Company registration number 09221485 (England and Wales)
REPRESENT CLOTHING LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
REPRESENT CLOTHING LIMITED
COMPANY INFORMATION
Directors
Mr M W Heaton
Mr G L Heaton
Mr P Spencer
Company number
09221485
Registered office
Unit 1
Northgate Close
Horwich
Bolton
Lancashire
BL6 6PQ
Auditor
Royce Peeling Green Limited
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
REPRESENT CLOTHING LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 34
REPRESENT CLOTHING LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Principal activities

The principal activity of the company and group continued to be that of clothes designers and retailers

Review of the business

The directors are pleased to present the financial results for the year ended 31 December 2024. Represent Clothing Ltd and it’s subsidiary Represent Clothing Inc ‘the Group’ delivered another landmark year, with turnover for the period of £93.9m increasing by 16.1% versus the prior year.

Within our online channel, key highlights for the year were the success of collaborations with notable brands and partners, the growth of our activewear range, and US expansion. Continued investment in product design delivered our customer options for the full wardrobe – by day, by night and in the gym. Supported by marketing investment and accelerating brand awareness, new customers increased by 13% during the year.

In our wholesale channel, we saw impressive revenue growth of 22% driven by the continual advancement of relationships with our strategic partners, which have been further strengthened via investment in in-store fit outs, activation events and exclusive ranges. 

During the year, we expanded into retail with the successful opening of flagship stores in Los Angeles in March and Manchester in October. These stores have proven to be a great opportunity to provide an impactful touch point with our engaged community. 

The Group delivered a strong and improved gross margin at 58.5% (2023: 57.6%), and continues to keep an efficient approach to costs. The business is cognisant of the uncertain economic and political landscape, and remains agile to adapt.

This period has seen significant investment into operations in the form of people and systems to future-proof and scale the business. Most notably headcount has grown to 135 heads (2023: 78), strengthening the business by deepening the network, expertise and knowledge pool of the workforce.

EBITDA for the period of £15.0m reflects an increase of £0.4m on the prior year. EBITDA margin was 16.0% (2023: 18.1%), excluding exceptional costs. Profitability will always remain a key focus of the business, however we recognise it will take significant investment in our brand and infrastructure to achieve our long term global ambitions.

Operating profit before exceptional items for the period was £13.8m (2023: £13.0m).

The company’s net cash position at the end of the period was £19.2m (2023: £21.6m).

Strategic Partnership

During the period, Represent entered into a strategic partnership with investment and innovation firm True, who acquired a minority interest in the Group. True will leverage its considerable expertise in the consumer sector to enable Represent to further scale and accelerate growth.

Future Developments

In 2025 the Group continues to target growth within all channels, in the UK and international markets. We will continue our retail expansion with the opening of our London store, due to open in 2025. We will continue to invest in the enhancement of digital experience, and broaden the category range, including most notably the launch of womenswear in Q1-25.

The directors are pleased with the results for the year, and remain confident and excited for continued progress in our strategic objectives. The business acknowledges the highly competitive market and challenging economic conditions, but is well positioned to navigate this.

Our company mission is clear – ‘To build the best brand in the world’. Our teams are united in the pursuit of that mission and our values.

REPRESENT CLOTHING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Principal risks and uncertainties

Supply chain risk

The company imports a significant proportion of it’s product and as such is exposed to the risks associated with international trade such as inflation, changing regulatory frameworks and currency exposure. We are also exposed to the risks associated with the quality of products produced globally and the safety and ethical standards of the environments in which these products are made. The company manages this risk with regular factory visits and audits performed by third parties.

IT systems

The company relies on efficient and uninterrupted operation of it’s IT systems. System problems or platform issues could result in the process and fulfilment of customer orders being delayed. The company manages this by ensuring systems are monitored and updated. Internal systems have strong controls and measures in place to reduce the risk of downtime or security breach.

Credit risk

The company’s credit risk is primarily attributable to it’s trade debtors, which represents credit card payments and debtors from wholesale partners. The company regards these as low risk. Sales receipts from ecommerce customers are received immediately before dispatch of goods and receipts from wholesale customers are on commercial terms and processes are in place to ensure that credit risk is minimised.

Foreign currency risk

The company is exposed to movements in exchange rates. The company monitors the foreign exchange (FX) market daily and has systems and procedures in place to respond quickly to movements in the FX market, which include entering into forward foreign exchange contracts if appropriate.

