Company registration number 06021062 (England and Wales)
CALZEDONIA UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CALZEDONIA UK LIMITED
COMPANY INFORMATION
Directors
S Field
M Muraro
G Baggiani
Secretary
R Turato
Company number
06021062
Registered office
Spirella House
266 - 270 Regent Street
London
W1B 3AH
Auditor
Grunberg & Co Limited
5 Technology Park
Colindeep Lane
Colindale
London
United Kingdom
NW9 6BX
CALZEDONIA UK LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 24
CALZEDONIA UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Calzedonia UK Limited ("the Company") retails lingerie and hosiery, predominantly in high profile locations in Central London. The Company operates under three brands, Calzedonia, Intimissimi and Tezenis. The company is part of Oniverse ("the Group"), formerly known as the Calzedonia Group. headquartered in Verona in Italy, which operates over 6,100 stores worldwide, both directly owned and franchised. The Group also operates its own manufacturing facilities, producing a large proportion of the goods sold by the Group.
Review of business
During the year, there was a substantial increase in turnover, mainly due to the full year effect of the localisation of our e commerce business.
We added one further new store to our portfolio, and saw good growth in our existing stores.
The Group continues to be a strong and very profitable group, with substantial assets and cash reserves.
The Company usually monitors progress by reference to a number of key performance indicators ("KPIs").
These KPIs are applied on a Group-wide basis across all stores and e commerce channels, and all countries, and include the following:
1. Sales, which are further analysed by:
- average transaction value (ATV)
- units per transaction (UPT)
- customer conversion rate (CCR)
2. Gross profit margin.
Principal risks and uncertainties
The principal risks and uncertainties that the company faces, together with an explanation of how they are mitigated, are as follows:
Liquidity and cash flow
The directors review the liquidity and cash flow risk of the company on a regular basis. The directors monitor cash flow in order to manage expected working capital requirements.
The company's liquidity is dependent on continued financial support from its immediate parent company, and from Oniverse as a whole. The ability of the company therefore, to remain a going concern, is dependent on the continued support from its parent company. We are supported by the Group not only in terms of cash, but also by way of guarantee on several of the company's operating leases on properties, and a bank guarantee facility supported by the group.
The directors have received confirmation of an ongoing commitment to support the company.
The Economy
There are a number of economic factors that affect our customers and therefore the directors endeavour to ensure that the Company can react to, and is prepared for, changes in the economic environment, whilst monitoring ourselves, and these external factors carefully.
CALZEDONIA UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
R Turato
Secretary
2 May 2025
CALZEDONIA UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company continued to be that of predominantly retailing of lingerie and hosiery.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
S Field
M Muraro
G Baggiani
Financial instruments
The company has exposures to three main areas of risk - foreign exchange currency risk, liquidity risk and interest rate risk.
Liquidity risk
The company seeks to manage liquidity risk, to ensure sufficient liquidity is available to meet foreseeable needs. The company continually monitors rolling cash flow forecasts to ensure sufficient cash is available for anticipated cash requirements.
Interest rate risk
The company's borrowings relate to fixed term loans received from group undertakings. Given that these are fixed for four years from the balance sheet date, and no external funding is sourced, the board believe the risk to be minimal.
Foreign currency risk
Whilst the company purchases its goods from European members of the group, the directors mitigate the foreign exchange risk associated with this by purchasing these goods in Sterling, as opposed to Euros. Should any transactions take place in Euros, the board believe that given the stability of the Euro against Sterling, the foreign exchange risk is minimal. However, should this change, the board will take necessary steps to mitigate any such fluctuations, as this is constantly reviewed.
Auditor
The auditors, Grunberg & Co Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
CALZEDONIA UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
By order of the board
R Turato
Secretary
2 May 2025
CALZEDONIA UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
The directors are responsible for preparing the annual report and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
CALZEDONIA UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CALZEDONIA UK LIMITED
- 6 -
Opinion
We have audited the financial statements of Calzedonia UK Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
CALZEDONIA UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CALZEDONIA UK LIMITED (CONTINUED)
- 7 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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, 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 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 company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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.
