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Vogue Sourcing Limited
Company Information
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Vogue Sourcing Limited
Contents
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Vogue Sourcing Limited
Strategic Report
For the 15 months Ended 31 March 2025
Introduction
The Directors present their Strategic Report and audited financial statements for the 15-month period from 1 January 2024 to 31 March 2025. Principal activities The Company’s principal activity is to design, source and sell clothing in the fashion sector B2B. At the heart of our success in the fashion sector lies our commitment to design excellence, providing the consumer with high-end quality products at a competitive price. Our talented and creative design teams have consistently delivered innovative and stylish collections that resonate with our target audience. We will continue to prioritise design innovation as a core aspect of our business strategy, ensuring that our products remain at the forefront of fashion trends. There have been no changes in the principal activities. Business review During the 15-month period ending 31 March 2025, Vogue has made strong progress in operating as a FOB (Free on Board) business. As part of our continued focus on performance and financial resilience, we’ve expanded our global presence by opening two new sales locations in Spain and Australia, with plans to onboard new customers and diversify the business revenue streams. Sales for the 15 months totalled £119m, equivalent to an annualised figure of £95.3m (Year ended 31 December 2023: £95.7m). FOB sales totalled £117m (annualised £94m) following 13% growth period upon period. Sales growth continues to reflect the trust and confidence that our partners and customers have in our products and services. During the period, we have taken focused steps forward by strengthening our critical path management systems. This investment is designed to drive efficiency, ensuring we have real-time data housed in one centralised platform. The systems are finalised and being rolled out into the business for the year ending 31 March 2026. Revenue Current period turnover is split between the following revenue streams: FOB sales of £116.7m (Year ended 31 December 2023: £83m), Manufacture-Led sales of £1.2m (Year ended 31 December 2023: £12.6m) and CMT (Cut Make Trim) sales of £1.3m (Year ended 31 December 2023: £0.4m). The increased FOB revenue is a combination of successfully diversifying into new areas throughout ladieswear, menswear and non-clothing. This underlines our ability to adapt the FOB products to the changing market, expand our product offerings, and deliver exceptional value to our customers. Gross profit Gross profits were £16m for the 15 months to March 2025 (annualised gross profits £13m) vs £12m in the year ended 31 December 2023, reflecting a strong uplift in financial performance. Operating profit totalled £2.8m (annualised operating profit £2.2m) vs £1.4m in the year ended 31 December 2023. EBITDA EBITDA totalled £3.1m (annualised EBITDA £2.5m) vs 2023 £1.6m, reflecting a successful period of growth in gross profit alongside investments made within the business. It is this combination of strong financial performance and strategic investment that positions us well for continued growth and long-term success.
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Vogue Sourcing Limited
Strategic Report (continued)
For the 15 months Ended 31 March 2025
Strategic Sourcing and Capital Investment
Throughout the 15-month period ending 31 March 2025, the Company has continued to invest in its long-term growth strategy. This includes the establishment of two new sales locations: Spain and Australia, targeted at expanding our global customer base and increasing our market presence. A robust team both in the UK and internationally remains central to delivering the business growth ambitions. We are committed to providing our people with the tools, training, and support they need to succeed, ensuring they are empowered to drive performance and contribute significantly to the Company’s future. Our sourcing strategy remains a key driver of our competitive advantage, supported by a commitment to ethical and sustainable practices. This year, we deepened our partnerships with suppliers who share the same core values, ensuring that quality, integrity, and environmental responsibility remain central to our operations. These relationships not only support our long-term growth but also reinforce our role as a responsible leader in the sourcing industry. Our Global Territories We have offices across six global regions and two dedicated sales locations added in the last 12 months; each office is at a different stage of growth and maturity. The economic conditions in these territories have a direct influence on our UK-based operations. As a UK business, our performance is closely linked to the financial stability of these diverse markets. Turkey With the closure of our manufacturer-led business, our Turkey office has transitioned, and we are now embracing collaboration as a new strategic approach, with a particular focus on building synergies with our Morocco operations. This shift supports our regional diversification and reflects our commitment to evolving with market needs. Morocco Ongoing investment throughout the financial year has strengthened the Morocco office. Operating on a CMT basis, this territory now delivers the sales needed to support future growth. As our Turkey operations declined in FY25, Morocco has become increasingly important as a short-lead solution. To support this development, Morocco will be established as a separate legal entity in the year ending 31 March 2026, enabling us to trade CMT more effectively and compliantly. Bangladesh As our largest sourcing hub, the Bangladesh office manages 53% of overall sales and continues to play a crucial role in our supply chain. Political unrest during the reporting period has presented operational challenges, which we actively manage through close oversight, contingency planning, and adapting our sourcing strategies. India The sales from our India office have continued to grow year on year, supported by our targeted investment and team expansion. The territory has evolved into a key contributor to our South Asia operations; we continue to view India as a market with substantial long-term potential. China Our Shanghai and Canton offices, together managing 38% of overall revenue, continue to demonstrate a strong and stable performance, underpinned by consistent operations and reliable delivery across various departments.
