REGISTERED NUMBER: 09119941 (England and Wales)

Audited Financial Statements for the Year Ended 31 December 2024

for

Fabiana Filippi Retail (U.K) Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mr Giacomo Filippi Coccetta

Mr Mario Filippi Coccetta

REGISTERED OFFICE:

42 Conduit Street

London

W1S 2YH

REGISTERED NUMBER:

09119941 (England and Wales)

AUDITORS:

PG & E Professional Services Ltd

Chartered Accountants & Statutory Auditor

47 Islington Park Street

London

N1 1QB

FIXED ASSETS

Tangible assets

4

44,197

440,374

CURRENT ASSETS

Stocks

5

592,626

641,061

Debtors

6

271,459

394,805

Cash at bank

190,316

182,683

1,054,401

1,218,549

CREDITORS

Amounts falling due within one year

7

1,621,283

1,392,357

NET CURRENT LIABILITIES

(566,882

)

(173,808

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(522,685

)

266,566

CREDITORS

Amounts falling due after more than one year

8

-

(80,000

)

PROVISIONS FOR LIABILITIES

(117,417

)

(40,000

)

NET (LIABILITIES)/ASSETS

(640,102

)

146,566

CAPITAL AND RESERVES

Called up share capital

9

1,000,000

1,000,000

Share premium

1,600,000

1,600,000

Retained earnings

(3,240,102

)

(2,453,434

)

SHAREHOLDERS' (DEFICIT)/FUNDS

(640,102

)

146,566

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 10 July 2025 and were signed on its behalf by:

Mr Giacomo Filippi Coccetta - Director

1.	STATUTORY INFORMATION

Fabiana Filippi Retail (U.K) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party entered into between two or more members of a group, provided that any subsidiary which is party to the transaction is wholly-owned.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax. Turnover from the sale of goods is recognised when goods have been delivered to customers such that risks and rewards of ownership have transferred to them.

Tangible fixed assets

Depreciation is provided in order to write off each asset over its estimated useful life.

Short leasehold - over the length of the lease - 10 years

Fixtures and fittings - over the length of the lease - 10 years

Computer equipment - 33% at cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

The directors believes that it is not prudent to account for deferred tax assets nor necessary to account for deferred tax liabilities within these financial statements, as a result of the losses made in previous and current year, and in light of the material uncertainty related to going concern as described in the Directors Report.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

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

Going concern

The company has served notice to terminate the lease on its sole retail premises early, with the lease now scheduled to end on 26 August 2025. Fabiana Filippi SPA, the company's parent and ultimate controlling party, has expressed the intention for the company to cease operations in the United Kingdom. However, as at the date of approval of these financial statements, Fabiana Filippi SPA is evaluating this intention and has not yet definitively determined whether the company will cease trading entirely or continue operations under a revised business model. The company's ability to meet its liabilities as they fall due is dependent on continued financial support from its immediate parent undertaking.

Included within amounts payable to group undertakings and accruals are the following amounts payable to its parent company:

1) three loans (Loan 1: £392,945 repayable by 31 December 2025; Loan 2: £350,000 repayable by 31 December 2024; and Loan 3: £80,000 repayable by 9 April 2026) totalling £822,945 (2023: £822,945);

2) trade payables of £577,844 (2023: £450,340), repayable within 60 days from invoice date; and

3) accruals of £141,589 (2023: £94,079).

As at the date of approval of these financial statements, the parent company has not confirmed whether it will seek repayment of these balances. In the event that the parent were to demand repayment, the company may not have sufficient resources to meet these liabilities, which could result in insolvency proceedings. The directors believe that this eventuality is unlikely.

Management has received a formal written undertaking from the parent company confirming that it will repurchase any inventory that is surplus to its requirements. This undertaking applies regardless of whether the company continues to operate or ceases trading altogether and has been factored into the directors' assessment of going concern.

