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Registered number: 14823320









Vogue Sourcing Holdings Ltd









Annual Report and Consolidated Financial Statements

For the Period Ended 31 December 2023

 
Vogue Sourcing Holdings Ltd
 
 
Company Information


Directors
A Mehan (appointed 24 April 2023)
R Abrol (appointed 24 April 2023)
J Hartley (appointed 24 April 2023)




Registered number
14823320



Registered office
3rd Floor Oakland House
Talbot Road

Old Trafford

Manchester

M16 0PQ




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG




Bankers
HSBC UK
110 Grey Street

Newcastle upon Tyne

NE1 6JG





 
Vogue Sourcing Holdings Ltd
 

Contents



Page
Group Strategic Report
 
1 - 8
Directors' Report
 
9 - 13
Independent Auditors' Report
 
14 - 17
Consolidated Statement of Comprehensive Income
 
18
Consolidated Balance Sheet
 
19
Company Balance Sheet
 
20
Consolidated Statement of Changes in Equity
 
21
Company Statement of Changes in Equity
 
21
Consolidated Statement of Cash Flows
 
22
Consolidated Analysis of Net Debt
 
23
Notes to the Financial Statements
 
24 - 44


 
Vogue Sourcing Holdings Ltd
 
 
Group Strategic Report
For the Period Ended 31 December 2023

Introduction
The directors present their Strategic Report and audited financial statements for the period ended 31 December 2023.
Principal activities
The Group’s principal activity is to design, source and sell clothing in the fashion sector B2B. At the heart of our success in the fashion sector lies our commitment to design excellence providing the consumer high-end quality products at a competitive price. 
Our talented and creative design teams have delivered innovative and stylish collections that resonate with our target audience. We will continue to prioritise design innovation as a core aspect of our business strategy, ensuring that our products remain at the forefront of fashion trends.
Acquisition of Vogue Sourcing Limited
On June 12, 2023 Vogue Sourcing Holdings Ltd acquired Vogue Sourcing Limited ('VSL'), following the decision of one of the Vogue Sourcing Limited shareholders to exit the business. The acquisition was structured to facilitate a smooth transition of ownership whilst ensuring the continued growth and stability of Vogue Sourcing Limited.
The acquisition has led to the following ownership and governance structure:
•  
Ownership Structure: Vogue Sourcing Ltd is now a wholly-owned subsidiary of Vogue Sourcing Holdings Ltd.
•  
Management Team: The existing Vogue Sourcing Limited management team will now lead the Group's business,    ensuring continuity and stability.
The financial implications of the acquisition were as follows:
•  
Purchase Consideration: The acquisition was completed for a total consideration of £16.8m, which was funded    through cash totalling £3m, with a share for share exchange totalling £13.7m, plus legal costs of £0.1m.
Business review
 
As we reflect on the financial period ending on December 31, 2023, it is key to evaluate the performance and financial standing of our business. 
The calendar year 2023 saw a decline in sales in the trading subsidiary, Vogue Sourcing Limited ('VSL'), due to the loss of a manufacturer led account. VSL sales for the calendar year totalled £95.7m, down 11% year on year, although our FOB (Free On Board) sales achieved a 24% year on year growth, this reflects the trust and confidence that our partners and customers have in our products and services.  Group turnover in the period following the acqusition of VSL totalled £51.5m.
We have invested in our systems, reinforcing our commitment to staying at the forefront of the industry. These investments have not only enhanced our operational efficiency but have also enabled us to explore new opportunities, positioning us for continued growth in a rapidly changing business environment.
 

Page 1

 
Vogue Sourcing Holdings Ltd
 

Group Strategic Report (continued)
For the Period Ended 31 December 2023

Business review (continued)
 
Revenue
Current period group turnover is split between the two revenue streams; FOB sales of £47m and Manufacture-Led sales of £4m.
The FOB sales have benefitted from the Group successfully diversifying into new areas throughout menswear and non- clothing. Throughout the period, we have witnessed growth in sales and profits across all key departments. This underlines
our ability to adapt the FOB products to the changing market, expand our product offerings, and deliver exceptional value to
our customers.
During the period, we identified that VSL would be losing a key revenue stream due to the discontinuation of a manufacturer led agreement with our key customer. This revenue stream has been an important contributor to our financial
performance, and its loss is not something we take lightly.
•  
Financial Impact: This revenue stream contributed approximately 8% of VSL's total revenue in the calendar year.
 We have conducted a thorough assessment to understand the implications for our overall financial health.
•  
Operational Adjustments: We are evaluating how to best reallocate resources that were previously tied to this
 revenue stream. This may include adjusting our budget, optimising operations, and potentially restructuring certain
 aspects of the business.
Our Response Strategy
We are already taking proactive steps to mitigate the impact of this loss:
•  
New opportunities: We are exploring new opportunities by entering new departments for our current FOB business.
•  
Innovation and Improvement: We are committed to innovating within our existing offerings to better meet market   demands and strengthen our competitive position.
•  
Cost Management: We are reviewing our expenses to identify areas where we can improve efficiency and reduce    costs without compromising our core operations.
Gross profit
Gross profits were £6.5m for the period ended 31 December 2023 and Operating loss totalled £0.07m. Administrative expenses were £6.6m including investment in resources to penetrate new FOB departments for our current customer base.
EBITDA
Group EBITDA (Earnings before Interest, Tax, Depreciation and Amortisation) totalled £0.6m in the period. VSL's EBITDA for the year ended 31 December 2023 totalled £1.6m (2022: £4.7m). The combination of FOB sales growth and forward-looking investment positions us for continued prosperity in the years ahead.
 
