REGISTERED NUMBER: |
Strategic Report, Report of the Director and |
Audited Financial Statements for the Year Ended 28 February 2023 |
for |
VOGUE (UK) LIMITED |
REGISTERED NUMBER: |
Strategic Report, Report of the Director and |
Audited Financial Statements for the Year Ended 28 February 2023 |
for |
VOGUE (UK) LIMITED |
VOGUE (UK) LIMITED (REGISTERED NUMBER: 02455446) |
Contents of the Financial Statements |
for the year ended 28 FEBRUARY 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Director | 4 |
Report of the Independent Auditors | 5 |
Statement of Income and Retained Earnings | 9 |
Balance Sheet | 10 |
Notes to the Financial Statements | 11 |
VOGUE (UK) LIMITED |
Company Information |
for the year ended 28 FEBRUARY 2023 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
Thistledown Barn |
Holcot Lane |
Sywell |
Northampton |
Northamptonshire |
NN6 0BG |
VOGUE (UK) LIMITED (REGISTERED NUMBER: 02455446) |
Strategic Report |
for the year ended 28 FEBRUARY 2023 |
The director presents his strategic report for the year ended 28 February 2023. |
REVIEW OF BUSINESS |
The company is engaged in the supply of radiator and bathroom products to the heating and plumbing industry. |
The company has maintained its turnover in a period of uncertainty in the marketplace, and has increased its gross profit margins. Turnover for the year was £14.2m (2022 - £13.1m for an 11 month period) with a profit before tax for the period of £878k (2022 - £533k). |
Net Assets of the company increased by 34% to £2.8m (2022 - £2.0m). |
PRINCIPAL RISKS AND UNCERTAINTIES |
Strategic, financial, commercial, operational, social, environmental and ethical risks are all considered as part of the group's controls, which are designed to manage rather than eliminate the risk of failure to achieve business objectives. Therefore, they can only provide reasonable, not absolute, assurance against material misstatement or loss. |
Although at present there are no immediate risks considered likely to have a significant impact on the short or long-term value of the company, the principal risks identified are as follows: |
Liquidity risks: |
The company is part of a group which relies on bank lending facilities which require it to trade within certain financial criteria. Management closely manages the financial position of the company and group and reviews future cash flows on a regular basis, in order to meet the conditions. The director is confident that the group has sufficient cash facilities to enable it to trade within its terms and to continue to meet its liabilities as they fall due. |
Market risks: |
Worldwide events such as Brexit and the war in Ukraine have created a position of uncertainty in consumer markets and the supply chain. The cost of living crisis has added to the uncertainty. Although to date, demand has continued to be healthy, it remains a risk that economic conditions could have a negative impact on demand for home improvement products in the future. The company has reviewed its supply chain and continues to closely monitor market conditions and trends in order to react quickly if appropriate. |
Credit risks: |
The group's credit risk is primarily attributable to its trade debtors. The amounts presented in the balance sheet are net of allowances for doubtful debts, estimated by the management based on prior experience, the current economic environment and specific customer issues. The company has implemented policies that require appropriate credit checks on potential customers or review of existing customer credit history before a sale is made together with having in force a credit insurance policy. |
Competitive risk: |
The company operates in a competitive industry where price is important. Conditions which can suddenly affect the buying price present a risk, such as exchange rates, as the company sources a significant amount of its supplies from overseas. To manage this risk, the company closely monitors foreign exchange rates and reacts accordingly. |
VOGUE (UK) LIMITED (REGISTERED NUMBER: 02455446) |
Strategic Report |
for the year ended 28 FEBRUARY 2023 |
FINANCIAL INSTRUMENTS |
The Company's principal financial instruments are comprised of bank balances, invoice discounting, trade debtors and trade creditors. The main purpose of these instruments is to provide finance for the company's operations. |
In respect of bank balances and asset based lending, the company manages its cashflow tightly, and monitors the relationship between these financial instruments, ensuring there are sufficient funds to meet amounts due, and that the company is operating within contractual limits. |
Trade debtors and the invoice discounting facility are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers, together with insurance against bad debts. |
Trade creditor risk is managed by close relationships with key suppliers and ensuring that sufficient funds are available to meet amounts due. |
DEVELOPMENT AND PERFORMANCE |
2023 | 2022 | % change (pro rata) |
Turnover | £14.2M | £13.1M | -0.5% |
Gross profit margin % | 32.2% | 28.6% | +12.6% |
Net profit before taxation | £878K | £533K | +64.7% |
