Caseware UK (AP4) 2024.0.164 2024.0.164 2024-04-282024-04-282024-04-282867820No description of principal activityfalsefalse2023-05-01false00false 04225618 2023-05-01 2024-04-28 04225618 2022-05-01 2023-04-30 04225618 2024-04-28 04225618 2023-04-30 04225618 2022-05-01 04225618 c:Director1 2023-05-01 2024-04-28 04225618 c:Director2 2023-05-01 2024-04-28 04225618 c:RegisteredOffice 2023-05-01 2024-04-28 04225618 d:Buildings d:LongLeaseholdAssets 2023-05-01 2024-04-28 04225618 d:FurnitureFittings 2023-05-01 2024-04-28 04225618 d:ComputerEquipment 2023-05-01 2024-04-28 04225618 d:CurrentFinancialInstruments 2024-04-28 04225618 d:CurrentFinancialInstruments 2023-04-30 04225618 d:CurrentFinancialInstruments 1 2024-04-28 04225618 d:CurrentFinancialInstruments 1 2023-04-30 04225618 d:Non-currentFinancialInstruments 2024-04-28 04225618 d:Non-currentFinancialInstruments 2023-04-30 04225618 d:CurrentFinancialInstruments d:WithinOneYear 2024-04-28 04225618 d:CurrentFinancialInstruments d:WithinOneYear 2023-04-30 04225618 d:Non-currentFinancialInstruments d:AfterOneYear 2024-04-28 04225618 d:Non-currentFinancialInstruments d:AfterOneYear 2023-04-30 04225618 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2024-04-28 04225618 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2023-04-30 04225618 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2024-04-28 04225618 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2023-04-30 04225618 d:ShareCapital 2023-05-01 2024-04-28 04225618 d:ShareCapital 2024-04-28 04225618 d:ShareCapital 2022-05-01 2023-04-30 04225618 d:ShareCapital 2023-04-30 04225618 d:ShareCapital 2022-05-01 04225618 d:SharePremium 2023-05-01 2024-04-28 04225618 d:SharePremium 2024-04-28 04225618 d:SharePremium 2022-05-01 2023-04-30 04225618 d:SharePremium 2023-04-30 04225618 d:SharePremium 2022-05-01 04225618 d:RetainedEarningsAccumulatedLosses 2023-05-01 2024-04-28 04225618 d:RetainedEarningsAccumulatedLosses 2024-04-28 04225618 d:RetainedEarningsAccumulatedLosses 2022-05-01 2023-04-30 04225618 d:RetainedEarningsAccumulatedLosses 2023-04-30 04225618 d:RetainedEarningsAccumulatedLosses 2022-05-01 04225618 c:OrdinaryShareClass1 2023-05-01 2024-04-28 04225618 c:OrdinaryShareClass1 2024-04-28 04225618 c:OrdinaryShareClass1 2023-04-30 04225618 c:FRS102 2023-05-01 2024-04-28 04225618 c:Audited 2023-05-01 2024-04-28 04225618 c:FullAccounts 2023-05-01 2024-04-28 04225618 c:PrivateLimitedCompanyLtd 2023-05-01 2024-04-28 04225618 d:UltimateParent 2023-05-01 2024-04-28 04225618 d:UltimateParent 2024-04-28 04225618 d:Subsidiary1 2023-05-01 2024-04-28 04225618 d:Subsidiary1 1 2023-05-01 2024-04-28 04225618 d:Subsidiary2 2023-05-01 2024-04-28 04225618 d:Subsidiary2 1 2023-05-01 2024-04-28 04225618 d:Subsidiary3 2023-05-01 2024-04-28 04225618 d:Subsidiary3 1 2023-05-01 2024-04-28 04225618 d:Subsidiary4 2023-05-01 2024-04-28 04225618 d:Subsidiary4 1 2023-05-01 2024-04-28 04225618 d:Subsidiary5 2023-05-01 2024-04-28 04225618 d:Subsidiary5 1 2023-05-01 2024-04-28 04225618 d:Subsidiary6 2023-05-01 2024-04-28 04225618 d:Subsidiary6 1 2023-05-01 2024-04-28 04225618 d:Subsidiary7 2023-05-01 2024-04-28 04225618 d:Subsidiary7 1 2023-05-01 2024-04-28 04225618 d:Subsidiary8 2023-05-01 2024-04-28 04225618 d:Subsidiary8 1 2023-05-01 2024-04-28 04225618 d:Subsidiary9 2023-05-01 2024-04-28 04225618 d:Subsidiary9 1 2023-05-01 2024-04-28 04225618 d:Subsidiary10 2023-05-01 2024-04-28 04225618 d:Subsidiary10 1 2023-05-01 2024-04-28 04225618 d:Subsidiary11 2023-05-01 2024-04-28 04225618 d:Subsidiary11 1 2023-05-01 2024-04-28 04225618 d:Subsidiary12 2023-05-01 2024-04-28 04225618 d:Subsidiary12 1 2023-05-01 2024-04-28 04225618 d:Subsidiary13 2023-05-01 2024-04-28 04225618 d:Subsidiary13 1 2023-05-01 2024-04-28 04225618 d:Subsidiary14 2023-05-01 2024-04-28 04225618 d:Subsidiary14 1 2023-05-01 2024-04-28 04225618 d:Subsidiary15 2023-05-01 2024-04-28 04225618 d:Subsidiary15 1 2023-05-01 2024-04-28 04225618 d:Subsidiary16 2023-05-01 2024-04-28 04225618 d:Subsidiary16 1 2023-05-01 2024-04-28 04225618 d:Subsidiary17 2023-05-01 2024-04-28 04225618 d:Subsidiary17 1 2023-05-01 2024-04-28 04225618 d:Subsidiary18 2023-05-01 2024-04-28 04225618 d:Subsidiary18 1 2023-05-01 2024-04-28 04225618 d:Subsidiary19 2023-05-01 2024-04-28 04225618 d:Subsidiary19 1 2023-05-01 2024-04-28 04225618 d:Subsidiary20 2023-05-01 2024-04-28 04225618 d:Subsidiary20 1 2023-05-01 2024-04-28 04225618 d:Subsidiary21 2023-05-01 2024-04-28 04225618 d:Subsidiary21 1 2023-05-01 2024-04-28 04225618 c:Consolidated 2024-04-28 04225618 c:ConsolidatedGroupCompanyAccounts 2023-05-01 2024-04-28 04225618 2 2023-05-01 2024-04-28 04225618 4 2023-05-01 2024-04-28 04225618 6 2023-05-01 2024-04-28 04225618 f:PoundSterling 2023-05-01 2024-04-28 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 04225618









