpaint London PLC
55
Annual Report 2024
Financial Statements
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 Parent 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 Parent
Company’s members 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 Parent Company and the Parent Company’s members as
a body, for our audit work, for this report, or for the opinions we have
formed.
Hannah Pop
(Senior Statutory Auditor)
For and on behalf of BDO LLP,
Statutory Auditor
London, UK
28 April 2025
BDO LLP is a limited liability partnership registered in England and
Wales (with registered number OC305127).
356
Warpaint London PLC
Year ended 31 December
2024
2023
Note
£’000
£’000
Revenue
2
101,607
89,590
Cost of sales
2
(59,739)
(53,857)
Gross profit
41,868
35,733
Administrative expenses
3,4
(17,882)
(17,252)
Profit from operations
23,986
18,481
Finance expense
5
(341)
(369)
Finance income
5
116
6
Profit before tax
23,761
18,118
Tax expense
6
(5,528)
(4,219)
Profit for the year attributable to equity holders of the parent company
18,233
13,899
Other comprehensive income:
Item that will or may be reclassified to profit or loss:
Exchange gain on translation of foreign subsidiary
11
72
Total comprehensive income attributable to equity holders of the parent company, net of tax
18,244
13,971
Basic earnings per share (pence)
26
23.47
18.05
Diluted earnings per share (pence)
26
23.34
17.98
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2024
The notes on pages 61 to 88 form part of these financial statements.
56
57
Annual Report 2024
Financial Statements
Consolidated Statement of Financial Position
As at 31 December 2024
As at 31 December
2024
2023
Note
£’000
£’000
Non-current assets
Goodwill
8
7,274
7,274
Intangibles
9
90
93
Property, plant, and equipment
10
2,527
1,245
Right-of-use assets
11
4,073
5,280
Deferred tax assets
17
568
592
Total non-current assets
14,532
14,484
Current assets
Inventories
12
31,192
27,963
Trade and other receivables
13
16,336
13,529
Corporation tax recoverable
273
–
Cash and cash equivalents
14
21,887
9,053
Derivative financial instruments
23
1,340
–
Total current assets
71,028
50,545
Total assets
85,560
65,029
Current liabilities
Trade and other payables
15
(7,630)
(9,576)
Lease liabilities
16
(1,326)
(1,259)
Corporation tax liability
–
(2,501)
Derivative financial instruments
23
–
(518)
Total current liabilities
(8,956)
(13,854)
Non-current liabilities
Lease liabilities
16
(2,919)
(4,190)
Deferred tax liabilities
17
(391)
(180)
Total non-current liabilities
(3,310)
(4,370)
Total liabilities
(12,266)
(18,224)
NET ASSETS
73,294
46,805
The notes on pages 61 to 88 form part of these financial statements.
358
Warpaint London PLC
As at 31 December
2024
2023
Note
£’000
£’000
Equities
Share capital
19
20,171
19,314
Share premium
34,114
19,726
Merger reserve
(16,100)
(16,100)
Foreign exchange reserve
33
22
Share option reserves
21
652
594
Retained earnings
34,424
23,249
TOTAL EQUITY
73,294
46,805
The financial statements of Warpaint London plc were approved and authorised for issue by the Board of Directors and were signed on its behalf by:
Neil Rodol
Chief Financial Officer
28 April 2025
Consolidated Statement of Financial Position (continued)
As at 31 December 2024
The notes on pages 61 to 88 form part of these financial statements.
59
Annual Report 2024
Financial Statements
Consolidated Statement of Changes in Equity
for the year ended 31 December 2024
Foreign
Share
Retained
Share Capital
Share Premium
Merger Reserve
exchange reserve
option reserve
Earnings
Total Equity
£’000
£’000
£’000
£’000
£’000
£’000
£’000
As at 31 December 2022
19,188
19,360
(16,100)
(50)
2,003
13,378
37,779
Comprehensive Income for the year
Profit for the year
–
–
–
–
–
13,899
13,899
Other comprehensive income:
Exchange gain arising on translation of
foreign subsidiaries
–
–
–
72
–
–
72
Total comprehensive income for the
year
–
–
–
72
–
13,899
13,971
Contributions by and distributions to
owners
Equity shares issued (note 19)
126
366
–
–
–
–
492
Transfer to retained earnings for
exercised share options
–
–
–
–
(130)
130
–
Transfer to retained earnings for
expired and lapsed share options
–
–
–
–
(1,627)
1,627
–
Deferred tax movement
–
–
–
–
214
–
214
Share based payment charge
–
–
–
–
134
–
134
Dividends paid
–
–
–
–
–
(5,785)
(5,785)
Total contributions by and distributions
to owners
126
366
–
–
(1,409)
(4,028)
(4,945)
As at 31 December 2023
19,314
19,726
(16,100)
22
594
23,249
46,805
Comprehensive Income for the year
Profit for the year
–
–
–
–
–
18,233
18,233
Other comprehensive income:
Exchange gain arising on translation of
foreign subsidiaries
–
–
–
11
–
–
11
Total comprehensive income for the year
–
–
–
11
–
18,233
18,244
Contributions by and distributions to
owners
Equity shares issued (note 19)
857
14,835
–
–
–
–
15,692
Share issue costs (note 19)
–
(447)
–
–
–
–
(447)
Transfer to retained earnings for
exercised share options
–
–
–
–
(321)
321
–
Deferred tax movement
–
–
–
–
30
–
30
Share based payment charge
–
–
–
–
349
–
349
Dividends paid
–
–
–
–
–
(7,379)
(7,379)
Total contributions by and distributions
to owners
857
14,388
–
–
58
(7,058)
8,245)
As at 31 December 2024
20,171
34,114
(16,100)
33
652
34,424
73,294
The notes on pages 61 to 88 form part of these financial statements
360
Warpaint London PLC
Consolidated Statement of Cash Flows
for the year ended 31 December 2024
Year ended 31 December
2024
2023
Note
£’000
£’000
Operating activities
Profit before tax
23,761
18,118
Non-cash items:
Finance expense
5
341
369
Finance income
5
(116)
(6)
Amortisation of intangible assets
9
26
187
Depreciation of property, plant, and equipment
10
934
662
Depreciation on right of use assets
11
1,273
1,111
Loss on disposal of property, plant, and equipment
10
9
40
Share based payments
21
349
134
Movement in deferred tax assets
24
(51)
Fair value gain on derivative financial instruments
(1,858)
(74)
Foreign exchange translation differences
45
(7)
Other adjustments:
Acquisition related costs
418
–
Working capital adjustments:
Increase in trade and other receivables
(2,807)
(1,836)
Increase in inventories
12
(3,229)
(9,248)
(Decrease)/Increase in trade and other payables
(1,943)
3,588
Cash generated from operations
17,227
12,987
Tax paid
(8,070)
(2,569)
Net cash flows from operating activities
9,157
10,418
Investing activities
Acquisition related costs
(418)
–
Purchase of intangible assets
9
(23)
(3)
Purchase of property, plant, and equipment
10
(2,237)
(515)
Proceeds from sales of Property Plant & Equipment
12
–
Interest received
116
–
Net cash used in investing activities
(2,550)
(518)
Financing activities
Loans received from Directors
14,000
–
Loans repaid to Directors
(14,000)
–
Lease payments
16
(1,270)
(1,144)
Proceeds from issued share capital
15,245
492
Lease liability interest
5
(206)
(230)
Interest paid
5
(135)
(139)
Interest received
5
–
6
Dividends
18
(7,379)
(5,785)
Net cash from / (used in) financing activities
6,255
(6,800)
Net increase in cash and cash equivalents
12,862
3,100
Cash and cash equivalents at beginning of period
9,053
5,865
Exchange(loss) gain on cash and cash equivalents
(28)
88
Cash and cash equivalents at end of period
14
21,887
9,053
Cash and cash equivalents consist of:
Cash and cash equivalents¹
14
21,887
9,053
21,887
9,053
Note 1: Cash and cash equivalents include restricted cash of £14,021,000 (see Note 14) which was held in an escrow account at 31 December 2024. The funds
were released in February 2025 and utilised in the acquisition of Brand Architekts Group PLC. Further details of this acquisition are provided in Note 28.
The notes on pages 61 to 88 form part of these financial statements.
61
Annual Report 2024
Financial Statements
Notes to the Consolidated Financial Statements
as at ended 31 December 2024
1.
Material accounting policies
Basis of preparation
The financial statements of Warpaint London PLC (the “Company” or
“Warpaint”) and its subsidiaries (together the “Group”) for the year ended
31 December 2024 were authorised for issue by the board of directors on
28 April 2025.
Warpaint London PLC is a public limited Company incorporated and
registered in England and Wales. Its registered office is Units B&C,
Orbital Forty-Six, The Ridgeway Trading Estate, Iver, Buckinghamshire,
SL0 9HW.
The Group’s financial statements have been prepared in accordance with
UK adopted international accounting standards and in conformity with
the requirements of the Companies Act.
The financial statements are presented in pounds sterling and are
rounded to the nearest thousand (£’000) except where otherwise indicated
foreign operations are included in accordance with policies set out in the
Foreign Currencies accounting policy.
The annual financial statements have been prepared on the historical
cost basis, except for certain financial assets and liabilities which are
carried at fair value.
The preparation of financial statements in accordance with UK adopted
international accounting standards requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reported period. Although these estimates are
based on management’s best knowledge of current events and actions,
actual results ultimately may differ from those estimates. The principal
accounting policies adopted are set out below.
Basis of consolidation
Where the company has control over an investee, it is classified as a
subsidiary. The company controls an investee if all three of the following
elements are present: power over the investee, exposure to variable
returns from the investee, and the ability of the investor to use its power
to affect those variable returns. Control is reassessed whenever facts
and circumstances indicate that there may be a change in any of these
elements of control.
The consolidated financial statements present the results of the company
and its subsidiaries as if they formed a single entity. Intercompany
transactions and balances between group companies are therefore
eliminated in full. All subsidiaries have a reporting date of December.
The consolidated financial statements incorporate the results of business
combinations using the acquisition method. In the statement of financial
position, the acquiree’s identifiable assets, liabilities and contingent
liabilities are initially recognised at their fair values at the acquisition
date. The results of acquired operations are included in the consolidated
statement of comprehensive income from the date on which control is
obtained. They are deconsolidated from the date on which control ceases.
On consolidation, the results of overseas operations are translated
into pounds sterling at rates approximating to those ruling when the
transactions took place. All assets and liabilities of overseas operations,
including goodwill arising on the acquisition of those operations, are
translated at the rate ruling at the reporting date. Exchange differences
arising on translating the opening net assets at opening rate and the
results of overseas operations at actual rate are recognised in other
comprehensive income and accumulated in the foreign exchange reserve.
Exchange differences recognised profit or loss in Group entities’ separate
financial statements on the translation of long-term monetary items
forming part of the Group’s net investment in the overseas operation
concerned are reclassified to other comprehensive income and
accumulated in the foreign exchange reserve on consolidation.
On disposal of a foreign operation, the cumulative exchange differences
recognised in the foreign exchange reserve relating to that operation up
to the date of disposal are transferred to the consolidated statement of
comprehensive income as part of the profit or loss on disposal.
Going concern
The Directors have concluded that it is reasonable to adopt a going
concern basis in preparing the financial statements. This is based on a
reasonable expectation that the Group has adequate resources to continue
in operational existence for at least twelve months from the date of signing
of these accounts. The Group made a statutory profit of £18.2 million in the
year to 31 December 2024 (2023: £13.9 million) and had net current assets
of £62.1 million at 31 December 2024 (2023: £36.7 million).
The Group occasionally makes use in its Retra Holdings Limited (“Retra”)
subsidiary of a £6.0 million bank facility that can be used for confidential
invoice discounting, and a £3.5 million bank facility that can be used for
stock finance, which is used if needed during the peak gift buying season.
These facilities are ongoing without a fixed term. In addition, the Group has
a £5.0 million reducing to £1.0 million from 1 May 2025 (2023: £5.0 million)
general purpose bank facility in its Warpaint Cosmetics (2014) Limited
(“Warpaint Cosmetics”) subsidiary. This facility will renew annually and
was put in place to support the continued growth of the business. As at the
yearend £nil of the bank facilities were utilised and the Directors expect
that in 2025 the facilities will only be used to modest levels well within the
facility limits, to support the day to day working capital of the business.
At the 8 April 2025 the company had cash of £17.3 million (2 April 2024:
£7.5 million), no debt and had used £nil of its bank facilities (31 March 2023:
No debt and £nil bank facilities were used).
The Directors have prepared forecasts covering the period to December
2026, built from the detailed Board-approved budget for 2025. The
forecasts include a number of assumptions in relation to varying levels
of sales revenue. Whilst the Group’s trading and cash flow forecasts
have been prepared using current trading assumptions, the operating
environment presents a number of challenges which could negatively
impact the actual performance achieved. These challenges include, but
are not limited to, achieving forecast levels of sales and order intake,
the impact on customer confidence as a result of general economic
conditions, achieving forecast margin improvements, supply side price
inflation, increases in freight costs, and the director’s ability to implement
cost saving initiatives in areas of discretionary spend where required.