Liquidity risk

The company monitors cash flow as part of it’s day to day control procedures. The directors consider cash flow projections on a monthly basis and ensure that appropriate facilities are available to be drawn upon as necessary.

Interest rate risk

The company considers this risk to be small. The company includes all interest payments and receipts in it’s cash flow forecasts.

Key performance indicators

The directors monitor company performance on a weekly and monthly basis using a wide range of financial and non-financial indicators including turnover, gross profit, earnings before interest, tax, depreciation and amortisation (EBITDA). The company opts to use EBITDA as one its key performance indicators. It shows how the business is performing as it essentially represents the cash flow generated from ongoing operations.

The company’s key financial and other performance indicators during the period were as follows:

 

Year ended

Year ended

Change

 

31 Dec 24

31 Dec 23

 

Turnover

93,896,553

80,825,864

16%

Gross profit

54,898,051

46,460,621

18%

EBITDA (excluding exceptional costs

and profit or loss on foreign exchange)

15,016.625

14,632,667

3%

REPRESENT CLOTHING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Directors' statement of compliance with duty to promote the success of the group

The directors of the Group confirm that they have acted in a way that they consider to be in good faith, and to promote the success of the company for the benefit of all stakeholders, by giving specific regard to a range of matters set out in Section 172(1) as listed below:

 

a. The interests of the company's employees

b. The business relationships with our customers, suppliers and others

c. The impact of the company's operations on the environment and the communities in which we operate

d. The reputation of the company with regard to its standards of business conduct

e. The need to act fairly between all stakeholders of the company

 

The directors understand the need to act fairly between employees and the company. Regular meetings and annual reviews ensure that our employees have the ability to raise suggestions and issues. The company has invested in the health and safety of all of its stakeholders - employees, customers, suppliers, and others - to provide safe and welcoming environment to engage with the company.

 

Maintaining strong and effective relationships with our supplier base is critical to the success of the business. The directors and colleagues keep in constant contact with our suppliers to provide information when required, and acting on any feedback or concerns.

Sustainability information statement

 

Streamlined Energy & Carbon Reporting (SECR)

The Company has assessed its energy and carbon usage and the carbon emissions resulting from its activities using an operational control basis in line with the UK Government's Environmental Reporting Guidelines 2019. This assessment indicated a total of 447 tonnes of CO2e (tCO2e) during the year to 31 December 2024.

 

Environmental Metrics – Directors Report

Total eCO2

Total KWH

 

 

 

Business Travel (Car, Rail + Taxi’s)

16,527

-

Office Usage (Horwich HQ)

-

123,520

UK Warehouse Fulfillment

-

39,520

BE Warehouse Fulfillment

-

78,997

UK Distribution

430,676

-

Total Usage

447,203

242,037

 

 

 

Emissions per UK Revenue (£000)

4.76

kg per £1k rev

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REPRESENT CLOTHING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

On behalf of the board

Mr P Spencer
Director
30 April 2025
REPRESENT CLOTHING LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Results and dividends

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £3,708,140 (2023: £3,096,000) The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr M W Heaton
Mr G L Heaton
Mr P Spencer
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Auditor

Royce Peeling Green Limited were appointed as auditor to the group in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Strategic report

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of risks and future developments.

REPRESENT CLOTHING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
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 auditor of the company 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 auditor of the company is aware of that information.

On behalf of the board
Mr P Spencer
Director
30 April 2025
REPRESENT CLOTHING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF REPRESENT CLOTHING LIMITED
- 7 -
Opinion

We have audited the financial statements of Represent Clothing Limited (the 'parent company') and its subsidiary (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

REPRESENT CLOTHING LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF REPRESENT CLOTHING LIMITED
- 8 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

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.

We evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates and significant one-off or unusual transactions.