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Vogue Sourcing Limited
Strategic Report (continued)
For the 15 months Ended 31 March 2025
Key performance indicators remain central to how we measure our progress and make informed strategic decisions. Our directors and senior leadership team actively review these metrics to ensure alignment with our objectives and to maintain operational excellence across the business.
• Sales Growth - Sales growth remains a core performance measure, reflecting the business ability to expand revenue, grow our customer base, and respond to the evolving market opportunities. Year-on-year growth in FOB and CMT sales continues to validate the effectiveness of the business commercial strategy and sales execution. • Gross Profit - Our FOB gross profit margin remains a key measure of operational efficiency and product cost control. For the year ended 2025, the margin closed at 13.2%, up on YE 2023 and reflecting stable performance despite external market pressures. • Customer Satisfaction - Customer satisfaction remains a priority KPI, understanding how well we meet and exceed expectations. It reflects the quality of our service and delivery, and our success in building long-term customer relationships and loyalty. • Office Net Profitability - Tracking profitability by office allows us to review the financial contribution of each territory and optimise business resource allocation. This KPI also supports strategic decision-making around ongoing and future investments, scaling, and performance management across our global footprint. Future Strategic Developments A 7-year strategic plan is being developed for the business to support long-term growth and financial sustainability. The Directors continue to evaluate strategic opportunities to enhance operational alignment and efficiency. As part of this ongoing review, consideration is being given to the potential re-basing of the business operational functions to the Middle East, where a substantial proportion of the Company’s operations are currently centred. This assessment forms part of a broader strategic initiative to optimise geographic footprint and support long-term growth. The pillars of this growth include, but are not exclusive to, the following areas: • Design and Product Innovation - The key to our business is continually developing winning styles for our customers. As the consumer market evolves, it is imperative that we continue to widen and strengthen this offer. We are introducing new product areas e.g. Home, Non-Clothing, Adventure wear, and expanding existing categories to offer more depth and product diversity, e.g. Childrenswear and Ladieswear. We will invest further into design, fabric sourcing and sampling. • Customers - Our customer base has been heavily reliant on one major retail partner in the UK. We have already expanded within the UK, adding several new customers in the period to 31 March 2025. We have built two sales locations in Spain and Australia so that we are able to develop Southern European retailers and Australasia. Canada, Brazil and Chile are on the roadmap for 2026. • Sourcing Offices - We have a strong network established across Asia and Near Europe. We plan to use these offices as a base for further expansion in the regions. Eg China Regional will be expanding into Vietnam. Turkey will be expanding into Egypt and Morocco to gain advantages of strong fabric offers in Turkey but more competitive manufacturing in Egypt and Morocco. • People - We recognise that our teams are the strength of the business, we are investing in building high performing teams with an adaptive culture, able to perform in a challenging consumer facing business. We have seen benefits of cross-functional working and secondments of staff between disciplines and locations. We will continue to build on the success we have seen in a diverse global business. • Technology - We are currently undertaking a digital transformation, which has already started within financial and order book systems. We recognise that we need to overhaul systems within design, communication and manual processes so that we can streamline workloads, which will include optimisation of the Enterprise Resource Planning ('ERP') system, implementation of a Product Lifecycle Management ('PLM') system, and greater use of AI across the business.