Page 2

 
Vogue Sourcing Holdings Ltd
 

Group Strategic Report (continued)
For the Period Ended 31 December 2023

Sourcing and Investment
The Group has invested for the future growth plans. A strong team in the UK and globally is essential for implementing our growth strategy, and we are committed to empowering our employees with the resources and support necessary for their success.
Efficient and strategic sourcing has been pivotal in maintaining our competitive edge. The directors view responsible sourcing as essential to the Group's sustainable growth. We have strengthened our relationships with suppliers and manufacturers that uphold our values of quality, sustainability, and ethical production.
Global Territories
We source across six territories worldwide, each at different stages of development. The varying economic conditions in these regions have a direct impact on our UK-based business. As a UK business, our success is closely tied to the economic health of these diverse markets for sourcing, requiring us to adapt our strategies to each region's unique economic landscape.
Some of the territories have been under significant economic stress, resulting in increased operational costs and tighter profit margins. As a business we have had to reassess our pricing strategies and optimise resource allocation.
Turkey 
In 2023, Turkey's economy faced significant challenges and shifts. The country faced high inflation, reaching rates above 40% driven by unorthodox monetary policies and a depreciating lira during the period. Our Turkey office was a large contributor to our manufacturer led business, which has now stopped. With regards to our FOB business, revenue associated with clothing sourced from this territory has reduced (£7.5m total revenue for the calendar year, in the trading subsdiary VSL, down from£9.5m), with further reductions in revenue predicted in the following financial period.
Morocco
Ongoing investments have been made in 2023 into our Morocco office in which provides a different handwriting (CMT product) for our customer base. This territory operates on a CMT (Cut, Make & Trim) basis compared to FOB which requires more attention due to its complexities around sourcing of materials. We are now achieving necessary sales associated with sourcing product from this territory to sustain future growth. Due to the decline in Turkey, this office has become more important as a short lead offering.
Bangladesh factory unrest 
Bangladesh has seen a wave of factory protests, particularly within the garment industry, which is a crucial sector for the country's economy. These protests are largely driven by demands for higher wages, better working conditions, and the timely payment of salaries and bonuses. As a result of this, a proportion of Vogue Sourcing sales forecasted for November and December 2023 slipped into the following financial year.
 
Page 3

 
Vogue Sourcing Holdings Ltd
 

Group Strategic Report (continued)
For the Period Ended 31 December 2023

Key performance indicators
Our KPI's are essential metrics that guide our decision-making and help us assess our progress towards our strategic objectives. Our directors and senior management team diligently monitor these KPI's on a regular basis to ensure that we stay on course and continue to excel in our industry. 
 Sales Growth - This KPI measures our year-over-year sales performance, offering effective insights into our ability        to increase revenue, expand our current customer base, and capture new market opportunities. It also reflects the 
 business effectiveness in driving sales initiatives and adapting to market trends. Despite overall sales reducing, our
  main revenue-driving division has increased.
 Gross Profit Margin - Our FOB profit margin KPI helps us assess the efficiency of our operations by tracking the 
 percentage of profit earned from our revenue. It reflects our ability to manage costs effectively. The Group 
 achieved a gross profit margin of 12.7% in 2023. 
• 
Customer Satisfaction - This is a crucial KPI, serving as a key indicator of our ability to meet and surpass our
  customers' needs and expectations effectively. The improvement of our customer service is monitored through on-   time delivery which has increased (in the trading subsidiary, VSL, year on year) due to investment in the quality    team. Quality has declined due to wrong factory choice and we are now consolidating the supply base.
• 
Market Share - This KPI examines our share of the market compared to competitors. It allows us to assess our 
 position in the industry and identify opportunities for growth. In 2023, the Group's trading subsidiary (VSL) sold to   54 department of our main customer, an increase of 38% on 2022 (2022: 39 departments).
Future Developments
 
As we look to the future we are conscious to identify the critical priorities that will fuel the business strategy and progress in the coming year. These priorities will play a vital role in shaping our business strategy and directing our initiatives. By dedicating our energy to these key areas, we are set to drive sustained growth, provide outstanding value to our customers, and reinforce our leadership position in the market.
• 
Market Expansion: Continuously seeking new opportunities to develop our presence globally by utilising resource   and expertise overseas. We will continue to pursue new departments within current customers, combined with    attracting new business through our quality driven innovative approach. In 2023, we have expanded into Morocco    for another short lead time territory, and India to bring a different product offering. 
• 
Sourcing Expansion: Investment in IT and infrastructure to enhance our current overseas existence, enabling us to   provide a seamless customer experience. We have also explored new territories that will strengthen our offering to    the customers.
• 
Product Innovation: Staying ahead of fashion trends and introducing new innovative product lines to meet the     evolving needs and preferences of our customers, while maintaining the high-quality standards for which we are    known.
• 
Staff Development: Investing in their growth and development is paramount. In the coming year, we will focus on    several aspects of staff development and implement initiatives that promote a positive workplace culture.