In identifying and assessing 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, and whether the financial results of our client differed from the industry trends;
- the legal and regulatory framework that the Company 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;
- the matters discussed among the audit engagement team during the planning process regarding how and where fraud might occur in the financial statement and any potential indicators of fraud.
Audit procedures performed included the reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; discussions with the directors' on their own assessment of the risks that irregularities may occur either as a result of fraud or error, their assessment of compliance with laws and regulations and whether they were aware of any instances of non-compliance, including any potential litigation or claims; performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; inspection of relevant legal correspondence and board minutes; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
CALZEDONIA UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CALZEDONIA UK LIMITED (CONTINUED)
- 8 -
As a result of our assessment, it is considered that there are no laws and regulations for which non-compliance may be fundamental to the operating aspects of the business. However, laws and regulations considered to have a direct effect on the financial statements included the UK Companies Act, Employment Laws, Tax and Pensions legislation and Health & Safety legislation, covering both employees and customers within stores.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. There is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Gedalia Waldman BA FCA
Senior Statutory Auditor
For and on behalf of Grunberg & Co Limited
2 May 2025
Chartered Accountants
Statutory Auditor
5 Technology Park
Colindeep Lane
Colindale
London
United Kingdom
NW9 6BX
CALZEDONIA UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
28,779,998
19,920,950
Cost of sales
(13,066,492)
(9,748,485)
Gross profit
15,713,506
10,172,465
Administrative expenses
(15,855,003)
(15,100,418)
Other operating income
1,178,748
5,204,750
Operating profit
4
1,037,251
276,797
Interest receivable and similar income
7
16,466
1,434
Interest payable and similar expenses
8
(73,476)
(92,488)
Profit before taxation
980,241
185,743
Tax on profit
9
1,975,144
Profit for the financial year
2,955,385
185,743
The income statement has been prepared on the basis that all operations are continuing operations.
CALZEDONIA UK LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
10
3,277,699
3,885,128
Current assets
Stocks
11
2,280,174
2,026,563
Debtors
12
7,294,374
7,391,576
Cash at bank and in hand
3,469,286
3,217,789
13,043,834
12,635,928
Creditors: amounts falling due within one year
13
(6,717,165)
(9,584,936)
Net current assets
6,326,669
3,050,992
Total assets less current liabilities
9,604,368
6,936,120
Creditors: amounts falling due after more than one year
14
(792,654)
(1,047,209)
Provisions for liabilities
Provisions
16
101,254
133,836
(101,254)
(133,836)
Net assets
8,710,460
5,755,075
Capital and reserves
Called up share capital
19
25,650,000
25,650,000
Profit and loss reserves
20
(16,939,540)
(19,894,925)
Total equity
8,710,460
5,755,075
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 2 May 2025 and are signed on its behalf by:
M Muraro
Director
Company registration number 06021062 (England and Wales)
CALZEDONIA UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
25,650,000
(20,080,668)
5,569,332
Year ended 31 December 2023:
Profit and total comprehensive income
-
185,743
185,743
Balance at 31 December 2023
25,650,000
(19,894,925)
5,755,075
Year ended 31 December 2024:
Profit and total comprehensive income
-
2,955,385
2,955,385
Balance at 31 December 2024
25,650,000
(16,939,540)
8,710,460
CALZEDONIA UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
23
3,757,551
822,985
Interest paid
(73,476)
(92,488)
Net cash inflow from operating activities
3,684,075
730,497
Investing activities
Purchase of tangible fixed assets
(399,044)
(1,528,952)
Proceeds from disposal of tangible fixed assets
300
Interest received
16,466
1,434
Net cash used in investing activities
(382,578)
(1,527,218)
Financing activities
Repayment of borrowings
(3,050,000)
1,550,000
Net cash (used in)/generated from financing activities
(3,050,000)
1,550,000
Net increase in cash and cash equivalents
251,497
753,279
Cash and cash equivalents at beginning of year
3,217,789
2,464,510
Cash and cash equivalents at end of year
3,469,286
3,217,789
CALZEDONIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
1
Accounting policies
Company information
Calzedonia UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Spirella House, 266 - 270 Regent Street, London, W1B 3AH.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
Atruet the time of approving the financial statements, the directors expect that the company will continue to receive support and resources from its parent undertaking for the foreseeable future, being at least twelve months from approval of financial statements. Therefore, the directors believe that the going concern basis is appropriate in preparing the financial statements.