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Vogue Sourcing Limited
Strategic Report (continued)
For the 15 months Ended 31 March 2025
Enhancing our in-house systems across both UK and global operations remains a strategic priority for the organisation. The objective continues to be the improvement of operational efficiency, the streamlining of business processes, and the leveraging of technology to support scalable growth.
Building on the transitional groundwork laid in 2022, we have sustained investment in the development of the Protex platform, with a specific emphasis on strengthening its reporting abilities. This year’s enhancements have particularly improved data visibility and consistency across our global operations, particularly from a finance perspective, enabling more informed decision-making and improved performance monitoring. As part of our broader IT programme, we are currently implementing a Critical Path Management system designed to track the full lifecycle of our operations. This system introduces a structured framework for monitoring key milestones. Crucially, it is being developed to integrate with both customer platforms and other internal systems, ensuring a cohesive and connected approach to operational oversight.
The Board undertakes a quarterly review of the principal risks and uncertainties affecting the company. This process is integral to our proactive risk management framework and supports informed strategic decision-making. The following key risks have been identified:
Concentration Risk To manage concentration risk more effectively, we have prioritised diversification across both departments and our customer base. As part of this ongoing strategy, our global presence has been strengthened through the establishment of two new sales locations in Spain and Australia during the year. These initiatives are broadening our revenue streams and reducing reliance on any single market or client segment. Supply Chain Risk While global supply chain disruptions remain a challenge, we have taken proactive steps to strengthen our resilience. This year, we have invested in building an in-house commercial and shipping team based in Bangladesh enabling us to respond more effectively to logistical uncertainties and maintain continuity of supply. These improvements have enabled us to manage supplier relationships and optimise shipping processes. Currency risk The primary foreign currencies in which the group has exchange rate fluctuation exposure is the U.S. dollar. The group has cash inflows and outflows in these currencies and therefore managed the risk primarily through natural hedging. Currency risk is a significant consideration in our global operations. Our approach to managing currency risk primarily revolves around natural hedging. Natural hedging involves aligning our foreign currency revenues and expenses in such a way that they naturally offset each other. By doing so, we reduce our exposure to exchange rate fluctuations and minimise potential financial losses. Competition risk The Company collaboratively works with the highly experienced overseas teams and skilled suppliers to ensure the design team are bringing modern and fashionable products whilst remaining continuously competitive. We value the contributions of every team member and partner involved in this process. Financial Instability The global economic environment continues to present significant uncertainty, with financial instability posing ongoing risks to the business. Throughout the period from January 2024 to March 2025, we have maintained a strong focus on robust financial management, diversification of revenue streams, and the identification of cost-saving opportunities. These measures are central to safeguarding the Company’s financial resilience and supporting sustainable growth in a volatile market.
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Vogue Sourcing Limited
Strategic Report (continued)
For the 15 months Ended 31 March 2025
This period has been defined by resilience, adaptability, and continued progress across all areas within the business. Despite a challenging economic environment, Vogue Sourcing delivered solid results, advanced key strategic initiatives, and strengthened the operational foundations. Our ongoing investment in systems, expansion into new markets, and commitment to developing our people has positioned us well for future growth and long-term business.