FOUR (HOLDINGS) LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 28 APRIL 2024

 
FOUR (HOLDINGS) LIMITED
 
 
COMPANY INFORMATION


Directors
B C Banks 
C A Williams 




Registered number
04225618



Registered office
6-10 Market Road

London

N7 9PW




Independent auditors
Hillier Hopkins LLP
Chartered Accountants & Statutory Auditor

Ground Floor

45 Pall Mall

London

SW1Y 5JG





 
FOUR (HOLDINGS) LIMITED
 

CONTENTS



Page
Group Strategic Report
 
 
1 - 4
Directors' Report
 
 
5 - 8
Independent Auditors' Report
 
 
9 - 12
Consolidated Statement of Comprehensive Income
 
 
13
Consolidated Balance Sheet
 
 
14 - 15
Company Balance Sheet
 
 
16
Consolidated Statement of Changes in Equity
 
 
17 - 18
Company Statement of Changes in Equity
 
 
19
Consolidated Statement of Cash Flows
 
 
20 - 21
Consolidated Analysis of Net Debt
 
 
22
Notes to the Financial Statements
 
 
23 - 45


 
FOUR (HOLDINGS) LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 28 APRIL 2024

Introduction
 
The directors present the strategic report for the period ended 28 April 2024.

Business review
 
The group operates in the luxury fashion and retail sector, with the majority of its operations focused in the UK. The sector has been impacted by reduced consumer spending due to inflationary pressures, which have increased the cost of living and adversely affected demand for luxury products. Despite these challenges, the group has experienced growth in specific brands and international operations, particularly with Agent Provocateur. During the financial year, the group fully acquired PG2019 Limited, the company which owns the brand Pretty Green. 
Turnover for the period is £121.8m vs £153.4m for the previous period, reflecting a reduction in wholesale revenue in the UK and reduction in scale of some ancillary business units, offset by growth in specific brands and the international operations of the Agent Provocateur and Pretty Green business.
Profit before tax for the period was £10.4m vs £22.6m in prior period, reflecting overall reduced trading offset with specific impact of sale & rationalisation transactions in the year.

Principal risks and uncertainties
 
The following are seen as key risks and uncertainties to the group :
 
Changes in the global economic and luxury retail environment. 
 
Impact of changes in cross border trading, in particular impact of changes between the EU & UK and US & UK. This is partially mitigated by the use of logistics partners & facilities in those territories. 
 
Foreign exchange movements, due to e-commerce sales and stock supplies being in foreign currencies. It is thought that the risk is mitigated to a large extent as a result of natural hedging arising from currency income from non-UK operations being set off against overseas stock purchases transacted in non-GBP currencies.
 
One of the main element of the group’s business is holding the rights to market and develop brands, and consequently one of the most significant risks would be the non renewal of certain rights.

Page 1

 
FOUR (HOLDINGS) LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 APRIL 2024

Financial key performance indicators
 
ole096f.png

Other key performance indicators
 
ole6ab8.png
Controls are in place to monitor turnover & KPls on an ongoing basis. These KPls are standard measures reflecting the overall financial and non-financial perfornance of the business and accordingly management considers these appropriate to monitor and report at board level.
Development and performance
The group aims to boost its sales through 2024/2025 by launching exceptional collections, while simultaneously maintaining strict cost control measures.
Position of the group at the period end
The directors believe that the group is well positioned to continue to deal with the ongoing uncertain climate and take advantage of opportunities as they arise.

Directors' statement of compliance with duty to promote the success of the Group
 
The Companies Act 2006 s172 Director’s Duty is to “promote the success of the group for the benefit of its members as a whole”, whilst having regard to other stakeholder interests. The Duty emphasises that Boards must consider the wider impact of their decisions, rather than just the financial and strategic elements. The Board should create a culture whereby the long- term consequences of its actions and the long-term success of the group are given due consideration.
 
