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Registered number: 14823320









Vogue Sourcing Holdings Ltd









Annual Report and Consolidated Financial Statements

For the 15 months Ended 31 March 2025

 
Vogue Sourcing Holdings Ltd
 
 
Company Information


Directors
A Mehan 
R Abrol 
J Hartley 




Registered number
14823320



Registered office
3rd Floor Oakland House
Talbot Road

Old Trafford

Manchester

M16 0PQ




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG




Bankers
HSBC UK
110 Grey Street

Newcastle upon Tyne

NE1 6JG





 
Vogue Sourcing Holdings Ltd
 

Contents



Page
Group Strategic Report
 
1 - 7
Directors' Report
 
8 - 12
Independent Auditors' Report
 
13 - 16
Consolidated Statement of Comprehensive Income
 
17
Consolidated Balance Sheet
 
18
Company Balance Sheet
 
19
Consolidated Statement of Changes in Equity
 
20
Company Statement of Changes in Equity
 
21
Consolidated Statement of Cash Flows
 
22 - 23
Consolidated Analysis of Net Debt
 
23
Notes to the Financial Statements
 
24 - 43


 
Vogue Sourcing Holdings Ltd
 
 
Group Strategic Report
For the 15 months Ended 31 March 2025

Introduction
The Directors present their Group Strategic Report and the audited consolidated financial statements for the 15-month period from 1 January 2024 to 31 March 2025.
Principal activities
The Group’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 consistently deliver innovative and stylish collections that resonate with our target audience. We will continue to prioritise design innovation as a core aspect of our 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, the Group 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.
Group sales for the period totalled £119m (equivalent to an annualised figure of £95.3m), whereas Group turnover in the prior period to 31 December 2023, following Vogue Sourcing Holdings Limited's acquisition of Vogue Sourcing Limited on 12 June 2023, totalled £51.5m. Sales growth period upon period reflects 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
Group turnover is split between the following revenue streams during the 15 months ended 31 December 2024: FOB sales of £116.7m (Period between 12 June 2023 and 31 December 2023: £47m), Manufacture-Led sales of £1.2m (Period ended 31 December 2023: £4.2m) and CMT (Cut Make Trim) sales of £1.3m (Period 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 £7m in the prior period ended 31 December 2023, reflecting a strong uplift in financial performance. Operating profit totalled £1.8m (annualised operating profit £1.4m), compared to a £0.1m Operating loss in the period ended 31 December 2023.

Page 1

 
Vogue Sourcing Holdings Ltd
 

Group Strategic Report (continued)
For the 15 months Ended 31 March 2025

Business review (continued)
 
EBITDA
Group EBITDA totalled £3.1m (annualised EBITDA £2.5m) for the 15 months, compared to £0.6m in the previous period ended 31 December 2023. This reflects 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.
Strategic Sourcing and Capital Investment
Throughout the 15-month period ending 31 March 2025, the Group 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 Group’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 FY 25, 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. 
 
Page 2

 
Vogue Sourcing Holdings Ltd
 

Group Strategic Report (continued)
For the 15 months Ended 31 March 2025

Key performance indicators
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 Group. 
 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 Margin -  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 the period ended 31 December 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 Developments
 
A 7-year strategic plan is being developed for the Group 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 Group’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. 
 
Page 3

 
Vogue Sourcing Holdings Ltd
 

Group Strategic Report (continued)
For the 15 months Ended 31 March 2025

• 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.  

Systems Implementation
 
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.
Principal risks and uncertainties
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.
 
Page 4

 
Vogue Sourcing Holdings Ltd
 

Group Strategic Report (continued)
For the 15 months Ended 31 March 2025

Competition Risk
The Group 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.

Conclusion
 
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.

Page 5

 
Vogue Sourcing Holdings Ltd
 

Group Strategic Report (continued)
For the 15 months Ended 31 March 2025

Directors' statement of compliance with duty to promote the success of the Group
 
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 group's employees;
• the need to foster the group’s business relationships with suppliers, customers and others;
• the impact of the group’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 group.
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.
Business Relationships
 
Vogue Sourcing specialises in sourcing high-quality fashion products and materials for global markets. The Group’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 Group. 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.

Page 6

 
Vogue Sourcing Holdings Ltd
 

Group Strategic Report (continued)
For the 15 months Ended 31 March 2025

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 year, the Directors have decided to expand into two new markets, Australia and Spain. This marks a significant step in the Group’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 Group’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.