61
362
Warpaint London PLC
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
1.
Material accounting policies (continued)
The Group’s cash flow forecasts and projections, taking account of
reasonable and possible changes in trading performance, offset by
mitigating actions within the control of management including reductions
in areas of discretionary spend, show that the Group will be able to
operate comfortably through to the end of December 2026, and in Retra
and Warpaint Cosmetics within the level of their own bank facility.
In preparing this analysis, a number of scenarios were modelled. The
scenarios modelled were all based on varying levels of sales revenue,
including one that assumes no growth for 2025 and 2026 as a reasonable
downside scenario, and more extreme falls in revenue of up to 30% in
both years as a worst-case scenario. In each scenario, mitigating actions
within the control of management have been modelled. In addition,
management have considered the changing US tariffs made in recent
months, even though sales into the US are a small part of the business
(Sales 2024: £8.7 million, 2023: £7.3 million). Management calculated that
the changes in tariff made an immaterial impact on the business and the
carrying value of the goodwill in its US entity. Under each of the scenarios
modelled, the Group has sufficient cash to meet its liabilities as they fall
due and consequently, the directors believe that the Group has sufficient
financial strength to withstand the possible disruption to its activities.
Based on the above indications the directors believe that it remains
appropriate to prepare the financial statements on a going concern basis.
Revenue Recognition
Performance obligations and timing of revenue recognition
The Group’s revenue is derived from selling goods with revenue
recognised at a point in time when control of the goods has transferred
to the customer. This is generally when the goods are delivered to the
customer. However, for export sales, control might also be transferred
when delivered either to the port of departure or port of arrival,
depending on the specific terms of the contract with a customer. There
is limited judgement needed in identifying the point control passes: once
physical delivery of the products to the agreed location has occurred,
the group no longer has physical possession, usually will have a present
right to payment (as a single payment on delivery) and retains none of the
significant risks and rewards of the goods in question.
UK sales are recognised and invoiced to the customer once the goods
have been delivered to the customer. Overseas sales are recognised
and invoiced to the customer once the goods have been delivered to
the customer or collected by the customer from the Group’s warehouse
according to the terms of sale. Online sales are recognised and invoiced
to the customer once the goods have been delivered to the customer.
Under IFRS 15, volume rebates and early settlement discounts represent
variable consideration and is estimated and recognised as a reduction
to revenue as performance obligations are satisfied. Management
recognises revenue based on the amount of estimated rebate and
discounts to the extent that revenue is highly probably of not reversing.
Management monitors this estimate at each reporting date and adjusts
it as necessary.
Determining the transaction price
Most of the group’s revenue is derived from fixed price contracts and
therefore the amount of revenue to be earned from each contract is
determined by reference to those fixed prices. Exceptions are as follows:
• Some contracts provide customers with a limited right of return. These
relate predominantly, but not exclusively, to online sales direct to
consumers and sales made to certain large retailers. Historical
experience enables the group to estimate reliably the value of goods
that will be returned and restrict the amount of revenue that is
recognised such that it is highly probable that there will not be a
reversal of previously recognised revenue when goods are returned.
• Variable consideration relating to volume rebates has been considered
in estimating revenue in order that it is highly probable that there will
not be a future reversal in the amount of revenue recognised when the
amount of volume rebates has been determined.
Allocating amounts to performance obligations
For most contracts, there is a fixed unit price for each product sold, with
reductions given for bulk orders placed at a specific time. Therefore,
there is no judgement involved in allocating the contract price to each
unit ordered in such contracts (it is the total contract price divided by
the number of units ordered). Where a customer orders more than
one product line, the Group is able to determine the split of the total
contract price between each product line by reference to each product’s
standalone selling prices (all product lines are capable of being, and are,
sold separately).
Practical Exemptions
The group has taken advantage of the practical exemptions:
• not to account for significant financing components where the time
difference between receiving consideration and transferring control of
goods (or services) to its customer is one year or less; and
• expense the incremental costs of obtaining a contract when the
amortisation period of the asset otherwise recognised would have
been one year or less.
Alternative Performance Measures
Alternative performance measures (APM’s) are used by the Board to
assess the Group’s performance and are applied consistently from one
period to the next. They therefore provide additional useful information
for shareholders on the underlying performance and position of the
Group. Additionally, adjusted profit from operations is used to determine
adjusted EPS which is used in some instances for the Company’s share
option schemes. These measures are not defined by IFRS and are not
intended to be a substitute for IFRS measures.
Adjusted numbers are closer to the underlying cash flow performance
from recurring operations of the business, which is regularly monitored
and measured by management.
Underlying results are used in the day-to-day management of the Group.
They represent statutory measures adjusted for items which could
distort the understanding of performance and comparability year on
year. Non-underlying items include the amortisation of intangible assets,
acquisition related costs in respect of the acquisition of Brand Architekts
Group Plc (see note 25) and share-based payments.
Non-underlying items are considered my management to be non – cash
items such which are included as part of the consolidation process such
as amortisation of intangible assets other non – cash items and one-off
expenditure which management consider will distort the performance
measures being monitored.
62
63
Annual Report 2024
Financial Statements
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
1.
Material accounting policies (continued)
The table below discloses the performance measured monitored by the Company.
Year ended
31 Dec 2024
Year ended
31 Dec 2023
Statutory profit from operations
£24.00m
£18.48m
Depreciation
£0.93m
£0.66m
Depreciation of right of use assets
£1.27m
£1.11m
Amortisation of intangible assets
£0.03m
£0.19m
Foreign exchange gain/loss
£ (2.0) m
£0.43m
EBITDA
£24.23m
£20.87m
Acquisition related expenses
£0.42m
–
Share based payments
£0.35m
£0.13m
Adjusted EBITDA
£24.99m
£21.00m
Statutory profit from operations
£24.00m
£18.48m
Acquisition related expenses
£0.42m
-
Amortisation of intangible assets
£0.03m
£0.19m
Share based payments
£0.35m
£0.13m
Adjusted profit from operations
£24.80m
£18.80m
Adjusted profit margin from operations
£24.80m /
£101.61m =
24.4%
£18.80m /
£89.59m =
21.0%
Statutory PBT
£23.76m
£18.12m
Acquisition related expenses
£0.42m
–
Amortisation of intangible assets
£0.03m
£0.19m
Share based payments
£0.35m
£0.13m
Adjusted PBT
£24.56m
£18.44m
Statutory profit attributable to equity holders
£18.23m
£13.90m
Acquisition related expenses
£0.42m
–
Amortisation of intangible assets
£0.03m
£0.19m
Share based payments
£0.35m
£0.13m
Tax attributable to adjusting items
£(0.18) m
£(0.08) m
Adjusted profit attributable to equity holders
£18.85m
£14.14m
Weighted number of ordinary shares
77,691,505
76,983,311
Adjusted EPS
24.26p
18.37p
364
Warpaint London PLC
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
1.
Material accounting policies (continued)
Intangible assets
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination and recognised
separately from goodwill are initially recognised at their fair value at
the acquisition date (which is regarded as their cost). Subsequent to
initial recognition, intangible assets acquired in a business combination
are reported at cost less accumulated amortisation and accumulated
impairment losses, on the same basis as intangible assets that are
acquired separately. Amortisation is provided on customer lists and
brands so as to write off the carrying value over the expected useful
economic life of five years. Other details of the acquisition are detailed
in note 9.
Goodwill
Goodwill represents the excess of the cost of a business combination
over the Group’s interest in the fair value of identifiable assets, liabilities
and contingent liabilities acquired.
Cost comprises the fair value of assets given, liabilities assumed, and
equity instruments issued, plus the amount of any non-controlling
interests in the acquiree. Contingent consideration is included in cost at
its acquisition date fair value and, in the case of contingent consideration
classified as a financial liability, remeasured subsequently through profit
or loss.
Goodwill is considered to have an indefinite useful economic life and is
capitalised as an intangible asset with any impairment in carrying value
being charged to the consolidated statement of comprehensive income.
Where the fair value of identifiable assets, liabilities and contingent
liabilities exceed the fair value of consideration paid, the excess is
credited in full to the consolidated statement of comprehensive income
on the acquisition date.
Impairment of non-financial assets (excluding inventories and
deferred tax assets)
Impairment tests on goodwill and other intangible assets with indefinite
useful economic lives are undertaken annually at the financial year end.
Other non-financial assets are subject to impairment tests whenever
events or changes in circumstances indicate that their carrying amount
may not be recoverable.
Where the carrying value of an asset exceeds its recoverable amount (i.e.
the higher of value in use and fair value less costs to sell), the asset
is written down accordingly. Where it is not possible to estimate the
recoverable amount of an individual asset, the impairment test is carried
out on the smallest group of assets to which it belongs for which there
are separately identifiable cash flows; its cash generating units (‘CGUs’).
Goodwill is allocated on initial recognition to each of the Group’s CGUs
that are expected to benefit from a business combination that gives
rise to the goodwill. Impairment charges are included in profit or loss,
except to the extent they reverse gains previously recognised in other
comprehensive income. An impairment loss recognised for goodwill is
not reversed.
Derecognition of intangible assets
An intangible asset is derecognised on disposal, or when no future
economic benefits are expected from use or disposal. Gains or losses
arising from derecognition of an intangible asset, measured as the
difference between the net disposal proceeds and the carrying amount of
the asset, are recognised in profit or loss when the asset is derecognised.
Property, plant and equipment
Items of property, plant and equipment are initially recognised at cost.
As well as the purchase price, cost includes directly attributable costs.
Depreciation is provided on all items of property, plant and equipment
so as to write off their carrying value over the expected useful economic
lives. It is provided at the following rates:
Plant and machinery
-
25% reducing balance or 20%
straight line
Fixtures and fittings
-
25% reducing balance or 20%
straight line or 33.3% straight
Line.
Computer equipment
-
25%
reducing
balance
or
33.33% straight line
Motor vehicles
-
20% straight line
Financial assets
The Group classifies its financial assets into one of the categories
discussed below, depending on the purpose for which the asset was
acquired. Other than financial assets in a qualifying hedging relationship,
the Group’s accounting policy for each category is as follows:
Fair value through profit or loss
This category comprises in-the-money derivatives and out-of-money
derivatives where the time value offsets the negative intrinsic value (see
“Financial liabilities” section for out-of-money derivatives classified as
liabilities). They are carried in the statement of financial position at fair
value with changes in fair value recognised in the consolidated statement
of comprehensive income in the finance income or expense line. Other
than derivative financial instruments which are not designated as
hedging instruments, the Group does not have any assets held for trading
nor does it voluntarily classify any financial assets as being at fair value
through profit or loss.
Amortised cost
These assets arise principally from the provision of goods and services
to customers (e.g. trade receivables) but also incorporate other types
of financial assets where the objective is to hold these assets in order
to collect contractual cash flows and the contractual cash flows are
solely payments of principal and interest. They are initially recognised
at fair value plus transaction costs that are directly attributable to their
acquisition or issue and are subsequently carried at amortised cost using
the effective interest rate method, less provision for impairment.
64
65
Annual Report 2024
Financial Statements
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
1.
Material accounting policies (continued)
Impairment requirements use an ‘expected credit loss’ (‘ECL’) model to
recognise an allowance. Impairment is measured using a 12- month ECL
method unless the credit risk on a financial instrument has increased
significantly since initial recognition in which case the lifetime ECL method
is adopted. For receivables, a simplified approach to measuring expected
credit losses using a lifetime expected loss allowance is available and
has been adopted by the Group. During this process the probability of
the non-payment of the trade receivables is assessed. This probability is
then multiplied by the amount of the expected loss arising from default to
determine the lifetime expected credit loss for the trade receivables. For
trade receivables, which are reported net, such provisions are recorded
in a separate provision account with the loss being recognised within
administrative expenses in the consolidated statement of comprehensive
income. On confirmation that the trade receivable will not be collectable,
the gross carrying value of the asset is written off against the associated
provision.
The Group’s financial assets measured at amortised cost comprise trade
and other receivables, and cash and cash equivalents in the consolidated
statement of financial position.
Cash and cash equivalents include cash in hand, deposits held at call
with banks and restricted cash held under escrow (see note 14). For
the purpose of the statement of cash flows – bank overdrafts. Bank
overdrafts are shown within loans and borrowings in current liabilities on
the consolidated statement of financial position.
Financial liabilities
The Group classifies its financial liabilities into one of two categories,
depending on the purpose for which the liability was acquired. The
Group’s accounting policy for each category is as follows:
Fair value through profit or loss
This category comprises out-of-the-money derivatives where the time
value does not offset the negative intrinsic value (see “Financial assets”
for in-the-money derivatives and out-of-money derivatives where the
time value offsets the negative intrinsic value). They are carried in the
consolidated statement of financial position at fair value with changes
in fair value recognised in the consolidated statement of comprehensive
income. The Group does not hold or issue derivative instruments for
speculative purposes, but for hedging purposes. Other than these
derivative financial instruments, the Group does not have any liabilities
held for trading nor has it designated any financial liabilities as being at
fair value through profit or loss.