Page 2

 
FOUR (HOLDINGS) LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 APRIL 2024

The Board takes care to consider the interests of all stakeholders when deciding on courses of action, but it also recognises that the result will not always be a positive one for all stakeholder groups. The Board takes into consideration the strategy, purpose, values and culture of the business when making its decisions. During the year, the Board has made decisions based on Board papers, presentations from senior executives, discussions with external bodies, and other reports. Stakeholders vary depending on the decisions under discussion, and the Board’s aim is to regularly review its stakeholders to ensure that they are all given due consideration.
The following statement, and references in the Strategic Report, show how the Board has applied s172 requirements to its decision making throughout the year.
a. the likely consequences of any decision in the long-term
When making key strategic decisions, the Board takes into consideration the strategy, purpose, values and culture of the group. The Board is focused on the sustainability of the group and is mindful of the impact the decisions may have on this objective. For each matter, it also considers the likely consequences of any decision in the long term, identifying stakeholders who may be affected and carefully considering their interests and any potential impact the decision making process may have.
Principal Decisions / Steps
Under an ongoing programme to simplify the business of the group, several non performing business units have been rationalised in the year and central overhead has been reduced accordingly.
b. The interests of the Group’s employees
Our relationship with our employees is paramount. The group is actively aiming to develop and promote employees internally to senior roles vs external hires where this is appropriate to provide meaningful career development within the group.
Principal Decisions / Steps
The group has promoted and elevated employees in to key roles where appropriate, continuing to develop internal talent.
c. The need to foster the Group’s business relationships with suppliers, customers and others
The group aims to develop and maintain mutually beneficial business relationships with all our customers, suppliers and government agencies and other stakeholders.
Principal Decisions / Steps
The group holds regular meetings with key suppliers and brands to ensure smooth running of these relationships.
d. The impact of the Group’s operations on the community and the environment
The board is mindful of the impact of operations on the community and wider environment.
Principal Decisions / Steps
The group continuously reviews opportunities to improve the efficiency and impact of the group, including implementation of measures to movement of product between locations and delivery by sea freight rather than air freight where possible.
e. The desirability of the Group maintaining a reputation for high standards of business conduct
At all times we endeavour to meet our Corporate Governance obligations and work to high standards of good business conduct. The group complies with all relevant legislation and engages with relevant authorities on a transparent basis where required.
f. The need to act fairly as between members of the Group
All members of the group hold ordinary shares which attach the same rights and benefits.

Page 3

 
FOUR (HOLDINGS) LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 APRIL 2024


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



B C Banks
Director

Date: 30 January 2025

Page 4

 
FOUR (HOLDINGS) LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 28 APRIL 2024

The directors present their report and the financial statements for the period ended 28 April 2024.

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 profit for the period, after taxation, amounted to £9,415,884 (2023 - £20,462,245).

No dividends were declared in the year (2023 - £nil).

Directors

The directors who served during the period were:

B C Banks 
C A Williams 

Future developments

Future developments are set out in the Strategic Report.

Engagement with employees

Information about engagement with employees is set out in the Strategic Report.

Page 5

 
FOUR (HOLDINGS) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 APRIL 2024

Engagement with suppliers, customers and others

Information about engagement with suppliers, customers and others is set out in the Strategic Report.

Greenhouse gas emissions, energy consumption and energy efficiency action

The UK Government's Streamlined Energy and Carbon Reporting (SECR) policy was implemented on 1 April 2019. The table below represents the company's energy use and associated greenhouse gas (GHG) emissions from electricity and fuel in the UK for the period ended 28 April 2024. 

Quantification and reporting methodology
We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.
We have used the following data sources for the report :
- Energy Data - energy supplier billing data
- Transport data - company mileage records & estimated usage
CO2e emissions have been calculated using the 2024 UK Government conversion Factors for company reporting.
Intensity measurement
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £m of sales, the recommended ratio for the sector.
Measures taken to improve energy efficiency
- A periodic review of energy bills and usage is undertaken with a view to ensuring the energy usage in the HQ building remains at an appropriate level.
- As a general policy travel has been limited in favour of remote calls where commercially viable.
- Company owned vehicles have been phased out in 2022/23.

Page 6

 
FOUR (HOLDINGS) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 APRIL 2024

ole4997.png

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.

Page 7

 
FOUR (HOLDINGS) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 APRIL 2024

Post balance sheet events

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

Auditors

The auditorsHillier Hopkins LLPwill 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.
 





B C Banks
Director

Date: 30 January 2025

Page 8

 
FOUR (HOLDINGS) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FOUR (HOLDINGS) LIMITED
 

Opinion


We have audited the financial statements of Four (Holdings) Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 28 April 2024, 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 28 April 2024 and of the Group's profit 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.


Page 9

 
FOUR (HOLDINGS) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FOUR (HOLDINGS) LIMITED (CONTINUED)


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.


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.


Page 10

 
FOUR (HOLDINGS) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FOUR (HOLDINGS) LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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.


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 nature of the industry and sector, control environment and business performance including the remuneration incentives and pressures of key management;

the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. We consider the results of our enquiries of management about their own identification and assessment of the risks of irregularities;

any matters we identified having obtained and reviewed the Group’s documentation of their policies and procedures relating to:
°identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
°detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
°the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. 
 
Page 11

 
FOUR (HOLDINGS) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FOUR (HOLDINGS) LIMITED (CONTINUED)



We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and relevant tax legislation.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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.