Our audit procedures were designed to respond to those identified risks, including non-compliance with laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit procedures included but were not limited to:

REPRESENT CLOTHING LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF REPRESENT CLOTHING LIMITED
- 9 -

Our audit procedures in relation to fraud included but were not limited to:

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Senior statutory auditor exemption
Jonathan Hayward
Senior Statutory Auditor
For and on behalf of
30 April 2025
Royce Peeling Green Limited
Chartered Accountants
Statutory Auditor
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
REPRESENT CLOTHING LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
93,896,553
80,825,864
Cost of sales
(38,998,502)
(34,365,243)
Gross profit
54,898,051
46,460,621
Administrative expenses
(42,440,470)
(33,437,350)
Operating profit
5
12,457,581
13,023,271
Interest receivable and similar income
9
269,104
45,762
Profit before taxation
12,726,685
13,069,033
Tax on profit
10
(602,923)
(3,248,865)
Profit for the financial year
24
12,123,762
9,820,168
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
REPRESENT CLOTHING LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
12
1,522,782
1,365,542
Tangible assets
13
4,357,315
2,362,306
5,880,097
3,727,848
Current assets
Stocks
16
18,075,602
11,427,813
Debtors
17
8,113,953
6,432,932
Cash at bank and in hand
19,229,919
21,688,178
45,419,474
39,548,923
Creditors: amounts falling due within one year
18
(22,091,378)
(23,488,228)
Net current assets
23,328,096
16,060,695
Total assets less current liabilities
29,208,193
19,788,543
Provisions for liabilities
Provisions
19
447,394
-
0
Deferred tax liability
20
833,382
368,644
(1,280,776)
(368,644)
Net assets
27,927,417
19,419,899
Capital and reserves
Called up share capital
23
303
279
Share premium account
24
91,872
-
0
Profit and loss reserves
24
27,835,242
19,419,620
Total equity
27,927,417
19,419,899
The financial statements were approved by the board of directors and authorised for issue on 30 April 2025 and are signed on its behalf by:
30 April 2025
Mr P Spencer
Director
Company registration number 09221485 (England and Wales)
REPRESENT CLOTHING LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
12
1,522,782
1,365,542
Tangible assets
13
4,029,673
2,236,685
Investments
14
8
8
5,552,463
3,602,235
Current assets
Stocks
16
17,448,339
11,427,813
Debtors
17
14,441,900
7,120,089
Cash at bank and in hand
15,634,877
21,312,227
47,525,116
39,860,129
Creditors: amounts falling due within one year
18
(24,244,661)
(23,462,372)
Net current assets
23,280,455
16,397,757
Total assets less current liabilities
28,832,918
19,999,992
Provisions for liabilities
Provisions
19
447,394
-
0
Deferred tax liability
20
833,382
368,644
(1,280,776)
(368,644)
Net assets
27,552,142
19,631,348
Capital and reserves
Called up share capital
23
303
279
Share premium account
24
91,872
-
0
Profit and loss reserves
24
27,459,967
19,631,069
Total equity
27,552,142
19,631,348

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £11,537,038 (2023 - £10,031,617 profit).

The financial statements were approved by the board of directors and authorised for issue on 30 April 2025 and are signed on its behalf by:
30 April 2025
Mr P Spencer
Director
Company registration number 09221485 (England and Wales)
REPRESENT CLOTHING LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
279
-
0
12,695,452
12,695,731
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
9,820,168
9,820,168
Dividends
11
-
-
(3,096,000)
(3,096,000)
Balance at 31 December 2023
279
-
0
19,419,620
19,419,899
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
12,123,762
12,123,762
Issue of share capital
23
24
91,872
-
91,896
Dividends
11
-
-
(3,708,140)
(3,708,140)
Balance at 31 December 2024
303
91,872
27,835,242
27,927,417
Share premium account - This account represents the amount above the nominal value received for issued share capital, less transaction costs.
Profit and loss reserve - This reserve represents the accumulated profits and losses of the Group.

The notes on pages 16 to 34 form part of these financial statements.

REPRESENT CLOTHING LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
279
-
0
12,695,452
12,695,731
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
10,031,617
10,031,617
Dividends
11
-
-
(3,096,000)
(3,096,000)
Balance at 31 December 2023
279
-
0
19,631,069
19,631,348
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
11,537,038
11,537,038
Issue of share capital
23
24
91,872
-
91,896
Dividends
11
-
-
(3,708,140)
(3,708,140)
Balance at 31 December 2024
303
91,872
27,459,967
27,552,142
Share premium account - This account represents the amount above the nominal value received for issued share capital, less transaction costs.
Profit and loss reserve - This reserve represents the accumulated profits and losses of the Company.

The notes on pages 16 to 34 form part of these financial statements.