Other financial liabilities
Other financial liabilities include the following items:
• Trade payables, other borrowings and other short-term monetary
liabilities, which are initially recognised at fair value and subsequently
carried at amortised cost using the effective interest method.
Derivative financial instruments
The Group enters into a variety of derivative financial instruments to
manage its exposure to foreign exchange rate risk, through the use of
foreign exchange rate forward contracts.
Derivatives are initially recognised at fair value at the date the derivative
contracts are entered into and are subsequently re-measured to their
fair value at the end of each reporting period. The resulting gain or
loss is recognised in profit or loss immediately unless the derivative is
designated and effective as a hedging instrument, in which event the
timing of the recognition in profit or loss depends on the nature of the
hedge relationship.
Foreign currencies
Transactions entered into by Group entities in a currency other than the
currency of the primary economic environment in which they operate
(their “functional currency”) are recorded at the rates ruling when the
transactions occur. Foreign currency monetary assets and liabilities are
translated at the rates ruling at the reporting date. Exchange differences
arising on the retranslation of unsettled monetary assets and liabilities
are recognised immediately in profit or loss.
For the purpose of presenting consolidated financial statements, the
assets and liabilities of the group’s foreign operations are translated at
exchange rates prevailing on the reporting date. Income and expense
items are translated at the average exchange rates for the period, unless
exchange rates fluctuate significantly during that period, in which case
the exchange rates at the date of transactions are used. Exchange
differences arising, if any, are recognised in other comprehensive income
and accumulated in a foreign exchange translation reserve.
Leases
All leases are accounted for by recognising a right-of-use asset and a
lease liability except for:
• leases of low value assets; and
• leases with a duration of 12 months or less.
Lease liabilities are measured at the present value of the contractual
payments due to the lessor over the lease term, with the discount rate
determined by reference to the rate inherent in the lease unless (as is
typically the case) this is not readily determinable, in which case the
group’s incremental borrowing rate on commencement of the lease is
used. Variable lease payments are only included in the measurement of
the lease liability if they depend on an index or rate. In such cases, the
initial measurement of the lease liability assumes the variable element
will remain unchanged throughout the lease term. Other variable lease
payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes:
• amounts expected to be payable under any residual value guarantee;
• the exercise price of any purchase option granted in favour of the group
if it is reasonably certain to assess that option; and
• any penalties payable for terminating the lease, if the term of the lease
has been estimated on the basis of termination option being exercised.
366
Warpaint London PLC
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
1.
Material accounting policies (continued)
Right of use assets are initially measured at the amount of the lease
liability, reduced for any lease incentives received, and increased for:
• lease payments made at or before commencement of the lease;
• initial direct costs incurred; and
• the amount of any provision recognised where the group is contractually
required to dismantle, remove or restore the leased asset.
Subsequent to initial measurement lease liabilities increase as a result
of interest charged at a constant rate on the balance outstanding and are
reduced for lease payments made. Right-of-use assets are amortised
on a straight-line basis over the remaining term of the lease or over the
remaining economic life of the asset if, rarely, this is judged to be shorter
than the lease term.
When the group revises its estimate of the term of any lease (because,
for example, it re-assesses the probability of a lessee extension or
termination option being exercised), it adjusts the carrying amount of
the lease liability to reflect the payments to make over the revised term,
which are discounted at a revised discount rate. The carrying value of
lease liabilities is similarly revised when the variable element of future
lease payments dependent on a rate or index is revised. In both cases
an equivalent adjustment is made to the carrying value of the right-of-
use asset, with the revised carrying amount being amortised over the
remaining (revised) lease term.
When the group renegotiates the contractual terms of a lease with the
lessor, the accounting depends on the nature of the modification:
• if the renegotiation results in one or more additional assets being
leased for an amount commensurate with the standalone price for the
additional rights-of-use obtained, the modification is accounted for as
a separate lease in accordance with the above policy;
• in all other cases where the renegotiated increases the scope of the
lease (whether that is an extension to the lease term, or one or more
additional assets being leased), the lease liability is remeasured using
the discount rate applicable on the modification date, with the right-of-
use asset being adjusted by the same amount ; and
• if the renegotiation results in a decrease in the scope of the lease, both
the carrying amount of the lease liability and right-of-use asset are
reduced by the same proportion to reflect the partial of full termination
of the lease with any difference recognised in profit or loss. The lease
liability is then further adjusted to ensure its carrying amount reflects
the amount of the renegotiated payments over the renegotiated term,
with the modified lease payments discounted at the rate applicable on
the modification date. The right-of-use asset is adjusted by the same
amount.
For contracts that both convey a right to the group to use an identified
asset and require services to be provided to the group by the lessor, the
group has elected to account for the entire contract as a lease, i.e. it
does allocate any amount of the contractual payments to, and account
separately for, any services provided by the supplier as part of the
contract.
Nature of leasing activities (in the capacity as lessee)
The group leases a number of properties in the jurisdictions from which
it operates with a fixed periodic rent over the lease term. The group has
a total of 7 property leases.
The Group depreciates the right-of-use assets on a straight-line basis
from the lease commencement date to the earlier of the end of the useful
life of the right-of-use asset or the end of the lease term.
The Group also assesses the right-of-use asset for impairment when
such indicators exist.
The right-of-use assets are included in a separate line within non-
current assets on the Consolidated Balance Sheet.
Taxation
Income tax expense represents the sum of the tax currently payable and
deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from ‘profit before tax’ as reported in the consolidated
statement of comprehensive income and other comprehensive income
because of items of income or expense that are taxable or deductible in
other years and items that are never taxable or deductible.
The Group’s current tax is calculated using tax rates that have been
enacted or substantively enacted by the end of the reporting period.
Deferred taxation
A deferred tax liability shall be recognised for all taxable temporary
differences, except to the extent that the deferred tax liability arises from:
• the initial recognition of goodwill;
• the initial recognition of an asset or liability in a transaction which is
not a business combination and at the time of the transaction affects
neither accounting or taxable profit at the time of the transaction, does
not give rise to equal taxable and deductible temporary differences;
and
• investments in subsidiaries and jointly controlled entities where the
Group is able to control the timing of the reversal of the difference and
it is probable that the difference will not reverse in the foreseeable
future.
Recognition of deferred tax assets is restricted to those instances where
it is probable that taxable profit will be available against which the
difference can be utilised.
The amount of the asset or liability is determined using tax rates that have
been enacted or substantively enacted by the end of the reporting period
and are expected to apply when the deferred tax liabilities or assets are
settled or recovered. Deferred tax balances are not discounted.
67
Annual Report 2024
Financial Statements
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
1.
Material accounting policies (continued)
Deferred tax assets and liabilities are offset when the Group has a legally
enforceable right to offset current tax assets and liabilities and the
deferred tax assets and liabilities relate to taxes levied by the same tax
authority on either:
• the same taxable group company; or
• different company entities which intend either to settle current tax
assets and liabilities on a net basis, or to realise the assets and settle
the liabilities simultaneously, in each future period in which significant
amounts of deferred tax assets and liabilities are expected to be settled
or recovered.
Inventories
Inventories are initially recognised at cost, and subsequently at the lower
of the cost and net realisable value. Cost comprises all costs of purchase,
costs of conversion and other costs incurred in bringing the inventories to
their present location and condition. Costs are calculated using the FIFO
(first in, first out) method. Provision is made for obsolete, slow-moving or
defective items where appropriate.
Operating segments
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker. The
chief operating decision maker has been identified as the management
team including the Chief Executive Officers, Managing Director and the
Chief Financial Officer.
The Board considers that the Group’s project activity constitutes the two
operating and two reporting segments presented in Note 2, as defined
under IFRS 8. Management reviews the performance of the Group by
reference to total results against budget.
The total profit measures are operating profit and profit for the year, both
disclosed on the face of the combined income statement. No differences
exist between the basis of preparation of the performance measures
used by management and the figures in the Group financial information.
Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders of the parent by the weighted average number
of ordinary shares outstanding during the year, excluding treasury shares
and shares in employee benefit trusts, determined in accordance with
the provisions of IAS 33 earnings per Share. Diluted earnings per share
is calculated by dividing earnings attributable to ordinary shareholders
of the parent by the weighted average number of ordinary shares
outstanding during the year adjusted for the potentially dilutive ordinary
shares.
Share Capital
The Group’s ordinary shares are classified as equity instruments. Costs
specifically relating to the issue of shares are offset against any share
premium arising on the issue of those shares. Any share issue costs in
excess of share premium are expensed to the consolidated statement of
comprehensive income.
Share-based payments
Where equity settled share options are awarded to employees, the fair
value of the options at the date of grant is charged to the consolidated
statement of comprehensive income over the vesting period. Non-market
vesting conditions are considered by adjusting the number of equity
instruments expected to vest at each reporting date so that, ultimately,
the cumulative amount recognised over the vesting period is based on
the number of options that eventually vest. Non-vesting conditions and
market vesting conditions are factored into the fair value of the options
granted. As long as all other vesting conditions are satisfied, a charge is
made irrespective of whether the market vesting conditions are satisfied.
The cumulative expense is not adjusted for failure to achieve a market
vesting condition or where a non-vesting condition is not satisfied.
Where the terms and conditions of options are modified before they vest,
the increase in the fair value of the options, measured immediately before
and after the modification, is also charged to the consolidated statement
of comprehensive income over the remaining vesting period.
Where equity instruments are granted to persons other than employees,
the consolidated statement of comprehensive income is charged with the
fair value of goods and services received.
Dividends
Dividends are recognised when they become legally payable. In the case
of interim dividends to equity shareholders, this is when paid to the
shareholders. In the case of final dividends, this is when approved by the
shareholders at the annual general meeting.
Changes in accounting policies
a) New standards, interpretations and amendments adapted from
1 January 2024
The following amendments are effective for the period beginning
1 January 2024:
• Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 17).
• Lease Liability in Sales and Leaseback (Amendments to IFRS 16)
• Classification of Liabilities as Current or Non- Current (Amendments
to IAS 1); and
• Non-current Liabilities with Covenants (Amendments to IAS 1)
These amendments had no effect on the consolidated financial
statements of the Group In the current year the group has applied a
number of new and amended IFRS Accounting Standards issued by the
International accounting Standards Board (“IASB”) and adopted by the
UK, that are effective for the first time for the financial year beginning
1 January 2024 Their adoption has not had any material impact on the
disclosure or on the amounts reported in these financial statements.
368
Warpaint London PLC
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
1.
Material accounting policies (continued)
New standards, interpretations and amendments effective from
1 January 2025 onwards
There are a number of standards, amendments to standards, and
interpretations which have been issued by the IASB that are effective in
future accounting periods that the Group has decided not to adopt early.
Effect annual periods
beginning before or after
IAS 21
The Effects of Changes in Foreign
Exchange Rates
Lack of Exchangeability (Amendment to
IAS 21 The Effects of Changes in Foreign
Exchange Rates)
1 January 2025
IFRS 7
Financial Instruments: Disclosure
Amendments regarding the classification
and measurement of financial
instruments
1 January 2026
IFRS 7
Financial Instruments: Disclosure
Amendments resulting from Annual
Improvements to IFRS Accounting
Standards
1 January 2026
IFRS 7
Financial Instruments
Contracts Referencing Nature-dependent
Electricity
1 January 2026
IFRS 9
Financial Instruments
Amendments regarding the classification
and measurement of financial
instruments
1 January 2026
IFRS 9
Financial Instruments
Amendments resulting from Annual
Improvements to IFRS Accounting
Standards
1 January 2026
IFRS 9
Financial Instruments
Contracts Referencing Nature-dependent
Electricity
1 January 2026
IFRS 18 Presentation and Disclosure of Financial
Statements
Original issue
1 January 2027
IFRS 19 Subsidiaries without Public
Accountability: Disclosures
Original issue
1 January 2027
IFRS 18 Presentation and Disclosures in Financial Statements
IFRS 18 replaces IAS 1, carrying forward many of the requirements
in IAS 1 unchanged and complementing them with new requirements.
IFRS 18 introduces new requirements to:
• present specified categories and defined subtotals in the statement of
profit or loss
• provide disclosures on management-defined performance measures
(MPMs) in the notes to the financial statements
• improve aggregation and disaggregation.
The directors of the company anticipate that the application of these
amendments may have an impact on the group’s consolidated financial
statements in future periods.
The Group is currently assessing the effect of these new accounting
standards and amendments.
The Group does not expect to be eligible to apply IFRS 19.
Critical accounting judgements and key sources of estimation
uncertainty
The Group makes certain estimates and assumptions regarding the
future. Estimates and judgements are continually evaluated based on
historical experience and other factors, including the expectations of
future events that are believed to be reasonable under the circumstances.