Jonathan Franks FCA (Senior Statutory Auditor)
  
for and on behalf of
Hillier Hopkins LLP
 
Chartered Accountants
Statutory Auditor
  
Ground Floor
45 Pall Mall
London
SW1Y 5JG

30 January 2025
Page 12

 
FOUR (HOLDINGS) LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 28 APRIL 2024

2024
2023
Note
£
£

  

Turnover
  
121,283,875
153,365,370

Cost of sales
  
(78,805,853)
(111,920,326)

Gross profit
  
42,478,022
41,445,044

Distribution costs
  
(2,735,432)
(1,165,931)

Administrative expenses
  
(28,482,089)
(31,940,666)

Exceptional items
 13 
(425,065)
348,968

Other operating income
 5 
700,776
3,556,402

Administrative expenses (exceptional)
 13 
2,064,784
7,121,041

Operating profit
  
13,600,996
19,364,858

Amounts written off investments
  
(138,750)
(1,250)

Fair value movements
  
528,482
254,793

Interest receivable and similar income
 10 
8,219
1,416,672

Interest payable and similar expenses
 11 
(2,468,503)
(2,454,415)

Profit/(loss) on disposal of operations
  
(939,762)
3,989,333

Profit before taxation
  
10,590,682
22,569,991

Tax on profit
 12 
(1,174,798)
(2,288,494)

Profit for the financial period
  
9,415,884
20,281,497

  

Currency translation differences
  
30,404
(557,725)

Other comprehensive income/(costs) for the period
  
30,404
(557,725)

Total comprehensive income for the period
  
9,446,288
19,723,772

Profit for the period attributable to:
  

Non-controlling interests
  
-
(180,748)

Owners of the parent Company
  
9,415,884
20,462,245

  
9,415,884
20,281,497

Total comprehensive income for the period attributable to:
  

Non-controlling interest
  
-
(180,748)

Owners of the parent Company
  
9,446,288
19,904,520

  
9,446,288
19,723,772
The notes on pages 23 to 45 form part of these financial statements.

Page 13

 
FOUR (HOLDINGS) LIMITED
REGISTERED NUMBER: 04225618

CONSOLIDATED BALANCE SHEET
AS AT 28 APRIL 2024

28 April
30 April
2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 15 
4,662,750
5,444,351

  
4,662,750
5,444,351

Current assets
  

Stocks
 17 
10,993,708
12,662,978

Debtors: amounts falling due within one year
 18 
23,598,713
22,690,251

Cash at bank and in hand
 19 
6,167,155
11,478,097

  
40,759,576
46,831,326

Creditors: amounts falling due within one year
 20 
(17,046,730)
(24,739,079)

Net current assets
  
 
 
23,712,846
 
 
22,092,247

Total assets less current liabilities
  
28,375,596
27,536,598

Creditors: amounts falling due after more than one year
 21 
(22,500,000)
(30,000,000)

Provisions for liabilities
  

Deferred taxation
 24 
-
(323,701)

Other provisions
 25 
(2,514,954)
(4,001,972)

  
 
 
(2,514,954)
 
 
(4,325,673)

Net assets/(liabilities)
  
3,360,642
(6,789,075)


Capital and reserves
  

Called up share capital 
 26 
1,129
1,129

Share premium account
 27 
442
442

Profit and loss account
 27 
3,359,071
(6,087,217)

Equity attributable to owners of the parent Company
  
3,360,642
(6,085,646)

Non-controlling interests
  
-
(703,429)

  
3,360,642
(6,789,075)


Page 14

 
FOUR (HOLDINGS) LIMITED
REGISTERED NUMBER: 04225618
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 28 APRIL 2024

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




B C Banks
Director

Date: 30 January 2025

The notes on pages 23 to 45 form part of these financial statements.

Page 15

 
FOUR (HOLDINGS) LIMITED
REGISTERED NUMBER: 04225618

COMPANY BALANCE SHEET
AS AT 28 APRIL 2024

28 April
30 April
2024
2023
Note
£
£

Fixed assets
  

Investments
 16 
6,106
7,310

  
6,106
7,310

Current assets
  

Debtors: amounts falling due within one year
 18 
584
152,037

Cash at bank and in hand
  
-
96

  
584
152,133

Creditors: amounts falling due within one year
 20 
(41,369,928)
(38,916,813)

Net current liabilities
  
 
 
(41,369,344)
 
 
(38,764,680)

Total assets less current liabilities
  
(41,363,238)
(38,757,370)

  

Creditors: amounts falling due after more than one year
 21 
(22,500,000)
(30,000,000)

  

Net liabilities
  
(63,863,238)
(68,757,370)


Capital and reserves
  

Called up share capital 
 26 
1,129
1,129

Share premium account
 27 
442
442

Profit and loss account brought forward
  
(68,758,941)
(68,055,868)

Profit/(loss) for the period
  
4,894,132
(703,073)

Profit and loss account carried forward
  
(63,864,809)
(68,758,941)

  
(63,863,238)
(68,757,370)


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


B C Banks
Director

Date: 30 January 2025

The notes on pages 23 to 45 form part of these financial statements.

Page 16
 

 
FOUR (HOLDINGS) LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 28 APRIL 2024



Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£


At 1 May 2023
1,129
442
(6,087,217)
(6,085,646)
(703,429)
(6,789,075)



Comprehensive income for the period


Profit for the period

-
-
9,415,884
9,415,884
-
9,415,884


Currency translation differences
-
-
30,404
30,404
-
30,404



Other comprehensive income for the period
-
-
30,404
30,404
-
30,404



Total comprehensive income for the period
-
-
9,446,288
9,446,288
-
9,446,288



Contributions by and distributions to owners


Acquisition from non-controlling interests
-
-
-
-
703,429
703,429



At 28 April 2024
1,129
442
3,359,071
3,360,642
-
3,360,642



The notes on pages 23 to 45 form part of these financial statements.