REPRESENT CLOTHING LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
30
7,385,724
15,633,990
Income taxes paid
(3,154,876)
(3,462,145)
Net cash inflow from operating activities
4,230,848
12,171,845
Investing activities
Purchase of intangible assets
(424,067)
(69,209)
Purchase of tangible fixed assets
(2,918,817)
(2,251,864)
Proceeds from disposal of tangible fixed assets
914
-
Interest received
269,104
45,762
Net cash used in investing activities
(3,072,866)
(2,275,311)
Financing activities
Proceeds from issue of shares
91,899
-
Dividends paid to equity shareholders
(3,708,140)
(3,096,000)
Net cash used in financing activities
(3,616,241)
(3,096,000)
Net (decrease)/increase in cash and cash equivalents
(2,458,259)
6,800,534
Cash and cash equivalents at beginning of year
21,688,178
14,887,644
Cash and cash equivalents at end of year
19,229,919
21,688,178
The company is a qualifying entity for the purposes of FRS102 and has elected to take the exemption under paragraph 1.12(b) of FRS102 not to present the company statement of cash flows.
REPRESENT CLOTHING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
1
Accounting policies
Company information

Represent Clothing Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales.

 

The registered office is Unit 1, Northgate Close, Horwich, Bolton, Lancashire, BL6 6PQ.

 

The group consists of Represent Clothing Limited and all of its subsidiaries.

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.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Represent Clothing Limited together with all entities controlled by the parent company (its subsidiary).

 

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

REPRESENT CLOTHING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 3 years.

1.6
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Software
33.33% straight line
Intellectual property
10% straight line
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Land and buildings
In line with lease agreements
Plant and machinery
25% straight line
Fixtures, fittings and computer equipment
25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

In the year, land and buildings depreciation rate has been changed to 'in line with lease arrangements'. This change has seen an increase in depreciation charge on land and buildings of £2,000 compared to the projected depreciation charge if the policy was unchanged from the prior year.

REPRESENT CLOTHING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.8
Fixed asset investments

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the profit and loss.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

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 (or cash-generating unit) 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 (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell. Cost comprises direct materials, freight and duties.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
Cash and cash equivalents

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

REPRESENT CLOTHING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

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. Financial assets classified as receivable within one year are not amortised.

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.

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 group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

REPRESENT CLOTHING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
Derecognition of financial liabilities

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

1.13
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 profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.14
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group 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.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Maintainable Profits model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

1.17
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit and loss on a straight line basis over the term of the relevant lease.

REPRESENT CLOTHING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.18
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 the profit and loss.

 

The subsidiary entity is consolidated into the group accounts by translating the balance sheet at the year end exchange rate and by translating the profit & loss account at an average rate from throughout the financial year.

1.19

Exceptional items

The group classifies certain one-off charges or credits that have a material impact on the group's financial results as 'Exceptional Items'. These are disclosed separately to provide further understanding of the financial performance of the group.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Stock provision

The provision is based on a review of old/ slow moving stock lines and the estimated realisation of that stock. The estimated realisation is based on past experience and subsequent recovery after the year end. These judgements are regularly reviewed to reflect the changing environment.

Bad debt provision

The bad debt provision is based on a review of old/slow paying customer balances and the estimated recoverability of those balances. Estimated recoverability is based on past experience and subsequent recovery after the year end. These judgements are regularly reviewed to reflect the changing environment.

Depreciation and amortisation

The depreciation and amortisation expense is the recognition of the decline in the value of the asset and allocation of the cost of the asset over the periods in which the asset will be used. Judgments are made as to the estimated useful life of the assets; these are regularly reviewed to reflect the changing environment.

3
Turnover and other revenue
REPRESENT CLOTHING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Turnover and other revenue
(Continued)
- 22 -
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
56,823,641
46,616,358
Europe
19,206,677
19,414,608
Rest of the World
17,866,235
14,794,898
93,896,553
80,825,864
2024
2023
£
£
Other revenue
Interest income
269,104
45,762
4
Exceptional item
2024
2023
£
£
Expenditure
Exceptional item - Overseas VAT
105,050
713,000
Exceptional item - Strategic Project Costs
1,243,618
-
1,348,668
713,000

Overseas VAT - The group has incurred costs relating to the calculation of historical overseas sales tax.

