REGISTERED NUMBER: 02941920 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 DECEMBER 2024

FOR

MISIRLI UK LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Cash Flow Statement

10

Notes to the Cash Flow Statement

11

Notes to the Financial Statements

12

DIRECTORS:

Mrs K Bown

Mr G Bown

Mrs L M Churcher

Mr I Erturgut

SECRETARY:

Mr G Bown

REGISTERED OFFICE:

Unit 5

22 Pinfold Road

Thurmaston

Leicester

Leicestershire

LE4 8AS

REGISTERED NUMBER:

02941920 (England and Wales)

AUDITORS:

Magma Audit LLP (part of the Dains Group)

Chartered Accountants

Statutory Auditor

Unit 2, Charnwood Edge Business Park

Syston Road

Leicestershire

LE7 4UZ

The directors present their strategic report for the year ended 30 December 2024.

The strategic report is set out by the directors to provide information on the entity and insight into its main objectives and strategies, and the principal risks it faces.

REVIEW OF BUSINESS

The results for the year and the financial position of the company are shown in the financial statements.

The company faced several market challenges during the course of the financial year. In the opinion of the directors, the company successfully identified these and implemented proactive solutions resulting in a strong financial performance overall.

The directors have a positive outlook for the company and continue to build upon the historic results and the customer base.

The directors intend to maximise turnover going forward by developing new products and opportunities for new and existing customers. We do expect the challenging economic circumstances and resulting competition to remain for the foreseeable future however with the plans of the management to implement new products and programs the outlook for Company's business development remains positive.

FINANCIAL KEY PERFORMANCE INDICATORS

The directors see that the key financial indicators are turnover and operating profit year on year comparatives. Turnover during the current year has stayed consistent in comparison to the previous financial year, increasing by 0.1% to £16.81m, with operating profit down by 62% to £0.51m.

PRINCIPAL RISKS AND UNCERTAINTIES

The company's principal categories of risk are enumerated as follows. Management objectives and policies for these risks are summarised:

Operational Risk

Operational risk is the risk of loss arising from inadequate or failed internal processes, people and systems, or from external events. The directors are responsible for the day-to-day running of the business and have instituted processes to monitor and mitigate operational risk. These measures are appropriate to the size and complexity of the business.

Business Risk

The company's risk appetite is defined, evaluated and documented in the first instance by the directors. The company's business strategy is proactively reviewed and updated quarterly by the Directors as required.

Management is aware of the many inflationary pressures on raw material, labour, and freight/transportation costs. Where possible these cost price increases are passed onto the customer but there is a potential for a resultant loss of margin.

Market Risk

The principal market risk the Company faces is currency risk through purchases being derived in a currency other than sterling. Currency risk is monitored by the accounting function and balances are reviewed weekly by a Director.

Financial Risk

Financial risk is the risk that the Company's cash flow proves inadequate to meet its financial obligations. Financial risk is monitored by the accounting function and presented to the Directors as part of the monthly internal management reporting.

ON BEHALF OF THE BOARD:

Mr G Bown - Director

29 September 2025

The directors present their report with the financial statements of the company for the year ended 30 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the wholesale of nightwear, underwear and hosiery.

On 29th October 2024, 100% of the share capital of the company was sold to the Misirli UK Employee Share Ownership Trust, an employee ownership trust limited by guarantee set up in 2024.

DIVIDENDS

The total distribution of dividends for the year ended 30 December 2024 were £108,000 (2023: £726,381). The directors recommend that no final dividend be paid.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 31 December 2023 to the date of this report.