Page 4

 
Vogue Sourcing Holdings Ltd
 

Group Strategic Report (continued)
For the Period Ended 31 December 2023

Cost of Living Crisis
 
As we move forward, it is essential to acknowledge the significant challenges posed by the ongoing cost of living crisis in the UK. The past year has seen unforeseen factors affecting households, creating financial strains for many. We have been closely monitoring the impact on people and their coping mechanisms during these turbulent times.
As we navigate these challenging times, discussions and collaboration are essential. We encourage our employees, shareholders, and partners to share their insights, ideas, and feedback. Together, we can work towards creating a positive impact and supporting those affected by these economic challenges.
We continuously monitor the situation as our customers will amend their pricing strategies based on the current economy. We remain flexible to satisfy partners at various pricing levels. This is an opportunity to become diverse in providing stylish fashion driven products at a variety of prices.
Systems Implementation
 
Enhancing our inhouse systems (UK and Globally) is an important process for our organisation. The aim being to enhance efficiency, streamline operations, and leverage technology for growth.
In the current period we undertook significant enhancements to the systems and infrastructure, focusing on maximising efficiency and optimising output throughout the business. These investments were designed to support our growing operations, enabling us to deliver higher quality results with greater speed and precision.
Protex: We have continued to advance the build and development of Protex throughout the period, considerably enhancing its reporting capabilities across our global operations. This expansion has provided senior management with greater visibility and consistency in our data, ensuring that information is accessible and comparable across all regions.
Principal risks and uncertainties
On a quarterly basis, the board reviews the principal risks and uncertainties facing the Group. These assessments are key in helping us proactively manage potential challenges and make informed strategic decisions. Here are the key risks identified:
Concentration Risk
Our proactive approach to diversification across sectors and supply bases underscores our commitment to mitigating concentration risk. We believe that this strategy positions us well to navigate the intricacies of the business environment and seize new opportunities for growth.
Currency risk
The primary foreign currencies in which the Group has exchange rate fluctuation exposure are the U.S. Dollar. The Group has cash inflows and outflows in these currencies and therefore managed the risk primarily through natural hedging. Currency risk is a significant consideration in our global operations.
Our approach to managing currency risk primarily revolves around natural hedging. Natural hedging involves aligning our foreign currency revenues and expenses in such a way that they naturally offset each other. By doing so, we reduce our exposure to exchange rate fluctuations and minimise potential financial losses.
 
Competition risk
The Group collaboratively works with the highly experienced overseas teams and skilled suppliers to ensure the design team are bringing modern and fashionable products whilst remaining continuously competitive. We value the contributions of every team member and partner involved in this process.

Page 5

 
Vogue Sourcing Holdings Ltd
 

Group Strategic Report (continued)
For the Period Ended 31 December 2023

Principal risks and uncertainties (continued)
 

Financial Instability
The global economic landscape remains uncertain, and financial instability can impact our business. We are focused on maintaining strong financial management, diversifying revenue streams, and identifying opportunities for cost savings.
Talent and Workforce
Attracting and retaining top talent is essential for our success. Talent shortages, skill gaps, and employee well-being are areas of concern. We are working on staff retention, competitive compensation packages, and initiatives to promote a healthy work environment.
Supply chain
 
Disruptions
Global supply chain disruptions continue to pose challenges, impacting the availability of materials, components, and logistics. We are actively working to enhance our supply chain resilience through strategic partnerships, alternative sourcing, and improved supplier relationships. 
Quality
It has been a challenging period for the Group in terms of quality control. Uncharacteristically, we have experienced more quality failures than our internal KPI limit. We believe addressing these issues is crucial to regaining customer trust and improving our sales figures. Focusing on improving fabric & factory sourcing alongside more robust internal processes will improve service to our customers.
Conclusion
 
As we reflect on the first financial period of the Group, it has been marked by significant achievements, robust revenue growth, and the strengthening of vital relationships with our valued customers and suppliers. These accomplishments are a testament to the dedication and hard work of the entire Vogue Sourcing team.
Revenue Growth: Our financial performance this period has seen substantial revenue growth in FOB (in the trading subsidiary VSL), as we expand into new categories and countries that reflects our market strength and the trust our customers place in us.  
Customer and Supplier Relationships: Our commitment to building strong relationships with both our customers and suppliers has yielded remarkable results. These partnerships are the foundation of our success, and we are grateful for the trust and collaboration that define them.
Throughout 2024 and as we trade into 2025, we are confident in our ability to capitalise on new opportunities and maintain our position as a leading player in the sourcing industry. Together, we will continue to reach new heights, overcome challenges, and create a business that inspires.

Page 6

 
Vogue Sourcing Holdings Ltd
 

Group Strategic Report (continued)
For the Period Ended 31 December 2023

Directors' statement of compliance with duty to promote the success of the Group
 
The Directors of the Group, as those of all UK companies, must act in accordance with set of general duties. One of these duties, commonly referred to as the ‘s172 duty’, is ‘to promote the success of the Group’. Part 1 of that duty requires directors to do so ‘for the benefit of its members as a whole’, and in doing so, to have regard to the following six factors:
• the likely consequences of any decisions in the long term;
• the interests of the group's employees;
• the need to foster the group’s business relationships with suppliers, customers and others;
• the impact of the group’s operations on the community and the environment;
• the reputation for a high standard of business conduct; and
• the need to act fairly as between members of the group.
The following paragraphs summarise how Directors fulfil their duties:
Risk Management
Vogue Sourcing continuously seek to increase long-term shareholder value by promoting sustainable growth and resilience in the sourcing practices. This involves reducing risks associated with environmental damage, labour exploitation, and supply chain disruption, which can impact profitability.
For details of other principal risks please see pages 5-6..
Our People
Our employees are our biggest asset. Having people who bring a diverse range of talents and perspectives, and who feel engaged in their roles is of paramount importance to Vogue’s long-term success.
We are making sure that all employees are engaged in building the future of the Group via monthly meetings where performance is reviewed and clear communication on future plans.  We operate thorough induction plans and training for new team members and continuous staff development.
Vogue is investing in wellbeing events for all staff which foster a positive work environment that encourages retention and satisfaction among employees.  Salary sacrifice schemes have been introduced to all employees. We encourage regular feedback and suggestions from our employees and this is to be reviewed and considered at board meetings.
Business Relationships
 