A Mehan
Director

Date: 15 September 2025

Page 7

 
Vogue Sourcing Holdings Ltd
 
 
 
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.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group'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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the 15 months, after taxation, amounted to £1,014,289 (Period ended 31 December 2023 - loss £271,354).

The Directors do not recommend a payment of a final dividend.

Directors

The directors who served during the 15 months were:

A Mehan 
R Abrol 
J Hartley 


Page 8

 
Vogue Sourcing Holdings Ltd
 
 
 
Directors' Report (continued)
For the 15 months Ended 31 March 2025

Future developments

Design and Product Innovation
The Group is expanding into Home, Non-Clothing and Adventure wear, while also strengthening Childrenswear and Ladieswear. Investment in design, fabric sourcing and sampling to deliver winning styles is consistently being developed.
Customers
The Group has 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 use 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.

Page 9

 
Vogue Sourcing Holdings Ltd
 
 
 
Directors' Report (continued)
For the 15 months Ended 31 March 2025

Financial instruments

The principal financial instruments utilised by the Group encompass trade debtors, bank balances, bank loans and trade creditors. These financial instruments play a fundamental role in funding and facilitating the Group’s day-to-day operations and financial activities.
The Group’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 Group’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 Group is committed to maintaining robust cashflow and liquidity practices to guarantee the continuity of funding and the availability of cash to meet ongoing operational needs. 
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.

Research and development activities

As highlighted in previous years, innovation is more than a value—it is a strategic priority for the Group. 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 set 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.

Engagement with suppliers, customers and others

A summary of how the directors have had regard to the need to foster the Group’s business relationships with suppliers, customers and others, and the effect of that regard, including on the principal decisions taken by the Group during the financial year, is included in the Strategic Report.

Branches outside the United Kingdom

The Group has liaison offices in Bangladesh, Turkey, Morocco and China. We also have sales teams/hubs in Australia and Spain.

Page 10

 
Vogue Sourcing Holdings Ltd
 
 
 
Directors' Report (continued)
For the 15 months Ended 31 March 2025

Greenhouse gas emissions, energy consumption and energy efficiency action

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


15 months ended
31 March
Period ended
31 December
2025
2023

Emissions resulting from activities for which the Group is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)
31.6
13.8

Emissions resulting from the purchase of the electricity by the Group for its own use, including the purposes of transport (in tonnes of CO2 equivalent)
5.8
1.8

Energy consumed from activities for which the Group is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Group for its own use, including for the purposes of transport, in kWh
143,388
68,785

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 Group 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 (Period to 31 December 2023: 0.30).

Disclosure of information to auditors

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

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 11

 
Vogue Sourcing Holdings Ltd
 
 
 
Directors' Report (continued)
For the 15 months Ended 31 March 2025

Post balance sheet events

Subsequent to the year end, the Group 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. 

Auditors

The auditorsHurst Accountants Limitedwill 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.
 


A Mehan
Director

Date: 15 September 2025

Page 12

 
Vogue Sourcing Holdings Ltd
 
 
 
Independent Auditors' Report to the Members of Vogue Sourcing Holdings Ltd
 

Opinion


We have audited the financial statements of Vogue Sourcing Holdings Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the 15 months ended 31 March 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 March 2025 and of the Group's profit for the 15 months 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Page 13

 
Vogue Sourcing Holdings Ltd
 
 
 
Independent Auditors' Report to the Members of Vogue Sourcing Holdings Ltd (continued)


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


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


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 8, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 14

 
Vogue Sourcing Holdings Ltd
 
 
 
Independent Auditors' Report to the Members of Vogue Sourcing Holdings Ltd (continued)


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 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 Group 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 group 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 Group'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 Group 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.
 
Page 15

 
Vogue Sourcing Holdings Ltd
 
 
 
Independent Auditors' Report to the Members of Vogue Sourcing Holdings Ltd (continued)


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.
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.


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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.