Net assets | £2.8M | £2.0M | +33.4% |
FUTURE DEVELOPMENTS |
The company intends to grow turnover through new opportunities resulting from the expansion of the group. There is a positive outlook because some key costs, such as freight and fuel, have reduced, and UK inflation appears to be reducing, which allows better control of margins. |
ON BEHALF OF THE BOARD: |
VOGUE (UK) LIMITED (REGISTERED NUMBER: 02455446) |
Report of the Director |
for the year ended 28 FEBRUARY 2023 |
The director presents his report with the financial statements of the company for the year ended 28 February 2023. |
DIVIDENDS |
No dividends will be distributed for the year ended 28 February 2023. |
DIRECTOR |
CHANGE OF OWNERSHIP DURING THE YEAR |
During the year, there has been a change to the ownership of the ultimate parent company. Further details can be found in note 24 to the accounts. |
DISCLOSURE IN THE STRATEGIC REPORT |
The company has chosen, in accordance with section 414C(11) of the Companies Act 2006, and as noted in the Report of the Directors, to include certain matters in its Strategic Report that would otherwise be required to be disclosed in the Report of the Directors. |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Vogue (UK) Limited |
Opinion |
We have audited the financial statements of Vogue (UK) Limited (the 'company') for the year ended 28 February 2023 which comprise the Statement of Income and Retained Earnings, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 28 February 2023 and of its profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 director with respect to going concern are described in the relevant sections of this report. |
Other information |
The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Vogue (UK) Limited |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Director. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. |
Report of the Independent Auditors to the Members of |
Vogue (UK) Limited |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
We considered the nature of the company's industry and its control environment, and discussed the Company's policies and procedures relating to fraud and compliance with laws and regulations. |
We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that: |
- | had a direct effect on the determination of material amounts and disclosures in the financial statements; and |
- |
do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. |
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements. |
In common with all audits under ISAs ( UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business. |
In addition to the above, our procedures to respond to the risks identified included the following: |
- |
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
- |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
- |
enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Report of the Independent Auditors to the Members of |
Vogue (UK) Limited |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Statutory Auditors |
Thistledown Barn |
Holcot Lane |
Sywell |
Northampton |
Northamptonshire |
NN6 0BG |
VOGUE (UK) LIMITED (REGISTERED NUMBER: 02455446) |
Statement of Income and |
Retained Earnings |
for the year ended 28 FEBRUARY 2023 |
Period |
1.4.21 |
Year Ended | to |
28.2.23 | 28.2.22 |
Notes | £ | £ |
TURNOVER | 4 |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
885,536 | 536,181 |
Other operating income |
OPERATING PROFIT | 6 |
Interest receivable and similar income |
885,536 | 542,126 |
Interest payable and similar expenses | 7 |
PROFIT BEFORE TAXATION |
Tax on profit | 8 |
PROFIT FOR THE FINANCIAL YEAR |
Retained earnings at beginning of year |
RETAINED EARNINGS AT END OF YEAR |
VOGUE (UK) LIMITED (REGISTERED NUMBER: 02455446) |
Balance Sheet |
28 FEBRUARY 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 11 |
Tangible assets | 12 |
CURRENT ASSETS |
Stocks | 13 |
Debtors | 14 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 15 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year | 16 | ( |
) | ( |
) |
PROVISIONS FOR LIABILITIES | 20 | ( |
) | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 21 |
Capital redemption reserve | 22 |
Retained earnings | 22 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the director and authorised for issue on |
VOGUE (UK) LIMITED (REGISTERED NUMBER: 02455446) |
Notes to the Financial Statements |
for the year ended 28 FEBRUARY 2023 |
1. | STATUTORY INFORMATION |
Vogue (UK) Limited is a |
The presentation currency of Vogue UK Limited is pounds sterling. |
Change in length of comparative Reporting Period |
During the previous period the reporting period of UK Bespoke Products Limited was changed in order to align with the new ultimate parent company. The comparatives for the financial statements are for the reporting period 01/04/2021 to 28/02/2022, covering an 11 month period. This year's financial statements have been prepared from 01/03/2022 to 28/02/2023, covering a 12 month period. Therefore, the comparatives are not entirely comparable. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows; |
