Registration number:
Vogacloset Limited
for the Year Ended 31 March 2025
Vogacloset Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Statement of Comprehensive Income |
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Balance Sheet |
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Statement of Changes in Equity |
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Statement of Cash Flows |
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Notes to the Financial Statements |
Vogacloset Limited
Company Information
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Directors |
N Kassem Mrs H I I Hamarneh F Zaghloul |
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Company secretary |
Mrs H I I Hamarneh |
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Registered office |
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Holding Company |
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Bankers |
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Auditors |
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Vogacloset Limited
Strategic Report for the Year Ended 31 March 2025
The directors present their strategic report for the year ended 31 March 2025.
Principal activity
The principal activity of the company is a UK- based online fashion platform, utilising the latest e-commerce technology and best in class processes, to sell to customers in the Middle East and North Africa (MENA)
region. The company, through its own name website offers the latest women, men and kids trends and beauty products for the young outgoing generation, in its target markets. The company product range comprises more
than 200,000 unique products at any point in time.New products are added daily to the vogacloset.com website.
The great majority of the goods sold on vogacloset.com are sourced and supplied from UK and Europe. The website offers the online MENA shoppers a convenient, enjoyable and efficient shopping experience, from
browsing, to order, to delivery, with the same convenience and return policy that is enjoyed by shoppers in Western countries. The company offers a diverse choice of localised payment and delivery options to suit the
markets where it sells its products.
Review of business
The results for the period and financial position of the company are as shown in the annexed financial statement.
The company has grown its sales rapidly over the years, and vogacloset.com has continued to grow into a well-established and recognisable brand amongst online shoppers in the Middle East. The focus on cost optimisation and innovation in operations helped Vogacloset maintain profitability.
Its customer base in the various target countries has expanded with the number of new visitors to the website steadily growing and more new customers acquired.
The company continued to maintain a strong focus on acquiring new customers and retaining existing customers to significantly expand its market share across the Middle East and North Africa region.
During the year, the company established a newly formed subsidiary, Vogacloset Limited.
Vogacloset Limited
Strategic Report for the Year Ended 31 March 2025
Synopsis Of Results:
Turnover £85,725,783
Cost of sales (£65,999,014)
Gross Profit £19,726,769
Administrative expenses (£17,898,788)
Depreciation and amortisation (£1,188,244)
Foreign currency gains & losses (£8,340)
Interest receivable £809
Net Profit 632,206
Despite the challenging economic climate globally, Vogacloset managed to turn profitable for the year in question. This was mainly driven by:
Improved logistics capabilities: where the company managed to optimise its fulfilment and delivery costs and managed to roll back many of the extra costs imposed by the logistics companies due to Covid19 restrictions and disruptions.
Effective discount control measures: where the amount and frequency of discounts offered to clients were tightly managed. Additionally, Vogacloset worked closely with its suppliers to coordinate the discount campaigns to better benefit from the suppliers discounts.
Improved buying power: due to the Vogacloset increased volume of sales, and its growing ability to reach and convert customers, the platform gained in attractiveness to the suppliers in Europe and elsewhere. This translated into better discount rates offered by many of the suppliers to Vogacloset for the sale of their products. This, in turn, allowed Vogacloset to be able to offer its customers more attractive deals, thus generating additional sales.
Improved marketing efficiency: the company continued to focus its efforts on better data analysis and became more adept at utilising better data analysis tools to identify, with finer granularity, the effectiveness of each of its marketing channels. This led to significant optimisation of the marketing spend and delivered higher return on marketing investment.
Vogacloset Limited
Strategic Report for the Year Ended 31 March 2025
The company's key financial and other performance indicators during the year were as follows:
|
Financial KPIs |
Unit |
2025 |
2024 |
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Gross profit to turnover |
% |
23.01 |
22.51 |
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Profit/(loss) before tax to turnover |
% |
.73 |
1.60 |
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Current assets to current liabilities |
times |
1.18 |
1.13 |
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Receivable turnover ratio |
days |
7.00 |
21.00 |
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Stock to cost of sales |
% |
.58 |
.25 |
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Net cash balances |
£m |
16.00 |
19.00 |
Suppliers confidence
The company maintains a long-standing good relationship with all its suppliers.It works closely with them to coordinate campaigns and offers.
