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Registered number: 02024802












MAX MARA LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

 

MAX MARA LIMITED

CONTENTS



Page
Company information
 
1
Strategic report
 
2 - 5
Directors' report
 
6 - 7
Directors' responsibilities statement
 
8
Independent auditor's report
 
9 - 12
Profit and loss account
 
13
Balance sheet
 
14
Statement of changes in equity
 
15
Notes to the financial statements
 
16 - 29

 

MAX MARA LIMITED
 
COMPANY INFORMATION


Directors
V Prezioso 
M Usuardi 
A Ceglia 
E Sidoli 
A Simonazzi 
A Sarugia 
M Rossi 




Company secretary
M Usuardi



Registered number
02024802



Registered office
Second Floor
33 Wigmore Street

London

W1U 1QX




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

MAX MARA LIMITED
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Principal activities
 
The principal activities of the company during the year were the wholesaling and retailing of women's fashion clothing. 

Business review and key performance indicators
 
General outlook
After a challenging 2023 characterised by geopolitical tensions, high inflation, and by the tightening of the global monetary policies, the macroeconomic scenario in 2024 has remained highly uncertain, given the continuation of the Russo-Ukrainian conflict, the persistent tensions in the Middle East stemming from the Israeli-Palestinian conflict, and the complexities arising from the transformations of the European and U.S. government scenarios as a consequence of the respective political elections.   
Such circumstances, of extraordinary nature and magnitude, have had direct and indirect effects on economic activity, as well as determined a context of general uncertainty with an impact in particular on distribution chains, the development of demand in international markets, the procurement of goods and raw materials, and the trend of inflation and interest rates.   
Despite the complexities of the geopolitical scenario, the global economy has been characterized by moderate growth, with a slight decrease in inflation.   
The trend of GDP in the main business areas forecasts growth for 2024 of 2.8% for the United States of America, 0.8% for the Eurozone, 5.0% for the People's Republic of China and 0.9% in the UK.  
The company operates in primary markets on a global scale, exposing it to risks of social, economic, and political instability in specific geographical areas. The market in which the company operates is influenced by these general trends and the evolution of the geopolitical situation has had an impact on the company, although not significant, mainly in terms of contraction of business volume in specific markets, as well as indirect effects concerning the prices of certain specific production factors, still influenced by inflationary pressures.
Considering the ongoing evolution of the international context, the economic and asset effects of the aforementioned phenomena are and will remain subject to constant monitoring by management.
Despite this macroeconomic and financial scenario, given the positive result achieved in the 2024 financial year and the financial solidity of the company, the financial statements have been prepared on a going concern basis.
Business review
The year 2024 was marked by a stabilisation of the market demand throughout the year, which lead to a limited low single digit increase in the turnover.
The business measures itself in a number of different ways using key performance indicators (KPIs), at the highest level these are as follows:
- Turnover growth
- Operating profit percentage
Turnover increased from £71,315,848 in 2023 to £71,724,351 in 2024, a 1% increase. The low growth is attributable to the difficult trading conditions mentioned above. 
The most significant expenditure incurred by the company are property and staffing costs. These are semi-fixed in nature, but management review and control the level of costs where possible.


 
Page 2

 

MAX MARA LIMITED

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Business review (continued)
The points noted above have resulted in a reduced operating profit for the year of £1,925,478 (2023: £2,246,301). The operating profit has decreased despite a moderate increase in turnover due to inflationary increases in costs. 
The directors have actively reviewed the company's cashflow and cash requirements throughout the year. The cash balance decreased from £11,715,700 as at 31 December 2023 to £7,305,168 as at 31 December 2024. The decrease is partly due to capital works undertaken during the year on certain stores and concessions.
Stock balances also decreased marginally from £10,683,659 as at 31 December 2023 to £10,360,760 as at 31 December 2024.
Despite the uncertain trading conditions, the company continues to maintain a strong net asset position of £20,526,810 (2023: £18,805,415).