As we set our sights on the year ahead, we remain focused on capitalising on emerging opportunities, deepening our customer and supplier relationships, and driving sustainable value for all stakeholders. The achievements of this period are a testament to the dedication and expertise of our team, and we are confident in our ability to navigate the evolving landscape and deliver continued success. Directors' statement of compliance with duty to promote the success of the Company The Directors of the Company, as those of all UK companies, must act in accordance with set of general duties. One of these duties, commonly referred to as the ‘s172 duty’, is ‘to promote the success of the company’. Part 1 of that duty requires directors to do so ‘for the benefit of its members as a whole’, and in doing so, to have regard to the following six factors: • the likely consequences of any decisions in the long-term; • the interests of the company’s employees; • the need to foster the company’s business relationships with suppliers, customers and others; • the impact of the company’s operations on the community and the environment; • the reputation for a high standard of business conduct; and • the need to act fairly as between members of the company. The following paragraphs summarise how Directors fulfil their duties: Risk Management Vogue Sourcing continuously seeks to increase long-term shareholder value by promoting sustainable growth and resilience in the sourcing practices. This involves reducing risks associated with environmental damage, labour exploitation, and supply chain disruption, which can impact profitability. For details of other principal risks, please see page 4. Our People Our employees are our biggest asset. Having people who bring a diverse range of talents and perspectives, and who feel engaged in their roles is of paramount importance to Vogue’s long-term success. We are making sure that all employees are engaged in building the future of the company via monthly meetings where performance is reviewed and clear communication on future plans. We operate thorough induction plans and training for new team members and continuous staff development. Vogue is investing in wellbeing events for all staff which foster a positive work environment that encourages retention and satisfaction among employees. Salary sacrifice schemes have been introduced to all employees. We encourage regular feedback and suggestions from our employees and this is to be reviewed and considered at board meetings.
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Vogue Sourcing Limited
Strategic Report (continued)
For the 15 months Ended 31 March 2025
Vogue Sourcing Limited specialises in sourcing high-quality fashion products and materials for global markets. The Company’s operational success relies heavily on strategic business relationships with key suppliers, and manufacturers. These relationships are central to ensuring supply chain efficiency, product quality, and timely delivery. These business relationships are integral to our company’s ability to deliver value to stakeholders. While they enhance operational efficiency and market competitiveness, the company acknowledges and actively manages associated risks to maintain long-term resilience and profitability.
Engagement with customers
Our customers are critical to the ongoing performance of the Company. Our team builds lasting relationships with current and potential customers, to understand their objectives and requirements. We monitor our customer relationships closely and request feedback on our performance and quality of the product that we design and arrange manufacture of, and quality of the relationship. The feedback we receive from our customers feeds into our management decision making and informs our corporate strategy. Community and Environment Vogue Sourcing recognises its responsibility to support the communities where it operates and to minimize its environmental footprint. This commitment is integral to the company’s business strategy, fostering long-term sustainability and social impact. The company prioritises the procurement of environmentally friendly materials, such as organic cotton, recycled polyester, and low-impact dyes. We have implemented systems and processes to reduce paper waste in the headquarters. The company supports multiple local charities by donating unwanted clothes, making financial donations and also in national charity days encouraging the employees to take part. Stakeholders The board remains focused on ensuring all decisions align with the Company’s strategic goals and values, and in the best interests of the Company and its stakeholders. We continue to drive innovation and sustainability, support employee wellbeing and growth, and reduce our environmental impact. During the period, the Directors have decided to expand into two new markets, Australia and Spain. This marks a significant step in the Company’s global growth strategy. These expansions reflect the business’s increasing international success and its commitment to offering tailored product ranges to meet the needs of various regional markets. In addition, the Directors are actively exploring opportunities in the UAE, recognising its strategic positioning and potential to further leverage the Company’s growth and operational success. We remain committed to upholding the principles of Section 172(1) as part of our governance framework.
This report was approved by the board and signed on its behalf.
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Vogue Sourcing Limited
Directors' Report
For the 15 months Ended 31 March 2025
The directors present their report and the financial statements for the 15 months ended 31 March 2025.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements 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 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.
The profit for the 15 months, after taxation, amounted to £2,031,212 (Year ended 31 December 2023 - £1,006,560).
The Directors do not recommend a payment of a final dividend.