Anthony Woodings (Senior Statutory Auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
Stockport
Cheshire
SK1 3GG

15 September 2025
Page 16

 
Vogue Sourcing Holdings Ltd
 
 
Consolidated Statement of Comprehensive Income
For the 15 months Ended 31 March 2025

15 months
31 March
Period ended
31 December
2025
2023
Note
£
£

  

Turnover
 4 
119,131,082
51,478,910

Cost of sales
  
(103,445,337)
(44,940,921)

Gross profit
  
15,685,745
6,537,989

Administrative expenses
  
(13,915,270)
(6,614,905)

Operating profit/(loss)
 5 
1,770,475
(76,916)

Interest receivable and similar income
 9 
68,341
20,000

Interest payable and similar expenses
 10 
(16,333)
(11,814)

Profit/(loss) before taxation
  
1,822,483
(68,730)

Tax on profit/(loss)
 11 
(808,194)
(202,624)

Profit/(loss) for the financial period
  
1,014,289
(271,354)

  

Profit/(loss) for the period attributable to:
  

Owners of the parent Company
  
1,014,289
(271,354)

In the prior period, the Company was incorporated on 24 April 2023, and the Company acquired 100% of the share capital of Vogue Sourcing Limited on 12 June 2023. The prior period results presented in the Consolidated Statement of Comprehensive Income include the results of Vogue Sourcing Limited for the period from 12 June 2023 to 31 December 2023.

The notes on pages 24 to 43 form part of these financial statements.

Page 17

 
Vogue Sourcing Holdings Ltd
Registered number: 14823320

Consolidated Balance Sheet
As at 31 March 2025

31 March
31 December
2025
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
6,615,604
7,624,502

Tangible assets
 13 
516,336
595,647

  
7,131,940
8,220,149

Current assets
  

Stocks
 15 
528,462
943,537

Debtors: amounts falling due within one year
 16 
18,644,155
15,343,142

Cash at bank and in hand
 17 
3,316,071
3,344,396

  
22,488,688
19,631,075

Creditors: amounts falling due within one year
 18 
(15,080,063)
(14,282,689)

Net current assets
  
 
 
7,408,625
 
 
5,348,386

Total assets less current liabilities
  
14,540,565
13,568,535

Provisions for liabilities
  

Deferred taxation
 19 
(101,350)
(143,609)

Net assets
  
14,439,215
13,424,926


Capital and reserves
  

Called up share capital 
 20 
100
100

Merger reserve
 21 
13,696,180
13,696,180

Profit and loss account
 21 
742,935
(271,354)

  
14,439,215
13,424,926


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

A Mehan
J Hartley
Director
Director


Date: 15 September 2025

The notes on pages 24 to 43 form part of these financial statements.

Page 18

 
Vogue Sourcing Holdings Ltd
Registered number: 14823320

Company Balance Sheet
As at 31 March 2025

31 March
31 December
2025
2023
Note
£
£

Fixed assets
  

Investments
 14 
16,786,298
16,786,298

Current assets
  

Cash at bank and in hand
 17 
12
2

  
12
2

Creditors: amounts falling due within one year
 18 
(3,098,300)
(3,090,265)

Net current liabilities
  
 
 
(3,098,288)
 
 
(3,090,263)

Net assets
  
13,688,010
13,696,035


Capital and reserves
  

Called up share capital 
 20 
100
100

Merger reserve
 21 
13,696,180
13,696,180

Profit and loss account brought forward
  
(245)
-

Loss for the period
  
(8,025)
(245)

Profit and loss account carried forward
  
(8,270)
(245)

  
13,688,010
13,696,035


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

A Mehan
J Hartley
Director
Director


Date: 15 September 2025

The notes on pages 24 to 43 form part of these financial statements.

Page 19

 
Vogue Sourcing Holdings Ltd
 

Consolidated Statement of Changes in Equity
For the 15 months Ended 31 March 2025


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period (first period of account)

Loss for the period
-
-
(271,354)
(271,354)
Total comprehensive income for the period
-
-
(271,354)
(271,354)


Contributions by and distributions to owners

Shares issued during the period
100
-
-
100

Merger reserve
-
13,696,180
-
13,696,180



At 1 January 2024
100
13,696,180
(271,354)
13,424,926


Comprehensive income for the 15 months

Profit for the 15 months
-
-
1,014,289
1,014,289
Total comprehensive income for the 15 months
-
-
1,014,289
1,014,289


At 31 March 2025
100
13,696,180
742,935
14,439,215


The notes on pages 24 to 43 form part of these financial statements.