Principal risks and uncertainties
 
It is necessary to consider with extreme caution the evolving tensions on the international stage that have arisen and still persists in this fiscal year.
Indeed, a picture of great uncertainty remains for 2025 as a consequence of the unpredictable evolution of the conflict between Russia and Ukraine, the Israeli-Palestinian situation, and the tensions on international trade resulting from the announced, more aggressive, U.S. tariff policy.   
All this will have inevitable repercussions on the macroeconomic context and, consequently, on the trend of inflation and general economic conditions.   
The company's presence in key markets globally exposes it to risks of social, economic, and political instability in specific geographical areas that could have impacts on the company's performance, mainly attributable to a contraction in business volume in specific markets, an increase in the price of certain production factors or normal procurement costs, as well as the trend of certain financial components (exchange rates, interest rates) and operational components, such as possible critical issues in the sales chain following further sanction schemes imposed or unfavorable tariff policies.   
Considering the continuous evolution of the international context, the potential economic and financial effects of these phenomena are not entirely determinable as of today and will be subject to constant monitoring by management in the continuation of the year.   
Despite the aforementioned elements of strong uncertainty, we are moderately optimistic about the possibility of achieving a positive result in 2025 as well, in line with previous years.   
The directors do not consider that the business is exposed to particular risks and uncertainties, with the following exceptions:
 
Regarding internal risks, in the current economic and social context, cybersecurity risks are increasing, mainly due to specific criminal actions. If successful, such attacks could have a negative impact on normal business management operations, financial conditions, and overall company reputation. Therefore, management has taken all necessary actions to maintain current information systems protected, as well as to raise awareness and train all employees on the importance of internal procedures aimed at keeping information secure.
The company's compliance with tax regulations is subject to constant verification and validation activities to monitor activities with potential tax impacts in the main company processes and on the company's results.

Page 3

 

MAX MARA LIMITED

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


Liquidity risk

The company has a working capital cycle resulting in peak requirement periods in the year. The company manages its cash requirements to ensure that it has sufficient liquid resources to meet the operating needs of the business.

Credit risk

Sales in the company's retail stores do not give rise to credit risk. The company has implemented policies on its  wholesale business that require appropriate credit checks on direct channel customers and assessment of the payment terms before sales are made.
 
Future developments

The directors feel that measures taken to date coupled with the financial position of the company and group and experience of both the UK and group management teams leaves the company well placed to navigate through this period of uncertainty with the intention to focus on further growth in the next few years.  

Directors' statement of compliance with duty to promote the success of the company
 
Section 172 (1)(a) to (f) requires the directors to act in the way they consider would be most likely to promote the success of the company for the benefit of its members, as a whole, with regard to the following matters:
a) The likely consequences of any decision in the long-term
The company directors have regular meetings on a seasonal basis. This enables the directors to fully understand the performance and the position of the company when making decision of strategic importance. Directors meet on an ad hoc basis to consider transactions of strategic importance that arise outside the seasonal meetings cycle. 
When directors are approving decisions of strategic importance, the Board considers Section 172 requirements, the strategic requirements of the group and the potential outcome of the decisions in the long term.
b) The interests of the company's employees
The directors consider the company’s employees as the greatest asset and their interests are always taken into consideration when making decisions. An open environment is encouraged and the company aims to be a responsible employer in its approach to employees and employment matters including salary and benefits, diversity and inclusion, training and professional development.
c) The need to foster the company's business relationships with suppliers, customers and others
The directors and the management team work closely with clients and suppliers to build long-term relationships. The company aims to work with its suppliers in an environment that reflects the values and behaviours the company would expect from its own employees.
d) The impact of the company's operations on the community and environment
Max Mara brands have been progressively strengthening their commitment to a long term and sustainable growth as a mean to further meet stakeholders’ expectations by creating shared value. 
e) The desirability of the company maintaining a reputation for high standards of business conduct
The directors' intentions are to behave responsibly and to ensure that management operates in a responsible manner, adhering to the high standards of business conduct and good governance while contributing to the company’s continued success.
 