The directors who served during the 15 months were:
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Vogue Sourcing Limited
Directors' Report (continued)
For the 15 months Ended 31 March 2025
Design and Product Innovation
We’re expanding into Home, Non-Clothing, and Adventure wear, whilst also strengthening Childrenswear and Ladieswear. Investment in design, fabric sourcing, and sampling to deliver winning styles is consistently being developed. Customers We’ve added new UK customers in 2024 and opened sales hubs in Spain and Australia. Canada, Brazil, and Chile are planned for 2026. Sourcing Offices Our Asia and Near Europe offices will drive regional growth, with China expanding into Vietnam, and Turkey into Egypt. Turkey and Morocco will collaborate to strengthen the Near Europe offering. People We are continually building high-performing, adaptable teams and fostering cross-functional collaboration across roles, departments and regions. Technology Digital transformation is underway, with ERP optimisation, PLM implementation, and increased AI implementation to streamline operations. Our People In the 15 months ended 31 March 2025, our teams continued to demonstrate exceptional capability, flexibility, and drive. Their collaborative spirit and dedication have been central to our progress, enabling us to navigate ongoing changes and consistently deliver results. We remain focused on nurturing talent and fostering a culture that empowers our staff to thrive and contribute meaningfully to our shared success. Outlook Looking forward, we remain confident in the strength and direction of the business. With a distinct defined growth strategy, the directors are actively steering the organisation through its next phase—driving performance, empowering teams, and positioning resources to deliver on our ambitions. Our focus is not only on sustaining operational excellence but also on identifying every new opportunity to drive expansion and innovation. We are committed to disciplined financial management and strategic decision-making, ensuring that every decision we make is sustainable and value-driven. The strength of our leadership, combined with the commitment of our teams, positions us to navigate market challenges and capitalise on emerging trends. Together, we are building a resilient, forward-looking business with the ability to adapt and grow.
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Vogue Sourcing Limited
Directors' Report (continued)
For the 15 months Ended 31 March 2025
The principal financial instruments utilised by Vogue Sourcing encompass trade debtors, bank balances, bank loans, and
trade creditors. These financial instruments play a fundamental role in funding and facilitating the company's day-to-day operations and financial activities. The company's financial instruments are essential tools for managing its financial affairs, supporting operations, and achieving its strategic objectives. Proper management and oversight of these instruments are critical to the company's financial health and sustainability. Debtors We continue to maintain effective relationships with our key clients, supported by robust credit control practices. Our approach remains collaborative—agreeing tailored credit terms and managing them carefully to support mutual trust and financial stability. This period, we have further strengthened our controls to guarantee resilience and transparency as we grow. Cashflow and liquidity The Company is committed to maintaining robust cashflow and liquidity practices to guarantee the continuity of funding and the availability of cash to meet the ongoing operational needs of the business. Operations are financed through a balanced combination of equity and working capital. To support this, we conduct short-term cash forecasting to monitor expected cash flows against available liquidity and finance facilities. This enables well-timed decision-making and effective management of working capital. Our approach is reinforced by disciplined financial oversight, collaborative planning across all the departments, and a commitment to transparency. These principles guide our efforts to optimise liquidity, support growth, and protect the financial health of the organisation.
As highlighted in previous years innovation is more than a value—it’s a strategic priority for Vogue. This year, we are placing research and development at the forefront of our business, embedding it across every stage of the product lifecycle and decision-making processes.
Our increased investment in R&D drives a bold approach to new product development, enabling us to deliver stylish, commercially successful designs that not only meet evolving market demands but also sets new standards in quality and creativity. By leveraging advanced materials, sustainable sourcing, and design-led thinking, we are developing our responsiveness and deepening our relevance across the key categories. We are enabling our teams across the UK, China, Bangladesh, and beyond to explore new techniques, challenge practices, and establish innovative supply routes. These efforts are already positioning Vogue Sourcing as a leader in product innovation and a trusted partner to global retailers.
A summary of how the directors have had regard to the need to foster the Company's business relationships with suppliers, customers and others, and the effect of that regard, including on the principal decisions taken by the Company during the financial year, is included in the Strategic Report.
The Company has liaison offices in Bangladesh, Turkey, Morocco and China. We have sales teams/hubs in Australia and Spain.