Mrs K Bown

Mr G Bown

Mrs L M Churcher

Mr I Erturgut

DISCLOSURE IN THE STRATEGIC REPORT

Information relating to financial instruments is given in the Strategic Report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Magma Audit LLP (part of the Dains Group), will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr G Bown - Director

29 September 2025

Opinion

We have audited the financial statements of Misirli UK Limited (the 'company') for the year ended 30 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 30 December 2024 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the company and industry, we identified the principal risks of non-compliance with laws and regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006, health and safety regulations and employment law. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries and management bias in accounting estimates. Audit procedures performed included:

-

discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;

-

challenging assumptions made by management in their significant accounting estimates, in particular in relation to the impairment of licences review and the royalties provision;

-

identifying and testing journal entries, in particular any journal entries posted with unusual account combinations, journal entries crediting cash and journal entries with specific defined descriptions.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. 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 Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Luke Turner FCA FCCA (Senior Statutory Auditor)

for and on behalf of Magma Audit LLP (part of the Dains Group)

Chartered Accountants

Statutory Auditor

Unit 2, Charnwood Edge Business Park

Syston Road

Leicestershire

LE7 4UZ

29 September 2025

TURNOVER

4

16,805,152

16,787,001

Cost of sales

(13,900,364

)

(13,559,604

)

GROSS PROFIT

2,904,788

3,227,397

Administrative expenses

(2,307,204

)

(1,854,769

)

OPERATING PROFIT

6

597,584

1,372,628

Interest payable and similar expenses

7

(43,153

)

(55,061

)

PROFIT BEFORE TAXATION

554,431

1,317,567

Tax on profit

8

(174,553

)

(254,568

)

PROFIT FOR THE FINANCIAL YEAR

379,878

1,062,999

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

379,878

1,062,999

FIXED ASSETS

Tangible assets

10

83,465

95,393

Investments

11

1

1

83,466

95,394

CURRENT ASSETS

Stocks

12

239,170

451,746

Debtors

13

2,902,791

2,818,720

Cash at bank

2,392,700

1,653,735

5,534,661

4,924,201

CREDITORS

Amounts falling due within one year

14

(2,504,225

)

(2,177,571

)

NET CURRENT ASSETS

3,030,436

2,746,630

TOTAL ASSETS LESS CURRENT LIABILITIES

3,113,902

2,842,024

PROVISIONS FOR LIABILITIES

17

(12,429

)

(12,429

)

NET ASSETS

3,101,473

2,829,595

CAPITAL AND RESERVES

Called up share capital

18

50,000

50,000

Retained earnings

3,051,473

2,779,595

SHAREHOLDERS' FUNDS

3,101,473

2,829,595

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

Mr G Bown - Director

Mrs L M Churcher - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 31 December 2022

50,000

2,442,977

2,492,977

Changes in equity

Dividends

-

(726,381

)

(726,381

)

Total comprehensive income

-

1,062,999

1,062,999

Balance at 30 December 2023

50,000

2,779,595

2,829,595

Changes in equity

Dividends

-

(108,000

)

(108,000

)

Total comprehensive income

-

379,878

379,878

Balance at 30 December 2024

50,000

3,051,473

3,101,473

Cash flows from operating activities

Cash generated from operations

1

1,358,247

917,400

Interest paid

(43,153

)

(55,061

)

Tax paid

(249,460

)

(248,537

)

Net cash from operating activities

1,065,634

613,802

Cash flows from investing activities

Purchase of tangible fixed assets

(23,333

)

(72,242

)

Sale of tangible fixed assets

2,222

-

Net cash from investing activities

(21,111

)

(72,242

)

Cash flows from financing activities

Loan repayments in year

-

(262,500

)

Invoice financing movement

-

125,516

Amount introduced by directors

15,814

74,769

Amount withdrawn by directors

(309,290

)

(15,055

)

Equity dividends paid

(108,000

)

(726,381

)

Net cash from financing activities

(401,476

)

(803,651

)

Increase/(decrease) in cash and cash equivalents

643,047

(262,091

)

Cash and cash equivalents at beginning of year

2

1,653,735

1,783,311

Effect of foreign exchange rate changes

95,918

132,515

Cash and cash equivalents at end of year

2

2,392,700

1,653,735

1.	RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit for the financial year

379,878

1,062,999

Depreciation charges

35,261

26,063

(Profit)/loss on disposal of fixed assets

(2,222

)