Page 4

 

MAX MARA LIMITED

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

f) The need to act fairly as between members of the company
The company has one sole shareholder, Max Mara Fashion Group Srl., and the directors have regular and open dialogue with its representatives.


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



A Sarugia
Director
 
Date: 
19 June 2025
Page 5

 

MAX MARA LIMITED

DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

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

Results

The profit for the year, after taxation, amounted to £1,721,395 (2023: £1,889,452).

The directors do not recommend a dividend.

Directors

The directors who served during the year were:

V Prezioso 
M Usuardi 
A Ceglia 
E Sidoli 
A Simonazzi 
A Sarugia (appointed 12 November 2024)
M Rossi (appointed 12 November 2024)

Greenhouse gas emissions, energy consumption and energy efficiency action

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


2024
2023

Emissions resulting from activities for which the company is responsible involving business travel in rental cars or employee-owned vehicles where company is responsible for purchasing the fuel (Scope 3) (in tonnes of CO2 equivalent)
1
1

Emissions resulting from the purchase of the electricity by the company for its own use (Scope 2) (in tonnes of CO2 equivalent)
183
136

Energy consumed from activities for which the company is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the company for its own use, including for the purposes of transport (in kWh)
889,751
661,547

Methodology
The boundaries of this report are based on operational control. We report our emissions with reference to the latest Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol). In accordance with the 2018 Regulations, the energy use and associated greenhouse gas emissions are for those within the UK only that come under the operational control boundary. The 2023 UK Government GHG Conversion Factors for Company Reporting published by the UK Department for Energy Security and Net Zero (DESNZ) are used to convert energy use in our operations to emissions of CO2e. Carbon emission factors for purchased electricity calculated according to the ‘location-based grid average’ method. This reflects the average emission of the grid where the energy consumption occurs. Data sources include billing, invoices and internal systems. For Grey Fleet Business mileage, Litres purchased were used to calculate emissions based on assumption that all fuel was unleaded petrol.
 
Page 6

 

MAX MARA LIMITED

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


Primary energy efficiency measures implemented
Max Mara Limited did not undertake any energy efficiency actions during the reporting period.

Intensity Ratio
We measure our annual emissions in relation to total revenue (our 'intensity ratio'). As a retail and wholesale business, total revenue is a quantifiable factor associated with our activities. For the year ended 31 December 2024, the tonne per £m of revenue was 2.6 tCO2e (2023: 1.9 tC02e).

 
 Matters covered in the Strategic report

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information,  required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', the strategic report.

Disclosure of information to auditor

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

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

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





A Sarugia
Director

Date: 19 June 2025
Page 7

 

MAX MARA LIMITED
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors are responsible for preparing the strategic report, the directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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;

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

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 8

 

MAX MARA LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MAX MARA LIMITED
 FOR THE YEAR ENDED 31 DECEMBER 2024

Opinion


We have audited the financial statements of Max Mara Limited (the 'company') for the year ended 31 December 2024, which comprise the profit and loss account, the balance sheet, the statement of changes in equity and the notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the 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.


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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Page 9

 

MAX MARA LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MAX MARA LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the 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.


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 set out on page 8, 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.


Page 10

 

MAX MARA LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MAX MARA LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

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:

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the retail sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

performed analytical procedures to identify any unusual or unexpected relationships;
tested a sample of journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC.
Page 11

 

MAX MARA LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MAX MARA LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.


Use of our report
 

This report is made solely to the company's members in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an 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 for our audit work, for this report, or for the opinions we have formed.