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Vogue Sourcing Limited
Directors' Report (continued)
For the 15 months Ended 31 March 2025
Energy and emissions data have been calculated using the following:
- The Greenhouse Gas Protocol standard - UK Government’s 2024 GHG conversion factors for company reporting Includes activities relating to design, sourcing and logistics within the UK where applicable. The Company has taken measures to improve energy efficiency and reduce energy consumption through various projects including: - Reducing sample shipping volumes and frequency through improved planning and consolidation; - Continuing to promote our cycle to work scheme; and - Monitoring and managing heating and cooling consumption in our offices.
Intensity Ratio
We have calculated our emissions intensity ratio based on turnover, providing a measure of emissions relative to our economic activity. This will allow us to track year on year improvements and measure the effectiveness of new energy efficiency initiatives. The intensity ratio of tonnes CO2e per £m sales revenue is 0.31 (Year to 31 December 2023: 0.30).
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Vogue Sourcing Limited
Directors' Report (continued)
For the 15 months Ended 31 March 2025
Subsequent to the year end, the Company advanced a $1m unsecured loan (approximately £730k) to a related entity at a 2% interest rate. This loan has been fully recovered in September 2025.
The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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Vogue Sourcing Limited
Independent Auditors' Report to the Members of Vogue Sourcing Limited
We have audited the financial statements of Vogue Sourcing Limited (the 'Company') for the 15 months ended 31 March 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, 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).
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 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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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Vogue Sourcing Limited
Independent Auditors' Report to the Members of Vogue Sourcing Limited (continued)
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 15 months 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.
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.
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Vogue Sourcing Limited
Independent Auditors' Report to the Members of Vogue Sourcing Limited (continued)
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 Auditors' 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's assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's: • Understanding of, and practical experience with audit engagements of a similar nature and complexity through appropriate training and participation; • Knowledge of the industry in which the entity operates; • Understanding of the legal and regulatory requirements specific to the entity. Identifying and assessing potential risks related to irregularities In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: • The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets. • The outcome of enquiries of management, including whether management was aware of any instances of non- compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud. • Supporting documentation relating to the Company's policies and procedures for: - Identifying, evaluating, and complying with laws and regulations - Detecting and responding to the risks of fraud • The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations. • The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. • The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-bribery and Corruption. Audit response to risks identified Our procedures to respond to the risks identified included the following: • Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements. • Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud. • Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities. • Enquiring of management about any actual and potential litigation and claims. • Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
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Vogue Sourcing Limited
Independent Auditors' Report to the Members of Vogue Sourcing Limited (continued)
We have also considered the risk of fraud through management override of controls by:
• Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error. • Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and • Evaluating the business rationale of 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. There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through 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 Auditors' Report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
Cheshire
SK1 3GG
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Vogue Sourcing Limited
Statement of Comprehensive Income
For the 15 months Ended 31 March 2025
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Vogue Sourcing Limited
Registered number: 11074230
Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 36 form part of these financial statements.
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Vogue Sourcing Limited
Statement of Changes in Equity
For the 15 months Ended 31 March 2025
Statement of Changes in Equity
For the Year Ended 31 December 2023
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Vogue Sourcing Limited
Notes to the Financial Statements
For the 15 months Ended 31 March 2025
The company is a private company limited by shares, registered in England and Wales with company number 11074230. The address of the registered office is 3rd Floor, Oakland House, Talbot Road, Old Trafford, Manchester, M16 0PQ.
The Company’s principal activity is to design, source and sell clothing in the fashion sector B2B.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland 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 requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The reporting period is the 15 months ended 31 March 2025. As the previous reporting period was the year ended 31 December 2023, the comparative amounts presented in the financial statements are not entirely comparable.
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).
This information is included in the consolidated financial statements of Vogue Sourcing Holdings Ltd as at 31 March 2025 and these financial statements may be obtained from Companies House.
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Vogue Sourcing Limited
Notes to the Financial Statements
For the 15 months Ended 31 March 2025
2.Accounting policies (continued)
Functional and presentation currency
This differs from the presentational currency which is GBP. The reason for the difference is shareholder convenience.
