REGISTERED NUMBER: 12188494 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2024

for

Veja UK Ltd

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

S Kopp

F G Morillion

SECRETARY:

Pramex International Ltd

REGISTERED OFFICE:

8th Floor South

11 Old Jewry

London

EC2R 8DU

REGISTERED NUMBER:

12188494 (England and Wales)

AUDITORS:

Baker Tilly Ireland Audit Limited

Chartered Certified Accountants and

Statutory Auditor

9 Exchange Place

International Financial Services Centre

Dublin

Ireland

D01 X8H2

BANKERS:

HSBC UK Bank Plc,

8 Canada Square,

London, E14 5HQ,

United Kingdom

The directors present their strategic report for the year ended 31 December 2024.

ON BEHALF OF THE BOARD:

F G Morillion - Director

8 October 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of of retail, wholesale & e-commerce sales of footwear.

DIVIDENDS

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

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

S Kopp

F G Morillion

Other changes in directors holding office are as follows:

Mme L Browne - resigned 11 May 2024

POLITICAL DONATIONS AND EXPENDITURE

The company did not make any disclosable political donations in the current financial year.

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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

Pursuant to Section 485 of the Companies Act 2006, Baker Tilly Ireland Audit Limited have been appointed and are therefore in office as auditors.

The auditors, Baker Tilly Ireland Audit Limited, have indicated their willingness to continue in office and a resolution concerning their appointment will be proposed at the Annual General Meeting.

ON BEHALF OF THE BOARD:

F G Morillion - Director

8 October 2025

Opinion

We have audited the financial statements of Veja UK Ltd (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 31 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 unqualified 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 director's remuneration specified by law are not made; or

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

- the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report.

Respective responsibilities

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:

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of a material misstatement due to fraud or error.

- Enquiring of management concerning actual and potential claims or instances of fraud or theft;

- Reviewing correspondence with HMRC, and the company's legal advisors

- In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments, 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.

All engagement team members were informed of the relevant laws and regulations and potential fraud risks at the planning stage and reminded to maintain their professional scepticism in order to identify any indications of fraud or non-compliance with laws and regulations throughout the audit. The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify such items.

There are inherent limitations in our audit procedures described above. The more remote 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 management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud are 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.

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.

Aidan Scollard (Senior Statutory Auditor)

for and on behalf of Baker Tilly Ireland Audit Limited

Chartered Certified Accountants and

Statutory Auditor

9 Exchange Place

International Financial Services Centre

Dublin

Ireland

D01 X8H2

10 October 2025

TURNOVER

19,073,220

21,824,263

Cost of sales

(14,472,740

)

(20,253,406

)

GROSS PROFIT

4,600,480

1,570,857

Administrative expenses

(2,911,836

)

(171,195

)

OPERATING PROFIT

5

1,688,644

1,399,662

Interest payable and similar expenses

6

(26,784

)

-

PROFIT BEFORE TAXATION

1,661,860

1,399,662

Tax on profit

7

(423,220

)

(309,740

)

PROFIT FOR THE FINANCIAL YEAR

1,238,640

1,089,922

PROFIT FOR THE YEAR

1,238,640

1,089,922

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,238,640

1,089,922

FIXED ASSETS

Tangible assets

9

862,272

82,772

CURRENT ASSETS

Stocks

10

3,007,937

4,976,242

Debtors

11

2,200,012

2,463,549

Cash at bank

8,827,839

9,980,343

14,035,788

17,420,134

CREDITORS

Amounts falling due within one year

12

7,374,677

11,218,163

NET CURRENT ASSETS

6,661,111

6,201,971

TOTAL ASSETS LESS CURRENT LIABILITIES

7,523,383

6,284,743

CAPITAL AND RESERVES

Called up share capital

14

1,000

1,000

Retained earnings

15

7,522,383

6,283,743

SHAREHOLDERS' FUNDS

7,523,383

6,284,743

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

F G Morillion - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1,000

5,193,821

5,194,821

Changes in equity

Total comprehensive income

-

1,089,922

1,089,922

Balance at 31 December 2023

1,000

6,283,743

6,284,743

Changes in equity

Total comprehensive income

-

1,238,640

1,238,640

Balance at 31 December 2024

1,000

7,522,383

7,523,383

1.	STATUTORY INFORMATION

Veja UK Ltd 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.

The functional currency and the presentation currency of the financial statements is the Pound Sterling (£).

The principal activity of the company in the year under review was that of retail, wholesale & e-commerce sales of footwear.

2.	CRITICAL ACCOUNTING JUDGEMENTS & 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 recognized 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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

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.

These accounts are individual financial statements and do not form part of a group accounts.