• | the requirement of paragraph 3.17(d). |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: |
Sale of goods |
Revenue from the sale of goods is recognised when all the following conditions are satisfied: |
- the Company has transferred the significant risks and rewards of ownership to the buyer |
- the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; |
- the amount of revenue can be measured reliably; |
- it is probable that the economic benefits associated with the transaction will flow to the Company; and |
- the costs incurred or to be incurred in respect of the transaction can be measured reliably. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
VOGUE (UK) LIMITED (REGISTERED NUMBER: 02455446) |
Notes to the Financial Statements - continued |
for the year ended 28 FEBRUARY 2023 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Improvements to property | - |
Plant and machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
Government grants |
During last year, the Company received government support. The relevant accounting policy is set out below. |
A government grant is recognised in the balance sheet with in other debtors when there is reasonable assurance that it will be received and that the Company will comply with the conditions attached to it. Grants are recognised with in other operating income in the Statement of Income and Retained Earnings at a point in time to match the timing of recognition of the related expenses they are intended to compensate. Refer to Note 9 for details of government grants and support received in the year. |
Stocks |
Stocks are stated at the lower of cost and net realisable value (being the estimated selling price less costs to complete and sell). Cost is based on the cost of purchase on a first in, first out basis after adjusting for obsolete and slow moving items. Work in progress and finished goods include labour and attributable overheads. |
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount if reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the profit or loss. |
Financial instruments |
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. |
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. |
(i) Financial assets and liabilities |
All financial assets and liabilities are initially measured at transaction price (including transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. |
Debt instruments that are classified as payable or receivable within one year on initial recognition and which meet the above conditions are measured at the undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment. |
Other debt instruments not meeting these conditions are measured at fair value through profit or loss. |
Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Company, despite having retained some but not all of the significant risks and rewards of ownership, has transferred control of the asset to another party. |
Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires. |
VOGUE (UK) LIMITED (REGISTERED NUMBER: 02455446) |
Notes to the Financial Statements - continued |
for the year ended 28 FEBRUARY 2023 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Functional and presentation currency |
The company's functional and presentational currency is GBP. |
Transactions and balances |
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. |
At each period-end, foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair-value are measured using the exchange rate when fair value was determined. |
Leases |
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the statement of comprehensive income over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liabilities. |
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term. |
VOGUE (UK) LIMITED (REGISTERED NUMBER: 02455446) |
Notes to the Financial Statements - continued |
for the year ended 28 FEBRUARY 2023 |
2. | ACCOUNTING POLICIES - continued |
Foreign currency |
Transactions in foreign currencies are recorded at the rate ruling at the date of the transactions. Assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. All differences are taken to the Statement of Income and Retained Earnings. |
Going Concern |
These financial statements have been prepared on a going concern basis, which the director believes to be appropriate. The company is part of a group of companies and some group companies have incurred losses in this financial period. This company provides cross-company guarantees to secure group debts. The director has reviewed the latest group forecasts for the following year and has a reasonable expectation that the company and the group have adequate resources to continue in operational existence for the foreseeable future. Therefore he continues to adopt the going concern basis of accounting in preparing the annual financial statements. |
3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
In the application of the Company's accounting policies, which are described in note 2, the director are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
Critical judgements in applying the Company's accounting policies |