Transactions and balances
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Vogue Sourcing Limited
Notes to the Financial Statements
For the 15 months Ended 31 March 2025
2.Accounting policies (continued)
FOB sales Under these terms, the Company clears the goods for export and ensures that are delivered to and loaded onto the vessel for transport at the named port of departure. The Company recognises revenue at the point when the goods are loaded onto the transport vessel at the point of departure, which is the point at which the buyer takes over risk and costs. Manufacturer led sales The Company has manufacturer-led contracts with specific retailers, and in substance, acts as 'Principal' in such arrangements. The Company sets the 'Selling price' for which goods are sold for in-store and online, and recognises revenue based on the Selling price of each item sold. Revenue is recognised at the point at which the goods are sold in-store or delivered by retailers to the end consumer, taking into account that products despatched but then subsequently returned by consumers to retailers are not considered to be sold. The Company has inventory risk before or after the customer purchase, during shipping or on return. Under the terms of the contracts, the retailers are entitled to commission as a percentage of the price for which the associated products are sold for. Commission is accounted for as an expense within Cost of Sales. CMT sales Under CMT arrangements, revenue is recognised upon dispatch of goods.
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Vogue Sourcing Limited
Notes to the Financial Statements
For the 15 months Ended 31 March 2025
2.Accounting policies (continued)
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Vogue Sourcing Limited
Notes to the Financial Statements
For the 15 months Ended 31 March 2025
2.Accounting policies (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:
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.
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Vogue Sourcing Limited
Notes to the Financial Statements
For the 15 months Ended 31 March 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of
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Vogue Sourcing Limited
Notes to the Financial Statements
For the 15 months Ended 31 March 2025
2.Accounting policies (continued)
financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
The items in the financial statements where these judgements and estimates have been made include: Key sources of estimation uncertainty: Provision for impairment loss on other debtors The Company has recognised other debtors with a carrying value of £7,079,461 (31 December 2023: £6,124,587). The recoverability of other debtors is regularly reviewed in light of available economic information specific to each debtor and specific provisions are recognised for balances considered to be at risk or irrecoverable.
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Vogue Sourcing Limited
Notes to the Financial Statements
For the 15 months Ended 31 March 2025
Analysis of turnover by country of destination:
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Vogue Sourcing Limited
Notes to the Financial Statements
For the 15 months Ended 31 March 2025
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Vogue Sourcing Limited
Notes to the Financial Statements
For the 15 months Ended 31 March 2025
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Vogue Sourcing Limited
Notes to the Financial Statements
For the 15 months Ended 31 March 2025
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Vogue Sourcing Limited
Notes to the Financial Statements
For the 15 months Ended 31 March 2025
11.Taxation (continued)
There were no factors that may affect future tax charges.
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Vogue Sourcing Limited
Notes to the Financial Statements
For the 15 months Ended 31 March 2025
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Vogue Sourcing Limited
Notes to the Financial Statements
For the 15 months Ended 31 March 2025
Profit and loss account
The profit and loss account includes all current and prior period retained profits and losses.
The Company has contingent liabilities at 31 December 2023 totalling £Nil. (Year ended 31 December 2023 - £4,536,850), in relation to letters of credit.
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Vogue Sourcing Limited
Notes to the Financial Statements
For the 15 months Ended 31 March 2025
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £131,575 (Year ended 31 December 2023 - £74,234). Contributions totalling £22,178 (2023 - £1,266) were payable to the fund at the balance sheet date and are included in creditors.
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Vogue Sourcing Limited
Notes to the Financial Statements
For the 15 months Ended 31 March 2025
For the 15 Months Ended 31 March 2025, the directors entered into the following advances and credits with the company:
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Vogue Sourcing Limited
Notes to the Financial Statements
For the 15 months Ended 31 March 2025
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Vogue Sourcing Limited
Notes to the Financial Statements
For the 15 months Ended 31 March 2025
The immediate parent undertaking is Vogue Sourcing Holdings Limited, company number 14823320. The registered office of Vogue Sourcing Holdings Limited is 3rd Floor Oakland House, Talbot Road, Old Trafford, Manchester, M16 0PQ.
Consolidated financial statements are available for Vogue Sourcing Holdings Limited and may be obtained from Companies House. The ultimate controlling party is A. Mehan.
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