Vogue specializes in sourcing high-quality fashion products and materials for global markets. The Group’s operational success relies heavily on strategic business relationships with key suppliers, and manufacturers. These relationships are central to ensuring supply chain efficiency, product quality, and timely delivery. These business relationships are integral to our Group’s ability to deliver value to stakeholders. While they enhance operational efficiency and market competitiveness, the Group acknowledges and actively manages associated risks to maintain long-term resilience and profitability.
Engagement with customers
Our customers are critical to the ongoing performance of the Group.  Our team builds lasting relationships with current and potential customers, to understand their objectives and requirements. We monitor our customer relationships closely and request feedback on our performance and quality of the product that we design and arrange manufacture of, and quality of the relationship. 
The feedback we receive from our customers feeds into our management decision making and informs our corporate strategy.

Page 7

 
Vogue Sourcing Holdings Ltd
 

Group Strategic Report (continued)
For the Period Ended 31 December 2023

Community and Environment
 
Vogue Sourcing recognizes its responsibility to support the communities where it operates and to minimize its environmental footprint. This commitment is integral to the Groups’s business strategy, fostering long-term sustainability and social impact. The company prioritises the procurement of environmentally friendly materials, such as organic cotton, recycled polyester, and low-impact dyes. We have implemented systems and processes to reduce paper waste in the headquarters. The business supports multiple local charities by donating unwanted clothes, making financial donations and also in national charity days encouraging the employees to take part.  

Stakeholders
 
The board remains focused on ensuring all decisions align with the Group’s strategic goals and values, and in the best interests of the Group and its stakeholders. We continue to drive innovation and sustainability, support employee wellbeing and growth, and reduce our environmental impact. We remain committed to upholding the principles of Section 172(1) as part of our governance framework.


This report was approved by the board and signed on its behalf.


A Mehan
Director

Date: 30 January 2025

Page 8

 
Vogue Sourcing Holdings Ltd
 
 
 
Directors' Report
For the Period Ended 31 December 2023

The directors present their report and the financial statements for the period ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the period, after taxation, amounted to £271,354.

The Directors do not recommend a payment of a final dividend.

Directors

The directors who served during the period were:

A Mehan (appointed 24 April 2023)
R Abrol (appointed 24 April 2023)
J Hartley (appointed 24 April 2023)


Page 9

 
Vogue Sourcing Holdings Ltd
 
 
 
Directors' Report (continued)
For the Period Ended 31 December 2023

Future developments

Market Expansion: Continuously seeking new opportunities to develop our presence globally by utilising resource   and expertise overseas. We will continue to pursue new departments within current customers combined with    attracting new business through our quality driven innovative approach. 
• 
Sourcing Expansion: Investment in IT and infrastructure to enhance our current overseas existence, enabling us to   provide a seamless customer experience. We have also explored new territories that will strengthen our offering to    the customers.
• 
Product Innovation: Staying ahead of fashion trends and introducing new innovative product lines to meet the    evolving needs and preferences of our customers, while maintaining the high-quality standards for which we are    known.
• 
Staff Development: Investing in their growth and development is paramount. In the coming year, we will focus on    several aspects of staff development and implement initiatives that a positive workplace culture.
Our People
2023 witnessed the remarkable quality of our team shining through. Their dedication, resilience, and unwavering commitment have been the driving force behind our successes. As we navigate challenges and embrace opportunities, it is the strength of our team that continues to inspire confidence and drive us forward. Together, we are achieving excellence and continuing to build on our USP. 
We would like to take this opportunity to thank the teams for unwavering dedication and hard work. The commitment and efforts have been instrumental in our success, especially during these challenging times. Together, we will continue to achieve our business goals and set new milestones for our organisation.
Outlook 
As we look ahead, our confidence in the future of our business remains firm. We are confident about the opportunities that lie ahead, and we are committed to building on our successes. With a strong team, a clear vision, and a dedication to excellence, we are poised for continued growth and success. 
We are dedicated to the careful management of our business. Our commitment to prudent financial practices, responsible decision-making, and strategic planning will remain steady. By diligently managing our resources and operations, we aim to ensure the sustained growth and stability of our business.  

Page 10

 
Vogue Sourcing Holdings Ltd
 
 
 
Directors' Report (continued)
For the Period Ended 31 December 2023

Financial instruments

The principal financial instruments utilised by Vogue Sourcing encompass trade debtors, bank balances, bank loans, and trade creditors. These financial instruments play a fundamental role in funding and facilitating the Group's day-to-day operations and financial activities.
The Group's financial instruments are essential tools for managing its financial affairs, supporting operations, and achieving its strategic objectives. Proper management and oversight of these instruments are critical to the Group's financial health and sustainability.
Debtors
The Group maintains strong relationships with all its key clients and has established credit control parameters. We work closely with our clients to agree upon appropriate credit terms, which we diligently manage. This commitment to credit control not only safeguards our financial stability but also fosters trust and transparency in our client relationships. 
Cashflow and liquidity
The objective is to ensure continuity of funding and cash levels sufficient to meet the ongoing needs of the business. The policy is to smooth the cash management of the business and to arrange funding ahead of requirements, should it be needed.
The Group finances its operations by a combination of equity, working capital and a bank loan. The Group undertakes short-term cash forecasting to monitor its expected cash flows against its cash availability and finance facilities. In addition to short-term financial planning, the Group engages in comprehensive longer-term cash forecasting. This essential practice allows us to proactively monitor and assess our expected funding requirements, ensuring alignment with our current business plan.