Mark Hart (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

 
Date: 
19 June 2025
Page 12

 

MAX MARA LIMITED
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
71,724,351
71,315,848

Cost of sales
  
(37,632,503)
(38,471,665)

Gross profit
  
34,091,848
32,844,183

Distribution costs
  
(10,919,625)
(10,251,984)

Administrative expenses
  
(21,246,745)
(20,345,898)

Operating profit
 5 
1,925,478
2,246,301

Interest receivable and similar income
 8 
515,191
356,296

Interest payable and similar expenses
 9 
(29,908)
(56)

Profit before tax
  
2,410,761
2,602,541

Tax on profit
 10 
(689,366)
(713,089)

Profit for the financial year
  
1,721,395
1,889,452

There are no items of other comprehensive income for 2024 or 2023 other than the profit for the yearAs a result, no separate Statement of comprehensive income has been presented.

Page 13


 
REGISTERED NUMBER:02024802
MAX MARA LIMITED

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 11 
2,559,241
1,814,236

  
2,559,241
1,814,236

Current assets
  

Stocks
 12 
10,360,760
10,683,659

Debtors
 13 
15,359,299
12,132,181

Cash at bank and in hand
  
7,305,168
11,715,700

  
33,025,227
34,531,540

Creditors: amounts falling due within one year
 14 
(14,347,887)
(17,132,947)

Net current assets
  
 
 
18,677,340
 
 
17,398,593

Total assets less current liabilities
  
21,236,581
19,212,829

Creditors: amounts falling due after more than one year
 15 
(486,055)
(277,125)

Provisions for liabilities
  

Deferred tax
 16 
(223,716)
(130,289)

  
 
 
(223,716)
 
 
(130,289)

Net assets
  
20,526,810
18,805,415


Capital and reserves
  

Called up share capital 
 17 
12,400,000
12,400,000

Profit and loss account
 18 
8,126,810
6,405,415

  
20,526,810
18,805,415


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




A Sarugia
Director

Date: 19 June 2025

The notes on pages 16 to 29 form part of these financial statements.
Page 14

 

MAX MARA LIMITED

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
12,400,000
4,515,963
16,915,963


Comprehensive income for the year

Profit for the financial year
-
1,889,452
1,889,452
Total comprehensive income for the year
-
1,889,452
1,889,452



At 1 January 2024
12,400,000
6,405,415
18,805,415


Comprehensive income for the year

Profit for the financial year
-
1,721,395
1,721,395
Total comprehensive income for the year
-
1,721,395
1,721,395


At 31 December 2024
12,400,000
8,126,810
20,526,810
Page 15

 

MAX MARA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Max Mara Limited's principal activities were the wholesaling and retailing of women's fashion clothing.
The company is a private company limited by shares and is incorporated in England. The address of its registered office and principal place of business is Second Floor, 33 Wigmore Street, London, W1U 1QX.
The financial statements are presented in Sterling (£).

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland ('FRS 102') and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also required management to exercise judgement in applying the company's accounting policies (see note 3). 
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102:

Section 3 Financial Statement Presentation paragraph 3.17(d) (inclusion of statement of cash
flows);
Section 7 Statement of Cash Flows (inclusion of statement of cash flows);
Section 11 Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47,
11.48(a)(iii),11.48(a)(iv), 11.48(b) and 11.48(c) (disclosures relating to financial instruments);
Section 33 Related Party Disclosures paragraph 33.7 (disclosures of key management personnel
compensation).

The information is included within the consolidated financial statements of Max Mara Fashion Group S.r.l. as at 31 December 2024. These financial statements may be obtained from Camera di Commercio, Industria, Artigianato ed Agricoltura di Torino, Italy at www.to.camcom.it.   
                                                                        
The following principal accounting policies have been applied:

Page 16

 

MAX MARA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.2

Going concern

As noted in the Strategic Report, the flat demand throughout the year impacted turnover which performed with a limited increase compared to the previous year. In the context of market demand increase the company expanded sales channels with the opening of new concessions and boosting the e-commerce performance through the whole year.
Given the strong operational inter-dependency with other group companies the directors continue to have dialogue with group management on all operational and financing matters and as is the culture and ethos of the group, there is full collaboration and support.
The directors have actively reviewed the company’s cashflow and cash requirements throughout the year. The increased sales allowed the company to generate a cash surplus.
The directors believe that the company's financial position continues to be stable in the future.
At the date of approval of these financial statements the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the company has transferred the significant risks and rewards of ownership to the buyer;
the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the contract.