Page 17

 

 
FOUR (HOLDINGS) LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 APRIL 2023



Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£


At 1 May 2022
1,129
442
(25,991,737)
(25,990,166)
(522,681)
(26,512,847)



Comprehensive income for the year


Profit for the year

-
-
20,462,245
20,462,245
(180,748)
20,281,497


Currency translation differences
-
-
(557,725)
(557,725)
-
(557,725)



Other comprehensive income for the year
-
-
(557,725)
(557,725)
-
(557,725)



Total comprehensive income for the year
-
-
19,904,520
19,904,520
(180,748)
19,723,772



At 30 April 2023
1,129
442
(6,087,217)
(6,085,646)
(703,429)
(6,789,075)



The notes on pages 23 to 45 form part of these financial statements.

Page 18
 
FOUR (HOLDINGS) LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 28 APRIL 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 May 2022
1,129
442
(68,055,868)
(68,054,297)


Comprehensive income for the year

Loss for the year
-
-
(703,073)
(703,073)


Other comprehensive income for the year
-
-
-
-


Total comprehensive income for the year
-
-
(703,073)
(703,073)


Total transactions with owners
-
-
-
-



At 1 May 2023
1,129
442
(68,758,941)
(68,757,370)


Comprehensive income for the year

Profit for the period
-
-
4,894,132
4,894,132


Other comprehensive income for the period
-
-
-
-


Total comprehensive income for the period
-
-
4,894,132
4,894,132


Total transactions with owners
-
-
-
-


At 28 April 2024
1,129
442
(63,864,809)
(63,863,238)


The notes on pages 23 to 45 form part of these financial statements.

Page 19

 
FOUR (HOLDINGS) LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 28 APRIL 2024

28 April
30 April
2024
2023
£
£

Cash flows from operating activities

Profit for the financial period
9,415,884
20,281,497

Adjustments for:

Amortisation of intangible assets
(1,717,152)
88,416

Depreciation of tangible assets
1,139,145
1,070,622

Impairments of fixed assets
-
1,250

Loss on disposal of tangible assets
-
10,973

Interest paid
2,468,503
2,454,415

Interest received
(8,219)
(1,416,672)

Taxation charge
1,174,798
2,288,494

Decrease in stocks
1,669,270
2,374,749

(Increase)/decrease in debtors
(337,110)
1,174,806

(Increase)/decrease in amounts owed by groups
(42,870)
-

(Decrease) in creditors
(7,900,222)
(3,096,759)

(Decrease) in provisions
(1,487,018)
(6,939,204)

Net fair value losses/(gains) recognised in profit and loss
(528,482)
(254,793)

Corporation tax (paid)
(1,290,626)
(3,578,589)

Currency translation differences
32,901
(557,724)

Net assets acquired on acquisition
1,717,153
-

Loss on acquisition from non-controlling interests
703,429
-

Net cash generated from operating activities

5,009,384
13,901,481


Cash flows from investing activities

Purchase of intangible fixed assets
-
(88,416)

Purchase of tangible fixed assets
(360,042)
(236,859)

Sale of tangible fixed assets
-
1,623,795

Interest received
8,219
6,510

Income from investments
-
3,163,796

Net cash from investing activities

(351,823)
4,468,826
Page 20

 
FOUR (HOLDINGS) LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 28 APRIL 2024

28 April
30 April

2024
2023

£
£



Cash flows from financing activities

Repayment of bank loans
-
(40,834)

Repayment of other loans
(7,500,000)
(22,500,000)

Interest paid
(2,468,503)
(4,173,370)

Net cash used in financing activities
(9,968,503)
(26,714,204)

Net (decrease) in cash and cash equivalents
(5,310,942)
(8,343,897)

Cash and cash equivalents at beginning of period
11,478,097
19,821,994

Cash and cash equivalents at the end of period
6,167,155
11,478,097


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
6,167,155
11,478,097

6,167,155
11,478,097


The notes on pages 23 to 45 form part of these financial statements.

Page 21

 
FOUR (HOLDINGS) LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 28 APRIL 2024




At 1 May 2023
Cash flows
At 28 April 2024
£

£

£

Cash at bank and in hand

11,478,097

(5,753,566)

5,724,531

Debt due after 1 year

(30,000,000)

7,500,000

(22,500,000)

Debt due within 1 year

(7,500,000)

(87,226)

(7,587,226)

Liquid investments

13,493,894

971,106

14,465,000


(12,528,009)
2,630,314
(9,897,695)

The notes on pages 23 to 45 form part of these financial statements.

Page 22

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

1.


General information

Four (Holdings) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6-10 Market Road, London, United Kingdom, N7 9PW.
The principal activity of the Group continued to be that of a fashion brand distributor.
The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest pound.

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 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.

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 23

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.4

Revenue

Revenue is recognised at the fair value of the consideration received or receivable and represents amounts receivable for lingerie and accessories provided in the normal course of business net of trade discounts, VAT and other sales related taxes.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer.
For retail sales this is when the goods are paid for in the shop, for franchise, ecommerce and wholesale sales, this is usually on dispatch of the goods.

 
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.

Page 24

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

2.Accounting policies (continued)

 
2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

 
2.7

Interest income

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

 
2.8

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.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

 
2.10

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.

Page 25

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

2.Accounting policies (continued)

 
2.11

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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.


 
2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.13

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.