Research and development activities

At Vogue Sourcing, our dedication to innovation remains unwavering. We are committed to investing in research and development initiatives with the primary goal of adopting new product development. This strategic investment not only drives our competitiveness, but also propels us into the future of our industry. By employing the power of R&D, we aim to create beautiful, stylish products that meet the evolving market demands, exceed customer expectations, and position us as leaders in our field. 

Engagement with suppliers, customers and others

A summary of how the directors have had regard to the need to foster the Group's business relationships with suppliers, customers and others, and the effect of that regard, including on the principal decisions taken by the Group during the financial period, is included in the Strategic Report.

Branches outside the United Kingdom

The Group has liaison offices in Bangladesh, Turkey, Morocco and China.

Page 11

 
Vogue Sourcing Holdings Ltd
 
 
 
Directors' Report (continued)
For the Period Ended 31 December 2023

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group's greenhouse gas emissions and energy consumption are as follows: 


Period ended
31 December
2023

Emissions resulting from activities for which the Group is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)
13.8

Emissions resulting from the purchase of the electricity by the Group for its own use, including the purposes of transport (in tonnes of CO2 equivalent)
1.8

Energy consumed from activities for which the Group is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Group for its own use, including for the purposes of transport, in kWh
68,785

Energy and emissions data have been calculated using the following:
- The Greenhouse Gas Protocol standard
- UK Government’s 2023 GHG conversion factors for company reporting
Includes activities relating to design, sourcing and logistics within the UK where applicable.
The Group has taken measures to improve energy efficiency and reduce energy consumption through various projects including:
-         New printer network to reduce the amount of unnecessary printing and encourage a culture of  'think before we print';  users must enter a code on the printer before any documents are printed.
-           Cycle to work scheme and room share incentives are available.

Intensity Ratio
We have calculated our emissions intensity ratio based on turnover, providing a measure of emissions relative to our economic activity. This will allow us to track year on year improvements and measure the effectiveness of new energy efficiency initiatives.
The intensity ratio of tonnes CO2e per £m sales revenue is 0.3.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Page 12

 
Vogue Sourcing Holdings Ltd
 
 
 
Directors' Report (continued)
For the Period Ended 31 December 2023

Auditors

The auditorsHurst Accountants Limitedwere appointed during the period and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 


A Mehan
Director

Date: 30 January 2025

Page 13

 
Vogue Sourcing Holdings Ltd
 
 
 
Independent Auditors' Report to the Members of Vogue Sourcing Holdings Ltd
 

Opinion


We have audited the financial statements of Vogue Sourcing Holdings Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 14

 
Vogue Sourcing Holdings Ltd
 
 
 
Independent Auditors' Report to the Members of Vogue Sourcing Holdings Ltd (continued)


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 9, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 15

 
Vogue Sourcing Holdings Ltd
 
 
 
Independent Auditors' Report to the Members of Vogue Sourcing Holdings Ltd (continued)


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 an Auditors' 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The engagement partner's assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's:
• Understanding of, and practical experience with audit engagements of a similar nature and complexity through    appropriate training and participation;    
• Knowledge of the industry in which the entity operates;
• Understanding of the legal and regulatory requirements specific to the entity.
Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
• The nature of the industry and sector in which the group operates; the control environment and business  
 performance including key drivers for directors' remuneration, bonus levels and performance targets.
• The outcome of enquiries of management, including whether management was aware of any instances of non-
 compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged 
 fraud. 
• Supporting documentation relating to the Group's policies and procedures for:
    - Identifying, evaluating, and complying with laws and regulations
    - Detecting and responding to the risks of fraud
• The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
• The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the    financial statements and any potential indicators of fraud.
• The legal and regulatory framework in which the Group operates, particularly those laws and regulations which    have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or    which had a fundamental effect on the operations of the Company, including General Data Protection requirements,   and Anti-bribery and Corruption.
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
• Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with    the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
• Discussions with management, including consideration of known or suspected instances of non-compliance with laws  and regulations and fraud.
• Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
• Enquiring of management about any actual and potential litigation and claims.
• Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of    material misstatement due to fraud.

 
Page 16

 
Vogue Sourcing Holdings Ltd
 
 
 
Independent Auditors' Report to the Members of Vogue Sourcing Holdings Ltd (continued)


We have also considered the risk of fraud through management override of controls by:
• Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to    identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or   error.
• Challenging assumptions made by management in their significant accounting estimates, and assessing whether the    judgements made in making accounting estimates are indicative of a potential bias; and
• Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of    business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them.  Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.


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 Auditors' 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 2006Our 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 Auditors' 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.


Anthony Woodings (Senior Statutory Auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
Stockport
Cheshire
SK1 3GG

30 January 2025
Page 17

 
Vogue Sourcing Holdings Ltd
 
 
Consolidated Statement of Comprehensive Income
For the Period Ended 31 December 2023

Period ended
31 December
2023
Note
£

  

Turnover
 4 
51,478,910

Cost of sales
  
(44,940,921)

Gross profit
  
6,537,989

Administrative expenses
  
(6,614,905)

Operating (loss)/profit
 5 
(76,916)

Interest receivable and similar income
 9 
20,000

Interest payable and similar expenses
 10 
(11,814)

(Loss)/profit before taxation
  
(68,730)

Tax on (loss)/profit
 11 
(202,624)

(Loss)/profit for the financial period
  
(271,354)

  

(Loss) for the period attributable to:
  

Owners of the parent Company
  
(271,354)

The notes on pages 24 to 44 form part of these financial statements.