Page 20

 
Vogue Sourcing Holdings Ltd
 

Company Statement of Changes in Equity
For the 15 months Ended 31 March 2025


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period (first period of account)

Loss for the period
-
-
(245)
(245)
Total comprehensive income for the period
-
-
(245)
(245)


Contributions by and distributions to owners

Shares issued during the period
100
-
-
100

Merger reserve
-
13,696,180
-
13,696,180



At 1 January 2024
100
13,696,180
(245)
13,696,035


Comprehensive income for the 15 months

Loss for the 15 months
-
-
(8,025)
(8,025)


At 31 March 2025
100
13,696,180
(8,270)
13,688,010


The notes on pages 24 to 43 form part of these financial statements.

Page 21

 
Vogue Sourcing Holdings Ltd
 

Consolidated Statement of Cash Flows
For the 15 months Ended 31 March 2025

15 months ended
31 March
Period ended
31 December
2025
2023
£
£

Cash flows from operating activities

Profit/ (Loss) for the financial period
1,014,289
(271,354)

Adjustments for:

Amortisation of intangible assets
1,008,898
446,679

Depreciation of tangible assets
325,404
227,780

Interest paid
16,333
11,814

Interest received
(68,341)
(20,000)

Taxation charge
808,194
202,624

Decrease in stocks
415,075
1,559,357

(Increase)/decrease in debtors
(2,533,250)
2,879,269

Decrease in creditors
498,472
(415,430)

Corporation tax paid
(398,500)
(1,322,749)

Net cash generated from operating activities

1,086,574
3,297,990


Cash flows from investing activities

Purchase of tangible fixed assets
(246,093)
(36,988)

Purchase of fixed asset investments
-
(3,090,020)

Interest received
68,341
20,000

Cash acquired on acquisition
-
5,963,073

Loans to related companies
(2,215,176)
(1,740,072)

Repayment of related party loans
580,000
-

Loan to director
(603,583)
(763,833)

Directors' loan repayments
1,317,945
-

Net cash from investing activities

(1,098,566)
352,160

Cash flows from financing activities

Interest paid
(16,333)
(14,913)

Repayment of bank loans
-
(290,841)

Net cash used in financing activities
(16,333)
(305,754)
Page 22

 
Vogue Sourcing Holdings Ltd
 

Consolidated Statement of Cash Flows (continued)
For the 15 months Ended 31 March 2025

15 months
31 March
Period ended
31 December

2025
2023

£
£



Net (decrease)/increase in cash and cash equivalents
(28,325)
3,344,396

Cash and cash equivalents at beginning of 15 months
3,344,396
-

Cash and cash equivalents at the end of 15 months
3,316,071
3,344,396


Cash at bank and in hand
3,316,071
3,344,396



Consolidated Analysis of Net Debt
For the 15 months Ended 31 March 2025




At 1 January 2024
Cash flows
At 31 March 2025
£

£

£

Cash at bank and in hand

3,344,396

(28,325)

3,316,071


3,344,396
(28,325)
3,316,071

The notes on pages 24 to 43 form part of these financial statements.

Page 23

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the 15 months Ended 31 March 2025

1.


General information

Vogue Sourcing Holdings Limited is a private company limited by shares and incorporated in England and Wales. The address of the registered office and the principal place of business is 3rd Floor, Oakland House, Talbot Road, Old Trafford, Manchester, M16 0PQ. The company number is 14823320. 
The Group's principal activity is to design, source and sell clothing in the fashion sector B2B.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

Parent Company disclosure exemptions

In preparing the separate financial statements of the parent Company, advantage has been taken of the following disclosure exemptions available in FRS 102:
No Statement of Cash Flows has been presented for the parent Company;
No disclosures have been given for the aggregate remuneration of the key management personnel of the parent Company as their remuneration is included in the totals for the Company as a whole.

The reporting period is the 15 months ended 31 March 2025. In the prior period, the Company was incorporated on 24 April 2023, and the Company acquired 100% of the share capital of Vogue Sourcing Limited on 12 June 2023. As the previous reporting period was effectively the period from 12 June 2023 to 31 December 2023, the comparative amounts presented in the financial statements are not entirely comparable.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 24

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the 15 months Ended 31 March 2025

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional currency is USD. The Group operates in an economic environment which generates and uses cash flows in USD, EUR and GBP, and sales prices are mainly influenced by USD. In light of available information, the primary currency is judged by management to be USD.
This differs from the presentational currency which is GBP. The reason for the difference is shareholder convenience.

Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated statement of comprehensive income.
Foreign exchange gains and losses are presented in the Consolidated statement of comprehensive income within 'administrative expenses'.

 
2.4

Revenue

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

Sale of goods

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

Vogue Sourcing Limited, the trading company within the group, predominantly sells goods under Free on Board ('FOB') terms, and some sales are made under Manufacturer-led contracts with retailers or Cut-Made-Trim ('CMT') arrangements.


 
Page 25

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the 15 months Ended 31 March 2025

2.Accounting policies (continued)


2.4
Revenue (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.

 
2.5

Operating leases: the Group as lessee

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

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

 
2.6

Interest income

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

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 26

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the 15 months Ended 31 March 2025

2.Accounting policies (continued)

 
2.8

Pensions

Defined contribution pension plan

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

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

 
2.9

Current and deferred taxation

The tax expense for the 15 months comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Page 27

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the 15 months Ended 31 March 2025

2.Accounting policies (continued)

 
2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.11

Tangible fixed assets

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

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:

Plant and machinery
-
25%
Motor vehicles
-
20%
Fixtures and fittings
-
25%
Office equipment
-
25%
Computer equipment
-
25%

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

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

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 28

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the 15 months Ended 31 March 2025

2.Accounting policies (continued)

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. 

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.17

Provisions for liabilities

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

 
2.18

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

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
Page 29

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the 15 months Ended 31 March 2025

2.Accounting policies (continued)


2.18
Financial instruments (continued)

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 Group'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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of 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.

 
2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 30

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the 15 months Ended 31 March 2025

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions.
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 Group 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.


4.


Turnover

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


15 months
31 March
Period ended
31 December
2025
2023
£
£

FOB sales turnover
116,675,036
46,883,770

Manufacturer led sales turnover
1,181,041
4,215,945

Cut Made Trim ('CMT') turnover
1,275,005
379,195

119,131,082
51,478,910


Analysis of turnover by country of destination:

15 months
31 March
Period ended
31 December
2025
2023
£
£

United Kingdom
118,583,971
50,787,063

Rest of the world
547,111
691,847

119,131,082
51,478,910


Page 31

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the 15 months Ended 31 March 2025

5.


Operating profit/(loss)

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

15 months
31 March
Period ended
31 December
2025
2023
£
£

Exchange differences
(7,253)
421,642

Other operating lease rentals
470,895
403,352


6.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors:


15 months
31 March
Period ended
31 December
2025
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
3,850
3,650

Fees payable to the Company's auditors in respect of:

Audit of the accounts of subsidiaries
38,025
36,400

Taxation compliance services
3,625
3,100

All taxation advisory services not included above
4,000
-

All non-audit services not included above
8,500
8,250

Page 32

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the 15 months Ended 31 March 2025

7.


Employees

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


Group
15 months ended
31 March
Group
Period ended
31 December
Company
15 months ended
31 March
Company
Period ended
31 December
2025
2023
2025
2023
£
£
£
£


Wages and salaries
6,085,451
2,594,695
-
-

Social security costs
666,697
387,037
-
-

Cost of defined contribution scheme
131,575
48,923
-
-

6,883,723
3,030,655
-
-


Liaison office staff costs are classified within Staff costs. 

The average monthly number of employees, including the directors, during the 15 months was as follows:



Group
Group
Company
Company
  15 months ended
       31 March
     Period ended
      31 December
  15 months ended
       31 March
     Period ended
      31 December
        2025
        2023
        2025
        2023
            No.
            No.
            No.
            No.









Administrative staff
68
66
-
-



Liaison office staff
119
93
-
-



Directors
3
3
3
3

190
162
3
3

Page 33

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the 15 months Ended 31 March 2025

8.


Directors' remuneration

15 months
31 March
Period ended
31 December
2025
2023
£
£

Directors' emoluments
1,438,854
630,262

Group contributions to defined contribution pension schemes
43,765
15,468

1,482,619
645,730


During the 15 months retirement benefits were accruing to 3 directors (2023 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £639,768 (2023 - £304,368).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £20,149 (2023 - £7,954).


9.


Interest receivable

15 months
31 March
Period ended
31 December
2025
2023
£
£


Other interest receivable
68,341
20,000


10.