Negative goodwill
Negative goodwill arises when the fair value of the identifiable net assets acquired as part of a business combination, exceeds the cost of acquisition. Negative goodwill is initially recognised on the balance sheet as a separate credit balance within the intangible assets. Negative goodwill is amortised over the period to which the group is expected to benefit from the acquisition, which is aligned with the useful economic life of the acquired non-monetary assets.

Page 26

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

2.Accounting policies (continued)

 
2.14

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:

Leasehold land and buildings
-
Straight line over period not exceeding the
term of the lease
Fixtures and fittings
-
5 years straight line
Computer equipment
-
5 years straight line

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

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

 
2.15

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit ("CGU") to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.17

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 weighted average 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.

Page 27

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

2.Accounting policies (continued)

 
2.18

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.

 
2.19

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.

 
2.20

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.

 
2.21

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.

 
2.22

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.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

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, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are
Page 28

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

2.Accounting policies (continued)


2.22
Financial instruments (continued)

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 debtors 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

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. 

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 creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary
Page 29

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

2.Accounting policies (continued)


2.22
Financial instruments (continued)

course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 30

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements in conformity with generally accepted accounting principles requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results in the future could differ from those estimates. In this regard, the Directors believe that the critical accounting policies where judgments or estimations are necessarily applied are summarised below.
Derivative instruments
The group uses Contract For Difference ("CFD") investments as part of it's investment strategy. Derivative financial instruments are initially measured at fair value on the date on which a derivative contract is entered into and are subsequently measured at fair value through profit or loss. The fair value of CFD investments are determined by reference to the observable share price of the underlying assets. The CFD investments held by the group are fully funded, the directors have taken the decision not to trade on margin.
Depreciation and residual value
The Directors have reviewed the asset lives and associated residual values of all fixed assets, and have concluded that asset lives and residual values are appropriate.
Provision for stock
The Group applies a general provision consistently to its stocks in respect of both obsolescence and shrinkage, based on the directors' experience of the net realisable value of stocks over the previous years. The directors review this provision periodically in the light of any evidence of change.
Provision for trade debtors
The Group applies a general provision consistently to its trade debtors after accounting for specific bad debts, based on the directors' experience of trade debtor recovery over the previous years. The directors review this provision periodically in the light of any evidence of change.

Page 31

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

4.


Turnover

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


2024
2023
£
£

Sale of goods and services
120,093,246
151,747,310

Commissions receivable
1,190,629
1,618,060

121,283,875
153,365,370


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
85,148,754
104,451,724

Europe
21,282,736
23,236,694

Other
14,852,385
25,676,952

121,283,875
153,365,370



5.


Other operating income

2024
2023
£
£

Sale of distribution rights
-
3,000,000

Government grants receivable
46,575
(52,663)

Sundry income
654,201
609,065

700,776
3,556,402



6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Government grants
-
52,633

Exchange differences
70,117
48,672

Other operating lease rentals
4,104,859
4,299,165

Page 32

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

7.


Auditors' remuneration

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


2024
2023
£
£

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
38,500
80,000

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

The auditing of accounts of associates of the Company
128,000
149,000

Taxation compliance services
9,500
57,000

All non-audit services not included above
19,000
62,578


8.


Employees

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


Group
28 April
Group
30 April
2024
2023
£
£


Wages and salaries
11,981,056
15,085,127

Social security costs
1,461,911
1,894,788

Cost of defined contribution scheme
348,828
368,521

13,791,795
17,348,436


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


        2024
        2023
            No.
            No.







Sales
147
203



Administration
123
180

270
383

The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL)
Page 33

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments (Group)
1,040,001
1,777,980

1,040,001
1,777,980


The highest paid director received remuneration of £540,001 (2023 - £818,445).


10.


Interest receivable and similar income

2024
2023
£
£


Other interest receivable
8,219
6,511

Gains on financial instruments measure at fair value
-
1,410,161

8,219
1,416,672


11.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
-
1,196

Other loan interest payable
5,845
3,254

Loans from group undertakings
2,462,658
2,449,965

2,468,503
2,454,415

Page 34

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

12.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
1,772,143
2,473,993

Adjustments in respect of previous periods
100,867
-


1,873,010
2,473,993


Total current tax
1,873,010
2,473,993

Deferred tax


Origination and reversal of timing differences
(698,212)
(185,499)

Total deferred tax
(698,212)
(185,499)


Tax on profit
1,174,798
2,288,494
Page 35

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024
 
12.Taxation (continued)


Factors affecting tax charge for the period/year

The tax assessed for the period/year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
10,590,682
22,569,991


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
2,647,671
4,288,298

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
7,502
230,512

Capital allowances for period/year in excess of depreciation
216,077
(96,836)

Utilisation of tax losses
(948,182)
(811,668)

Other permanent differences
-
32,571

Adjustment between accounting and taxable profits on overseas subsidiaries
-
(804,658)

Adjustments to tax charge in respect of prior periods
100,867
-

Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
(201,444)
-

General provision adjustment
(626,966)
(773,559)

Disposal of lease and leasehold improvements
-
(1,001,691)

Deferred tax in respect of timing differences
-
(185,499)

Loan relationship deficit
-
712,662

(Profit)/loss on disposal of fixed assets
-
(12,525)

Unrelieved tax losses carried forward
(123,130)
620,530

Chargeable gains
-
998,308

Other differences leading to an increase (decrease) in the tax charge
102,403
(19)

Group relief
-
(956,892)

Effect of change in corporation tax rates
-
49,910

Non-trade charges
-
(950)

Total tax charge for the period/year
1,174,798
2,288,494


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 36

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

13.