Page 18

 
Vogue Sourcing Holdings Ltd
Registered number: 14823320

Consolidated Balance Sheet
As at 31 December 2023

2023
Note
£

Fixed assets
  

Intangible assets
 12 
7,624,502

Tangible assets
 13 
595,647

  
8,220,149

Current assets
  

Stocks
 15 
943,537

Debtors: amounts falling due within one year
 16 
15,343,144

Cash at bank and in hand
 17 
3,344,394

  
19,631,075

Creditors: amounts falling due within one year
 18 
(14,282,689)

Net current assets
  
 
 
5,348,386

Total assets less current liabilities
  
13,568,535

Provisions for liabilities
  

Deferred taxation
 19 
(143,609)

Net assets
  
13,424,926


Capital and reserves
  

Called up share capital 
 20 
100

Merger reserve
 21 
13,696,180

Profit and loss account
 21 
(271,354)

  
13,424,926


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

A Mehan
J Hartley
Director
Director


Date: 30 January 2025

The notes on pages 24 to 44 form part of these financial statements.

Page 19

 
Vogue Sourcing Holdings Ltd
Registered number: 14823320

Company Balance Sheet
As at 31 December 2023

2023
Note
£

Fixed assets
  

Investments
 14 
16,786,298

Current assets
  

Debtors: amounts falling due within one year
 16 
2

  
2

Creditors: amounts falling due within one year
 18 
(3,090,265)

Net current (liabilities)/assets
  
 
 
(3,090,263)

Total assets less current liabilities
  
13,696,035

  

  

Net assets
  
13,696,035


Capital and reserves
  

Called up share capital 
 20 
100

Merger reserve
 21 
13,696,180

Loss/(profit) for the period
  
(245)

Profit and loss account carried forward
  
(245)

  
13,696,035


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

A Mehan
J Hartley
Director
Director


Date: 30 January 2025

The notes on pages 24 to 44 form part of these financial statements.

Page 20

 
Vogue Sourcing Holdings Ltd
 

Consolidated Statement of Changes in Equity
For the Period Ended 31 December 2023


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Loss for the period
-
-
(271,354)
(271,354)
Total comprehensive deficit for the period
-
-
(271,354)
(271,354)

Shares issued during the period
100
-
-
100

Merger reserve
-
13,696,180
-
13,696,180


At 31 December 2023
100
13,696,180
(271,354)
13,424,926

The notes on pages 24 to 44 form part of these financial statements.


Company Statement of Changes in Equity
For the Period Ended 31 December 2023


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Loss for the period
-
-
(245)
(245)
Total comprehensive income for the period
-
-
(245)
(245)

Shares issued during the period
100
-
-
100

Merger reserve
-
13,696,180
-
13,696,180


At 31 December 2023
100
13,696,180
(245)
13,696,035

The notes on pages 24 to 44 form part of these financial statements.

Page 21

 
Vogue Sourcing Holdings Ltd
 

Consolidated Statement of Cash Flows
For the Period Ended 31 December 2023

2023
£

Cash flows from operating activities

Loss for the financial period
(271,354)

Adjustments for:

Amortisation of intangible assets
446,679

Depreciation of tangible assets
227,780

Interest paid
11,814

Interest received
(20,000)

Taxation charge
202,624

Decrease in stocks
1,559,357

Decrease in debtors
2,879,267

Decrease in creditors
(415,430)

Corporation tax paid
(1,322,749)

Net cash generated from operating activities

3,297,988


Cash flows from investing activities

Purchase of tangible fixed assets
(36,988)

Purchase of fixed asset investments
(3,090,020)

Interest received
20,000

Cash acquired on acquisition
5,963,073

Loans to related companies
(1,740,072)

Loan to director
(763,833)

Net cash from investing activities

352,160

Cash flows from financing activities

Repayment of bank loans
(290,841)

Interest paid
(14,913)

Net cash used in financing activities
(305,754)

Net increase in cash and cash equivalents
3,344,394

Cash and cash equivalents at the end of period
3,344,394


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
3,344,394

3,344,394


The notes on pages 24 to 44 form part of these financial statements.

Page 22

 
Vogue Sourcing Holdings Ltd
 

Consolidated Analysis of Net Debt
For the Period Ended 31 December 2023



Cash flows
At 31 December 2023
£

£

Cash at bank and in hand

3,344,394

3,344,394


3,344,394
3,344,394

The notes on pages 24 to 44 form part of these financial statements.

Page 23

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

1.


General information

Vogue Sourcing Holdings Limited is a private company limited by shares and incorporated in England and Wales. The address of the registered office and the principal place of business is 3rd Floor, Oakland House, Talbot Road, Old Trafford, Manchester, M16 0PQ. The company number is 14823320. 
The Company was incorporated on 24 April 2023 and the nature of the Group's operations and its principal activity is to design, source and sell clothing in the fashion sector B2B.
The Company acquired 100% of the share capital of Vogue Sourcing Limited on 12 June 2023.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The reporting period is from incorporation on 24 April 2023 to 31 December 2023.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

Parent Company disclosure exemptions

In preparing the separate financial statements of the parent Company, advantage has been taken of the following disclosure exemptions available in FRS 102:
No Statement of Cash Flows has been presented for the parent Company;
No disclosures have been given for the aggregate remuneration of the key management personnel of the parent Company as their remuneration is included in the totals for the Company as a whole.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 24

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

2.Accounting policies (continued)

 
2.3

Foreign currency translation

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated statement of comprehensive income.
Foreign exchange gains and losses are presented in the Consolidated statement of comprehensive income within 'administrative expenses'.