1.3
Turnover
Turnover represents net invoiced sales of goods, excluding value added tax. Turnover is recognised when the risks and rewards of owning the goods has passed to the customer. This is at the point of sale for store sales and at the point of dispatch for e commerce sales.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Short leasehold
over the period of the lease
Leasehold improvements
over the period of the lease
Fixtures and fittings
20% on cost
Computer equipment
33% on cost
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
CALZEDONIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.
1.6
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell based on weighted average cost, after making due allowance for obsolete and slow moving items. The company acquires all of its stock from other companies within the Calzedonia group. The Calzedonia group has agreed to allow the company to return any unsold stock at cost price, therefore there is no requirement for an impairment of obsolete and slow moving items as the risk is not borne by the company.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method, less any impairment. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
CALZEDONIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loan and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
CALZEDONIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.10
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease.
1.14
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
CALZEDONIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Income from sale of goods in store
20,130,160
17,066,449
Income from e commerce
8,649,838
2,854,501
28,779,998
19,920,950
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
28,779,998
19,920,950
2024
2023
£
£
Other revenue
Interest income
16,466
1,434
Property improvement
254,555
212,150
Overheads contributions
917,225
4,988,304
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(36,438)
829
Fees payable to the company's auditor for the audit of the company's financial statements
35,913
37,750
Depreciation of owned tangible fixed assets
1,006,473
763,527
Operating lease charges
5,766,463
5,621,098
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Directors and management
22
19
Sales staff
163
153
Total
185
172
CALZEDONIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Employees
(Continued)
- 18 -
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
5,258,684
4,485,853
Social security costs
462,203
357,351
Pension costs
139,580
89,169
5,860,467
4,932,373
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
118,000
107,390
Company pension contributions to defined contribution schemes
20,884
16,020
138,884
123,410
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Other interest income
16,466
1,434
8
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
73,476
92,488
9
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of timing differences
(1,975,144)
CALZEDONIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Taxation
(Continued)
- 19 -
The actual (credit)/charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
980,241
185,743
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
245,060
46,436
Tax effect of expenses that are not deductible in determining taxable profit
6,665
33,805
Tax effect of income not taxable in determining taxable profit
4,116
361
Tax effect of utilisation of tax losses not previously recognised
(433,905)
(88,713)
Permanent capital allowances in excess of depreciation
178,064
8,111
Recognition of deferred tax asset on tax losses
(1,975,144)
Taxation credit for the year
(1,975,144)
-
10
Tangible fixed assets
Short leasehold
Leasehold improvements
Fixtures and fittings
Computer equipment
Total
£
£
£
£
£
Cost
At 1 January 2024
3,343,325
6,382,181
937,764
408,815
11,072,085
Additions
33,639
313,597
24,567
27,241
399,044
Disposals
(4,732)
(4,732)
At 31 December 2024
3,376,964
6,695,778
962,331
431,324
11,466,397
Depreciation and impairment
At 1 January 2024
2,746,144
3,832,367
415,936
192,510
7,186,957
Depreciation charged in the year
90,748
702,967
105,017
107,741
1,006,473
Eliminated in respect of disposals
(4,732)
(4,732)
At 31 December 2024
2,836,892
4,535,334
520,953
295,519
8,188,698
Carrying amount
At 31 December 2024
540,072
2,160,444
441,378
135,805
3,277,699
At 31 December 2023
597,181
2,549,814
521,828
216,305
3,885,128
CALZEDONIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
11
Stocks
2024
2023
£
£
Finished goods and goods for resale
2,280,174
2,026,563
Stock recognised in cost of sales during the year as an expense was £7,683,585 (2023: £5,307,786).