Page 17

 

MAX MARA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is Sterling (£).

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.

 
2.5

Interest income

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

Page 18

 

MAX MARA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.6

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
 
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.7

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 19

 

MAX MARA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.7
Tangible fixed assets (continued)

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

Depreciation is provided on the following basis:

Leasehold property
-
over the lease term
Fixtures and fittings
-
20%
Office equipment
-
33%

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

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

 
2.8

Operating leases

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.9

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.10

Financial instruments

The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. 
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 company after deducting all of its liabilities.

The company’s policies for its major classes of financial assets and financial liabilities are set out below. 
 

Page 20

 

MAX MARA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

  
Financial instruments (continued)

Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, and intercompany working capital balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
Financial liabilities
Basic financial liabilities, including trade and other creditors, and intercompany working capital balances, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. 
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. 
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 and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 

 
Page 21

 

MAX MARA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. 
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.

  
2.11

Share capital

Ordinary shares are classified as equity. Incremental costs that are directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

 
2.12

Cash and cash equivalents

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

 
2.13

Pensions

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

 
2.14

Provisions for liabilities

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

Page 22

 

MAX MARA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the company’s accounting policies, which are described in note 2, the only key estimate made by the directors is:
Stock provisioning
The carrying value of stock, at the lower of cost and net realisable value, is dependent on key judgements and estimates that are made by management. The judgements relating to stock include an estimation of the value of stock remaining at the end of a season, returns from customers, future expected average sales prices and disposal costs. These judgements also include consideration of specific factors and the developments in the market that have been identified throughout the year. Actual outcomes could be different to the assumptions used in determining the estimates.


4.


Turnover

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


2024
2023
£
£

Provision of goods
71,038,187
70,366,761

Provision of services
686,164
949,087

71,724,351
71,315,848


All turnover arose within the United Kingdom.


5.


Operating profit

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

2024
2023
£
£

Depreciation of tangible fixed assets
832,186
1,102,782

Exchange differences
(1,150)
3,691

Fees payable to the company's auditor for the audit of the company's annual financial statements
44,120
43,180

Fees payable to the company's auditor for the submission of the company's corporation tax return
11,380
7,665

Other operating lease rentals
13,322,777
12,697,422

Page 23

 

MAX MARA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

6.


Employees

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


2024
2023
£
£

Wages and salaries
5,769,366
5,144,183

Social security costs
575,627
551,966

Cost of defined contribution scheme
154,411
145,701

6,499,404
5,841,850


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


        2024
        2023
            No.
            No.







Sales and marketing staff
164
145



Administrative staff
6
6



Directors
7
5

177
156


7.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
27,726
-

Company contributions to defined contribution pension schemes
881
-

28,607
-


During the year retirement benefits were accruing to 1 director (2023 -NIL) in respect of defined contribution pension schemes.


8.


Interest receivable and similar income

2024
2023
£
£


Bank interest receivable
504,174
302,778

Other interest receivable
11,017
53,518

515,191
356,296

Page 24

 

MAX MARA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Interest payable and similar expenses

2024
2023
£
£


Other interest payable
29,908
56


10.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
595,939
773,340


Total current tax

595,939
773,340

Deferred tax


Origination and reversal of timing differences
93,427
(60,251)

Total deferred tax

93,427
(60,251)


Taxation on profit on ordinary activities
689,366
713,089

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 -higher than) the standard rate of corporation tax in the UK of 25% (2023 -23.5%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
2,410,761
2,602,541


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 -23.5%)
602,690
611,597

Effects of:


Expenses not deductible for tax purposes
55,713
32,843

Timing differences in respect of fixed assets
32,695
73,692

Short-term timing difference leading to an increase/(decrease) in taxation
(1,732)
(5,043)

Total tax charge for the year
689,366
713,089
Page 25

 

