| REGISTERED NUMBER: |
| REPORT OF THE DIRECTORS AND |
| AUDITED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| MIROGLIO (U.K.) LIMITED |
| REGISTERED NUMBER: |
| REPORT OF THE DIRECTORS AND |
| AUDITED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| MIROGLIO (U.K.) LIMITED |
| MIROGLIO (U.K.) LIMITED (REGISTERED NUMBER: 01218862) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| for the year ended 31 DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Report of the Directors | 2 |
| Report of the Independent Auditors | 4 |
| Income Statement | 8 |
| Balance Sheet | 9 |
| Notes to the Financial Statements | 10 |
| MIROGLIO (U.K.) LIMITED |
| COMPANY INFORMATION |
| for the year ended 31 DECEMBER 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants |
| Statutory Auditors |
| 1 High Street |
| Thatcham |
| Berks |
| RG19 3JG |
| MIROGLIO (U.K.) LIMITED (REGISTERED NUMBER: 01218862) |
| REPORT OF THE DIRECTORS |
| for the year ended 31 DECEMBER 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2024. |
| PRINCIPAL ACTIVITIES |
| The principal activities of the company in the year under review were those of Textile Wholesalers, selling garments and materials both as principals and as agents for other group Companies. |
| REVIEW OF BUSINESS |
| The Company's liabilities exceed its assets by £3,221. The total amount due to the parent company at the Balance Sheet date was £43,278. During the year ended 31st December 2024, the company continued to have the support of its shareholder, who has indicated its continued support. This being the case, the directors are confident that the company can meet all its financial obligations into the foreseeable future. |
| The results for the year and financial position of the company are shown in the annexed financial statements. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2024. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| MIROGLIO (U.K.) LIMITED (REGISTERED NUMBER: 01218862) |
| REPORT OF THE DIRECTORS |
| for the year ended 31 DECEMBER 2024 |
| AUDITORS |
| The auditors, C B Heslop & Company Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| BY ORDER OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| MIROGLIO (U.K.) LIMITED |
| Opinion |
| We have audited the financial statements of Miroglio (U.K.) Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and the provisions available for small entities, in the circumstances set out in note thirteen to the financial statements, 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. |
| Emphasis of matter |
| The Company's liabilities exceed its assets by £3,221. The total amount due to the parent company at the Balance Sheet date was £43,278. During the year ended 31st December 2024, the company continued to have the support of its shareholder, who has indicated its continued support. This being the case, the directors are confident that the company can meet all its financial obligations into the foreseeable future. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| 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. |
| In connection with our audit of the financial statements, 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 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 the audit: |
| - | the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| MIROGLIO (U.K.) LIMITED |
| 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 Report of the Directors. |
| We have nothing to report in respect of the following matters where 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; or |
| - | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| MIROGLIO (U.K.) LIMITED |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Identifying and assessing potential risks related to irregularities |
| In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have considered the following: |
| - the nature of the industry, control environment and business performance |
| - management's comments about their own identification and assessment of the risks of irregularities; |
| We also considered any matters we identified after reviewing the Company's policies and procedures relating to: |
| - identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance; |
| - detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; |
| - the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; |
| - the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. |
| As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: timing of recognition of revenue and related party transactions. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. |
| We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included Group's ongoing compliance with the UK Companies Act, pensions legislation and tax legislation. |
| In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company's ability to operate or to avoid a material penalty |
| Audit response to risks identified |
| As a result of performing the above, we identified revenue recognition and related party transactions as key audit matters related to the potential risk of fraud. Our response to the identification of these main risks was to carry out audit procedures and test appropriate samples of transactions included in those areas. |
| In addition to the above, our procedures to respond to risks identified included the following: |
| - reviewing the disclosures in the financial statements and testing to supporting documentation to assess compliance with relevant laws and regulations; |