In the future, actual experience may differ from these estimates and
assumptions. The estimates and assumptions that have a significant risk
of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed below.
Key sources of estimation uncertainty
a) Inventories
Inventories are initially recognised at cost, and subsequently at the
lower of the cost and net realisable value. There is judgement involved
in assessing the level of inventory provision required in respect of slow-
moving inventory. Inventory is carried at a value of £31.2 million at the
year end.
The Group makes a 50% provision for perishable items of stock that are
greater than two years old. Should the Group increase the provision to
100% of perishable items that are greater than two years old, this would
decrease profit by £0.31 million. The Group does not provide any provision
on its non-perishable goods that are greater than two years old on the
basis that the products have long shelf life. Should the Group increase
the provision to 100% of non-perishable items that are greater than two
years old, this would decrease profit by £0.23 million.
Critical accounting judgements
There are no critical judgements that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities
within the next financial year.
69
Annual Report 2024
Financial Statements
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
2.
Segmental information
For management purposes, the Group is organised into two operating segments; Branded and Close-out. The segment ‘Branded’ relates to the sale
of own branded products whereas ‘Close-out’ relates to the purchase of third-party stock which is then repackaged for sale. These segments are the
basis on which the Group reports internally to the Board. The executive directors Sam Bazini, Eoin Macleod and Neil Rodol together with members
from the Groups senior management teams are the chief operating decision makers of the whole business.
2024
2024
2024
2023
2023
2023
Branded
Close-out
Total
Branded
Close-out
Total
Year ended 31 December
£’000
£’000
£’000
£’000
£’000
£’000
Revenue
99,357
2,250
101,607
87,068
2,522
89,590
Cost of sales
(58,416)
(1,323)
(59,739)
(52,341)
(1,516)
(53,857)
Gross profit
40,941
927
41,868
34,727
1,006
35,733
Administrative expenses
(17,486)
(396)
(17,882)
(16,765)
(487)
(17,252)
Exceptional items
–
–
–
–
–
–
Segment result
23,455
531
23,986
17,962
519
18,481
Reconciliation of segment result to profit
before tax:
Segment result
23,455
531
23,986
17,962
519
18,481
Finance Income
116
–
116
6
–
6
Finance expense
(341)
–
(341)
(369)
–
(369)
Profit before tax
23,230
531
23,761
17,599
519
18,118
Analysis of total revenue by geographical
market:
UK
32,870
2,128
34,998
30,097
2,308
32,405
Europe – Other
10,283
10
10,293
8,213
11
8,224
Europe – Spain
14,623
84
14,707
11,223
82
11,305
Europe – Denmark
29,716
17
29,733
25,499
28
25,527
Rest of World – USA
8,649
11
8,660
7,213
93
7,306
Rest of World – Australia and New Zealand
2,168
–
2,168
3,067
–
3,067
Rest of World – Other
1,048
–
1,048
1,756
–
1,756
Total
99,357
2,250
101,607
87,068
2,522
89,590
During the year ended 31 December 2024, revenues of approximately £27.7 million (2023: £23.2 million) were derived from a single external customer
based in Denmark (27.3%; 2023: 25.9%).
The Directors are not able to attribute the Group’s assets and liabilities by reportable business segment.
Analysis of non-current assets by geographical market:
Year ended 31 December
2024
2024
2024
2023
2023
2023
UK
USA
Total
UK
USA
Total
£’000
£’000
£’000
£’000
£’000
£’000
Goodwill
6,720
554
7,274
6,720
554
7,274
Customer lists
–
–
–
–
–
–
Brand
–
3
3
–
3
3
Patents
60
–
60
83
–
83
Website
27
–
27
7
–
7
Property, plant and equipment
1,986
541
2,527
1,239
6
1,245
Right of use assets
4,023
50
4,073
5,214
66
5,280
12,816
1,148
13,964
13,263
629
13,892
370
Warpaint London PLC
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
2.
Segmental information (continued)
Prior year figures have been amended to exclude deferred tax assets in accordance with IFRS 8.
The Group has disaggregated revenue into the following category:
Year ended 31 December
2024
2023
Sales Type
£’000
£’000
Sales to retailers and distributors
93,199
83,831
E-commerce sales
8,408
6,209
101,607
90,040
3.
Operating profit
Operating profit for the period is stated after (crediting)/charging:
Year ended 31 December
2024
2023
£’000
£’000
Foreign exchange (gain)/loss
(2,004)
433
Depreciation
934
662
Loss on disposal of property, plant and equipment
9
–
Depreciation of right-of-use assets
1,273
1,111
Amortisation of intangible assets
26
187
Acquisition related costs
418
–
Staff costs (note 4)
9,337
8,115
Write off of inventories
45
13
Inventories recognised as an expense (note 12)
50,244
45,900
Acquisition relates expenses relate to legal and financial due diligence costs incurred prior to 31 December 2024 on the acquisition of Brand Architekts
Group PLC. Further details of the acquisition are provided in note 28.
Auditor’s Remuneration
Analysis of auditor’s remuneration is as follows:
Year ended 31 December
2024
2023
£’000
£’000
Fees payable to the Company’s auditor for the audit of the Group’s annual accounts
147
99
Fees payable to the Company’s auditor and its associates for the audit of subsidiary companies
186
142
Total audit fees
333
241
Tax advice
5
16
Total non-audit fees
5
16
71
Annual Report 2024
Financial Statements
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
4.
Staff costs
Year ended 31 December
2024
2023
£’000
£’000
Wages and salaries
8,199
7,130
Social security costs
1,004
863
Pension costs (note 24)
134
122
9,337
8,115
The average monthly number of employees during the period was as follows:
Year ended 31 December
2024
2023
No.
No.
Directors
9
7
Administrative
23
24
Finance
14
12
Warehouse
71
65
Sales
17
14
New Product Development and PR
21
19
155
141
2024
2023
£’000
£’000
Directors’ remuneration, included in staff costs
Salaries
1,616
1,273
Share based payments (note 21)
74
75
Benefits
28
27
Pension contributions
4
2
1,722
1,377
The Directors’ remuneration, included in staff costs includes the remuneration of non – executive directors.
Remuneration of the highest paid director:
2024
2023
£’000
£’000
Directors’ remuneration, included in staff costs
Salaries
450
375
Benefits
15
15
465
390
The highest paid director did not exercise any share options in the year and had no shares receivable under long-term incentive schemes.
The highest paid director is not a member of the company’s money purchase pension scheme.
Number of executive directors to whom retirement benefits are accruing under the money purchase pension scheme was 2 (2023: nil). No non-executive
directors accrued any benefit under the money purchase scheme in the current or prior year.
During the year Directors exercised 250,000 (2023: 105,262) options over ordinary shares of 25p at an exercise price of 122 pence per share (2023: 237.5p)
and sold for 485p (2023: 321.75p).
The Directors of the Group are the only key management personnel.
72
Warpaint London PLC
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
5.
Finance income and finance expenses
Year ended 31 December
2024
2023
£’000
£’000
Finance income
Interest received
116
6
116
6
Finance expenses
Lease liability interest (note 16)
(206)
(230)
Other interest relating to trade finance facilities
(135)
(139)
(341)
(369)
6.
Income tax
Year ended 31 December
2024
2023
£’000
£’000
Current tax expense
Current tax on profits for the period
5,335
4,245
Overprovided tax in respect of prior periods
(72)
–
5,263
4,245
Deferred tax expense
Origination and reversal of temporary differences
265
(26)
Total tax expense
5,528
4,219
The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to
profit for the year before tax as follows:
Year ended 31 December
2024
2023
£’000
£’000
Profit for the period before taxation
23,761
18,118
Expected tax charge based on UK effective corporation tax rate of 25% (2023: 23.5% UK standard rate)
5,940
4,258
Expenses/(Income)/ not deductible/(allowable)
(175)
(6)
Other adjustments
–
(74)
Different tax rates applied in overseas jurisdiction
(68)
18
Differences due to an increase in tax rate
–
23
Reduction of deferred tax on losses utilised
(97)
Overprovided tax in prior years
(72)
–
Total tax expense
5,528
4,219
The standard rate of UK corporation tax is 25% (2023: 25%). The Group’s effective tax rate for the year is 23.27% (2023: 23.29%).
73
Annual Report 2024
Financial Statements
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
7.
Subsidiaries
At the period end, the Group has the following subsidiaries:
Subsidiary name
Nature of business
Place of incorporation
Percentage owned
Warpaint Cosmetics Group Limited
Holding company
England and Wales
100%
Warpaint Cosmetics (2014) Limited*
Wholesaler
England and Wales
100%
Treasured Scents (2014) Limited
Holding company
England and Wales
100%
Treasured Scents Limited*
Non – operating entity
England and Wales
100%
Warpaint Cosmetics Inc.
Holding company
U.S.A.
100%
Retra Holdings Limited
Holding company
England and Wales
100%
Badgequo Limited*
Wholesaler
England and Wales
100%
Retra Own Label Limited*
Non – operating entity
England and Wales
100%
Badgequo Hong Kong Limited*
Supply chain management
Hong Kong
100%
Jinhua Badgequo Cosmetics Trading Co., Ltd*
Wholesaler
People’s Republic of China
100%
Marvin Leeds Marketing Services, Inc.*
Wholesaler
U.S.A.
100%
Warpaint Cosmetics (ROI) Limited
Wholesaler
Republic of Ireland
100%
Beaute Sales EU Limited
Wholesaler
England & Wales
100%
* Indicates indirect interest
All entities detailed above have been in existence for the whole of the reporting period.
The registered office for all UK incorporated subsidiaries is Units B&C, Orbital Forty-Six, The Ridgeway Trading Estate, Iver, Bucks. SL0 9HW, with the
exception of Beaute Sales EU Limited (Units 3 & 4 Zodiac Business Park, High Road, Cowley, UB8 2GU as per CH, as below.
The registered office for Warpaint Cosmetics Inc. is 445 Northern Boulevard – Great Neck, New York 11021.
The registered office for Badgequo Hong Kong Limited is 12F, 3 Lockhart Road, Wanchai, Hong Kong.
The registered office for Jinhua Badgequo Cosmetics Trading Co. Ltd is Room 1401, Gongyuan Building No. 307 South Shuanglong Street, Wucheng
District, Jinhua, Zhejiang, China 321000.
The registered office for Marvin Leeds Marketing Services, Inc. is 34W. 33rd St. – Suite 301, New York NY 10001.
The registered office for Warpaint Cosmetics (ROI) Limited is 6th Floor, South Bank House, Barrow Street, Dublin 4, D04 TR29.
The registered office for Beaute Sales EU Limited is Units 3 & 4 Zodiac Business Park, High Road, Cowley, Uxbridge, UB8 2GU.
8.
Goodwill
£’000
Cost
At 1 January 2023, 31 December 2023 and 31 December 2024
8,086
Impairment
At 1 January 2023, 31 December 2023 and 31 December 2024
812
Net book value
At 31 December 2024
7,274
At 31 December 2023
7,274
Goodwill represents the excess of consideration over the fair value of the Group’s share of the net identifiable assets of the acquired business/CGU at
the date of acquisition. The carrying value as at 31 December 2024 includes Treasured Scents (2014) Limited (“TS2014”) (the Close-out business) of
£513,000, Retra Holdings Limited £6,207,000 and Marvin Leeds Marketing Services, Inc. £554,000.
The assessment of the recoverable amount of goodwill allocated to Retra Holdings Limited, Marvin Leeds Marketing Services, Inc. and Treasured
Scents Limited, was based on fair value less costs of disposals which involved judgements over the assumptions applied.
74
Warpaint London PLC
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
8.
Goodwill (continued)
For each entity, a multiple of 6.9 was applied to the EBITDA for the year ended 31 December 2024. The multiple was selected from external sources of
data applicable to the valuation of private companies, The costs of disposal were based on management’s estimate. As the recoverable amount based
on the fair value less costs of disposal was, in each case, in excess of the carrying value, the value in use was not calculated.
The most sensitive input to the model was the EBITDA multiple applied. For Retra Holdings Limited, a 25% decrease in the EV/EBITDA multiple from
6.9 to 5.2 would reduce the fair value less costs of disposal by approximately £12 million leaving headroom of £30 million above the carrying value. For
Marvin Leeds Marketing Services, Inc., a 25% decrease in the EV/EBITDA multiple from 6.9 to 5.2 would reduce the fair value less costs of disposal by
approximately £1.5 million leaving headroom of £3.9 million above the carrying value. For Treasured Scents Limited, a 25% decrease in the EV/EBITDA
multiple from 6.9 to 5.2 would reduce the fair value less costs of disposal by approximately £1.0 million leaving headroom of £2.3 million above the
carrying value. In each case, a 25% reduction in the EV/EBITDA multiple is considered to be an improbable adjustment when estimating fair value.
