The Directors present the Strategic Report for the period ended 28 January 2024.
Looking back at the year, Me and Em Limited and its subsidiaries ('The Group') experienced strong trade amidst an uncertain market with subdued consumer spending in a period of difficult trading conditions for Retail. The positive performance of the Group can be attributed to a combination of focus on key strategic decisions as well as continued market expansion, with the customer remaining at the heart of all decision making. To address the challenges faced, the Group has adapted to the changing market conditions and has gained a deeper understanding of the evolving expectations of their target audience.
The Group saw a significant increase in sales and customer engagement, with new customer acquisition +22% YoY driven by a continued significant investment in marketing spend, in particular digital marketing. Growth was strong globally but most pronounced in the US where we grew by 106% to £29.4m, making up 25% in our sales mix.
The year saw the successful launch of 2 new stores in Battersea and Edinburgh (our first out of London Store presence in the UK) as well as the successful relocation of our Notting Hill store.
Our product categories outperformed last year, with Dresses being a key driver of sales, supported by choice across shape and end use. The continued expansion of Footwear and an expanded Accessories collection has proved to be a success in the year.
Total Group Revenue in the period increased by 46% to £119.5m (2023: £82.0m). There has been continued success in overseas territories with revenue up 81% YoY.
The Group’s gross profit margin landed at 55% (2023: 58%) with gross profit for the period of £65.9m (2023: £47.5m).
The Group made £21.1m EBITDA profit (2023: £16.1m). EBITDA margin 18% (2023: 20%), excluding exceptional costs.
The Group made an Operating Profit (pre taxation) of £16.2m (2023: £11.2m profit).
Consumer Risk
From late 2021, the United Kingdom has experienced the ‘cost of living crisis’ which refers to the fall in ‘real’ disposable incomes (that is, adjusted for inflation and after taxes and benefits). With the prices for many essential goods increasing faster than household incomes, it has resulted in a fall in consumer spend on non- essential goods. However, the Group has an element of protection from this uncertainty, as a result of its global reach, international sales mix, and the continued loyalty of the existing customer base.
Cash Flow Risk
Management foresees no cash flow risk given the Groups robust cash and financial position.
Currency
The Group is exposed to foreign currency exchange movements, in particular USD and EUR. They continue to take all the reasonable steps to protect its currency position through hedging strategies, including placing forward contracts. This is predominantly for EUR, as the USD is naturally hedged through US customer revenue.
Credit Risk
The Group’s credit risk primarily relates to trade debtors, however there is a well-defined collection process with the appointed payment provider to ensure all customer balances are received in line with the terms agreed. The Group’s concession partners are reviewed carefully, and the appropriate due diligence is carried out before engaging with them to ensure financial stability.
Liquidity Risk
During the financial year, the Group has taken considerable measures to ensure sufficient liquidity through their robust cash flow forecasting, building cash reserves during peak trading periods and establish good relationship with their suppliers. The Group can plan and react quickly to seasonal sales fluctuations and through effective inventory management.
Price Risk
The Group considers the risks that could lead to fluctuations in costs and revenues, potentially impacting the profitability and sustainability of the business. To mitigate these risks, there has been a focus on diversifying its supplier base, closely monitoring market trends and maintain a flexible pricing strategy. The Group has a strong understanding of the market and a focus on costs control that adapts to the ever-changing landscape of the fashion industry.
Competitor Risk
The Group is a fast-growing premium brand with a loyal customer following and a distinct identity. The business is constantly ensuring that its collection represents quality and value and lives up to its fashion ethos. However, in the fashion industry, the Group will naturally be susceptible to competition. The Group works hard to manage this risk through highly experienced in-house design and buying teams, frequent introductions of new styles and tight stock purchase control.
The Group will continue to drive new customer acquisition through various marketing strategies, without compromising our existing customer base. International expansion will remain a key focus, in particular the US, where in the current period, the business has signed three leases in relation to US retail space. Since period end the three US stores have launched successfully in the first half of FYE 2025. The UK store presence remains a focus and saw the launch of two additional UK stores, as well as one relocation, with the intention for further potential space expansion in the UK currently under review. Group infrastructure will be a driver to delivering the business’s key objectives, with the systems undergoing a comprehensive review to provide comfort that they can support the business’s growth.
The business works closely together and with our supplier partners to ensure quality and relevant products are delivered.
The directors use a number of key performance indicators which they consider are effective in delivering the strategy. Sales growth is one of the vital KPIs, reflecting the Group’s ability to expand its customer base and generate revenue. Another key metric for the business is EBITDA.
In the period, turnover grew 46% to £119.5m.
In the period, EBITDA increased to £21.1m (18% EBITDA margin vs. 20% EBITDA margin in 2023).