| - enquiring of management concerning actual and potential litigation and claims; |
| - performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
| - reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and |
| - in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and enquiring about any significant transactions that are unusual or outside the normal course of business. |
| We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| MIROGLIO (U.K.) LIMITED |
| 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 Report of the Auditors. |
| 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 a Report of the Auditors 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. |
| for and on behalf of |
| Chartered Accountants |
| Statutory Auditors |
| 1 High Street |
| Thatcham |
| Berks |
| RG19 3JG |
| MIROGLIO (U.K.) LIMITED (REGISTERED NUMBER: 01218862) |
| INCOME STATEMENT |
| for the year ended 31 DECEMBER 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| TURNOVER | 3 |
| Cost of sales |
| GROSS PROFIT |
| Administrative expenses |
| (33,077 | ) | (19,025 | ) |
| Other operating income |
| OPERATING LOSS and |
| LOSS BEFORE TAXATION | ( |
) | ( |
) |
| Tax on loss | 6 |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| MIROGLIO (U.K.) LIMITED (REGISTERED NUMBER: 01218862) |
| BALANCE SHEET |
| 31 DECEMBER 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| CURRENT ASSETS |
| Debtors | 7 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 8 |
| NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
| PROVISIONS FOR LIABILITIES |
| NET (LIABILITIES)/ASSETS | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 9 |
| Retained earnings | 10 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| MIROGLIO (U.K.) LIMITED (REGISTERED NUMBER: 01218862) |
| NOTES TO THE FINANCIAL STATEMENTS |
| for the year ended 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Miroglio (U.K.) Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The Company's liabilities exceed its assets by £3,221. The total amount due to the parent company at the Balance Sheet date was £43,278. During the year ended 31st December 2024, the company continued to have the support of its shareholder, who has indicated its continued support. This being the case, the directors are confident that the company can meet all its financial obligations into the foreseeable future. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| MIROGLIO (U.K.) LIMITED (REGISTERED NUMBER: 01218862) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 DECEMBER 2024 |
| 3. | TURNOVER |
| The turnover and loss before taxation are attributable to the principal activities of the company. |
| An analysis of turnover by geographical market is given below: |
| 31.12.24 | 31.12.23 |
| Italy | 13.91% | 100.00% |
| United Kingdom | 86.09% | 0.00% |
| 100.00% | 100.00% |
| 4. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was NIL (2023 - NIL). |
| The Company is an equal opportunities employer and is always willing to give full and fair consideration to applications for employment made by disabled people. |
| 5. | OPERATING LOSS |
| The operating loss is stated after charging/(crediting): |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Auditors' remuneration |
| Foreign exchange differences | ( |
) |
| 6. | TAXATION |
| Analysis of the tax charge |
| No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023. |
| 7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Amounts owed by group undertakings |
| VAT |
| Prepayments |
| 8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Accrued expenses |
| MIROGLIO (U.K.) LIMITED (REGISTERED NUMBER: 01218862) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 DECEMBER 2024 |
| 9. | CALLED UP SHARE CAPITAL |
| Allotted and issued: |
| Number: | Class: | Nominal | 31.12.24 | 31.12.23 |
| value: | £ | £ |
| Ordinary Shares | £1 | 100,000 | 100,000 |
| 10. | RESERVES |
| Retained |
| earnings |
| £ |
| At 1 January 2024 | ( |
) |
| Deficit for the year | ( |
) |
| At 31 December 2024 | ( |
) |
| 11. | CONTINGENT LIABILITIES |
| There were no contingent liabilities at 31st December 2024 or 31st December 2023. |
| 12. | RELATED PARTY DISCLOSURES |
| The Company's principal activity is that of selling garments and materials both as principals and agents for other Group Companies - Miroglio Fashion Srl and Miroglio Textile Srl. All purchases of garments, material and samples come from these Group Companies, and all commissions are received from these Group Companies. |
| Sales of stock to Miroglio Fashion Srl, the company's immediate holding company, amounted to £18,702 (2023 £4,203). |
| The company was charged by its ultimate holding company Miroglio SpA the sum of £10,134 (2023 £10,454) for accountancy and administration services. |
| 13. | FRC ETHICAL STANDARD - PROVISIONS AVAILABLE FOR SMALL ENTITIES |
| In common with many other businesses of our size and nature we use our auditors to prepare and submit returns to the tax authorities, assist with the preparation of the financial statement, and meet our payroll obligations. |
| 14. | ULTIMATE CONTROLLING PARTY |
| The ultimate parent undertaking and the largest and smallest group of undertakings of which the company is a member and for which group financial statements are prepared, is Miroglio S.p.A., a company incorporated in Italy, at Via S.Margherita 23 - 12051 Alba, Cuneo, Italy. The directors consider Miroglio S.p.A., to be the ultimate controlling party. |
| The Company's immediate parent company is Miroglio Fashion Srl, a company incorporated in Italy. |