Exceptional items

2024
2023
£
£


Exceptional expenses/income
425,065
(348,968)

Movement on onerous lease provisions
(2,064,784)
(7,121,041)

(1,639,719)
(7,470,009)


14.


Intangible assets

Group and Company







Goodwill
Other
Negative goodwill
Total

£
£
£
£



Cost


At 1 May 2023
2,626,370
10,354,580
-
12,980,950


Additions
-
-
(1,717,152)
(1,717,152)



At 28 April 2024

2,626,370
10,354,580
(1,717,152)
11,263,798



Amortisation


At 1 May 2023
2,626,370
10,354,580
-
12,980,950


Charge/(credit) for the period on owned assets
-
-
(1,717,152)
(1,717,152)



At 28 April 2024

2,626,370
10,354,580
(1,717,152)
11,263,798



Net book value



At 28 April 2024
-
-
-
-



At 30 April 2023
-
-
-
-

Negative goodwill arises on the acquisition of PG2019 Limited, a wholly owned subsidiary. It has been amortised over the period to which the group is expected to benefit from the acquisition, which is aligned with the useful economic life of the acquired non-monetary assets.



Page 37

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

15.


Tangible fixed assets

Group








Leasehold land and buildings
Computer equipment
Fixtures and fittings
Total

£
£
£
£



Cost or valuation


At 1 May 2023
5,382,740
1,709,191
6,913,168
14,005,099


Additions
-
-
360,041
360,041


Disposals
-
-
(184,552)
(184,552)


Disposal of subsidiary
(1,799,595)
-
-
(1,799,595)


Exchange adjustments
-
-
(32,963)
(32,963)



At 28 April 2024

3,583,145
1,709,191
7,055,694
12,348,030



Depreciation


At 1 May 2023
2,673,923
598,908
5,287,917
8,560,748


Charge for the period on owned assets
(101,670)
321,593
919,222
1,139,145


Disposals
-
-
(184,552)
(184,552)


Disposal of subsidiary
(1,799,595)
-
-
(1,799,595)


Exchange adjustments
-
-
(30,466)
(30,466)



At 28 April 2024

772,658
920,501
5,992,121
7,685,280



Net book value



At 28 April 2024
2,810,487
788,690
1,063,573
4,662,750



At 30 April 2023
2,708,817
1,110,283
1,625,251
5,444,351

Page 38

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

16.


Fixed asset investments

Company








Investments in subsidiary companies

£



Cost or valuation


At 1 May 2023
7,310


Additions
1


Disposals
(1,205)



At 28 April 2024
6,106





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Holding type:

Holding

Agent Provocateur Hong Kong Limited
England and Wales
Indirect
100%
Agent Provocateur Hong Kong Limited
Hong Kong
Indirect
100%
Agent Provocateur International (Czech) S.r.a
Czech republic
Indirect
100%
Agent Provocateur International (France) SARL
France
Indirect
100%
Agent Provocateur (Netherlands) B.V
Netherlands
Indirect
100%
Agent Provocateur International (US) LLC
USA
Indirect
100%
Agent Provocateur International Germany GmbH
Germany
Indirect
100%
Agent Provocateur International GmbH
Austria
Indirect
100%
Agent Provocateur International Italy S.r.l
Italy
Indirect
100%
Agent Provocateur International Limited
England and Wales
Indirect
100%
Agent Provocateur IP Limited
England and Wales
Indirect
100%
Agent Provocateur Italy Limited
England and Wales
Indirect
100%
Agent Provocateur Licencing Limited
England and Wales
Indirect
100%
Agent Provocateur Limited
England and Wales
Indirect
100%
Agent Provocateur Switzerland GmbH
Switzerland
Indirect
100%
Four Marketing Inc
USA
Direct
100%
Four Marketing Limited
England and Wales
Direct
100%
Arctic Army Limited
England and Wales
Direct
100%
Fourworks Limited
England and Wales
Direct
100%
Cape Heights Clothing Limited
England and Wales
Direct
100%
PG2019 Limited
England and Wales
Direct
100%

During the year a rationalisation of Group entities was carried out with a number of entities being dissolved. Any trade in these entities was transferred to other Group companies prior to dissolution and as such no discontinued profit/loss has been included in the current period. 

Page 39

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

17.


Stocks

Group
28 April
Group
30 April
2024
2023
£
£

Finished goods and goods for resale
10,993,708
12,662,978

10,993,708
12,662,978


The difference between purchase price or production cost of stocks and their replacement cost is not material.


18.


Debtors

Group
28 April
Group
30 April
Company
28 April
Company
30 April
2024
2023
2024
2023
£
£
£
£


Trade debtors
5,291,235
5,518,195
-
-

Amounts owed by group undertakings
42,870
-
-
151,549

Other debtors
1,089,169
1,210,739
584
488

Prepayments and accrued income
2,756,654
2,467,423
-
-

Tax recoverable
34,687
-
-
-

Deferred taxation
361,722
-
-
-

Financial instruments
14,022,376
13,493,894
-
-

23,598,713
22,690,251
584
152,037



19.


Cash and cash equivalents

Group
28 April
Group
30 April
Company
28 April
Company
30 April
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
6,167,155
11,478,097
-
96

6,167,155
11,478,097
-
96


Page 40

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

20.


