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REGISTERED NUMBER: 05701950 (England and Wales)












Financial Statements for the Year Ended 31 December 2023

for

Pronovias UK Limited

Pronovias UK Limited (Registered number: 05701950)






Contents of the Financial Statements
for the year ended 31 December 2023




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


Pronovias UK Limited

Company Information
for the year ended 31 December 2023







DIRECTOR: M C Gibert



REGISTERED OFFICE: 1st Floor
Healthaid House
Marlborough
Harrow
Middlesex
HA1 1UD



REGISTERED NUMBER: 05701950 (England and Wales)



SENIOR STATUTORY AUDITOR: Paul Decker



AUDITORS: Nyman Libson Paul LLP
124 Finchley Road
London
NW3 5JS

Pronovias UK Limited (Registered number: 05701950)

Balance Sheet
31 December 2023

2023 2022
Notes £    £   
FIXED ASSETS
Tangible assets 4 1,488,109 1,625,683

CURRENT ASSETS
Stocks 5 499,451 809,243
Debtors 6 12,362,095 12,067,302
Cash at bank and in hand 92,555 127,863
12,954,101 13,004,408
CREDITORS
Amounts falling due within one year 7 (3,827,304 ) (4,038,507 )
NET CURRENT ASSETS 9,126,797 8,965,901
TOTAL ASSETS LESS CURRENT
LIABILITIES

10,614,906

10,591,584

CAPITAL AND RESERVES
Called up share capital 10,100,000 10,100,000
Retained earnings 514,906 491,584
SHAREHOLDERS' FUNDS 10,614,906 10,591,584

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the director and authorised for issue on 17 September 2024 and were signed by:





M C Gibert - Director


Pronovias UK Limited (Registered number: 05701950)

Notes to the Financial Statements
for the year ended 31 December 2023

1. STATUTORY INFORMATION

Pronovias UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Significant judgements and estimates
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Turnover
Revenue 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:

Sales of bridalwear

Revenue generated from the sale of bridalwear to wholesale customers is recognised at the point of dispatch.

Revenue generated from the sale of bridalwear to retail customers is recognised on final acceptance and collection by the customer.

The director considers these events to represent the points at which the risks and rewards of ownership pass to the customer.

Pronovias UK Limited (Registered number: 05701950)

Notes to the Financial Statements - continued
for the year ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is provided at the following annual rates in order to write off the cost of each asset less their residual value over their estimated useful lives:

Plant and machinery - 10% straight line
Fixtures and fittings - 10% straight line
Computer equipment - 10% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

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.

Pronovias UK Limited (Registered number: 05701950)

Notes to the Financial Statements - continued
for the year ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Foreign currency translation:
Functional and presentation currency

The Company's functional and presentational currency is GBP, rounded to the nearest £1.

Transactions and balances

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Leasing agreements
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term.

Pension costs and other post-retirement benefits
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

Interest income
Interest income is recognised as it accrues, and is included within other income.

Financial instruments
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances that are receivable within one year and do not constitute a financing transaction, are recorded at the undiscounted amount expected to be received, net of impairment. Those that are receivable after more than one year or that constitute a financing transaction are recorded initially at fair value less transaction costs and subsequently at amortised cost, net of impairment.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies which are classified as payable within one year are measured at the transaction price. Other financial liabilities, including bank loans, classified as payable in more than one year are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.

Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 16 (2022 - 26 ) .

Pronovias UK Limited (Registered number: 05701950)

Notes to the Financial Statements - continued
for the year ended 31 December 2023

4. TANGIBLE FIXED ASSETS
Improvements Fixtures
to Plant and and Computer
property machinery fittings equipment Totals
£    £    £    £    £   
COST
At 1 January 2023 12,640 21,515 1,716,343 9,728 1,760,226
Additions - - 41,149 - 41,149
Reclassification/transfer (12,640 ) - 12,640 - -
At 31 December 2023 - 21,515 1,770,132 9,728 1,801,375
DEPRECIATION
At 1 January 2023 - 16,732 108,083 9,728 134,543
Charge for year - 1,357 177,366 - 178,723
At 31 December 2023 - 18,089 285,449 9,728 313,266
NET BOOK VALUE
At 31 December 2023 - 3,426 1,484,683 - 1,488,109
At 31 December 2022 12,640 4,783 1,608,260 - 1,625,683

5. STOCKS

The carrying value of stocks are stated net of impairment losses totalling £235,059 (2022 - £65,298). Impairment losses were reversed in the year totalling £169,762 (2022 - £150,179 ) were recognised in profit and loss.

6. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade debtors 1,017,897 1,260,580
Amounts owed by group undertakings 9,867,867 9,541,642
Other debtors 3,313 3,313
Prepayments and accrued income 1,473,018 1,261,767
12,362,095 12,067,302

7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade creditors 355,295 189,910
Amounts owed to group undertakings 966,711 754,275
Social security and other taxes 13,466 20,504
VAT 117,805 347,940
Other creditors 904,027 1,204,847
Accruals and deferred income 1,470,000 1,521,031
3,827,304 4,038,507

8. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Paul Decker (Senior Statutory Auditor)
for and on behalf of Nyman Libson Paul LLP

Pronovias UK Limited (Registered number: 05701950)

Notes to the Financial Statements - continued
for the year ended 31 December 2023

9. PENSION COMMITMENTS

At the reporting date, there was an amount of £1,859 (2022: £2,717) outstanding in respect of pension contributions payable by the company. This amount is included in creditors.

Contributions payable by the company during the year were £12,339 (2021: £17,553).

10. OTHER FINANCIAL COMMITMENTS

At 31 December 2023 the company had annual commitments under non-cancellable operating leases expiring as follows:

20232022
£   £   


Due within one year

611,986

573,973
Later than one year but not later than 5 years2,336,987 2,948,973
Later than 5 years--
2,948,9733,522,946

11. 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.

12. ULTIMATE PARENT COMPANY

The immediate parent company is San Patrick, S.L.U., a company registered in Spain. San Patrick, S.L.U. is the parent company of the smallest group for which consolidated financial statements are prepared and copies can be obtained from its registered office: Ind Manso Mateu s/n, 08820 El Prat de Llobregat, Barcelona, Spain.

There was a change in the ownership of the Group on 5 April 2023.

During the reporting period to 5 April 2023, the ultimate parent company and controlling party was Catluxe Acquisition S.A.R.L, a company registered in Luxembourg.

During the reporting period to 5 April 2023, Catiberia Acquisition Holdco S.L.U. was the parent company of the largest group for which consolidated financial statements are prepared and copies can be obtained from its registered office: Ind Manso Mateu s/n, 08820 El Prat de Llobregat, Barcelona, Spain.

Catluxe Acquisition S.A.R.L. sold 100% of Catiberia Acquisition Holdco S.L.U. shares to the company Mermaid Bidco Limited which is controlled indirectly by Bain Capital Credit (63,39%), BCP Special Opportunities Fund II Holdings LP (10,26%) and MV Credit Partners (5,08%).

This operation has been the result of the restructuring Agreement between the Sole Partner of Catiberia Acquisition Holdco, S.L.U as parent company of San Patrick and its main financial debt creditors.

During the reporting period from 5 April 2023, the current ultimate parent company and controlling party is Mermaid Topco Limited, a company registered in UK. Mermaid Topco Limited is the parent company of the largest group for which consolidated financial statements are prepared and copies can be obtained from its registered office: C/O TMF Group, 13th Floor, One Angel Court, London, United Kingdom, EC2R 7HJ.