Soya Concept UK Limited - Limited company accounts 25.1

REGISTERED NUMBER: 09912955 (England and Wales)

Report of the Director and

Financial Statements for the Year Ended 30 June 2025

for

Soya Concept UK Limited

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTOR:

Thomas Skare Viller

REGISTERED OFFICE:

Unit 7 Coda Studios

189 Munster Road

London

SW6 6AW

REGISTERED NUMBER:

09912955 (England and Wales)

AUDITORS:

Krogh & Partners Limited, (Statutory Auditor)

823 Salisbury House

29 Finsbury Circus

London

EC2M 5QQ

The director presents his report with the financial statements of the company for the year ended 30 June 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of wholesale of women's clothing.

DIRECTOR

Thomas Skare Viller held office during the whole of the period from 1 July 2024 to the date of this report.

RESULTS AND DIVIDENDS

The company's profit for the financial year 2024/25 amounted to GBP 200,383 compared to GBP 217,282 for the financial year 2023/24.

During the year a dividend of GBP 250,000 has been paid out.

The result for the period and the financial position at year end is considered satisfactory by the director.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Krogh & Partners Limited, (Statutory Auditor), will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Thomas Skare Viller - Director

3 September 2025

Opinion

We have audited the financial statements of Soya Concept UK Limited (the 'company') for the year ended 30 June 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 30 June 2025 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 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 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, 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 Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has 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 Report of the Director.

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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the director was 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 or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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:

-

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 of the business;

-

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 and taxation 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;

-

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 journal entries to identify 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;

-

enquiring of management as to actual and potential litigation and claims;

-

reviewing correspondence with HMRC and relevant regulators

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 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.

John Lindegaard (Senior Statutory Auditor)

for and on behalf of Krogh & Partners Limited, (Statutory Auditor)

823 Salisbury House

29 Finsbury Circus

London

EC2M 5QQ

3 September 2025

TURNOVER

3,171,917

3,327,600

Cost of sales

2,048,982

2,189,022

GROSS PROFIT

1,122,935

1,138,578

Administrative expenses

811,514

803,215

OPERATING PROFIT

311,421

335,363

Interest receivable and similar income

4

20,477

22,522

331,898

357,885

Interest payable and similar expenses

5

61,352

66,276

PROFIT BEFORE TAXATION

270,546

291,609

Tax on profit

6

70,163

74,327

PROFIT FOR THE FINANCIAL YEAR

200,383

217,282

PROFIT FOR THE YEAR

200,383

217,282

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

200,383

217,282

CURRENT ASSETS

Stocks

8

277,135

214,727

Debtors

9

144,257

279,585

Cash at bank

269,055

387,595

690,447

881,907

CREDITORS

Amounts falling due within one year

10

640,372

782,215

NET CURRENT ASSETS

50,075

99,692

TOTAL ASSETS LESS CURRENT
LIABILITIES

50,075

99,692

CAPITAL AND RESERVES

Called up share capital

12

1

Retained earnings

50,074

99,691

SHAREHOLDERS' FUNDS

50,075

99,692

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 3 September 2025 and were signed by:

Thomas Skare Viller - Director

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1 July 2023

1

132,409

132,410

Changes in equity

Dividends

-

(250,000

)

(250,000

)

Total comprehensive income

-

217,282

Balance at 30 June 2024

1

99,691

99,692

Changes in equity

Dividends

-

(250,000

)

(250,000

)

Total comprehensive income

-

200,383

Balance at 30 June 2025

1

50,074

50,075

1.	STATUTORY INFORMATION

Soya Concept UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover represents the commission from sale of ladies' wear. Turnover represents the amount receivable for goods sold during the year, exclusive of Value Added Tax. Turnover is derived from sales in the UK and Ireland.

Cost of sales

Cost of sales comprises costs incurred in generating the revenue for the year.

Staff costs

Staff costs comprise wages and salaries, and social security contributions, pension contributions, etc. for entity

staff.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Administrative expenses

Administrative expenses include expenses relating to the Entity's ordinary activities.

Interest and similar income and charges

Interest and similar income and charges are recognised in the profit and loss account over the term of such instruments at a constant rate on the carrying amount.

Foreign currencies

Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange rate gain or loss in the profit and loss account.

Financial instruments

The company only has financial assets and liabilities of a kind that qualify as basic financial instruments. Basic

financial instruments are initially recognised at transaction value and subsequently measured at their settlement

value.

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.

Tangible fixed assets

Tangible assets are initially recorded at cost.

Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of the asset as follows:

Fixtures and fittings 3 Years

Stocks

Stocks are measured at the lower of cost and net realisable value. The net realisable value of stocks is calculated as the estimated selling price less costs incurred to execute sale.

Debtors

Debtors are valued individually and provisions are made according to this valuation.

Creditors

Creditors are carried at payment or settlement amounts. Where the time value of money is material, creditors are carried at amortized cost.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2024 - 4 ) .

4.

INTEREST RECEIVABLE AND SIMILAR INCOME

2025

2024

£

Group interest

20,477

-

Other interests

-

22,522

20,477

22,522

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

Group interest

-

8,536

Other interests

2,229

-

Other financial costs

59,123

57,740

61,352

66,276

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

Current tax:

UK corporation tax

70,163

74,327

Tax on profit

70,163

74,327

7.	TANGIBLE FIXED ASSETS

Fixtures

and

fittings

£

COST

At 1 July 2024

and 30 June 2025

46,941

DEPRECIATION

At 1 July 2024

and 30 June 2025

46,941

NET BOOK VALUE

At 30 June 2025

-

At 30 June 2024

-

8.

STOCKS

2025

2024

£

Finished goods

277,135

214,727

9.

DEBTORS

2025

2024

£

Amounts falling due within one year:

Trade debtors

23,797

7,433

Other debtors

60,235

4,919

Tax

-

201,589

Prepayments

29,625

35,044

113,657

248,985

Amounts falling due after more than one year:

Other debtors

30,600

Aggregate amounts

144,257

279,585

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Trade creditors

27,140

15,410

Amounts owed to group undertakings

485,727

577,422

Tax

16,202

-

Social security and other taxes

1,279

4,552

VAT

81,189

110,629

Other creditors

6,355

2,160

Accruals

22,480

72,042

640,372

782,215

11.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

Within one year

124,438

129,156

Between one and five years

92,867

217,909

217,305

347,065

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

1

Ordinary shares

1

13.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

14.	ULTIMATE PARENT PARTY

The immediate parent undertaking is Soya Group A/S, a company incorporated and registered in Denmark.

PBH 27.933 ApS, a company incorporated and registered in Denmark, is the smallest group to consolidate these financial statements and copies can be obtained from:

PBH 27.933 ApS

Under Broen 1

6400 Sønderborg

Denmark