The Group does also consider non-financial key performance indicators, such as new customer acquisitions, as mentioned in fair review of the business.
Section 172(1) statement
In accordance with Section 172 of the Companies Act 2006, The Groups' Board of Directors has taken into account the following matters in performing their duties and making decisions that promote the success of the company for the benefit members as a whole. In doing so, we have regard to the following factors:
1. Long-term consequences
Our decisions are founded on the principles of sustainability and long-term growth. We prioritise investments in our online platform to adapt to evolving customer needs and implement measures to reduce our carbon footprint, aligning with environmental sustainability goals. Additionally, we will strategically enhance our retail presence in the US, in line with our sustainability objectives.
2. Interests of employees
Our employees are our greatest asset. The Group provides an array of employee benefits which aim to support mental, physical, social, emotional and financial wellbeing. Employees are kept informed on key business matters and achievements through our quarterly Town Hall meetings and monthly internal newsletter.
3. Business relationships
We value our relationships with suppliers and customers. We have an established Supplier Code of Conduct that promotes responsible and ethical sourcing principles. As we focus on offering greater choice in existing categories and the launch of new categories such as swimwear, we have expanded our supply base to deliver this growth.
We have developed a trusted network of suppliers who have been able to deliver our brand strategy successfully.
With the support of our Directors, Management have been able to build stable, long-term relationships with our supplier base to ensure consistent quality and reliable service is provided. As a business we support transparency throughout our supply chain and we continue our membership to SEDEX, who are global leaders in social and environmental auditing. We partner with existing and new suppliers to obtain SEDEX membership and conduct independent audits. This is central to our due diligence processes and procedures.
The company continues to be a member of the Ethical Trading Initiative (ETI), an organisation dedicated to bringing long-term change and respect for workers worldwide. As members of the ETI, we have adopted its internationally recognised base code of labour standards as the foundation of our own code of conduct, specifically relating to protecting and promoting workers’ rights.
4. Customer relationships
Customer engagement is essential for the Group for building brand loyalty, driving sales and staying competitive in the retail sector. Our Retail team strive on delivering high quality customer service experience in our Stores and Concession spaces, as well as our Customer Service team at Head Office, with their extensive knowledge of our collection and brand ethos. We continuously seek feedback to improve our offerings. The use of email segmentation allows us to ensure customers receive content that is relevant to their interests. Continuously analysing our customer data allows us to identify trends, preferences, and areas of improvement in our engagement strategies. We communicate our commitment to sustainability and ethical practices in the fashion industry, which allows our customers to be part of our brand’s mission. These strategies allow to build strong relationships with our customers, foster brand loyalty and create a memorable and enjoyable shopping experience.
5. Impact on community and environment:
Aligned with our sustainability road map, we are committed to increasing our use of lower impact, traceable, certified fabrics. In August 2023 ME+EM were certified to the Responsible Animal Fiber standard, ensuring our continued investment in high environmental and social standards.
We continue our commitment to our charitable partnerships who embody our own brand values. Our charity calendar has included charity sample sales to support The Prince’s Trust, Women for Women International and Smart Works. Our commitment to circularity is demonstrated through these events as unsold stock and fabric is additionally donated to charity.
The business has invested in measuring our carbon footprint for full visibility, as such we have established our 2023 baseline and begun the process to set Science Based Targets (SBTi). This will form the basis for setting our pathway to net zero and for driving our internal targets to lower our impact across our value chain.
6. High standard of business conduct:
We uphold high standards of business conduct. This is reflected in our corporate governance structure, our commitment to ethical sourcing, and our zero-tolerance policy towards bribery and corruption.
7. Acting fairly:
We aim to act fairly between members of the company. We ensure transparent communication with our shareholders and strive for equitable treatment of all stakeholders.
On behalf of the board
The directors present their annual report and financial statements for the 52 week period ended 28 January 2024.
The results for the 52 week period are set out on page 12.
No ordinary dividends were paid. The directors do not recommend payment of a dividend.
The directors who held office during the 52 week period and up to the date of signature of the financial statements were as follows:
On 9 July 2024, the group entered into a lease agreement for new store space in the United Kingdom. The agreement has a term of ten years and a minimum annual commitment of £465,000.
On 14 August 2024, the group entered into an agreement for underlease for additional office space in the United Kingdom. Completion on the lease is expected to take place in January 2025. The lease will have a ten year term and a minimal annual commitment of £801,180 from February 2025.
On 16 September 2024, the group entered into a lease agreement for new store space in the United States. The agreement has a term of one and a half years and a minimum annual commitment of $320,857, with associated costs payable to the landlord for running of the premises.
All calculations have been completed in line with the “GHG Reporting Protocol - Corporate Standard” and the UK’s “Environmental reporting guidelines: including Streamlined Energy and Carbon Reporting requirements”.