These financial statements have been prepared on a going concern basis.The combination of the uncertainty over the company's future operations, its ability to generate sufficient cash to enable it to meet its obligations, and its continued reliance on support from its parent represents a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 4 (2023 - 4 ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

Short

and

Computer

leasehold

fittings

equipment

Totals

£

£

£

£

COST

At 1 January 2024

and 31 December 2024

2,104,675

705,054

2,840

2,812,569

DEPRECIATION

At 1 January 2024

1,884,656

486,879

660

2,372,195

Charge for year

33,004

32,728

947

66,679

Impairments

165,013

163,628

857

329,498

At 31 December 2024

2,082,673

683,235

2,464

2,768,372

NET BOOK VALUE

At 31 December 2024

22,002

21,819

376

44,197

At 31 December 2023

220,019

218,175

2,180

440,374

As set out in the directors report, the company has served notice to terminate the lease on its sole retail premises early, with the lease now scheduled to end on 26 August 2025. The directors have therefore undertook a review of the useful economic life and recoverable amount of the company’s fixed assets. An impairment charge of £329,498 has been recognised in the profit and loss account to reflect the revised carrying value of the assets. This adjustment ensures that the assets are stated at the lower of their carrying amount and their recoverable amount. The directors believe that the revised carrying value appropriately reflects the expected future economic benefits derived from the assets.

5.

STOCKS

The company has received a formal written letter from Fabiana Filippi SPA, the company's parent and ultimate parent company, undertaking that it will repurchase any inventory that is surplus to its requirements at its original cost and, in addition, will bear any associated costs relating to the disposal or removal of such inventory, including but not limited to transportation, VAT, and customs duties. This undertaking applies regardless of whether the company completely ceases trading or continues operating in a reduced capacity under a revised business model. Management has factored this commitment into its going concern assessment.

6.

DEBTORS

31.12.24

31.12.23

£

£

Amounts falling due within one year:

Trade debtors

30,323

14,309

Other debtors

162,000

-

Prepayments and accrued income

79,136

218,496

271,459

232,805

Amounts falling due after more than one year:

Other debtors

-

162,000

Aggregate amounts

271,459

394,805

Prepayments and accrued income £79,136 (2023: £218,496) includes an amount relating to group companies of £Nil (2023 £139,828).

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

14,647

13,955

Amounts owed to group undertakings

1,400,789

1,193,285

Social security and other taxes

28,748

30,114

Other creditors

14,999

2,764

Accruals and deferred income

162,100

152,239

1,621,283

1,392,357

Included within amounts payable to group undertakings and accruals are the following amounts payable to its parent company:

1) three loans (Loan 1: £392,945 repayable by 31 December 2025; Loan 2: £350,000 repayable by 31 December 2024; and Loan 3: £80,000 repayable by 9 April 2026) totalling £822,945 (2023: £822,945);

2) trade payables of £577,844 (2023: £450,340), repayable within 60 days from invoice date; and

3) accruals of £141,589 (2023: £94,079).

As at the date of approval of these financial statements, the parent company has not confirmed whether it will seek repayment of these balances. In the event that the parent were to demand repayment, the company may not have sufficient resources to meet these liabilities, which could result in insolvency proceedings. The directors believe that this eventuality is unlikely.

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.24

31.12.23

£

£

Amounts owed to group undertakings

-

80,000

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

1,000,000

Ordinary shares

1

1,000,000

1,000,000

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Mr Simon Edrich (Senior Statutory Auditor)

for and on behalf of PG & E Professional Services Ltd

11.	OTHER FINANCIAL COMMITMENTS

The total financial commitments related to the lease agreement is £180,000 (2023: £1,766,466)

12.	AUDITOR LIABILITY LIMITATION

The company has limited the maximum aggregate amount of the Auditor's Liability to the company to not more than (1) the sum of 5 times the fees payable (excluding expenses and Value Added Tax) under the Engagement Letter referable to the financial year in question, or (2) £30,000 whichever is the lesser amount.

13.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Fabiana Filippi SPA.

The ultimate parent undertaking and controlling entity is Fabiana Filippi SPA, a company incorporated in Italy whose registered office is Via Bruno Buozzi, 90 Zona Industriale, Giano dell'Umbria, 06030, Italy, which is the parent undertaking of the smallest and largest group to consolidate these financial statements. Copies of Fabiana Filippi SPA consolidated financial statements are available from its registered office at Via Bruno Buozzi, 90 Zona Industriale, Giano dell'Umbria, 06030, Italy.