None of these scenarios would therefore result in any impairment of the goodwill.
Since the year end tariffs into the US have increased, and currently this is still a developing situation. Management have considered the newly
implemented US tariffs and have calculated that the changes in tariffs will have no material impact on the business, or the carrying value of the
goodwill in its US entity.
In previous years, the value in use was calculated using a discounted cash flow approach to obtain the recoverable amount but this year as the fair
value less costs of disposal calculation gave headroom when compared to the carrying value, hence discounted cash flow approach was not used to
calculate value in use. This is compliant with the requirements under IFRS.
9.
Intangible assets
Brands
Customer lists
Patents
Website
Licences
Total
£’000
£’000
£’000
£’000
£’000
£’000
Cost
At 1 January 2023
3,802
8,241
270
53
6
12,372
Additions
–
–
3
–
–
3
Disposals
–
–
(29)
(4)
–
(33)
At 31 December 2023
3,802
8,241
244
49
6
12,342
Additions
–
–
–
23
–
23
At 31 December 2024
3,802
8,241
244
72
6
12,365
Accumulated amortisation
At 1 January 2023
3,799
8,081
165
44
6
12,095
Charge for the year
–
160
25
2
–
187
Amortisation on disposals
–
–
(29)
(4)
–
(33)
At 31 December 2023
3,799
8,241
161
42
6
12,249
Charge for the year
–
–
24
2
–
26
At 31 December 2024
3,799
8,241
185
44
6
12,275
Net book value
At 31 December 2024
3
–
59
28
–
90
At 31 December 2023
3
–
83
7
–
93
75
Annual Report 2024
Financial Statements
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
10.
Property, plant and equipment
Plant and machinery
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£’000
£’000
£’000
£’000
£’000
Costs
At 1 January 2023
1,291
2,291
471
78
4,131
Additions
146
221
148
–
515
Disposals
–
(749)
–
–
(749)
Foreign exchange (loss)
–
(2)
(1)
–
(3)
At 31 December 2023
1,437
1,761
618
78
3,894
Additions
56
2,089
42
50
2,237
Disposals
–
(155)
(2)
(34)
(191)
Foreign exchange gain
–
1
–
–
1
At 31 December 2024
1,493
3,696
658
94
5,941
Accumulated depreciation
At 1 January 2023
941
1,384
326
48
2,699
Charge for year
108
492
56
6
662
Disposals
–
(709)
–
–
(709)
Foreign exchange gain
–
(2)
(1)
–
(3)
At 31 December 2023
1,049
1,165
381
54
2,649
Charge for year
99
741
83
11
934
Disposals
–
(135)
(1)
(34)
(170)
Foreign exchange loss
–
1
–
–
1
At 31 December 2024
1,148
1,772
463
31
3,414
Net book value
At 31 December 2024
345
1,924
195
63
2,527
At 31 December 2023
388
596
237
24
1,245
11.
Right-of-use assets
Leasehold property
Computer equipment
Total
£’000
£’000
£’000
Costs
At 1 January 2023
8,600
77
8,677
Additions
732
–
732
Disposals
(334)
–
(334)
At 31 December 2023
8,998 77
9,075
Additions
66
–
66
Disposals
(139)
–
(139)
At 31 December 2024
8,925
77
9,002
Accumulated amortisation
At 1 January 2023
2,941
77
3,018
Charge for the year
1,111
–
1,111
Disposals
(334)
–
(334)
At 31 December 2023
3,718
77
3,795
Charge for the year
1,273
–
1,273
Disposals
(139)
–
(139)
At 31 December 2024
4,852
77
4,929
Net Book Value
At 31 December 2024
4,073
–
4,073
At 31 December 2023
5,280
–
5,280
The weighted average incremental borrowing rate applied to measure lease liabilities is 4.16% (2023: 4.10%) for leasehold property.
76
Warpaint London PLC
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
12.
Inventories
As at 31 December
2024
2023
£’000
£’000
Finished goods
31,615
28,341
Provision for impairment
(423)
(378)
31,192
27,963
The cost of inventories recognised as an expense and included in ‘cost of sales’ amounted to £50.2 million in the year ended 31 December 2024 (2023:
£45.9 million).
The cost of inventories recognised as an expense includes a write down of inventory to net realisable value of £45,000 (2023: £13,000 write down).
13.
Trade and other receivables
As at 31 December
2024
2023
£’000
£’000
Trade receivables – gross
13,562
10,997
Provision for impairment of trade receivables
(85)
(129)
Trade receivables – net
13,477
10,868
Other receivables
465
397
Prepayments
2,394
2,264
Total
16,336
13,529
The directors consider that the carrying values of trade and other receivables, excluding prepayments, measured at book value and amortised cost
approximates to their fair value.
The individually impaired receivables relate to the supply of goods to customers. A provision is recognised for amounts not expected to be recovered.
Movements in the accumulated impairment losses on trade receivables were as follows:
As at 31 December
2024
2023
£’000
£’000
Accumulated impairment losses at 1 January
129
70
(Reversal)/additional impairment losses recognised during the year, net
(39)
101
Amounts written off during the year as uncollectible
(5)
(42)
Accumulated impairment losses at 31 December
85
129
The impairment losses recognised during the year are net of a credit of £nil (2023: £nil) relating to the recovery of amounts previously written off as
uncollectable.
14.
Cash and cash equivalents
Cash and cash equivalents include the following for the purposes of the cash flow statement:
As at 31 December
2024
2023
£’000
£’000
Cash at bank and in hand
7,866
9,053
Cash and cash equivalents (restricted)
14,021
–
21,887
9,053
Cash and cash equivalents (restricted) refers to cash held in escrow and could only be used for the acquisition that took place in February 2025 (see
note 28).
77
Annual Report 2024
Financial Statements
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
15.
Trade and other payables
As at 31 December
2024
2023
£’000
£’000
Current
Trade payables
3,119
1,892
Social security and other taxes
1,101
1,355
Other payables
85
86
Accruals
3,325
6,243
Total
7,630
9,576
The directors consider that the carrying values of trade and other payables measured at book value and amortised cost approximates to their fair value.
Accruals comprise goods in transit accruals of £1,353,276 (2023: £3,275,168) while the remaining are accruals for usual business expenses.
16.
Lease liabilities
As at 31 December
2024
2023
£’000
£’000
Lease liabilities
Repayable within 1 year
1,326
1,259
Repayable within 2 – 5 years
2,263
3,227
Repayable in more than 5 years
656
963
4,245
5,449
Undiscounted lease payments
As at 31 December
2024
2023
£’000
£’000
Lease liabilities
Repayable within 1 year
1,476
1,459
Repayable within 2 – 5 years
2,605
3,673
Repayable in more than 5 years
689
1,031
Total
4,770
6,163
Lease liabilities
As at 31 December
Leasehold property
Total
£’000
£’000
As at 1 January 2023
5,862
5,862
Lease additions
731
731
Interest expense
230
230
Lease payments
(1,374)
(1,374)
As at 31 December 2023
5,449
5,449
Lease additions
66
66
Interest expense
206
206
Lease payments
(1,476)
(1,476)
As at 31 December 2024
4,245
4,245
78
Warpaint London PLC
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
16.
Lease liabilities (continued)
Nature of lease liabilities
The Group leases a number of properties in the United Kingdom and United States of America.
The interest rates expected are as follows:
As at 31 December
2024
2023
%
%
Interest rates
6.74¹
7.24¹
Note 1: Base rate + 1.99%
17.
Deferred tax
Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences
can be utilised. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered.
Deferred tax is calculated in full on temporary differences under the liability method using tax rate of 25%.
The movement on the deferred tax account is as shown below:
Deferred tax liability
Deferred tax asset
Year ended 31 December
Year ended 31 December
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Opening balance
(180)
(180)
592
429
Foreign exchange adjustment
–
–
Recognised in profit and loss:
Accelerated capital allowances
(211)
–
–
–
Available losses
–
–
(56)
–
Release of deferred tax on intangible assets
–
(115)
–
Deferred tax on share based payment recognised in the income statement
–
–
2
100
Deferred tax on share-based payments recognised in the share option reserve
–
–
30
214
Tax expense
–
115
–
(74)
Adjustment in respect of previous periods
–
–
–
(77)
Closing balance
(391)
(180)
568
592
The deferred tax liability has arisen due to the temporary difference on accelerated capital allowances amounting to £391,000 (2023: £115,000).
The deferred tax asset has arisen from loss carry forward for LMS amounting to £1,198,923 (2023: £1,451,944) and recognised at a rate of 21%
amounting to £222,000 (2023: £278,000) and from share options amounting to £346,316 (2023: £314,000), of which £244,376 (2023: 214,000) has been
recognised in the share option reserve, in the Statement of Changes in Equity.
18.
Dividends
Total
Year to December 2024
Paid
Amount per share
£’000
Final dividend – 2023
05 July 24
6p
4,658
Interim dividend – 2024
22 Nov 24
3.5p
2,721
7,379
Total
Year to December 2023
Paid
Amount per share
£’000
Final dividend – 2022
04 July 23
4.5p
3,471
Interim dividend – 2023
24 Nov 23
3p
2,314
5,785
The board has proposed a final dividend for the year ended 31 December 2024 of 7.5p per share.
79
Annual Report 2024
Financial Statements
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
19.
Called up share capital
No. of shares
’000
£’000
Allotted and issued
Ordinary shares of £0.25 each:
At 1 January 2023 and 31 December 2023
77,257
19,314
Issued on 9 May 2024
86
21
Issued on 30 May 2024
290
73
Issued on 19 September 2024
110
28
Issued on 9 December 2024
2,941
735
At 31 December 2024
80,684
20,171
On 9 May 2024, the Company issued 85,895 equity shares with par value of £0.25 per share for £2.375 per share. The entire amount was paid in cash.
No shares were allotted other than for cash. £182,527 was recognised in share premium.
On 30 May 2024, the Company issued 290,000 equity shares with par value of £0.25 per share for £1.22 per share. The entire amount was paid in cash.
No shares were allotted other than for cash. £281,300 was recognised in share premium.
On 19 September 2024, the Company issued 110,000 equity shares with par value of £0.25 per share for £1.22 per share. The entire amount was paid
in cash. No shares were allotted other than for cash. £106,700 was recognised in share premium.
On 9 December 2024, the Company issued 2,941,176 equity shares with par value of £0.25 per share for £5.10 per share. The entire amount was paid
in cash. No shares were allotted other than for cash. £14,264,704 was recognised in share premium.
Expenses incurred on the issue of shares amounting to £447,000 were deducted from Share Premium.
All ordinary shares carry equal rights.
20.
Reserves
Share premium
The share premium reserve contains the premium arising on the issue of equity shares, net of issue expenses incurred by the Company.
Retained earnings
Retained earnings represent cumulative profits or losses, net of dividends and other adjustments.
Merger reserve
The merger reserve arose due to the group reconstruction in 2016. The effect of the application of merger accounting principles on the merger reserve
is that the share capital and other distributable reserves that existed in Warpaint Cosmetics Group Limited (the Company) as at the point Warpaint
London PLC legally acquired Warpaint Cosmetics Group Limited is accounted for as if it had been in existence as at 31 December 2015 and as at
1 January 2015. The corresponding entry being the merger reserve so the overall net assets as at the comparative dates are not affected.
Share option reserves
‘Share option reserves’ have arisen from the share-based payment charge. The shares over which the options were issued are that of the parent
company.
Foreign exchange reserves
‘Foreign exchange reserves’ have arisen on translation of foreign subsidiaries.
380
Warpaint London PLC
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
21.
Share-based payments
The Company have granted options under two schemes:
Company Share Option Plan (CSOP)
These options are granted to key persons discharging managerial responsibilities (PDMR’s). The options are exercisable between three and ten years
from the date of grant, with the usual first exercise date being the 3rd anniversary of the date of the grant. There are no performance conditions
attaching to these options.
Company Share Option scheme (unapproved)
Under the Company share option scheme which follows the Enterprise Management Incentive (EMI) scheme rules. The options are exercisable
between three and ten years from the date of grant, with the usual first exercise date being the 3rd anniversary of the date of the grant. In general,
there are no performance conditions attaching to these options except or those issued on 5 December 2024. These Options are exercisable subject
to certain non-market based performance conditions being met, including that the compound annual growth rate in the Company’s Adjusted Basic
earnings per share must exceed 10 per cent. over the three financial years commencing 1 January 2025, subject to the discretion of the Board.
Long term Investment Plan (LTIP)
Share options with an exercise price of 254.50p, equal to the closing mid-market value immediately prior to the date of grant, and subject to the
achievement of demanding Earnings Per Share (“EPS”) and Total Shareholder Return (“TSR”) performance conditions measured over a period of up
to 5 years were granted to certain directors.
All options are equity settled.