The business collaborated with Seismic who assisted us in collating the data for our emissions across various sites. The data collection process was a combination of raw data collated by the business and extrapolations by Siesmic.
This data formed the basis of our SECR report for the 52 week period ended 28 January 2024.
The chosen intensity measurement ratio is total gross emissions is revenue intensity in tCO2e per £m.
The group and company are committed to energy efficiency throughout our operations to reduce our environmental impact.
During the 23/24 reporting period we implemented a robust process for collecting energy data and reporting emissions using a centralised data management platform.
This process also included a detailed review of all of our stores, offices and warehouses to understand where we directly control utility supplies and also where we purchase renewable electricity. This has allowed us to accurately understand our location and market based emissions.
To reduce impact further we working to ensure our new facilities have electric heating systems that are powered by 100% renewable electricity. We are also working at our existing facilities to improve energy efficiency.
We value our relationships with suppliers and customers. We have an established Supplier Code of Conduct that promotes responsible and ethical sourcing principles. As we focus on offering greater choice in existing categories and the launch of new categories such as swimwear, we have expanded our supply base to deliver this growth.
We have developed a trusted network of suppliers who have been able to deliver our brand strategy successfully. With the support of our Directors, Management have been able to build stable, long-term relationships with our supplier base to ensure consistent quality and reliable service is provided. As a business we support transparency throughout our supply chain and we continue our membership to SEDEX, who are global leaders in social and environmental auditing. We partner with existing and new suppliers to obtain SEDEX membership and conduct independent audits. This is central to our due diligence processes and procedures.
The company continues to be a member of the Ethical Trading Initiative (ETI), an organisation dedicated to bringing long-term change and respect for workers worldwide. As members of the ETI, we have adopted its internationally recognised base code of labour standards as the foundation of our own code of conduct, specifically relating to protecting and promoting workers’ rights.
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the information on and exposure to financial risk and future developments.
We have audited the financial statements of Me and Em Limited (the 'parent company') and its subsidiaries (the 'group') for the 52 week period ended 28 January 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
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 are independent of the group and 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, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial 52 week period 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 the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
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.
As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.
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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
As part of our planning process:
We enquired of management the systems and controls the group and company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The group and company did not inform us of any known, suspected or alleged fraud.
We obtained an understanding of the legal and regulatory frameworks applicable to the group and company. We determined that the following were most relevant: FRS 102, Companies Act 2006, goods quality regulations and the Consumers Rights Act.
We considered the incentives and opportunities that exist in the group and company, including the extent of management bias. This presents a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.
Using our knowledge of the group and company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.
The key procedures we undertook to detect irregularities including fraud during the course of the audit included:
Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.
Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.
Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to valuation of stock.
Testing key revenue lines, in particular cut-off, for evidence of management bias.
Performing a physical verification of key assets and stock items (including testing of the stock system).
Obtaining third-party confirmation of material balances outstanding at the end of the accounting period.
Documenting and verifying all significant related party balances and transactions.
Reviewing documentation such as the company board minutes for discussions of irregularities including fraud.
Testing all material consolidation adjustments.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility of the prevention and detection of irregularities and fraud rests with the directors.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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 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 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 company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £
Me and Em Limited (“the company”) is a private limited company incorporated in England and Wales. The registered office is Third Floor Westworks White City Place, Wood Lane, London, W12 7FQ.
The group consists of Me and Em Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.
The financial statements have been prepared under the historical cost convention modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
Exemptions for qualifying entities under FRS 102
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Me and Em Limited and all of its subsidiaries (i.e. entities that the Group controls through its power to govern the financial and operating policies so as to obtain economic benefits).
All financial statements are made up to 28 January 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The consolidated accounts can be obtained from the registered office.
The Group continues to model potential impact of any global economic, political, or environmental shock, which could lead to a sudden and significant drop in demand. The effects on profitability and cash flows have been considered and actions planned. The business maintains a significant cash balance throughout all foreseeable future periods.
The Group has a history of generating revenues and, as of the date of these financial statements, it has sufficient liquidity and cash flows from operations to meet its financial obligations.
At the time of preparing and approving the consolidated financial statements, the directors are confident the Group will have adequate resources to continue in operational existence for a period of at least twelve months and meet all their liabilities as and when they fall due. Thus the directors continue to adopt the going concern basis of accounting in preparing the consolidated financial statements.
The current accounting period is for 52 weeks to 28 January 2024. The comparative accounting period is for the 52 week period 31 January 2022 to 29 January 2023. The accounting periods for which accounts are prepared are co-terminus with the final Sunday of the financial year.
Turnover is recognised at the fair value of the consideration received or receivable for clothing and accessories provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised at the point of sale when the customer pays for the goods.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group after deducting all of its liabilities.