Interest payable and similar expenses

15 months
31 March
Period ended
31 December
2025
2023
£
£


Bank interest payable
2,055
11,814

Other interest payable
14,278
-

16,333
11,814

Page 34

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the 15 months Ended 31 March 2025

11.


Taxation


15 months
31 March
Period ended
31 December
2025
2023
£
£

Corporation tax


Current tax on profits for the year
850,453
192,162


Total current tax
850,453
192,162

Deferred tax


Origination and reversal of timing differences
(42,259)
10,462

Total deferred tax
(42,259)
10,462


Tax on profit/(loss)
808,194
202,624

Factors affecting tax charge for the 15 months/period

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

15 months
31 March
Period ended
31 December
2025
2023
£
£


Profit/(loss) on ordinary activities before tax
1,822,483
(68,730)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
455,621
(17,183)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
252,225
111,670

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
97,987
39,836

Capital allowances for period in excess of depreciation
2,389
28,862

Other differences leading to an increase (decrease) in the tax charge
(28)
39,439

Total tax charge for the period
808,194
202,624


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 35

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the 15 months Ended 31 March 2025

12.


Intangible assets

Group







Goodwill

£



Cost


At 1 January 2024
8,071,181



At 31 March 2025

8,071,181



Amortisation


At 1 January 2024
446,679


Charge for the period
1,008,898



At 31 March 2025

1,455,577



Net book value



At 31 March 2025
6,615,604



At 31 December 2023
7,624,502

Goodwill arose in the prior period in relation to the acquisition of Vogue Sourcing Limited by Vogue Sourcing Holdings Limited on 12 June 2023. As part of this transaction, goodwill of £8,071,181 was recognised. 
 
Management considers the goodwill to have a useful life of 10 years, over which it is being amortised in line with the Group’s accounting policy.



Page 36

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the 15 months Ended 31 March 2025

13.


Tangible fixed assets

Group








Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Computer equipment
Total

£
£
£
£
£
£



Cost


At 1 January 2024
38,027
-
421,118
198,076
166,206
823,427


Additions
19,706
67,496
27,281
3,368
128,242
246,093



At 31 March 2025

57,733
67,496
448,399
201,444
294,448
1,069,520



Depreciation


At 1 January 2024
-
-
127,703
71,460
28,617
227,780


Charge for the period
17,955
2,484
163,595
71,896
69,474
325,404



At 31 March 2025

17,955
2,484
291,298
143,356
98,091
553,184



Net book value



At 31 March 2025
39,778
65,012
157,101
58,088
196,357
516,336



At 31 December 2023
38,027
-
293,415
126,616
137,589
595,647

Page 37

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the 15 months Ended 31 March 2025

14.


Fixed asset investments

Company








Investments in subsidiary companies

£



Cost


At 1 January 2024
16,786,298



At 31 March 2025
16,786,298





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Vogue Sourcing Limited
3rd Floor, Oakland House, Talbot Road, Old Trafford, Manchester, M16 0PQ
Designing and sourcing of clothing
Ordinary
100%


15.


Stocks

Group
31 March
Group
31 December
2025
2023
£
£

Finished goods and goods for resale
528,462
943,537


The carrying value of stocks is stated net of impairment losses totalling £Nil (2023: £125,427). Impairment losses totalling £Nil (2023: £74,403) were recognised in profit and loss.

Page 38

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the 15 months Ended 31 March 2025

16.


Debtors

Group
31 March
Group
31 December
2025
2023
£
£


Trade debtors
10,252,892
8,167,767

Other debtors
7,079,461
6,124,587

Prepayments and accrued income
1,311,802
897,737

Tax recoverable
-
153,051

18,644,155
15,343,142



17.


Cash and cash equivalents

Group
31 March
Group
31 December
Company
31 March
Company
31 December
2025
2023
2025
2023
£
£
£
£

Cash at bank and in hand
3,316,071
3,344,396
12
2



18.


Creditors: Amounts falling due within one year

Group
31 March
Group
31 December
Company
31 March
Company
31 December
2025
2023
2025
2023
£
£
£
£

Trade creditors
12,523,042
11,916,499
-
-

Amounts owed to group undertakings
-
-
3,090,425
3,090,265

Corporation tax
273,019
-
-
-

Other taxation and social security
109,384
261,537
-
-

Other creditors
22,178
1,266
-
-

Accruals and deferred income
2,152,440
2,103,387
7,875
-

15,080,063
14,282,689
3,098,300
3,090,265


Page 39

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the 15 months Ended 31 March 2025

19.