CSOP
Movements in the number of options and their weighted average exercise price are as follows:
Weighted average
Weighted average
exercise price (pence)
Number of options
exercise price (pence)
Number of options
2024
2024
2023
2023
Outstanding at the beginning of the year
313.54
675,781
57.50
430,223
Granted during the year
490.00
360,509
325.00
641,191
Exercised
216.7
(46,090)
49.50
(372,633)
Expired and lapsed during the year
–
–
121.67
(23,000)
Outstanding at the end of the year
382.51
990,200
313.54
675,781
The weighted average remaining contractual life of the options is 9.79 years (2023: 10.64 years).
EMI
Weighted average
Weighted average
exercise price (pence)
Number of options
exercise price (pence)
Number of options
2024
2024
2023
2023
Outstanding at the beginning of the year
177.08
839,456
185.16
969,138
Granted during the year
272.07
460,922
–
–
Exercised
143.51
(461,305)
237.50
(128,840)
Expired and lapsed during the year
–
–
237.50
(842)
Outstanding at the end of the year
247.72
839,073
177.08
839,456
The weighted average remaining contractual life of the options is 8.96 years (2023: 7.65 years).
LTIP
Weighted average
Weighted average
exercise price (pence)
Number of options
exercise price (pence)
Number of options
2024
2024
2023
2023
Outstanding at the beginning of the year
–
–
254.50
3,837,462
Expired and lapsed during the year
254.50
(3,837,462)
Outstanding at the end of the year
–
–
–
–
81
Annual Report 2024
Financial Statements
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
21.
Share-based payments (continued)
The following options over ordinary shares have been granted by the Company and remain unexercised at the year end:
Share option
Exercise price
Expiry period
scheme
Pence
(years)
Number of options
29 June 2017
EMI
237.50
10
10,842
20 May 2020
CSOP
49.50
10
10,000
01 March 2022
EMI
127.50
10
200,000
24 November 2023
CSOP
325.00
10
619,691
24 November 2023
EMI
325.00
10
167,309
30 October 2024
CSOP
490.00
10
362,509
30 October 2024
EMI
490,00
10
255,992
05 December 2024
EMI
490.00
10
205,000
At the date of grant, the options were valued using the Black-Scholes option pricing model. The fair value of options granted and the assumptions
used in the calculations were as follows:
05 Dec 24
30 Oct 24
24 Nov 23
01 Mar 22
25 May 21
20 May 20
29 June 17
Expected volatility
42%
41%
40%
54%
78%
76%
64%
Expected life (years)
3
3
3
3
3
3
3
Risk-free interest rate
4.03%
4.06%
4.35%
0.99%
0.15%
0.01%
0.38%
Expected dividend yield
1.75%
1.75%
1.79%
4.94%
1.76%
2.08%
2%
Fair value per option (£)
1.617
1.371
0.918
0.354
0.552
0.213
0.963
On 30 October 2024, the Company granted in aggregate 362,509 ordinary shares of 25 pence each at an exercise price of 490 pence each under a
Company Share Option Plan (CSOP) scheme. The options are exercisable between three and ten years from the date of grant, with the usual first
exercise date being the 3rd anniversary of the date of the grant.
On 30 October 2024, the Company granted in aggregate 255,992 ordinary shares of 25 pence each at an exercise price of 490 pence each under an
unapproved Enterprise Management Incentive (EMI) scheme. The options are exercisable between three and ten years from the date of grant, with the
usual first exercise date being the 3rd anniversary of the date of the grant.
On 05 December 2024, the Company granted in aggregate 205,000 ordinary shares of 25 pence each at an exercise price of 490 pence each under
an unapproved Enterprise Management Incentive (EMI) scheme. The options are exercisable between three and ten years from the date of grant,
with the usual first exercise date being the 3rd anniversary of the date of the grant. The Options are exercisable subject to certain non-market based
performance conditions being met, including that the compound annual growth rate in the Company’s Adjusted Basic earnings per share must exceed
10 per cent. over the three financial years commencing 1 January 2025, subject to the discretion of the Board.
The charge in the statement of comprehensive income for the share-based payments during the year was £348,913 (2023: £134,284).
22.
Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation.
Key management personnel are considered to be the directors. Compensation of the directors is disclosed in note 4 with the exception of dividends
which are disclosed in note 18.
The lease between Warpaint Cosmetics (2014) Limited and Direct Supplies (2014) Group Limited is a 10 year lease which commenced on the 3 August
2016, with annual rental payments of £138,800.
During 2024, Warpaint Cosmetics (2014) Limited paid rent in the sum of £138,800 (2023: £138,800) to Direct Supplies (2014) Group Limited, of which
S Bazini is a director. At the year end the amount due to Direct Supplies (2014) Group Limited was £34,700 (2023: £34,500).
The lease between Warpaint Cosmetics (2014) Limited and Trading Scents Group Limited is a 10 year lease which commenced on the 3 August 2016,
with annual rental payments of £138,800.
During 2024, Warpaint Cosmetics (2014) Limited paid rent in the sum of £138,800 (2023: £138,800) to Trading Scents Group Limited, of which
E Macleod is a director. At the year end the amount due to Trading Scents Group Limited was £34,700 (2023: £34,500).
During the year ended 31 December 2023, Warpaint Cosmetics (2014) Limited entered into two lease agreements, for two additional units with
Warpaint Cosmetics Limited. The agreements relate to two leases to the 2 August 2026, with annual rental payments of £138,000 and £110,250
respectively.
382
Warpaint London PLC
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
22.
Related party transactions (continued)
Warpaint Cosmetics (2014) Limited paid rent in the sum of £248,250 (2023: £303,966) to Warpaint Cosmetics limited, of which S Bazini and E Macleod
are directors. At the year end the amount due to Warpaint Cosmetics Limited was £62,063 (2023: £62,063).
During 2023, Warpaint Cosmetics (2014) Limited also entered into a 10 year lease agreement with Warpaint Cosmetics Limited on the 3 August 2016,
with annual rental payments of £138,800.
During 2024, Warpaint Cosmetics (2014) Limited paid rent in the sum of £138,800 (2023: £138,800) to Warpaint Cosmetics Limited, of which E Macleod
and S Bazini are directors.
During 2024, Retra Holdings Limited paid rent in the sum of £410,107 (2023: £410,107) to Warpaint Cosmetics Limited, of which E Macleod and S Bazini
are directors.
The leases between Retra Holdings Limited and Warpaint Cosmetics Limited are two 10 year leases which commenced on 11th March 2018 with
annual rental payments of £225,000, and £185,107 respectively.
Paul Hagon, an executive director of Warpaint London plc (“Warpaint”), is a member of Ward & Hagon. Ward & Hagon were paid £225,000 fees
(2023: £190,000), £101,504 commission (2023: £116,763) and expenses of £8,487 in 2024 (2023: £9,346) and were issued with 200,000 share options in
2022, details of which are disclosed in note 21.
Financing of the Acquisition of Brand Architekts PLC - Directors’ Loans
The Company completed its purchase of the entire ordinary share capital of Brand Architekts PLC in February 2025 (see note 28). Before raising the
funds through a placing which completed on 9 December 2024, the Company received loans from two of its Directors in order to demonstrate adequate
cash resources prior to the placing of new shares in the Company.
The Directors’ Loans in the year consisted of:
• a loan from Sam Bazini of £8,500,000 to Warpaint London PLC; and
• a loan from Eoin Macleod of £5,500,000 to Warpaint London PLC.
The Directors’ Loans were each on the same terms and interest was payable by the Company on the full amount of each Directors Loan at the Bank
of England’s base rate plus 0.5 percent, until the date on which the relevant loan was repaid in full, there was no fixed term, and no security was
provided by the Company.
The Director’s Loans were made on the 29 November 2024, and repaid in full on the 10 December 2024. There were no amounts outstanding at the
end of the year (2023: £nil).
23.
Financial instruments
Capital risk management
The Board has overall responsibility for the determination of the Group’s risk management objectives and policies. The overall objective of the Board
is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. The Group reports in
Sterling. All funding requirements and financial risks are managed based on policies and procedures adopted by the Board of Directors.
The Group manages its capital to ensure its ability to continue as a going concern and to maintain an optimal capital structure to reduce cost of capital.
The capital structure of the Group comprises equity attributable to equity holders of the Company consisting of invested capital as disclosed in the
Statement of Changes in Equity and cash and cash equivalents.
The Group’s invested capital is made up of share capital, share premium and retained earnings totalling £88,709,000 as at 31 December 2024
(2023: £62,289,000) as shown in the statement of changes in equity.
The Group maintains or adjusts its capital structure through the payment of dividends to shareholders and issue of new shares.
83
Annual Report 2024
Financial Statements
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
23.
Financial instruments (continued)
Year ended 31 December
2024
2023
£’000
£’000
Financial assets
Financial assets at amortised cost:
Trade and other receivables
13,942
11,265
Cash and cash equivalents
21,887
9,053
Financial assets measured at fair value through the profit and loss:
Derivative financial instruments
1,340
–
37,169
20,318
Financial liabilities
Financial liabilities at amortised cost:
Trade and other payables
(6,529)
(8,221)
Lease liabilities
(4,245)
(5,449)
Financial liabilities measured at fair value through the profit and loss:
Derivative financial instruments
–
(518)
(10,774)
(14,188)
Net
26,395
6,130
The comparative has been amended to reclassify cash and cash equivalents to financial assets at amortised cost due to an inaccurate classification
in the prior period.
Financial assets measured at fair value through the profit and loss comprise cash and cash equivalents and derivative financial instruments.
Financial assets measured at amortised cost comprise trade receivables and other receivables, excluding prepayments.
Financial liabilities measured at amortised cost comprise trade payables and other payables, and lease liabilities but exclude social security costs
and other taxes.
Cash and cash equivalents
This comprises cash and short-term deposits held by the Group as well as restricted cash raised in the placing of ordinary shares that took place in
December 2024. The restricted cash was held under escrow and could only be used for the acquisition that took place in February 2025 (see note 28).
The carrying amount of these assets approximates their fair value.
General risk management principles
The Group’s activities expose it to a variety of risks including market risk (interest rate risk), credit risk and liquidity risk. The Group manages these
risks through an effective risk management programme and through this programme, the Board seeks to minimise potential adverse effects on
the Group’s financial performance. The Directors have an overall responsibility for the establishment of the Group’s risk management framework.
A formal risk assessment and management framework for assessing, monitoring and managing the strategic, operational and financial risks of the
Group is in place to ensure appropriate risk management of its operations.
The following represent the key financial risks that the Group faces:
Market risk
The Group’s activities expose it to the financial risk of interest rates.
Interest rate risk
The Group has minimal interest rate exposure as it has no external borrowing.
384
Warpaint London PLC
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
23.
Financial instruments (continued)
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or a counterparty to a financial instrument fails to meet its contractual obligations.
The Group’s principal financial assets are trade and other receivables and bank balances and cash. The credit risk on liquid funds is limited because
the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
The Group’s credit risk is primarily attributable to trade receivables. The Group has a policy of assessing credit worthiness of potential and existing
customers before entering into transactions. There is ongoing credit evaluation on the financial condition of accounts receivable using independent
ratings where available or by assessment of the customer’s credit quality based on its financial position, past experience and other factors. The Group
manages the collection of its receivables through its ongoing contact with customers so as to ensure that any potential issues that could result in
non-payment of the amounts due are addressed as soon as identified. The Group makes a provision in the financial statements for expected credit
losses based on an evaluation of historical data and applies percentages based on the ageing of trade receivables.
The maximum exposure to credit risk in respect of the above is the carrying value of financial assets recorded in the financial statements. As at
31 December 2024, the Group has trade receivables of £13,562,000 (2023: £10,835,000).
The following table provides an analysis of trade receivables that were due, but not impaired, at each financial year end. The Group believes that the
balances are ultimately recoverable based on a review of past impairment history and the current financial status of customers.
As at 31 December
2024
2023
£’000
£’000
Current
7,000
5,680
1 – 30 days
4,560
3,514
31 – 60 days
1,573
980
61 – 90 days
185
547
91 + days
244
276
13,562
10,997
Provision for impairment of trade receivables
(85)
(129)
Total trade receivables – net
13,477
10,868
The Directors are unaware of any factors affecting the recoverability of outstanding balances at 31 December 2024 and, consequently, no further
provisions have been made for bad and doubtful debts.
The allowance for bad debts has been calculated using a 12-month lifetime expected credit loss model, as set out below, in accordance with IFRS 9.
As at 31 December
As at 31 December
2024
2023
£’000
%
£’000
£’000
%
£’000
Current
7,000
0.135%
9
5,680
0.135%
8
1 – 30 days
4,560
0.405%
18
3,514
0.405%
14
31 – 60 days
1,573
1.215%
19
980
1.215%
12
61 – 90 days
185
3.645%
7
547
3.645%
20
91 + days
244
13.115%
32
276
27.174%
75
85
129
Credit quality of financial assets
As at 31 December
2024
2023
Trade receivables, gross (note 13):
£’000
£’000
Receivable from large companies (see below for definition)
6,284
5,190
Receivable from small or medium-sized companies
716
490
Total neither past due nor impaired
7,000
5,680
For the purpose of the Group’s monitoring of credit quality, large companies or groups are those that, based on information available to management
at the point of initially contracting with the entity, have annual turnover in excess of £100,000 (2023: £100,000).