Creditors: Amounts falling due within one year

Group
28 April
Group
30 April
Company
28 April
Company
30 April
2024
2023
2024
2023
£
£
£
£

Other loans
7,500,000
7,500,000
7,500,000
7,500,000

Trade creditors
4,181,111
8,907,168
-
-

Amounts owed to group undertakings
-
-
33,131,272
30,792,142

Corporation tax
786,654
578,781
417,360
214,579

Other taxation and social security
1,172,423
3,025,080
-
-

Other creditors
1,002,981
1,013,315
274,296
309,592

Accruals and deferred income
2,403,561
3,714,735
47,000
100,500

17,046,730
24,739,079
41,369,928
38,916,813



21.


Creditors: Amounts falling due after more than one year

Group
28 April
Group
30 April
Company
28 April
Company
30 April
2024
2023
2024
2023
£
£
£
£

Other loans
22,500,000
30,000,000
22,500,000
30,000,000

22,500,000
30,000,000
22,500,000
30,000,000



The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
Group
28 April
Group
30 April
Company
28 April
Company
30 April
2024
2023
2024
2023
£
£
£
£


Repayable by instalments
-
7,500,000
-
7,500,000

-
7,500,000
-
7,500,000

SDI Four Limited hold a fixed and floating charge over the assets of Four (Holdings) Limited and several of it's subsidiary companies as security for the amount disclosed under "other loans."  

Page 41

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

22.


Loans


Analysis of the maturity of loans is given below:


Group
28 April
Group
30 April
Company
28 April
Company
30 April
2024
2023
2024
2023
£
£
£
£

Amounts falling due within one year

Other loans
7,500,000
7,500,000
7,500,000
7,500,000

Amounts falling due 1-2 years

Other loans
7,500,000
7,500,000
7,500,000
7,500,000

Amounts falling due 2-5 years

Other loans
15,000,000
22,500,000
15,000,000
22,500,000


30,000,000
37,500,000
30,000,000
37,500,000



23.


Financial instruments

Group
28 April
Group
30 April
2024
2023
£
£

Financial assets

Financial assets measured at fair value through profit or loss
14,465,000
13,493,894




Financial assets measured at fair value through profit or loss comprise derivative financial instruments.


24.


Deferred taxation


Group



2024


£






At beginning of year
(323,701)


Charged to statement of comprehensive income
685,242


Released on dissolution of subsidiary
181



At end of year
361,722

Page 42

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024
 
24.Deferred taxation (continued)

Company


2024






At end of year
-
The deferred taxation balance is made up as follows:

Group
28 April
Group
30 April
2024
2023
£
£

Depreciation in excess of capital allowances
(351,746)
(323,701)

Tax losses carried forward
228,375
-

Unpaid pension costs
9,037
-

General provisions
476,056
-

361,722
(323,701)


25.


Provisions


Group



Dilapidations
Onerous lease
Other provisions
Total

£
£
£
£





At 1 May 2023
753,646
2,956,150
292,176
4,001,972


Charged to profit or loss
41,721
(1,635,320)
595,354
(998,245)


Released in period
-
(488,773)
-
(488,773)



At 28 April 2024
795,367
832,057
887,530
2,514,954


26.


Share capital

28 April
30 April
2024
2023
£
£
Allotted, called up and fully paid



1,129 (2023 - 1,129) Ordinary shares of £1.00 each
1,129
1,129


Page 43

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

27.


Reserves

Share premium account

The share premium account comprises excess premiums paid on share capital in issue. 

Profit and loss account

The profit and loss account includes all current and prior year retained profits and losses. The Group profit and loss account includes £6,523,484 (2023 - £5,995,003) of non-distrubutable reserves relating to unrealised fair value movements in derivative financial instruments.


28.


Capital commitments




At 28 April 2024 the Group and Company had capital commitments as follows:


Group
28 April
Group
30 April
2024
2023
£
£

Contracted for but not provided in these financial statements
-
(215,000)

-
(215,000)


29.


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 £348,828 (2023 - £347,371). Contributions totalling £36,402 (2023 - £38,577) were payable to the fund at the balance sheet date and are included in creditors.


30.


Commitments under operating leases

At 28 April 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
28 April
Group
30 April
2024
2023
£
£

Not later than 1 year
5,024,110
5,590,893

Later than 1 year and not later than 5 years
15,851,464
13,951,835

Later than 5 years
15,902,082
18,471,644

36,777,656
38,014,372
Page 44

 
FOUR (HOLDINGS) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

31.


Related party transactions

The company has taken advantage of the exemption provided under paragraph 33.4A of FRS102, which allows for the non-disclosure of transactions between the company and its wholly-owed subsidiaries that have been fully eliminated upon consolidation. 
Trade debtors include an amount of £1,834,465 (2023: £243,132) due from a company which owns and controls a shareholder of Four (Holdings) Limited. Sales of £52,570,481 (2023: £81,777,334) were made to this company in the period. Trade creditors include an amount of £514,645 (2023: £nil) due to this company. Purchases of £567,820567,820 (2023: £nil) were made from this company in the period. 
During the period, an amount of £2,300,000 (2023: £2,300,0000) was paid with respect of rent payable where the lessor was a related entity.
Included within other creditors is an amount of £30,000,000 (2023: £37,500,000) due to an entity which is a shareholder of Four (Holdings) Limited. Interest is being charged on this loan at a commercial rate of interest, being the Bank of England base rate rounded to the nearest 0.5% + 2.5%, this amounted to £2,543,777 (2023: £2,447,943). Included within accruals is £272,434 (2023: £308,729) of interest on this loan.    


32.


Controlling party

There is no ultimate controlling party of Four (Holdings) Limited.

 
Page 45