Deferred taxation


Group



2025


£






At beginning of year
(143,609)


Credited to profit or loss
42,259



At end of year
(101,350)






The provision for deferred taxation is made up as follows:

Group
31 March
Group
31 December
2025
2023
£
£

Accelerated capital allowances
(106,895)
(143,926)

Pension
5,545
317

(101,350)
(143,609)


20.


Share capital

31 March
31 December
2025
2023
£
£
Allotted, called up and fully paid



100 (2023 - 100) Ordinary shares of £1.00 each
100
100


Page 40

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the 15 months Ended 31 March 2025

21.


Reserves

Merger Reserve

A merger reserve arose on a business combination that was accounted for as a merger in accordance with UK GAAP.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.


22.


Contingent liabilities

The Group has contingent liabilities totalling £Nil (2023 - £4,536,850) at 31 March 2025, in relation to letters of credit.


23.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £131,575 (Period ended 31 December 2023 - £46,875). Contributions totalling £22,178 (31 December 2023 - £1,266) were payable to the fund at the balance sheet date and are included in creditors.


24.


Commitments under operating leases

At 31 March 2025 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
31 March
Group
31 December
2025
2023
£
£

Not later than 1 year
316,016
134,744

Later than 1 year and not later than 5 years
130,064
21,439

446,080
156,183
Page 41

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the 15 months Ended 31 March 2025

25.


Transactions with directors

For the 15 Months Ended 31 March 2025, the directors entered into the following advances and credits with the company:

Balance brought forward - owed by/(owed to) director
Advances /(credits) to the directors
Repayments
Balance o/standing
        £
        £
        £
        £

Director 1

763,833

603,153

(1,317,945)
 
49,041
 
Director 2

-

430

-
 
430
 
Director 3

-

-

-
 
-
 
Director 4

-

-

-
 
-
 

763,833

603,583

(1,317,945)
 
49,471
 



.



For the Period Ended 31 December 2023, the directors entered into the following advances and credits with the company:

Balance brought forward - owed by/(owed to) director
Advances /(credits) to the directors
Repayments
Balance o/standing
        £
        £
        £
        £

Director 1

20,500

1,590,605

(847,272)
 
763,833
 
Director 2

-

93,942

(93,942)
 
-
 
Director 3

-

-

-
 
-
 
Director 4

2,500

(2,500)

-
 
-
 

23,000

1,682,047

(941,214)
 
763,833
 



Page 42

 
Vogue Sourcing Holdings Ltd
 
 
 
Notes to the Financial Statements
For the 15 months Ended 31 March 2025

26.


Related party transactions

In preparing these financial statements, the directors have taken advantage of the exemptions available under section 33 paragraph 1A of the Financial Reporting Standard 102, and have not disclosed transactions entered into between wholly owned group undertakings.
During the year, the Group entered into transactions with parties controlled by the controlling party or by close members of the controlling shareholders' family. Transactions entered into with these parties during the period, and balances outstanding at 31 March 2025, were as follows:


31 March
31 December
2025
2023
£
£

Purchases
151,700
34,119
Creditor
-
(60,729)
Interest receivable
-
20,000
Sales
736,654
-
Debtors
7,156,953
6,130,899

Related party loan
Loans to entities controlled by directors totalling £6,681,343 (2023: £4,938,288) are included within Other debtors at 31 March 2025 (and within Debtors shown in the table above), of which all of these loans are interest-free and repayable on demand. In the prior year a £560,000 loan had an interest rate of 7% per annum and £20,000 interest was accrued at the reporting date - this loan was repaid in January 2024.
An additional loan totalling £500k was made to an entity controlled by a close member of a director's family during the prior year, and this was repaid with interest totalling £4,167 (applicable rate being 10% per annum).
Key management personnel compensation
Key management personnel includes those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including directors. Amounts paid to key management remuneration during the period totalled £1,482,619 (Period ended 31 December 2023: £763,932).


27.


Post balance sheet events

Subsequent to the year end, the Group 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. 


28.


Controlling party

The ultimate controlling party is A Mehan. 

Page 43