Basic financial liabilities, including creditors and amounts due from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The Group enters into forward exchange contracts in order to manage exposure to foreign exchange risk.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in or immediately.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end 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 asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is 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.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
The fair value at grant is determined based on advice received from third party experts on the equity value of the company.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’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.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The group holds stock which includes clothes, accessories and footwear. Such goods are subject to ever changing consumer demand and fashion trends. As a result of this, it is necessary to consider the net realizable value of stock and associated provision required. When calculating this provision, the group considers the nature and condition of the stock as well as applying assumptions around anticipated saleability of stock.
The exceptional costs relate to expenses incurred in relation ending a contract with a website and server hosting agency, in addition to termination benefits relating to a former employee who left employment with the group during the period.
Amortisation of intangible fixed assets and depreciation of tangible fixed assets are recognised within administrative expenses.
The average monthly number of persons (including directors) employed by the group and company during the 52 week period was:
Their aggregate remuneration comprised:
The number of directors who exercised share options during the period was nil (2023- 1). The aggregate amount of the gains by the directors on the exercise of share options during the financial period was £nil (2023: £1,270k).
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 2).
The actual charge for the 52 week period can be reconciled to the expected charge for the 52 week period based on the profit or loss and the standard rate of tax as follows:
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.
During the period, the decision was taken to undertake a project to repurpose the website used by the group. Accordingly, an impairment review was undertaken and the decision taken to impair all associated costs to the existing website. The impairment has been recognised as part of administrative expenses.
Work has started to be undertaken on the new website, which is recognised as an asset under construction.
During the period, the group undertook a restructuring exercise impacting all entities incorporated in the United States. As part of the transaction, 100 shares each were issued by FFF+US Inc. and FFF Hold Inc. for a consideration of $10 per share to the company. These were later exchange for shares in a 100% owned subsidiary, FFF Import Inc.
Details of the company's subsidiaries at 28 January 2024 are as follows:
As at 28 January 2024, the company had entered into forward exchange contracts. The agreements were for the purchase of a total of €3,500,000 (as at 29 January 2023: €2,600,000). These are to be delivered from 30 April 2024 to 31 January 2025. The total notional value of the forward rate contracts as at 28 January 2024 is £3,122,324 (as at 29 January 2023 is £2,331,887), with a fair value loss of £82,873 (2023: £52,385) being recognised in creditors. The valuation technique used to measure the fair value of the forward contracts included reference to the prevailing spot rates at the balance sheet date.
All other debtors and creditors are recognised at amortised cost.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The options outstanding at 28 January 2024 had an exercise price between £0.04 and £0.38, and a contractual life of 10 years. Options outstanding comprise both options under an EMI scheme, CSOP scheme and an unapproved scheme.
During the 2024 period 968,273 CSOP share options were granted to certain employees of the company, with each option entitling the holder to subscribe for new shares in the company.
Options may be exercised upon an exit event. An exit event is defined as a change of ownership, a transfer of business or similar event as the board may determine to be an exit event.
The Directors consider the fair value of the options at the grant date to be immaterial to the financial statements as there is no planned exit event.
Ordinary A shares, Preferred Ordinary shares and Ordinary C shares all carry voting rights and rank pari passu with regards to dividends. These classes have a right to return of capital and no rights to redemption.
Ordinary C shares carry no voting rights and do not confer the rights to receive dividends. Similar to the other share classes, they do confer rights to a return of capital, but no rights of redemption.
Share capital includes 2,470,753 of Ordinary D shares which remain unpaid.
On 8 June 2023, a debenture in favour of the bank over all assets of the company was satisfied.
On 23 June 2023, a charge was registered in favour of HSBC bank, over cash deposits held at the period end. This also contains a negative pledge.
On 14 August 2023, the group additionally entered into an uncommitted letter of credit facility agreement with HSBC for £1,060k and forward exchange contacts facility for $500k. Letters of credits were issued under this totalling £727,652 ($1,192k), which remain in place at the period end.
On 9 July 2024, the group entered into a lease agreement for new store space in the United Kingdom. The agreement has a term of ten years and a minimum annual commitment of £465,000.
On 14 August 2024, the group entered into an agreement for underlease for additional office space in the United Kingdom. Completion on the lease is expected to take place in January 2025. The lease will have a ten year term and a minimal annual commitment of £801,180 from February 2025.
On 16 September 2024, the group entered into a lease agreement for new store space in the United States. The agreement has a term of one and a half years and a minimum annual commitment of $320,857, with associated costs payable to the landlord for running of the premises.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The remuneration of key management personnel is as follows.
During the period, the group and company made rental payments of £nil (2023: £167k) to a company with a common director.