REGISTERED NUMBER: 03726927 (England and Wales)

Group Strategic Report,

Report of the Director and

Consolidated Financial Statements

for the Year Ended 31 December 2024

for

Mori Lee Europe Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

17

DIRECTOR:

N Serphos

SECRETARY:

K D Foster

REGISTERED OFFICE:

Unit 5 Northgate Terrace

Northgate Road

Newark

Nottinghamshire

NG24 2EU

REGISTERED NUMBER:

03726927 (England and Wales)

SENIOR STATUTORY AUDITOR:

Robert J Buckby, FCCA

AUDITORS:

D. K. Rumsby & Co Limited, Statutory Auditors

3 Colwick Quays

Colwick

Nottingham

Nottinghamshire

NG4 2JY

BANKERS:

HSBC Plc

Stonebow Branch

221 High Street

Lincoln

LN1 1TS

The director presents his strategic report of the company and the group for the year ended 31 December 2024.

These consolidated financial statements contain the companies Mori Lee Europe Limited and Mori Lee Espana SL, plus the other group companies (Ronald Joyce International Limited, Veni Infantino Limited, Mori Lee UK Limited) now merged into Mori Lee Europe Limited.

REVIEW OF BUSINESS

The activity of the business continued to be that of marketing and wholesale distribution of bridal and occasion wear garments.

The director closely monitors the following Key Performance Indicators:

Gross profit for the year of £6.5m (2023 - £6.6m)

Gross profit margin for the year was 39.6% (2023 - 41.4%)

Shareholders' funds at the balance sheet date have decreased to £4.3m from £5.5m

PRINCIPAL RISKS AND UNCERTAINTIES

The business operates in several major European markets, whilst the recovery and settling down of markets after the COVID-19 Pandemic now appears to be over, the continued cost of living crisis threatens to negatively affect demand.

Key risks for the business are;

Changing customer demands, caused by fast-fashion culture and price sensitivity.

Currency fluctuations, minimalised by forward buying currencies to manage the risk level.

Regulatory changes, inside and outside the UK, impacting the global business.

ON BEHALF OF THE BOARD:

N Serphos - Director

30 September 2025

The director presents his report with the financial statements of the company and the group for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

FUTURE DEVELOPMENTS

The continued development and expansion into European markets, whilst improving processes from production to customer service.

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 whom held office during the period from 1 January 2024 to the balance sheet date is as follows:

T Eagle - resigned 10 October 2024

N Serphos - appointed 10 October 2024

DIRECTOR'S RESPONSIBILITIES STATEMENT

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, D. K. Rumsby & Co Limited, Statutory Auditors, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

N Serphos - Director

30 September 2025

Opinion

We have audited the financial statements of Mori Lee Europe Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 31 December 2024 and of the group's loss 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 group 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 director's 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 and 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Director 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 Report of the Director.

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 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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Director's Responsibilities Statement set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has 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.

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:

Our assessment focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group including but not limited to the Companies Act 2006, taxation legislation, and United Kingdom Generally Accepted Accounting Practice;

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, included but was not limited to the following:

-

obtaining an understanding of the laws and regulations applicable to the group through discussions with management, and from our commercial knowledge and experience of the bridalwear manufacturing and supply sector;

-

assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

-

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

-

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;

-

performing analytical procedures to identify any unusual or unexpected relationships;

-

testing journal entries to identify unusual transactions;

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may

involve deliberate concealment or 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.

Other matters which we

required to address

The subsidiary companies Ronald Joyce International Limited, Veni Infantino Limited and Mori Lee Ireland Limited were not audited as they had remained dormant during the period under review, were deemed immaterial to the group therefore they have not been consolidated and were dissolved on 2nd January 2025. This has been recorded by the directors as a post balance sheet event in the notes to the financial statements.

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.

Robert J Buckby, FCCA (Senior Statutory Auditor)

for and on behalf of D. K. Rumsby & Co Limited, Statutory Auditors

3 Colwick Quays

Colwick

Nottingham

Nottinghamshire

NG4 2JY

30 September 2025

TURNOVER

4

14

14

Cost of sales

(9

)

(9

)

GROSS PROFIT

5

5

Administrative expenses

(6

)

(5

)

OPERATING LOSS and

LOSS BEFORE TAXATION

(1

)

-

Tax on loss

6

-

-

LOSS FOR THE FINANCIAL YEAR

(1

)

-

OTHER COMPREHENSIVE INCOME

Foreign currency translation

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1

)

-

Loss attributable to:

Owners of the parent

(1

)

-

Total comprehensive income attributable to:

Owners of the parent

(1

)

-

CURRENT ASSETS

Stocks

8

1

1

Debtors

9

11

12

Cash at bank

-

1

12

14

CREDITORS

Amounts falling due within one year

10

(8

)

(9

)

NET CURRENT ASSETS

4

5

TOTAL ASSETS LESS CURRENT LIABILITIES

4

5

CAPITAL AND RESERVES

Called up share capital

11

-

-

Retained earnings

12

4

5

SHAREHOLDERS' FUNDS

4

5

The financial statements were approved by the director and authorised for issue on 30 September 2025 and were signed by:

N Serphos - Director

CURRENT ASSETS

Stocks

8

1

1

Debtors

9

12

12

13

13

CREDITORS

Amounts falling due within one year

10

(8

)

(8

)

NET CURRENT ASSETS

5

5

TOTAL ASSETS LESS CURRENT LIABILITIES

5

5

CAPITAL AND RESERVES

Called up share capital

11

-

-

Retained earnings

12

5

5

SHAREHOLDERS' FUNDS

5

5

Company's profit for the financial year

-

-

The financial statements were approved by the director and authorised for issue on 29 September 2025 and were signed by:

N Serphos - Director

Called up

share

Retained

Total

capital

earnings

equity

£m

£m

£m

Balance at 1 January 2023

-

5

5

Changes in equity

Balance at 31 December 2023

-

5

5

Changes in equity

Total comprehensive income

-

(1

)

(1

)

Balance at 31 December 2024

-

4

4

Called up

share

Retained

Total

capital

earnings

equity

£m

£m

£m

Balance at 1 January 2023

-

5

5

Changes in equity

Balance at 31 December 2023

-

5

5

Changes in equity

Balance at 31 December 2024

-

5

5

Cash flows from operating activities

Cash generated from operations

1

-

(1

)

Net cash from operating activities

-

(1

)

Cash flows from financing activities

Loan from group undertakings

-

2

Net cash from financing activities

-

2

Increase in cash and cash equivalents

-

1

Cash and cash equivalents at beginning of year

2

1

-

Cash and cash equivalents at end of year

2

-

1

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

£m

£m

Loss before taxation

(1

)

-

Decrease/(increase) in trade and other debtors

1

(3

)

Increase in trade and other creditors

-

2

Cash generated from operations

-

(1

)

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 31 December 2024

31.12.24

1.1.24

£m

£m

Cash and cash equivalents

-

1

Bank overdrafts

-

-

-

1

Year ended 31 December 2023

31.12.23

1.1.23

£m

£m

Cash and cash equivalents

1

-

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£m

£m

£m

Net cash

Cash at bank

1

(1

)

-

1

(1

)

-

Total

1

(1

)

-

**	CURRENT YEAR - MOVEMENT IN CASH AND CASH EQUIVALENTS

AS CALCULATED IN CONSOLIDATED CASH FLOW STATEMENT

DOES NOT AGREE TO MOVEMENT PER BALANCE SHEET

COMPARE MOVEMENT ON CONSOLIDATED CASH FLOW STATEMENT

=

0

TO

MOVEMENT PER BALANCE SHEET

CASH AND CASH EQUIVALENTS

=

(1

)

1.	STATUTORY INFORMATION

Mori Lee Europe 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 General Information page.

The presentation currency of the financial statements is the Euro (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102, "The Financial Reporting Standard Applicable in the UK and Republic of Ireland (FRS 102)" and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention.

Following the change in company structure within the Mori Lee International Group, merging into a single entity 'Mori Lee Europe Limited' the previous policy of matching functional/reporting currency with Turnover (EURO) is no longer applicable. The majority of transactions Sales & Costs now take place in Sterling, as such the functional/reporting currency is, in the opinion of the director Sterling (£).

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of Mori Lee Europe Limited ("the Company") and its subsidiary undertakings. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Turnover

Turnover represents the invoiced value of sales made to customers after deduction of discounts and value added tax. Turnover is recognised when the risks and rewards of the underlying products have been substantially transferred to the customer and when it can be reliably be measured. With the sale of goods, this occurs when the goods are despatched.

Stocks

Stocks are stated at the lower of cost and net realisable value. Cost is based on purchase cost on a first in, first out basis and includes other costs incurred in the normal course of business in bringing the stocks to their present location and condition. Net realisable value is the price at which stocks can be sold in the normal course of business after deducting costs of realisation.

Taxation

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

Taxation assets and liabilities are not discounted.

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

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 currencies

Assets and liabilities in foreign currencies are translated into euro at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into euro at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. Subsidiaries that present in euro have been translated to sterling at the spot rate at the year end date.

Debtors and creditors receivable or payable within one year

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Impairment

Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

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 consider 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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The directors do not consider there to be any estimates and assumptions which may have a significant risk of causing a material adjustment to the carrying amount of assets or liabilities.

4.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

31.12.24

31.12.23

£m

£m

United Kingdom

5

6

Rest of the World

12

10

17

16

**TURNOVER ENTERED ON CLIENT SCREEN - CURRENT YEAR

17

**DOES NOT AGREE TO TURNOVER PER TRIAL BALANCE

14

**TURNOVER ENTERED ON CLIENT SCREEN - LAST YEAR

16

**DOES NOT AGREE TO TURNOVER PER TRIAL BALANCE

14

5.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

£m

£m

Wages and salaries

1

1

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

31.12.24

31.12.23

Accounts

5

3

Customer services

6

7

Sales

7

4

Warehouse

8

5

Design

2

-

Admin

7

-

35

19

31.12.24

31.12.23

£

£

Directors' remuneration

-

-

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

Tax effects relating to effects of other comprehensive income

There were no tax effects for the year ended 31 December 2024.

31.12.23

Gross

Tax

Net

£m

£m

£m

Foreign currency translation

7.	INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.

8.

STOCKS

Group

Company

31.12.24

31.12.23

31.12.24

31.12.23

£m

£m

£m

£m

Finished goods

1

1

1

1

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

31.12.24

31.12.23

31.12.24

31.12.23

£m

£m

£m

£m

Trade debtors

10

11

5

5

Amounts owed by group undertakings

-

-

6

6

Prepayments and accrued income

1

1

1

1

11

12

12

12

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

31.12.24

31.12.23

31.12.24

31.12.23

£m

£m

£m

£m

Trade creditors

3

4

3

3

Amounts owed to group undertakings

2

2

2

2

VAT

1

1

1

1

Accruals and deferred income

2

2

2

2

8

9

8

8

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

1,000

Ordinary

£1

1,000

1,000