During the year, no impairment provisions have been made against stock.
12
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
1,043,568
5,633,042
Amounts owed by group undertakings
2,502,713
Other debtors
76,352
172,081
Prepayments and accrued income
1,531,024
1,411,807
5,153,657
7,216,930
Deferred tax asset (note 17)
1,975,144
7,128,801
7,216,930
2024
2023
Amounts falling due after more than one year:
£
£
Other debtors
165,573
174,646
Total debtors
7,294,374
7,391,576
As at the balance sheet date, an amount of £2,500,000 was due from group undertakings. Interest is charged at an average rate of 3.552% per annum.
Included in other debtors are rental deposits held as security by the landlords of the related properties. The majority of these deposits are subject to legal charges.
During the year, no impairment provisions have been made against any class of debtor.
CALZEDONIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
13
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Other borrowings
15
3,050,000
Trade creditors
4,202,887
4,289,403
Taxation and social security
1,220,812
1,048,078
Other creditors
76,812
72,122
Accruals and deferred income
1,216,654
1,125,333
6,717,165
9,584,936
14
Creditors: amounts falling due after more than one year
2024
2023
£
£
Accruals and deferred income
792,654
1,047,209
15
Loans and overdrafts
2024
2023
£
£
Loans from group undertakings
3,050,000
Payable within one year
3,050,000
16
Provisions for liabilities
2024
2023
£
£
Returns provision
101,254
133,836
Movements on provisions:
Returns provision
£
Additional provisions in the year
101,254
CALZEDONIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
17
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Assets
Assets
2024
2023
Balances:
£
£
Deferred tax asset on tax losses
1,975,144
-
2024
Movements in the year:
£
Liability at 1 January 2024
-
Credit to profit or loss
(1,975,144)
Asset at 31 December 2024
(1,975,144)
The deferred tax asset set out above is expected to reverse within 5 years and relates to the utilisation of tax losses against future expected profits of the same period.
18
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
139,580
89,169
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
19
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
25,650,000
25,650,000
25,650,000
25,650,000
Each of the issued ordinary share capital are entitled to one vote each in any circumstances.
20
Reserves
Profit and loss reserves
Retained earning includes all current and prior period retained profits and loss, all of which are distributable reserves.
CALZEDONIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
21
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
6,002,498
5,779,603
Between two and five years
18,451,155
17,792,739
In over five years
3,758,438
5,780,932
28,212,091
29,353,274
Included in operating lease commitments is an annual rent payable to a group company amounting to £1,761,165 (2023: £1,761,165) for three leases, one expiring in 2034 for £79,650, one expiring in 2035 for £39,515 and one expiring in 2032 for £1,642,000.
Operating lease payments recognised as an expense totalled £5,537,170 (2023: £5,385,638) during the year under review.
22
Ultimate controlling party
The parent undertaking of the company is Calzedonia Finanziaria SA, an entity incorporated in Luxembourg. The ultimate parent and controlling undertaking is Oniverse Holding SPA, an entity incorporated in Italy.
23
Cash generated from operations
2024
2023
£
£
Profit for the year after tax
2,955,385
185,743
Adjustments for:
Taxation credited
(1,975,144)
Finance costs
73,476
92,488
Investment income
(16,466)
(1,434)
Depreciation and impairment of tangible fixed assets
1,006,473
763,527
(Decrease)/increase in provisions
(32,582)
133,836
Movements in working capital:
Increase in stocks
(253,611)
(1,121,198)
Decrease/(increase) in debtors
2,072,346
(1,963,963)
(Decrease)/increase in creditors
(72,326)
2,733,986
Cash generated from operations
3,757,551
822,985
CALZEDONIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
24
Analysis of changes in net funds
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
3,217,789
251,497
3,469,286
Borrowings excluding overdrafts
(3,050,000)
3,050,000
-
167,789
3,301,497
3,469,286
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