All amounts are rounded to the nearest £.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

1. Recognition and Measurement

Fixed assets are recognized when it is probable that future economic benefits will flow to the company and the cost can be measured reliably. Assets are initially recorded at cost, which includes purchase price, delivery charges, installation costs, and any other directly attributable expenses necessary to bring the asset to working condition.

2. Classification

In the retail industry, fixed assets typically include:

- Renovation store

- Leasehold Improvements

- Office Equipment

- IT Hardware (e.g., servers, computers)

3. Depreciation

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets:

Asset Type

Useful Life

Leasehold Improvements shops

5 years

Renovation store

10 years

Office Equipment material

5 years

IT Hardware

3 years

4. Subsequent Expenditures

Expenditures that enhance performance or extend the useful life of assets are capitalized. Routine maintenance and minor repairs are expended as incurred.

5. Impairment

Assets are reviewed for impairment indicators at each reporting date. If an asset’s carrying amount exceeds its recoverable amount, an impairment loss is recognized.

6. Store Closures and Asset Disposal

When a retail store is closed, the related assets are assessed for impairment or disposal. Gains or losses on disposal are recognized in the income statement.

Stocks

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

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 first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting 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.

Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its 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.

Basic financial assets

Basic financial assets, which include debtors, loans from fellow group companies, cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of 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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, accruals and loans from fellow group companies 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. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Basic financial liabilities - continued

Trade creditors are obligations to pay for goods that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Taxation

Taxation 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.

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 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.

The non-monetary items are measured at historical cost and translated at the exchange rate on the date of transaction.

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.

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.

Treatment of share capital

The share capital is being treated as equity.

4.	EMPLOYEES AND DIRECTORS

The average number of employees, including directors, during the year was 11 (2023 - 3)

31.12.24

31.12.23

£

£

Directors' remuneration

-

-

The director of the company was not in receipt of payment in respect of the holding of the office of director, (2023: £Nil).

5.	OPERATING PROFIT

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

31.12.24

31.12.23

£

£

Other operating leases

310,911

14,232

Depreciation - owned assets

103,350

-

Auditors' remuneration

33,916

24,121

Foreign exchange differences

53,703

(174,452

)

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.24

31.12.23

£

£

Loan

26,784

-

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

31.12.24

31.12.23

£

£

Current tax:

UK corporation tax

423,220

309,740

Tax on profit

423,220

309,740

8.	CAPITAL COMMITMENTS

The company had no material capital commitments at the financial year ended 31 December 2024

9.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

to

Plant and

and

property

machinery

fittings

Totals

£

£

£

£

COST

At 1 January 2024

-

-

82,769

82,769

Additions

826,783

21,245

51,949

899,977

Disposals

-

-

(17,124

)

(17,124

)

Reclassification/transfer

60,393

1,970

(62,363

)

-

At 31 December 2024

887,176

23,215

55,231

965,622

DEPRECIATION

Charge for year

91,628

2,322

9,400

103,350

At 31 December 2024

91,628

2,322

9,400

103,350

NET BOOK VALUE

At 31 December 2024

795,548

20,893

45,831

862,272

At 31 December 2023

-

-

82,769

82,769

10.

STOCKS

31.12.24

31.12.23

£

£

Stocks

3,007,937

4,976,242

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

1,715,072

1,080,800

Other debtors

267,546

257,225

VAT

155,047

1,064,559

Accrued income and prepayments

62,347

60,965

2,200,012

2,463,549

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

1,958,019

2,632,838

Amounts owed to group undertakings

4,838,359

7,784,972

Tax

424,607

309,740

Other creditors

23,786

-

Accruals

101,991

463,124

Accruals and deferred income

27,915

27,489

7,374,677

11,218,163

Trade creditors are payable at various dates over the coming months in accordance with the suppliers' usual and customary credit terms.

The term of the accruals are based on the underlying contracts.

Taxes are payable at various dates over the coming months in accordance with the applicable statutory provisions.

Amounts owed to Group Undertakings are unsecured, interest free and are repayable on demand.

13.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.24

31.12.23

£

£

Within one year

250,000

-

Between one and five years

1,005,000

-

In more than five years

828,750

-

2,083,750

-

14.	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

15.

RESERVES

Retained

earnings

£

At 1 January 2024

6,283,743

Profit for the year

1,238,640

At 31 December 2024

7,522,383

At 1 January 2022

69,232

Profit for the year

5,124,589

At 31 December 2022

5,193,821

16.	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.

17.	ULTIMATE CONTROLLING PARTY

The company's immediate and ultimate controlling parent company is Veja Fair Trade SARL, a company incorporated in France, whose registered address is 146 Rue du Faubourg Poissonnière, 75010 Paris, France.

18.	APPROVAL OF FINANCIAL STATEMENTS

The board of directors approved these financial statements for issue on _______________.