The following are critical judgements, apart from those involving estimates (which are dealt with separately below), that the director have made in the process of applying the Company's accounting policies and that have the most significant effect on the amount recognised in the financial statements. |
Impairment of assets |
The director constantly review factors likely to impact the value or recoverability of assets held by the company. In conducting their review, they consider both internal and external sources of information as well as past experiences and market conditions. As far as the director are aware there are no prevailing indications that assets held without impairment require one, or where an impairment has already been made that the amount of that impairment requires adjustment. |
Key sources of estimation uncertainty |
The director believe there are no key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing material adjustment to the carrying amount of assets and liabilities within the next financial year. |
VOGUE (UK) LIMITED (REGISTERED NUMBER: 02455446) |
Notes to the Financial Statements - continued |
for the year ended 28 FEBRUARY 2023 |
4. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the company. |
An analysis of turnover by geographical market is given below: |
Period |
1.4.21 |
Year Ended | to |
28.2.23 | 28.2.22 |
£ | £ |
United Kingdom |
Europe |
Rest of world | 380,158 | 156,777 |
5. | EMPLOYEES AND DIRECTORS |
Period |
1.4.21 |
Year Ended | to |
28.2.23 | 28.2.22 |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
Period |
1.4.21 |
Year Ended | to |
28.2.23 | 28.2.22 |
Management | 2 | 4 |
Warehouse | 15 | 22 |
Sales | 18 | 5 |
Transport | 6 | - |
Stock & operations | 42 | 1 |
Fiance | 5 | 3 |
Office | 6 | 17 |
VOGUE (UK) LIMITED (REGISTERED NUMBER: 02455446) |
Notes to the Financial Statements - continued |
for the year ended 28 FEBRUARY 2023 |
5. | EMPLOYEES AND DIRECTORS - continued |
Period |
1.4.21 |
Year Ended | to |
28.2.23 | 28.2.22 |
£ | £ |
Directors' remuneration |
6. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
Period |
1.4.21 |
Year Ended | to |
28.2.23 | 28.2.22 |
£ | £ |
Depreciation - owned assets |
Depreciation - assets on hire purchase contracts |
Loss on disposal of fixed assets |
Auditors' remuneration |
Foreign exchange differences | ( |
) |
7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period |
1.4.21 |
Year Ended | to |
28.2.23 | 28.2.22 |
£ | £ |
Inland Revenue interest |
Hire purchase interest |
8. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
Period |
1.4.21 |
Year Ended | to |
28.2.23 | 28.2.22 |
£ | £ |
Current tax: |
UK corporation tax |
Deferred tax |
Tax on profit |
VOGUE (UK) LIMITED (REGISTERED NUMBER: 02455446) |
Notes to the Financial Statements - continued |
for the year ended 28 FEBRUARY 2023 |
8. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
Period |
1.4.21 |
Year Ended | to |
28.2.23 | 28.2.22 |
£ | £ |
Profit before tax |
Profit multiplied by the standard rate of corporation tax in the UK of |
Effects of: |
Expenses not deductible for tax purposes |
Capital allowances in excess of depreciation | ( |
) | ( |
) |
Adjustments to tax charge in respect of previous periods | ( |
) |
Effect of short term timing differences (deferred tax) | 18,319 | 71,364 |
Total tax charge | 166,131 | 100,833 |
The Finance Act 2021 has provided for increases in the main rate of corporation tax from 19% to 25% effective from 1 April 2023. |
9. | GOVERNMENT GRANTS AND ASSISTANCE |
Last year, the Company received government support designed to mitigate the impact of COVID-19. |
In the UK, the Government has provided funding towards the salary costs of employees who have been ‘furloughed’ through the Coronavirus Job Retention Scheme. This funding meets the definition of a government grant under Section 24 Government Grants of FRS 102 and a total of £0 (2022 - £5,940) has been recorded within other income. |
10. | PENSION COMMITMENTS |
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge for the period amounted to £64,490.86 (2022: £43,682). |
VOGUE (UK) LIMITED (REGISTERED NUMBER: 02455446) |
Notes to the Financial Statements - continued |
for the year ended 28 FEBRUARY 2023 |
11. | INTANGIBLE FIXED ASSETS |
Goodwill |
£ |
COST |
At 1 March 2022 |
and 28 February 2023 |
AMORTISATION |
At 1 March 2022 |
and 28 February 2023 |
NET BOOK VALUE |
At 28 February 2023 |
At 28 February 2022 |
12. | TANGIBLE FIXED ASSETS |
Improvements | Fixtures |
to | Plant and | and | Motor |
property | machinery | fittings | vehicles | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 March 2022 |
Additions |
Disposals | ( |
) | ( |
) |
At 28 February 2023 |
DEPRECIATION |
At 1 March 2022 |
Charge for year |
Eliminated on disposal | ( |
) | ( |
) |
At 28 February 2023 |
NET BOOK VALUE |
At 28 February 2023 |
At 28 February 2022 |
The net book value of tangible fixed assets includes £ 199,609 (2022 - £ 68,099 ) in respect of assets held under hire purchase contracts. |
13. | STOCKS |
2023 | 2022 |
£ | £ |
Stocks |
VOGUE (UK) LIMITED (REGISTERED NUMBER: 02455446) |
Notes to the Financial Statements - continued |