85
Annual Report 2024
Financial Statements
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
23.
Financial instruments (continued)
As at 31 December
2024
2023
Past due but not impaired:
£’000
£’000
Less than 30 days overdue
4,542
3,500
30 – 90 days overdue
1,732
1,495
91+ days
212
201
Total past due but not impaired
6,486
5,196
Lifetime expected loss provision:
Less than 30 days overdue
27
22
30 – 90 days overdue
26
32
91+ days
32
75
Total lifetime expected loss provision (gross)
85
129
Less: Impairment provision
(85)
(129)
Total trade receivables, net of provision for impairment
13,486
10,876
Cash and cash equivalents, neither past due nor impaired:
The Group holds is cash balances with reputable and stable banking institutions such as NatWest. The stability of these counterparties is regularly
reviewed and monitored by the management.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital. It is the risk that the Group will encounter difficulty in meeting its financial
obligations as they fall due. The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become
due. To achieve this aim, it closely monitors its access to bank and other credit facilities in comparison to its outstanding commitments on a regular
basis to ensure that it has sufficient funds to meet the obligations as they fall due. Bank and loan facilities are available within the Group but they were
not utilised during the financial year or after the year end.
The Board receives monthly cash balance updates and weekly sales and margin reports marked against budget. At the start of each year the Board
approve and adopt a budget and cash flow for the next 24 months, the CFO monitors these and reports any material divergences to the Board, so that
management can ensure that sufficient funding is in place as it is required. The budget and cash flow are updated at the end of each year, for the
following 24 months.
The tables below summarise the maturity profile of the combined group’s non-derivative financial liabilities at each financial year end based on
contractual undiscounted payments, including estimated interest payments where applicable:
Less than 6 months
Between 6 months
and 1 year
Between
1 and 5 years
Over 5 years
Total
Year ended 31 December 2024
£’000
£’000
£’000
£’000
£’000
Trade payables
3,119
–
–
–
3,119
Other payables
85
–
–
–
85
Accruals
3,325
–
–
–
3,325
Lease liabilities
738
738
2,605
689
4,770
7,267
738
2,605
689
11,299
Less than 6 months
Between 6 months
and 1 year
Between
1 and 5 years
Over 5 years
Total
Year ended 31 December 2023
£’000
£’000
£’000
£’000
£’000
Trade payables
1,892
–
–
–
1,892
Other payables
86
–
–
–
86
Accruals
6,243
–
–
–
6,243
Lease liabilities
729
730
3,673
1,031
6,163
8,950
730
3,673
1,031
14,384
The borrowings of the subsidiary companies, Retra Holdings Limited and Badgequo Limited, are secured by a debenture including a fixed charge over
the present leasehold property, a first fixed charge over book and other debts and a first floating charge over all assets of those companies.
386
Warpaint London PLC
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
23.
Financial instruments (continued)
Foreign exchange risk
The Group operates in a number of markets across the world and is exposed to foreign exchange risk arising from various currency exposure in
respect of cash and cash equivalents, trade receivables and trade payables, in particular with respect to the US dollar and euro.
Foreign exchange risk arises when individual Group entities enter into transactions denominated in a currency other than their functional currency.
The Group’s policy is, where possible, to allow group entities to settle liabilities denominated in their functional currency with the cash generated from
their own operations in that currency. Where group entities have liabilities denominated in a currency other than their functional currency (and have
insufficient reserves of that currency to settle them), cash already denominated in that currency will, where possible, be transferred from elsewhere
within the Group.
As of 31 December the Group’s net exposure to foreign exchange risk was as follows:
Liabilities
Assets
Currency
2024
2023
2024
2023
USD
$7,487,643
$7,155,852
$7,284,506
$9,026,439
EUR
€13,289
€61,313
€2,252,459
€1,482,253
HKD
HKD 22952
HKD 22,952
–
–
RMB
¥52,942
¥271,301
¥418,453
¥634,950
Included within the assets and liabilities of the Group are balances in currencies other than GBP. If these currencies were to strengthen by 5% against
GBP, this would give rise to a gain of £86,312 (2023: £137,001)
2024
2023
£’000
£’000
Derivatives carried at fair value:
Forward foreign currency contracts
1,340
(518)
The Group, along with other businesses, will face the risk of inflationary pressures through commodities cost increases.
Derivatives: Foreign currency forward contracts
The Group enters into forward foreign exchange contracts to manage the risk associated with anticipated sale and purchase transactions which
are denominated in foreign currencies. Derivatives are recognised initially at their fair value at the date the derivative contract is entered into and are
subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised immediately in the profit or loss unless
the derivative is designed and effective as a hedging instrument, in which event the timing and recognition in the profit or loss depends on the nature
of the hedging relationship. Derivative financial instruments are measured at fair value as level 2 instruments. Level 2 assets and liabilities are valued
using externally sourced information provided by the counterparties, Santander and NatWest.
As at 31 December 2024, the group has in total 66 (2023: 52) forward foreign exchange contracts outstanding, made up of regular forward foreign
exchange contracts.
Regular forward foreign exchange contracts:
At 31 December 2024, there were 66 (2023: 52) regular forward foreign exchange contracts, to buy US dollars and sell Euros, for an agreed amount of
foreign currency on a specific future date. The purchase or sale is made at a predetermined exchange rate. The outcome is certain and will deliver a
known fixed amount. The following table details the regular forward foreign exchange contracts outstanding as at the balance sheet date.
2024
2023
2024
2023
a) Contracted exchange rate
£/$
£/$
£/€
£/€
3 months or less
1.2851
1.2660
n/a
n/a
3 to 6 months
1.2855
1.2526
1.1635
1.1491
6 to 12 months
1.2752
1.2546
1.1613
1.1435
12 months or more
n/a
n/a
n/a
n/a
87
Annual Report 2024
Financial Statements
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
23.
Financial instruments (continued)
2024
2023
2024
2023
£/$
£/$
£/€
£/€
b) Contract value
£’000
£’000
£’000
£’000
3 months or less
27,403
10,310
–
–
3 to 6 months
13,882
16,554
1,289
872
6 to 12 months
3,530
6,792
728
2,382
12 months or more
–
–
–
–
44,815
33,656
2,017
3,254
2024
2023
2024
2023
c) Foreign currency
$’000
$’000
€’000
€’000
3 months or less
35,242
12,943
–
–
3 to 6 months
17,830
20,750
1,500
1,000
6 to 12 months
4,500
8,500
845
2,725
12 months or more
–
–
–
–
57,572
42,193
2,345
3,725
Fair value of financial assets and liabilities
Financial instruments are measured in accordance with the accounting policy set out in Note 1. All financial instruments carrying value approximates
its fair value with the exception of foreign currency forward contracts and options which are considered Level 2. The Directors consider that there is no
significant difference between the book value and fair value of the Group’s financial assets and liabilities and is considered to be immaterial.
24.
Pension costs
The Group operates a defined contribution pension scheme. Contributions payable to the company’s pension scheme are charged to the statement of
comprehensive income in the period to which they relate. The amount charged to profit in each period was £134,432 (2023: £121,682).
25.
Controlling party
In the opinion of the directors there is no ultimate controlling party.
26.
Earnings per share
Basic earnings per share are calculated by dividing profit or loss attributable to ordinary equity holders by the weighted average number of ordinary
shares in issue during the period.
2024
2023
Basic earnings per share (pence)
23.47
18.05
Diluted earnings per share (pence)
23.34
17.98
The calculation of basic and diluted earnings per share is based on the following data:
2024
2023
Earnings
£’000
£’000
Earnings for the purpose of basic earnings per share, being the net profit
18,233
13,899
Number of shares
2024
2023
Weighted number of ordinary shares for the purpose of basic earnings per share
77,691,505
76,983,311
Potentially dilutive shares awarded
433,257
325,443
Weighted number of ordinary shares for the purpose of diluted earnings per share
78,124,762
77,308,754
In the current year, all share options (2023: 905,237 were not included in the computation) in issue have been included in the computation of diluted
earnings per share, as per IAS 33, all share options are dilutive as they are all likely to be exercised given that the average market price is higher than
the exercise price.
388
Warpaint London PLC
Notes to the Consolidated Financial Statements (continued)
as at ended 31 December 2024
27.
Notes supporting statement of cash flows
Changes in liabilities arising from financing activities are shown in the table below.
Non-current
Current
loans and
loans and
borrowings
borrowings
Total
£’000
£’000
£’000
At 31 December 2022
4,847
1,015
5,862
Non-cash flows
731
–
731
Cash flows
–
(1,144)
(1,144)
Reclassification from Non-current loans and borrowings to current loans and borrowings
(1,388)
1,388
–
At 31 December 2023
4,190
1,259
5,449
Non-cash flows
66
–
66
Cash flows
–
(1,270)
(1,270)
Reclassification from Non-current loans and borrowings to current loans and borrowings
(1,337)
1,337
Loan received
–
14,000
14,000
Loan repaid
–
(14,000)
(14,000)
At 31 December 2024
2,919
1,326
4,245
The above relates to payments in respect of the groups right of use assets. The group does not have any loans and borrowings.
28.
Post balance sheet events
On 12 February 2025, the Company completed the acquisition of 100% of the ordinary shares of Brand Architekts Group PLC (“Brand Architekts”) for
£13.3 million in cash and the issue of 103,422 Warpaint shares at £5.24, making a total purchase consideration of £13.9 million.
Total broker advisory fees, legal & professional fees and registrar fees incurred for the acquisition was £0.8 million, of which £0.42 million was
incurred in 2024.
Brand Architekts is a beauty brand specialist which offers a portfolio of problem-solving challenger beauty brands, sold throughout the UK and
internationally. Brand Architekts’ focus is on brands and products that engender high levels of consumer loyalty and reflect the focus on
high-performance problem-solving solution-led brands for everyday beauty. Brand Architekts’ brand portfolio encompasses female skincare, self-tan
and male grooming. Brands (including Skin & Tan, Super Facialist and Dirty Works) are available on the high street in leading pharmacy and drugstore
chains; in national grocery stores; on the platforms of global e-tailers; and through ecommerce websites.
The acquisition will be accounted for using the acquisition method of accounting in accordance with IFRS 3.
The book value of net assets acquired is shown below. Management are still in the process of allocating the purchase price:
Cash and Cash Equivalents
£ 6.2 million
Accounts Receivable
£ 4.6 million
Inventory
£ 4.0 million
Property, Plant, and Equipment
£ 0.03 million
Accounts Payable
£ (3.43) million
Deferred Tax Liabilities
£ (0.12) million
Book value of net assets acquired
£11.28 million
At the date of authorisation of these financial statements a detailed assessment of the fair value of the identifiable net assets has not been completed. In
particular the value of identifiable intangible assets (customer relationships and brands), goodwill and deferred tax liability / assets (as a consequence
of fair value adjustments), are in the process of being independently valued.
Key Aspects of the Acquisition:
• Warpaint believes that the acquisition is an exciting and relatively low risk opportunity to further bolster Warpaint’s growth opportunities.
• The deferred tax liability/asset, represents the future tax consequences of the fair value adjustments made to the acquired assets and liabilities.
• The results of Brand Architekts operations will be included in the Company’s consolidated financial statements from the acquisition date.
89
Annual Report 2024
Financial Statements
Company number: 10261717
2024
2023
Note
£’000
£’000
Fixed assets
Investments
3
34,493
34,493
34,493
34,493
Current assets
Trade and other receivables
4
21,566
16,893
Other current assets
5
14,021
–
Cash at bank and in hand
5
1,009
4,625
Total current assets
36,596
21,518
Creditors: amounts falling due within one year
6
(1,565)
(1,849)
NET ASSETS
69,524
54,162
Capital and reserves
Share capital
7
20,171
19,314
Share premium
8
34,114
19,726
Merger reserve
9
1,895
1,895
Share option reserve
408
380
Retained earnings
12,936
12,847
Shareholders’ funds
69,524
54,162
As permitted by section 408 of the Companies Act 2006, the profit and loss account is not presented. The profit for the year amounted to £7,146,724 (2023:
£8,804,799).
The financial statements of Warpaint London PLC were approved and authorised for issue by the Board of Directors and signed on its behalf by:
Neil Rodol
Chief Financial Officer
Date: 28 April 2025
The notes on pages 91 to 93 form part of these financial statements.