 

Strategic Project Costs - During the year costs have been incurred relating to a restructure of the group.

5
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging:
Exchange losses
20,655
521,746
Depreciation of owned tangible fixed assets
900,537
174,416
Loss on disposal of tangible fixed assets
22,357
-
Amortisation of intangible assets
266,827
200,234
Operating lease charges
789,178
177,415
REPRESENT CLOTHING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
34,000
24,500
Audit of the financial statements of the company's subsidiaries
4,000
794
38,000
25,294
For other services
Taxation compliance services
3,500
9,135
All other non-audit services
14,277
29,158
17,777
38,293
7
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Digital
24
21
21
21
Product
48
29
48
29
Administration
25
16
25
16
Retail
10
-
10
-
Total
107
66
104
66

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
6,581,253
4,494,133
6,108,226
4,465,918
Social security costs
796,325
673,340
757,222
670,411
Pension costs
196,846
125,605
196,846
125,605
7,574,424
5,293,078
7,062,294
5,261,934
8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
810,899
983,537
REPRESENT CLOTHING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Directors' remuneration
(Continued)
- 24 -

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2023 - 2).

The number of directors who exercised share options during the year was 1 (2023 - 0).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
367,010
460,081

The highest paid director has exercised share options during the year.

9
Interest receivable and similar income
2024
2023
£
£
Interest income
Other interest income
269,104
45,762
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
138,185
2,911,913
Adjustments in respect of prior periods
-
0
26,473
Total current tax
138,185
2,938,386
Deferred tax
Origination and reversal of timing differences
464,738
310,479
Total tax charge
602,923
3,248,865
REPRESENT CLOTHING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 25 -