Page 25

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group 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 Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Vogue Sourcing Limited, the trading company within the group, sells goods under Free on Board ('FOB') terms or under Manufacturer-led contracts with retailers. 
FOB sales 
Under these terms, the Company clears the goods for export and ensures that are delivered to and loaded onto the vessel for transport at the named port of departure. The Company recognises revenue at the point when the goods are loaded onto the transport vessel at the point of departure, which is the point at which the buyer takes over risk and costs.
Manufacturer led sales 
The Company has manufacturer-led contracts with specific retailers, and in substance, acts as 'Principal' in such arrangements. The Company sets the 'Selling price' for which goods are sold for in-store and online, and recognises revenue based on the Selling price of each item sold. Revenue is recognised at the point at which the goods are sold in-store or delivered by retailers to the end consumer, taking into account that products despatched but then subsequently returned by consumers to retailers are not considered to be sold. The Company has inventory risk before or after the customer purchase, during shipping or on return.
Under the terms of the contracts, the retailers are entitled to commission as a percentage of the price for which the associated products are sold for. Commission is accounted for as an expense within Cost of Sales. 

 
2.5

Operating leases: the Group as lessee

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, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 26

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

2.Accounting policies (continued)

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

 
2.9

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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 and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 27

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

2.Accounting policies (continued)

 
2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.11

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery
-
25%
Fixtures and fittings
-
25%
Office equipment
-
25%
Computer equipment
-
25%

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.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 28

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

2.Accounting policies (continued)

 
2.13

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. 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 is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.18

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured
Page 29

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

2.Accounting policies (continued)


2.18
Financial instruments (continued)

at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 30

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

2.Accounting policies (continued)

 
2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions.
The directors believe that judgements, estimates and assumptions do not have a significant risk of causing a material difference to the carrying amount of the assets and liabilities within the next financial year.


4.


Turnover

An analysis of turnover by class of business is as follows:


Period ended
31 December
2023
£

FOB sales turnover
47,262,965

Manufacture led sales turnover
4,215,945

51,478,910


Analysis of turnover by country of destination:

Period ended
31 December
2023
£

United Kingdom
50,787,063

Rest of the world
691,847

51,478,910


Page 31

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

5.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

Period ended
31 December
2023
£

Exchange differences
421,642

Other operating lease rentals
403,352


6.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors:


Period ended
31 December
2023
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
48,300

Fees payable to the Company's auditors in respect of:

Taxation compliance services
3,100

Page 32

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Company
2023
2023
£
£


Wages and salaries
2,594,695
-

Social security costs
387,037
-

Cost of defined contribution scheme
48,923
-

3,030,655
-


Liason office staff costs are classified within Staff costs. 

The average monthly number of employees, including the directors, during the period was as follows:



Group
Company
     Period ended
     31 December
     Period ended
     31 December
        2023
        2023
            No.
            No.







Administrative staff
66
-



Liaison office staff
93
-



Directors
3
3

162
3

Page 33

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

8.


Directors' remuneration

Period ended
31 December
2023
£

Directors' emoluments
630,262

Group contributions to defined contribution pension schemes
15,468

645,730


During the period retirement benefits were accruing to 3 directors in respect of defined contribution pension schemes.

The highest paid director received remuneration of £304,368.

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £7,954.


9.


Interest receivable

Period ended
31 December
2023
£


Other interest receivable
20,000


10.


Interest payable and similar expenses

Period ended
31 December
2023
£


Bank interest payable
11,814

Page 34

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

11.


Taxation


Period ended
31 December
2023
£

Corporation tax


Current tax on profits for the period
192,162


Total current tax
192,162

Deferred tax


Origination and reversal of timing differences
10,462

Total deferred tax
10,462


Tax on (loss)/profit
202,624

Factors affecting tax charge for the period

The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 25%. The differences are explained below:

Period ended
31 December
2023
£


(Loss)/profit on ordinary activities before tax
(68,730)


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
(17,183)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
111,670

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
39,836

Capital allowances for period in excess of depreciation
28,862

Other differences leading to an increase (decrease) in the tax charge
39,439

Total tax charge for the period
202,624


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 35

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

12.


Intangible assets

Group




Goodwill

£



Cost


Additions
8,071,181



At 31 December 2023

8,071,181



Amortisation


Charge for the period
446,679



At 31 December 2023

446,679



Net book value



At 31 December 2023
7,624,502

Goodwill arising in the period relates to the acquisition of Vogue Sourcing Limited by Vogue Sourcing Holdings Limited on 12 June 2023. As part of this transaction, goodwill of £8,071,181 was recognised. Further details regarding the acquisition, including consideration and identifiable net assets acquired, are disclosed in Note 22 – Business Combinations.
 
Management considers the goodwill to have a useful life of 10 years, over which it will be amortised in line with the Group’s accounting policy.



Page 36

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

13.


