REGISTERED NUMBER: 05701950 (England and Wales)

Financial Statements for the Year Ended 31 December 2024

for

Pronovias UK Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

Cristina Alba Ochoa

REGISTERED OFFICE:

Second Floor, Kirkland House

11-15 Peterborough Road

Harrow

Middlesex

HA1 2AX

REGISTERED NUMBER:

05701950 (England and Wales)

SENIOR STATUTORY AUDITOR:

Alexander Morris

AUDITORS:

Nyman Libson Paul LLP

124 Finchley Road

London

NW3 5JS

FIXED ASSETS

Tangible assets

4

1,310,872

1,488,109

CURRENT ASSETS

Stocks

5

591,617

499,451

Debtors

6

11,954,459

12,362,095

Cash at bank and in hand

166,089

92,555

12,712,165

12,954,101

CREDITORS

Amounts falling due within one year

7

(3,046,437

)

(3,827,304

)

NET CURRENT ASSETS

9,665,728

9,126,797

TOTAL ASSETS LESS CURRENT LIABILITIES

10,976,600

10,614,906

PROVISIONS FOR LIABILITIES

8

(123,175

)

-

NET ASSETS

10,853,425

10,614,906

CAPITAL AND RESERVES

Called up share capital

10,100,000

10,100,000

Retained earnings

753,425

514,906

SHAREHOLDERS' FUNDS

10,853,425

10,614,906

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 Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the director and authorised for issue on 23 September 2025 and were signed by:

Cristina Alba Ochoa - Director

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Significant judgements and estimates

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.

Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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:

Sales of bridalwear

Revenue generated from the sale of bridalwear to wholesale customers is recognised at the point of dispatch.

Revenue generated from the sale of bridalwear to retail customers is recognised on final acceptance and collection by the customer.

The director considers these events to represent the points at which the risks and rewards of ownership pass to the customer.

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.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is provided at the following annual rates in order to write off the cost of each asset less their residual value over their estimated useful lives:

Plant and machinery - 10% straight line

Fixtures and fittings - 10% straight line

Computer equipment - 10% straight line

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.

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 and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

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 operates and generates income.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currency translation:

Functional and presentation currency

The Company's functional and presentational currency is GBP, rounded to the nearest £1.

Transactions and balances

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.

Leasing agreements

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.

Pension costs and other post-retirement benefits

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.

Interest income

Interest income is recognised as it accrues, and is included within other income.

Financial instruments

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances that are receivable within one year and do not constitute a financing transaction, are recorded at the undiscounted amount expected to be received, net of impairment. Those that are receivable after more than one year or that constitute a financing transaction are recorded initially at fair value less transaction costs and subsequently at amortised cost, net of impairment.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies which are classified as payable within one year are measured at the transaction price. Other financial liabilities, including bank loans, classified as payable in more than one year are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 14 (2023 - 16 ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Computer

machinery

fittings

equipment

Totals

£

£

£

£

COST

At 1 January 2024

and 31 December 2024

21,515

1,770,132

9,728

1,801,375

DEPRECIATION

At 1 January 2024

18,089

285,449

9,728

313,266

Charge for year

1,357

175,880

-

177,237

At 31 December 2024

19,446

461,329

9,728

490,503

NET BOOK VALUE

At 31 December 2024

2,069

1,308,803

-

1,310,872

At 31 December 2023

3,426

1,484,683

-

1,488,109

5.

STOCKS

The carrying value of stocks are stated net of impairment losses totalling £290,529 (2023 - £235,059). Impairment losses were reversed in the year totalling £55,470 (2023 - £169,762 ) were recognised in profit and loss.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

552,761

1,017,897

Amounts owed by group undertakings

10,915,981

9,867,867

Other debtors

3,313

3,313

Prepayments and accrued income

482,404

1,473,018

11,954,459

12,362,095

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

128,955

355,295

Amounts owed to group undertakings

808,188

966,711

Social security and other taxes

11,626

13,466

VAT

48,889

117,805

Other creditors

776,776

904,027

Accruals and deferred income

1,272,003

1,470,000

3,046,437

3,827,304

8.	PROVISIONS FOR LIABILITIES

Deferred taxation

£

At beginning of the year

-

charged to profit or loss

(123,175)

At the year end

(123,175)

The provision of deferred taxation is made up as follows:

£

Accelerated capital allowance

(185,770)

Tax losses carried forward

62,595

(123,175)

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

The Report of the Auditors was unqualified.

Alexander Morris (Senior Statutory Auditor)

for and on behalf of Nyman Libson Paul LLP

10.	PENSION COMMITMENTS

At the reporting date, there was an amount of £1,553 (2023: £1,859) outstanding in respect of pension contributions payable by the company. This amount is included in creditors.

Contributions payable by the company during the year were £8,907 (2023: £12,339).

11.	OTHER FINANCIAL COMMITMENTS

At 31 December 2024 the company had annual commitments under non-cancellable operating leases expiring as follows:

2024

2023

£

£

Due within one year

636,986

611,986

Later than one year but not later than 5 years

1,700,000

2,336,987

Later than 5 years

-

-

2,336,986

2,948,973

12.	RELATED PARTY DISCLOSURES

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

13.	ULTIMATE PARENT COMPANY

The immediate parent company is San Patrick, S.L.U., a company registered in Spain. San Patrick, S.L.U. is the parent company of the smallest group for which consolidated financial statements are prepared and copies can be obtained from its registered office: Ind Manso Mateu s/n, 08820 El Prat de Llobregat, Barcelona, Spain.

The ultimate parent company and controlling party is Mermaid Topco Limited, a company registered in UK. Mermaid Topco Limited is the parent company of the largest group for which consolidated financial statements are prepared and copies can be obtained from its registered office: C/O TMF Group, 13th Floor, One Angel Court, London, United Kingdom, EC2R 7HJ.