The actual 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
12,726,685
13,069,033
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
3,181,671
3,267,258
Tax effect of expenses that are not deductible in determining taxable profit
331,328
10,904
Unutilised tax losses carried forward
-
0
52,863
Adjustments in respect of prior years
-
0
26,473
Effect of change in corporation tax rate
-
(182,353)
Other permanent differences
-
0
(1,180)
Tax relief on share options
(3,121,508)
-
0
Tax effect of net capital allowances
322,006
74,900
Other tax adjustments
(110,574)
-
0
Taxation charge
602,923
3,248,865
11
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Final paid
3,708,140
3,096,000
12
Intangible fixed assets
Group
Goodwill
Software
Intellectual property
Intangible assets under construction
Total
£
£
£
£
£
Cost
At 1 January 2024
300,000
214,865
1,397,494
-
0
1,912,359
Additions
-
0
360,118
-
0
63,949
424,067
At 31 December 2024
300,000
574,983
1,397,494
63,949
2,336,426
Amortisation and impairment
At 1 January 2024
300,000
60,485
186,332
-
0
546,817
Amortisation charged for the year
-
0
126,950
139,877
-
0
266,827
At 31 December 2024
300,000
187,435
326,209
-
0
813,644
REPRESENT CLOTHING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Intangible fixed assets
(Continued)
- 26 -
Carrying amount
At 31 December 2024
-
0
387,548
1,071,285
63,949
1,522,782
At 31 December 2023
-
0
154,380
1,211,162
-
0
1,365,542
Company
Goodwill
Software
Intellectual property
Intangible assets under construction
Total
£
£
£
£
£
Cost
At 1 January 2024
300,000
214,865
1,397,494
-
0
1,912,359
Additions
-
0
360,118
-
0
63,949
424,067
At 31 December 2024
300,000
574,983
1,397,494
63,949
2,336,426
Amortisation and impairment
At 1 January 2024
300,000
60,485
186,332
-
0
546,817
Amortisation charged for the year
-
0
126,950
139,877
-
0
266,827
At 31 December 2024
300,000
187,435
326,209
-
0
813,644
Carrying amount
At 31 December 2024
-
0
387,548
1,071,285
63,949
1,522,782
At 31 December 2023
-
0
154,380
1,211,162
-
0
1,365,542
REPRESENT CLOTHING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
13
Tangible fixed assets
Group
Land and buildings
Assets under construction
Plant and machinery
Fixtures, fittings and computer equipment
Total
£
£
£
£
£
Cost
At 1 January 2024
1,779,035
-
0
83,570
815,657
2,678,262
Additions
2,011,633
103,050
2,252
801,882
2,918,817
Disposals
-
0
-
0
(6,927)
(98,018)
(104,945)
At 31 December 2024
3,790,668
103,050
78,895
1,519,521
5,492,134
Depreciation and impairment
At 1 January 2024
127,531
-
0
13,564
174,861
315,956
Depreciation charged in the year
466,645
-
0
19,432
414,460
900,537
Eliminated in respect of disposals
-
0
-
0
(5,581)
(76,093)
(81,674)
At 31 December 2024
594,176
-
0
27,415
513,228
1,134,819
Carrying amount
At 31 December 2024
3,196,492
103,050
51,480
1,006,293
4,357,315
At 31 December 2023
1,651,504
-
0
70,006
640,796
2,362,306
Company
Land and buildings
Assets under construction
Plant and machinery
Fixtures, fittings and computer equipment
Total
£
£
£
£
£
Cost
At 1 January 2024
1,654,174
-
0
83,570
814,857
2,552,601
Additions
1,601,092
103,050
2,252
788,288
2,494,682
Disposals
-
0
-
0
(6,927)
(98,018)
(104,945)
At 31 December 2024
3,255,266
103,050
78,895
1,505,127
4,942,338
Depreciation and impairment
At 1 January 2024
127,531
-
0
13,564
174,821
315,916
Depreciation charged in the year
247,332
-
0
19,432
411,659
678,423
Eliminated in respect of disposals
-
0
-
0
(5,581)
(76,093)
(81,674)
At 31 December 2024
374,863
-
0
27,415
510,387
912,665
Carrying amount
At 31 December 2024
2,880,403
103,050
51,480
994,740
4,029,673
At 31 December 2023
1,526,643
-
0
70,006
640,036
2,236,685
REPRESENT CLOTHING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
8
8
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
8
Carrying amount
At 31 December 2024
8
At 31 December 2023
8
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Represent Clothing Inc
461 N Robertson Boulevard, West Hollywood, California, CA 90048, USA
Retail sale of clothing in specialised stores
Ordinary Shares
100.00
16
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
18,075,602
11,427,813
17,448,339
11,427,813
17
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
4,518,925
4,898,939
4,145,320
4,898,939
Unpaid share capital
-
0
3
-
0
3
Corporation tax recoverable
115,075
-
0
115,075
-
0
Amounts owed by group undertakings
18,919
-
6,896,295
941,062
Other debtors
2,539,865
647,495
2,456,008
647,495
Prepayments and accrued income
921,169
886,495
829,202
632,590
8,113,953
6,432,932
14,441,900
7,120,089
REPRESENT CLOTHING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Trade creditors
10,259,603
10,717,009
10,198,693
10,692,188
Amounts owed to group undertakings
340,961
-
0
2,747,234
-
0
Corporation tax payable
(1,685,241)
1,216,375
(1,685,241)
1,216,375
Other taxation and social security
5,495,676
3,828,910
5,433,504
3,827,875
Other creditors
1,540,817
2,142,850
1,517,731
2,142,850
Accruals and deferred income
6,139,562
5,583,084
6,032,740
5,583,084
22,091,378
23,488,228
24,244,661
23,462,372
19
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£
£
£
£
447,394
-
447,394
-
Movements on provisions:
Group
£
Additional provisions in the year
447,394
Dilapidations provisions
Company
£
Additional provisions in the year
447,394

As part of the group's property leasing arrangements there is an obligation to return the leased property to it’s original condition at the end of the lease. This obligation may include repairs, reinstatement, or removal of leasehold improvements. The cost is charged to the profit and loss as the obligation arises, and is expected to be utilised on termination of related property leases

.

REPRESENT CLOTHING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
833,382
370,745
Short term timing differences
-
(2,101)
833,382
368,644
Liabilities
Liabilities
2024
2023
Company
£
£
Accelerated capital allowances
833,382
370,745
Short term timing differences
-
(2,101)
833,382
368,644
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 January 2024
368,644
368,644
Charge to profit or loss
464,738
464,738
Liability at 31 December 2024
833,382
833,382

 

21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
196,846
125,605

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

REPRESENT CLOTHING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
22
Share-based payment transactions

On 31 August 2022 the company issued share options under the terms of an Enterprise Management Incentive (EMI) employee share option scheme to three employees. The earliest date on which the option may be exercised shall be the date at any time prior to the 9th anniversary of the date hereof on which an exit occurs.