Tangible fixed assets

Group






Plant and machinery
Fixtures and fittings
Office equipment
Computer equipment
Total

£
£
£
£
£



Cost or valuation


Additions
-
6,422
9,951
20,615
36,988


Acquisition of subsidiary
38,027
414,696
188,125
145,591
786,439



At 31 December 2023

38,027
421,118
198,076
166,206
823,427



Depreciation


Charge for the period on owned assets
-
127,703
71,460
28,617
227,780



At 31 December 2023

-
127,703
71,460
28,617
227,780



Net book value



At 31 December 2023
38,027
293,415
126,616
137,589
595,647


14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
16,786,298



At 31 December 2023
16,786,298




Page 37

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Vogue Sourcing Limited
3rd Floor, Oakland House, Talbot Road, Old Trafford, Manchester, M16 0PQ
Designing and sourcing of clothing
Ordinary
100%


15.


Stocks

Group
2023
£

Finished goods and goods for resale
943,537


The carrying value of stocks is stated net of impairment losses totalling £125,427. Impairment losses totalling £74,403 were recognised in profit and loss.

Page 38

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

16.


Debtors

Group
Company
2023
2023
£
£


Trade debtors
8,167,767
-

Other debtors
6,124,587
-

Called up share capital not paid
2
2

Prepayments and accrued income
897,737
-

Tax recoverable
153,051
-

15,343,144
2



17.


Cash and cash equivalents

Group
Company
2023
2023
£
£

Cash at bank and in hand
3,344,394
-



18.


Creditors: Amounts falling due within one year

Group
Company
2023
2023
£
£

Trade creditors
11,916,499
-

Amounts owed to group undertakings
-
3,090,265

Other taxation and social security
261,537
-

Other creditors
1,266
-

Accruals and deferred income
2,103,387
-

14,282,689
3,090,265


Page 39

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

19.


Deferred taxation


Group



2023


£






Charged to profit or loss
(10,462)


Arising on business combinations
(133,147)



At end of year
(143,609)

The deferred taxation balance is made up as follows:

Group
2023
£

Accelerated capital allowances
(143,609)


20.


Share capital

2023
£
Allotted, called up and fully paid


100 Ordinary shares of £1.00 each
100


100 Ordinary shares were issued during the period each with a nominal value of £1.  


21.


Reserves

Merger Reserve

A merger reserve arose on a business combination that was accounted for as a merger in accordance with UK GAAP.

Profit and loss account

Includes the retained profit and losses of Vogue Sourcing Holdings Limited as well as the net assets of Vogue Sourcing Limited since it's acquisition on 12/06/2023.

Page 40

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

22.
 

Business combinations

On 12 June 2023, the Company acquired the entire share capital of Vogue Sourcing Limited. 

Acquisition of Vogue Sourcing Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
786,439
-
786,439

786,439
-
786,439

Current Assets

Stocks
2,502,894
-
2,502,894

Debtors
15,218,500
-
15,218,500

Cash at bank and in hand
5,963,073
-
5,963,073

Total Assets
24,470,906
-
24,470,906

Creditors

Due within one year
(15,622,641)
-
(15,622,641)

Deferred taxation
(133,147)
-
(133,147)

Total Identifiable net assets
8,715,118
-
8,715,118


Goodwill
8,071,181

Total purchase consideration
16,786,299

Consideration

£


Cash
3,006,500

Equity instruments
13,696,278

Directly attributable costs
83,521

Total purchase consideration
16,786,299

Page 41

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

22.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
3,006,500

Directly attributable costs
83,521

3,090,021

Less: Cash and cash equivalents acquired
(5,963,073)

Net cash inflow on acquisition
(2,873,052)

The results of Vogue Sourcing Limited since acquisition are as follows:

Current period since acquisition
£

Turnover
51,478,910

Profit for the period since acquisition
175,577


23.


Contingent liabilities

The Group has contingent liabilities totalling £4,536,850 at 31 December 2023, in relation to letters of credit.


24.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £46,875. Contributions totalling £1,266 were payable to the fund at the balance sheet date and are included in creditors.


25.


Commitments under operating leases

At 31 December 2023 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
2023
£

Not later than 1 year
134,744

Later than 1 year and not later than 5 years
21,439

156,183

Page 42

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

26.


Transactions with directors

For the period ended 31 December 2023, the directors entered into the following advances and credits with the company: 

Balances acquired on acquisition
Advances /(credits) to the directors
Repayments
Balance o/standing
        £
        £
        £
        £

Director 1

20,500

1,590,605

(847,272)
 
763,833
 
Director 2

-

93,942

(93,942)
 
-
 
Director 3

-

-

-
 
-
 
Director 4

2,500

(2,500)

-
 
-
 

23,000

1,682,047

(941,214)
 
763,833
 


27.


Related party transactions

In preparing these financial statements, the directors have taken advantage of the exemptions available under section 33 paragraph 1A of the Financial Reporting Standard 102, and have not disclosed transactions entered into between wholly owned group undertakings.
During the year, the Group entered into transactions with parties controlled by the controlling party or by close members of the controlling shareholders' family. Transactions entered into with these parties during the period, and balances outstanding at 31 December 2023, were as follows:


2023
£

Purchases
34,119
Creditor
(60,729)
Interest receivable
20,000
Debtors
6,130,899

Related party loan
Loans to entities controlled by directors totalling £4,938,288 are included within Other debtors at 31 December 2023 (and within Debtors shown in the table above), of which £4,378,288 of these loans are interest-free and repayable on demand. A £560,000 loan had an interest rate of 7% per annum and £20,000 interest was accrued at the reporting date - this loan was due to be repaid on 31 December 2023 and was ultimately repaid in January 2024.
Key management personnel compensation
Key management personnel includes those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including directors. Amounts paid to key management remuneration during the period totalled £763,932.

Page 43

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

28.


Controlling party

The ultimate controlling party is A Mehan. 

Page 44