MAX MARA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
10.Taxation (continued)


Factors that may affect future tax charges

As of 1 January 2024, following the implementation of EU Directive 2022/2523 with Legislative Decree No. 209 of December 27, 2023, Max Mara Fashion Group S.r.l. falls within the scope of the so-called “Pillar Two” legislation.   
This legislation introduces a minimum effective tax rate of 15% on a jurisdictional basis for multinational enterprise groups and large-scale national groups with consolidated annual revenue of at least €750 million in at least two of the four preceding fiscal years.   
Many countries in which the Group operates have enacted national tax legislation to implement the OECD guidelines on “Pillar Two.”    
Max Mara Fashion Group S.r.l., in its capacity as parent company, has carried out an assessment of its exposure to any “top-up tax” based on the information available at the time of the analysis derived from the financial statements used to prepare the Group's consolidated financial statements for the year 2024, prepared in accordance with OIC accounting standards.
Based on this assessment, management believes that it is not exposed to top-up tax following the implementation of the “Pillar Two” legislation.


11.


Tangible fixed assets





Short leasehold property and improve- ments
Fixtures and fittings
Equipment
Total

£
£
£
£



Cost


At 1 January 2024
7,936,214
2,420,739
783,647
11,140,600


Additions
1,300,337
238,438
38,416
1,577,191



At 31 December 2024
9,236,551
2,659,177
822,063
12,717,791



Depreciation


At 1 January 2024
6,523,333
2,275,612
527,419
9,326,364


Charge for the year on owned assets
585,745
198,953
47,488
832,186



At 31 December 2024
7,109,078
2,474,565
574,907
10,158,550



Net book value



At 31 December 2024
2,127,473
184,612
247,156
2,559,241



At 31 December 2023
1,412,881
145,127
256,228
1,814,236

Page 26

 

MAX MARA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Stocks

2024
2023
£
£

Finished goods and goods for resale
10,360,760
10,683,659



13.


Debtors

2024
2023
£
£

Due after more than one year

Other debtors
930,252
930,252

Due within one year

Trade debtors
4,571,114
4,987,348

Amounts owed by group undertakings
6,635,519
2,751,153

Other debtors
288,047
62,963

Prepayments and accrued income
2,934,367
3,400,465

15,359,299
12,132,181


Amounts owed by group undertakings are interest free, have no fixed repayment date and are repayable on demand.


14.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
1,439,284
1,330,883

Amounts owed to group undertakings
8,039,626
10,543,239

Corporation tax
-
366,745

Other taxation and social security
2,425,675
2,593,428

Other creditors
148,622
391,348

Accruals and deferred income
2,294,680
1,907,304

14,347,887
17,132,947


Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand.

Page 27

 

MAX MARA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Accruals and deferred income
486,055
277,125



16.


Deferred taxation




2024


£






At beginning of year
(130,289)


Charged to profit or loss
(93,427)



At end of year
(223,716)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(223,716)
(130,289)

Page 28

 

MAX MARA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



12,400,000 (2023 -12,400,000) Ordinary shares of £1.00 each
12,400,000
12,400,000



18.


Reserves

Profit and loss account

The profit and loss account represents accumulated comprehensive income for the year and prior periods.


19.


Commitments under operating leases

At 31 December 2024 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
9,752,476
4,241,725

Later than 1 year and not later than 5 years
32,342,356
10,441,194

Later than 5 years
28,614,947
7,273,080

70,709,779
21,955,999


20.


Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.


21.


Ultimate parent undertaking and controlling party

The parent undertaking of the only group of undertakings for which group financial statements are drawn up and of which the company is a member is Max Mara Fashion Group S.r.l, a company incorporated in Italy. Copies of these group financial statements are available from Camera di Commercio, Industria, Artigianato ed Agricoltura di Torino, Italy at www.to.camcom.it.
The immediate controlling party is Max Mara Fashion Group S.r.l.
The directors are not aware of any ultimate controlling party.
 
Page 29