Group
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 January 2024 and 31 December 2024
-
24
-
3,829.00
Exercisable at 31 December 2024
-
24
-
3,829.00

The options outstanding at 31 December 2024 had an exercise price of £3,829

Company
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 January 2024
24
24
3,829.00
3,829.00
Exercised
(24)
-
(3,829.00)
-
Outstanding at 31 December 2024
-
24
-
3,829.00
Exercisable at 31 December 2024
-
24
-
3,829.00

 

23
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of £1 each
303
276
303
276
Ordinary G1 shares of £1 each
-
2
-
2
Ordinary G2 shares of £1 each
-
1
-
1
303
279
303
279
REPRESENT CLOTHING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
23
Share capital
(Continued)
- 32 -

During the year, 24 Ordinary B shares (2023: Nil) were issued to employees as they executed their share options under the EMI scheme. Proceeds of £91,896 were received from the employees.

The holders of Ordinary A shares are entitled to receive notice of, and attend and speak at all general meetings of the company. The holders can vote on all resolutions at a general meeting of the Company and receive and vote upon any resolution of the members of the Company by way of written resolution.

The holders of Ordinary G1 shares and G2 shares are not entitled to receive notice of, and attend and speak at all general meetings of the company. The holders cannot vote on any resolution at a general meeting of the Company and are not permitted to receive or vote upon any resolution of the members of the Company by way of written resolution. The Ordinary G1 shares and Ordinary G2 shares carry no rights to participate in any dividend or other income distribution declared, made or paid by the Company.

On 18 September 2024, the 24 Ordinary B shares, 2 Ordinary G1 shares and 1 Ordinary G1 shares were converted into Ordinary A shares of £1 each. At the year end there were 303 Ordinary A shares in issue.

24
Reserves
Share premium

Share premium represents the difference between the par value and the total price received on an issue of shares.

25
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
1,076,054
620,442
918,050
120,714
Between two and five years
3,374,379
481,836
3,374,379
323,832
In over five years
-
5,929
-
5,929
4,450,433
1,108,207
4,292,429
450,475
26
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2024
2023
2024
2023
£
£
£
£
Acquisition of tangible fixed assets
1,357,318
248,695
1,248,330
-
REPRESENT CLOTHING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 33 -
27
Related party transactions
Remuneration of key management personnel

The total remuneration received by key management personnel during the year was £956,469 (2023: £983,537).

Transactions with related parties

During the year the company loaned £340,961 to certain employees for the purchase of shares in Owners Club Topco Limited. The loans bear interest at the official interest rate set by HMRC for beneficial loan arrangements, 2.25% for 2024. At the year end the balance outstanding was £340,961 (2023: £Nil).

Other information

The Company has taken advantage of the exemption conferred by FRS 102 Section 33 not to disclose transactions with members of the group.

28
Directors' transactions

Dividends totalling £2,064,000 (2023 - £3,096,000) were paid in the year in respect of shares held by the company's directors.

 

At the year end, there is an aggregated Directors Loan Account balance of £79,362 (asset) (2023: £85,964 (liability)). The loans are repayable on demand and bear interest at the official interest rate set by HMRC for beneficial loan arrangements, 2.25% for 2024.

29
Controlling party

The company is owned and controlled by Owners Club Bidco Limited by virtue of their 100% shareholding.

 

The ultimate parent company is Owners Club Topco Limited.

 

The ultimate controlling party is G Heaton and M Heaton by virtue of their majority shareholding in the ultimate parent company.

REPRESENT CLOTHING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 34 -
30
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
12,123,762
9,820,168
Adjustments for:
Taxation charged
602,923
3,248,865
Investment income
(269,104)
(45,762)
Loss on disposal of tangible fixed assets
22,357
-
Amortisation and impairment of intangible assets
266,827
200,234
Depreciation and impairment of tangible fixed assets
900,537
174,416
Increase in provisions
447,394
-
Movements in working capital:
Increase in stocks
(6,647,789)
(1,604,782)
Increase in debtors
(1,565,949)
(4,551,582)
Increase in creditors
1,504,766
8,392,433
Cash generated from operations
7,385,724
15,633,990

 

31
Analysis of changes in net funds - group
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
21,688,178
(2,458,259)
19,229,919
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