for the year ended 28 FEBRUARY 2023 |
14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
Prepayments and accrued income |
Included within debtors is £2,080,760 (2022 - £2,468,523) which form part of a confidential invoice discounting facility. |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Other loans (see note 17) |
Hire purchase contracts (see note 18) |
Trade creditors |
Amounts owed to group undertakings |
Tax |
Social security and other taxes |
VAT | 138,210 | 267,468 |
Other creditors |
Accrued expenses |
16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2023 | 2022 |
£ | £ |
Hire purchase contracts (see note 18) |
17. | LOANS |
An analysis of the maturity of loans is given below: |
2023 | 2022 |
£ | £ |
Amounts falling due within one year or on demand: |
Confidential invoice discounting | 1,064,492 | 1,522,309 |
VOGUE (UK) LIMITED (REGISTERED NUMBER: 02455446) |
Notes to the Financial Statements - continued |
for the year ended 28 FEBRUARY 2023 |
18. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Hire purchase contracts |
2023 | 2022 |
£ | £ |
Net obligations repayable: |
Within one year |
Between one and five years |
Non-cancellable operating | leases |
2023 | 2022 |
£ | £ |
Within one year |
Between one and five years |
Operating lease payments recognised as an expense during the year was £249,403 (2022 - £76,797). |
VOGUE (UK) LIMITED (REGISTERED NUMBER: 02455446) |
Notes to the Financial Statements - continued |
for the year ended 28 FEBRUARY 2023 |
19. | SECURED DEBTS |
The following secured debts are included within creditors: |
2023 | 2022 |
£ | £ |
Invoice financing creditor | 1,064,492 | 1,522,309 |
Hire purchase contracts | 200,343 | 101,451 |
The obligations under hire purchase contracts are secured on the assets to which they relate. |
The Company has the following securities at the balance sheet date: |
Shawbrook Bank Limited holds a fixed and floating charge over the assets of the Company in respect of the Brand K Group facility of up to £23.6m (2022 - £23m). The group facilities include invoice discounting over receivables of up to £21.5m (2022 - £20m), in aggregate with the inventory facility, which is up to £5m (2022 - £5m), a cashflow facility of up to £1.16m (2022 - £3m) and a hire purchase agreement with a purchase price of £1m (2022 - £1m). The cashflow facility is repayable in 36 monthly instalments. The advance rate for the invoice discounting facility is 85%. There is a group cross company guarantee in place as security for the charge. The bank also holds a right of group set-off. |
Post year end, the group entered a new facility agreement up to £32.9m. It includes invoice discounting over receivables of up to £29.5m, in aggregate with the inventory facility up to £5m, a cashflow facility of up to £3.4m and a hire purchase agreement with a purchase price of £1m. |
The total balances secured at the year end across the group are as follows: confidential invoice discounting facility: £14.1m (2022 - £13.5m), inventory facility: £3.2m (2022 - £2.7m), cashflow facility: £1.2m (2022 - £2.2m) and hire purchase balance: £0.7m (2022 - £0.7m). |
Bridgewood Holdings Limited and SL2 Prop Co Limited hold a fixed and floating charge over all property of Summerbridge Holdings Limited, a subsidiary of Brand K Holdings Limited. Brand K Holdings Limited and its other subsidiaries act as guarantors over the loans in Summerbridge Holdings Limited, which totalled £483,659 as at 28 February 2023. |
20. | PROVISIONS FOR LIABILITIES |
2023 | 2022 |
£ | £ |
Deferred tax | 89,683 | 71,364 |
Deferred |
tax |
£ |
Balance at 1 March 2022 |
Provided during year |
Balance at 28 February 2023 |
VOGUE (UK) LIMITED (REGISTERED NUMBER: 02455446) |
Notes to the Financial Statements - continued |
for the year ended 28 FEBRUARY 2023 |
21. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | 1 | 10,000 | 10,000 |
22. | RESERVES |
Capital |
Retained | redemption |
earnings | reserve | Totals |
£ | £ | £ |
At 1 March 2022 | 2,056,124 |
Profit for the year |
At 28 February 2023 | 2,767,733 |
23. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group, on the grounds that consolidated financial statements for the period ended 28th February 2023 of its ultimate parent company, Brand K Holdings Limited, are publicly available. |
24. | ULTIMATE CONTROLLING PARTY |
At 28 February 2022, the ultimate parent company was Brand K Limited, a company under the control of the board of directors, with no one individual being an ultimate controlling party. The registered office address being Thistle Down Barn, Holcot Lane, Sywell, Northampton, NN6 0BG. |
On 24 August 2022, Brand K Limited was acquired by Brand K Holdings Limited, a company under the control of Alex Norford. |
At 28 February 2023, the ultimate parent company was Brand K Holdings Limited. The registered office for the ultimate parent company was Thistledown Barn, Holcot Lane, Sywell, Northampton, NN6 0BG. The group accounts of Brand K Holdings Limited, which include the results of this company, can be obtained from Companies House. |
At 28 February 2023, Brand K Holdings Limited was under the control of Alex Norford. |