Company Statement of Financial Position
for the year ended 31 December 2024
390
Warpaint London PLC
Share Option
Retained
Total
Share Capital
Share Premium
Merger Reserve
Reserve
Earnings
Equity
£’000
£’000
£’000
£’000
£’000
£’000
As at 31 December 2022
19,188
19,360
1,895
2,003
8,070
50,516
Comprehensive Income for the year
Profit for the year
–
–
–
–
8,805
8,805
Total comprehensive income for the year
–
–
–
–
8,805
8,805
Contributions by and distributions to owners
Equity shares issued
126
366
–
–
–
492
Share based payment charge
–
–
–
134
–
134
Transfer to retained earnings for exercised share
options
–
–
–
(130)
130
–
Transfer to retained earnings for expired and lapsed
share options
–
–
–
(1,627)
1,627
–
Dividends paid
–
–
–
–
(5,785)
(5,785)
Total contributions by and distributions to owners
126
366
–
(1,623)
(4,028)
(5,159)
As at 31 December 2023
19,314
19,726
1,895
380
12,847
54,162
Comprehensive Income for the year
Profit for the year
–
–
–
–
7,147
7,147
Total comprehensive income for the year
–
–
–
–
7,147
7,147
Contributions by and distributions to owners
Equity shares issued
857
14,835
–
–
–
15,692
Share issue costs
–
(447)
–
–
–
(447)
Share based payment charge
–
–
–
349
–
349
Fair value of exercised share options
–
–
–
(321)
321
–
Dividends paid
–
–
–
–
(7,379)
(7,379)
Total contributions by and distributions to owners
857
14,388
–
28
(7,058)
8,215
As at 31 December 2024
20,171
34,114
1,895
408
12,936
69,524
The notes on pages 91 to 93 form part of these financial statements.
Company Statement of Changes in Equity
for the year ended 31 December 2024
91
Annual Report 2024
Financial Statements
1.
Significant accounting policies
Basis of preparation
These separate financial statements of Warpaint London PLC have been
prepared in accordance with applicable United Kingdom accounting
standards, including Financial Reporting Standard 102 – The Financial
Reporting Standard Applicable in the United Kingdom and Republic of
Ireland (FRS 102), and with the Companies Act 2006.
The Company’s financial statements are presented in GBP.
In preparing the separate financial statements of the parent company,
advantage has been taken of the following disclosure exemptions available
to qualifying entities:
• only one reconciliation of the number of shares outstanding at the
beginning and end of the period has been presented as the reconciliations
for the group and the parent company would be identical.
• no cash flow statement or net debt reconciliation has been presented for
the parent company.
• disclosures in respect of the parent company’s income, expense, net
gains, and net losses on financial instruments measured at amortised
cost have not been presented as equivalent disclosures have been
provided in respect of the group as a whole.
• disclosures in respect of the parent company’s share-based payment
arrangements have not been presented as equivalent disclosures have
been provided in respect of the group as a whole; and
• no disclosure has been given for the aggregate remuneration of the key
management personnel of the parent company as their remuneration is
included in the totals for the group as a whole.
The financial statements have been prepared under the historical cost
convention. The principal accounting policies adopted are the same as those
set out in note 1 to the consolidated financial statements except as set out
below.
Investments
Investments in subsidiaries are measured at cost less accumulated
impairment.
Share-based payments
Where share options are awarded to employees, the fair value of the options
at the date of grant is charged to profit or loss over the vesting period.
Non-market vesting conditions are considered by adjusting the number
of equity instruments expected to vest at each balance sheet date so that,
ultimately, the cumulative amount recognised over the vesting period is based
on the number of options that eventually vest. Market vesting conditions are
factored into the fair value of the options granted. The cumulative expense is
not adjusted for failure to achieve a market vesting condition.
The fair value of the award also considers non-vesting conditions. These
are either factors beyond the control of either party (such as a target based
on an index) or factors which are within the control of one or other of the
parties (such as the company keeping the scheme open or the employee
maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the
increase in the fair value of the options, measured immediately before and
after the modification, is also charged to profit or loss over the remaining
vesting period.
Where equity instruments are granted to persons other than employees, the
profit and loss account is charged with the fair value of goods and services
received.
Where share options are granted by the Company to employees of one or
more group entities the Company makes a reasonable recharge of the
expense to subsidiary for the group expense calculated in accordance with
accounting standards.
Going Concern
Going concern for the company has been considered along with the Group
by the directors. The consideration is set out in note 1 of the consolidated
financial statements.
Dividends
Dividends are recognised when they become legally payable. In the
case of interim dividends to equity shareholders, this is when paid to the
shareholders. In the case of final dividends, this is when approved by the
shareholders at the annual general meeting.
Critical accounting estimates and judgements
The Company makes certain estimates and assumptions regarding the
future. Estimates and judgements are continually evaluated based on
historical experience and other factors, including the expectations of future
events that are believed to be reasonable under the circumstances. In the
future, actual experience may differ from these estimates and assumptions.
There are no critical estimates and judgements that have a significant risk
of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year.
Financial instruments
The company has elected to apply the provisions of Section 11 “Basic
Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company’s Balance sheet when
the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in
the financial statements, when there is a legally enforceable right to set off
the recognised amounts and there is an intention to settle on a net basis or
to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and
bank balances, are initially measured at their transaction price including
transaction costs and are subsequently carried at their amortised cost using
the effective interest method, less any provision for impairment, unless the
arrangement constitutes a financing transaction, where the transaction is
measured at the present value of the future receipts discounted at a market
rate of interest.
Discounting is omitted where the effect of discounting is immaterial.
The company’s cash and cash equivalents, trade and most other receivables
due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting
date.
Notes to the Company Financial Statements
for the year ended 31 December 2024
392
1.
Significant accounting policies (continued)
Financial assets are impaired when events, subsequent to their initial
recognition, indicate the estimated future cash flows derived from the
financial asset(s) have been adversely impacted. The impairment loss will be
the difference between the current carrying amount and the present value of
the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the
impairment loss then the impairment can be reviewed for possible reversal.
The reversal will not cause the current carrying amount to exceed the original
carrying amount had the impairment not been recognised. The impairment
reversal is recognised in the profit or loss.
Financial 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.
Financial liabilities
Financial liabilities and equity instruments are classified according to
the substance of the contractual arrangements entered into. An equity
instruments any contract that evidences a residual interest in the assets of
the company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank
loans and other loans are initially measured at their transaction price after
transaction costs. When this constitutes a financing transaction, whereby
the debt instrument is measured at the present value of the future payments
discounted at a market rate of interest. Discounting is omitted where the
effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the
effective interest rate method.
Trade payables are obligations to pay for goods and services that have been
acquired in the ordinary course of business from suppliers. Trade payables
are classified as creditors amounts falling due within one year:. If not, they
represent creditors falling due after more than one year. Trade payables are
initially recognised at their transaction price and subsequently are measured
at amortised cost using the effective interest method. Discounting is omitted
where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and
interest rate swaps, are not classified as basic financial instruments. These
are initially recognised at fair value on the date the derivative contract
is entered into, with costs being charged to the profit or loss. They are
subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102
paragraph 11.9 are subsequently measured at fair value through the profit
or loss. This recognition and measurement would also apply to financial
instruments where the performance is evaluated on a fair value basis as
with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future
cash flow expire, or are settled, or when the company transfers the asset
and substantially all the risks and rewards of ownership to another party.
If significant risks and rewards of ownership are retained after the transfer
to another party, then the company will continue to recognise the value of the
portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual
obligations expire or are discharged or cancelled.
For financial assets measured at amortised cost, the impairment loss is
measured as the difference between an asset’s carrying amount and the
present value of estimated cash flows discounted at the asset’s original
effective interest rate.
2.
Staff costs
Year ended 31 December
2024
2023
£’000
£’000
Salaries
1,616
1,273
Share based payments
74
75
Benefits
28
27
Pension costs
4
2
1,722
1,377
The average monthly number of employees during the period was as follows:
Year ended 31 December
2024
2023
No.
No.
Directors
9
7
9
7
2024
2023
Directors’ remuneration, included in staff costs
£’000
£’000
Salaries
1,616
1,273
Share based payments
74
75
1,690
1,348
The directors are the only key management personnel.
3.
Investments
At 31 December 2024
£’000
Cost
At January 2024 and 31 December 2024
34,493
Impairment
At January 2024 and 31 December 2024
–
Net book value
–
At 31 December 2024
34,493
At 31 December 2023
34,493
Details of subsidiaries are shown in note 7 of the Consolidated Financial
Statements.
Investments represents the cost of the Company’s investment in its
subsidiaries as detailed in Note 7 to the consolidated financial statements.
Notes to the Company Financial Statements (continued)
for the year ended 31 December 2024
Warpaint London PLC
93
Annual Report 2024
Financial Statements
Notes to the Company Financial Statements (continued)
for the year ended 31 December 2024
4.
Debtors
2024
2023
£’000
£’000
Due from group undertakings
20,397
16,782
Other receivables
208
42
Prepayments
421
69
21,026
16,893
Amounts due from related undertakings are unsecured, non-interest
bearing and payable on demand. The directors do not consider there to be
any expected credit loss relating to group companies having assessed their
underlying profitability and financial position.
5.
Cash at bank and in hand and other current assets
Cash and cash equivalents include the following:
As at 31 December
2024
2023
£’000
£’000
Cash at bank and in hand
1,009
4,625
Restricted cash
14,021
–
15,030
4,625
Restricted cash refers to the cash held under escrow and could only be
used for the acquisition that took place in February 2025 (see note 28 of the
consolidated financial statements).
6.
Creditors: amounts falling due within one year
2024
2023
£’000
£’000
Trade payables
745
22
Other taxation and social security
52
38
Due from group undertakings
–
1,207
Accruals
768
582
1,565
1,849
7.
Called up share capital
No of shares
’000
£’000
Allotted and issued
Ordinary shares of £0.25 each
At 1 January 2023 and 31 December
2023
77,257
19,314
Issued on 9 May 2024
86
21
Issued on 30 May 2024
290
73
Issued on 19 September 2024
110
28
Issued on 9 December 2024
2,941
735
At 31 December 2024
80,684
20,171
On 9 May 2024, the Company issued 85,895 equity shares with par value of
£0.25 per share for £2.375 per share. The entire amount was paid in cash. No
shares were allotted other than for cash. 182,527 was recognised in share
premium.
On 30 May 2024, the Company issued 290,000 equity shares with par value
of £0.25 per share for £4.90 per share. The entire amount was paid in cash.
No shares were allotted other than for cash. £281,300 was recognised in
share premium.
On 19 September 2024, the Company issued 110,000 equity shares with par
value of £0.25 per share for £1.22 per share. The entire amount was paid in
cash. No shares were allotted other than for cash. £106,700 was recognised
in share premium.
On 9 December 2024, the Company issued 2,941,176 equity shares with
par value of £0.25 per share for £5.10 per share. The entire amount was
paid in cash. No shares were allotted other than for cash. £14,264,704 was
recognised in share premium.
Expenses incurred on the issue of shares amounting to £447,000 were
deducted from Share Premium.
All ordinary shares carry equal rights.
8.
Share premium
2024
2023
£’000
£’000
Share premium
34,114
19,726
The share premium reserve contains the premium arising on the issue of
equity shares, net of issue expenses incurred by the company.
9.
Other reserves
The movement in merger reserve represents the difference between the
issue price and the nominal value of shares issued as consideration for the
acquisition of subsidiary undertaking.
The share option represents share-based payment charges on the share
options that were in issue.
10.
Related party transactions
The Company has taken advantage of the disclosure of related party
transactions with wholly owned fellow group companies. Related party
transactions with key management personnel (including directors) are
shown in Note 22 of the Consolidated Financial Statements.
11.
Share based payments
The Group has taken advantage of the exemption to not disclose details of
the parent company’s share-based payment arrangements.
Disclosure of the Group’s share-based payment arrangements has been
made in Note 21, of the Group accounts.
Officers and Professional Advisers
394
Warpaint London PLC
Directors
C Garston
Chairman
S Bazini
Chief Executive Officer
E Macleod
Managing Director
N Rodol
Chief Financial Officer
S Craig
General Counsel & Company Secretary
P Hagon
Executive Director
K Sadler
Non-Executive Director
S Daly
Non-Executive Director
I Thambiah
Non-Executive Director
Registered Office
Units B&C
Orbital Forty Six
The Ridgeway Trading Estate
Iver,
Buckinghamshire, SL0 9HW
Company Number
10261717
Nominated Adviser
Shore Capital and Corporate Limited
Cassini House
57-58 St James’s Street
London, SW1A 1LD
Broker
Shore Capital Stockbrokers Limited
Cassini House
57-58 St James’s Street
London, SW1A 1LD
Auditors
BDO LLP
55 Baker Street
London, W1U 7EU
Registrars
Neville Registrars Limited
Neville House
Steel Park Road
Halesowen
West Midlands, B62 8HD
Financial PR and IR
IFC Advisory Limited
Birchin Court,
20 Birchin Lane
London, EC3V 9DU
Officers and Professional Advisers
WARPAINT LONDON PLC
Units B&C
Orbital Forty Six
The Ridgeway Trading Estate
Iver
Buckinghamshire
SL0 9HW
investors@warpaintlondonplc.com