97

Effect of foreign exchange rate changes

(95,918

)

(132,515

)

Finance costs

43,153

55,061

Taxation

174,553

254,568

534,705

1,266,273

Decrease/(increase) in stocks

212,576

(94,451

)

Decrease in trade and other debtors

112,001

783,260

Increase/(decrease) in trade and other creditors

498,965

(1,037,682

)

Cash generated from operations

1,358,247

917,400

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 December 2024

30/12/24

31/12/23

£

£

Cash and cash equivalents

2,392,700

1,653,735

Year ended 30 December 2023

30/12/23

31/12/22

£

£

Cash and cash equivalents

1,653,735

1,783,311

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 31/12/23

Cash flow

At 30/12/24

£

£

£

Net cash

Cash at bank

1,653,735

738,965

2,392,700

1,653,735

738,965

2,392,700

Total

1,653,735

738,965

2,392,700

1.	STATUTORY INFORMATION

Misirli UK Limited is a limited company, registered in England and Wales. Its registered office address is Unit 5, 22 Pinfold Road, Thurmaston, Leicester, Leicestershire, LE4 8AS and the registered number is 02941920.

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover

Turnover represents amounts receivable for goods and services net of VAT and trade discounts and is recognised when goods are despatched.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of goods

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it's probable that the economic benefits associated with the transaction will flow to there with and the costs incurred in respect of the transaction can be measured reliably.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Leasehold improvements

Over the period of the lease

Plant and machinery

20% or 25% straight line

Fixtures & fittings

20% or 25% straight line

Motor vehicles

20% straight line

Investments in associates

Interests in jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Financial instruments

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Debtors

Basic financial assets, including trade and other debtors, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents

Cash and cash equivalents are represented by cash in hand, deposits held at call with financial institutions, and other short-term highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Creditors

Basic financial liabilities, including trade and other creditors, loans from third parties and loans from related parties, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Such instruments are subsequently carried at amortised cost using the effective interest method, less any impairment.

Taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

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

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.

Operating leases

Rentals payable under operating leases, including any lease incentives received, are charged to income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.

Pension costs and other post-retirement benefits

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

Royalties and licences

Licences are secured by making guarantees on amounts payable over the period of the licence. Royalties are paid based on a percentage of the gross sales made for each licence.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Impairment of licences review

Guarantees are made to secure licences for a set period. The level of sales is monitored against this guarantee and where potential shortfalls in sales are identified, a provision is made which is posted to the Statement of Comprehensive Income. This will then be monitored until the expiration of the licence, at which point the shortfall, if any, will be known and the difference adjusted through the Statement of Comprehensive Income.

Royalties provision

Provisions made for royalties' payments due on sales of products under licences. The provision will be based on the details of the agreement and a prepayment or accrual will be made depending on the timing of payments.

4.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2024

2023

£

£

Sale of goods

16,805,152

16,787,001

16,805,152

16,787,001

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United Kingdom

15,618,984

15,072,183

Europe

1,186,168

1,714,818

16,805,152

16,787,001

5.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

1,310,482

1,305,048

Other pension costs

20,621

19,565

1,331,103

1,324,613

The average number of employees during the year was as follows:

2024

2023

Directors

4

4

Management

5

3

Administrative

34

36

Warehouse

3

3

46

46

2024

2023

£

£

Directors' remuneration

254,875

285,144

Directors' pension contributions to money purchase schemes

3,848

3,848

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

Information regarding the highest paid director is as follows:

2024

2023

£

£

Emoluments etc

108,000

138,000

6.	OPERATING PROFIT

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

2024

2023

£

£

Other operating leases

37,861

42,203

Depreciation - owned assets

35,261

26,063

(Profit)/loss on disposal of fixed assets

(2,222

)

97

Auditors' remuneration

15,100

14,650

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank interest

12,119

32,166

Invoice finance interest payable

31,034

22,895

43,153

55,061