Customer Satisfaction
The company employs a strong customer service team to ensure that all customer complaints are taken seriously and resolved in an efficient and timely manner to the satisfaction of the customer. The directors endeavour to always maintain a culture of focus on customer satisfaction amongst the Vogacloset employees. The over-arching objective is to keep all customers satisfied.
Gender diversity of the workforce
Vogacloset is a female founded company and is extremely supportive of gender diversity. More than 75% of the company's workforce are female.
Employee relationship
The company operates non-discriminatory policies in the employment and welfare of its staff. Health and safety policies are strictly adhered to. The employee/manager relationship and complaint procedures are regularly reviewed by management. The company also maintains an open, healthy and productive relationship with its employees.
Company policy on payment of creditors
The company current policy concerning the payment to trade creditors is always reasonable and director always have a good relation with them.On average the company obtains 2 to 3 weeks of credit.
Vogacloset Limited
Strategic Report for the Year Ended 31 March 2025
Principal risks and uncertainties
The principal risks and uncertainties are:
Management risks
The management of the company is tightly controlled by its three directors who have divided various activites amongst themselves and conduct these with the assistance of unit managers on a day-to-day basis. Strategic matters and future development decisions are discussed and approved by the board of directors and carried out by the management team.
Credit risks
The credit risk is minimum because the majority of payments are collected on or before delivery. The majority of the undelivered, unpaid for items are returned to suppliers for full refund.
Currency risk
The Company has a significant exposure to foreign currency movements. Regular reviews are undertaken to mitigate against any potential currency volatility, and an appropriate level of hedging instruments are in place to mitigate the effect of currency swings.
Regulatory
The Company 's activities are subject to certain regulations around health and safety. The Company has detailed policies and training plans in place for employees to ensure compliance with regulations.
Financial risks
See Financial Instruments note in the Directors Report.
Cyber Security Risks
The Company 's priority is the security of its technology platform and data. It continuously updates and adapts its defences against potential cyber security threats. Vogacloset has in place very robust processes, technology and protections to counter the evolving cyber-security risks and to mitigate their impact if they materialise.
Vogacloset Limited
Strategic Report for the Year Ended 31 March 2025
Section 172(1) statement
The directors of Vogacloset Limited consider, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in S172 (1)(a-f) of the Act) in the decision taken during the period ended 31 March 2025.
- Our plan was designed to have a long-term beneficial impact on the company and to contribute to its success in delivering a better quality, more reliable product to its customer.
- Our employees are fundamental to the delivery of our plan. We aim to be a responsible employer in our approach to the pay and benefits our employees receive. The health, safety and well-being of our employees is one of our primary considerations.
- Our plan took into account the impact of the company’s operations on the community and environment and our wider societal responsibilities, and in particular how we impact the region. Several of the proposed performance measures will deliver environment improvements.
- As the directors, our intention is to behave responsibly and ensure that management operates the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business. The intention is to nurture our reputation that reflects our responsible behaviour.
- As the directors, our intention is to behave responsibly toward our shareholders and treat them fairly and equally, so they too may benefit from the success of the business.
Approved and authorised by the
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Vogacloset Limited
Directors' Report for the Year Ended 31 March 2025
The directors present their report and the financial statements for the year ended 31 March 2025.
Directors of the company
The directors who held office during the year were as follows:
Financial Instruments
The company's principal financial instruments comprise bank balances, trade debtors and trade creditors.
The main purpose of these instruments is to provide finance for its day to day operations.
The trade creditors liquidity risks are managed by ensuring sufficient funds are available to meet the amounts due.The trade debtors liquidity risks are managed by ensuring the prompt collection of outstanding receivables.
Future developments
The company expects to maintain its highly successful relationship with its suppliers and the loyalty of its customers and hopes to continue its hitherto escalating growth pattern. The company continues to always expand its suppliers' base, and to explore selling in new markets.
Dividends
All profits and cash generated by the business are re-invested in the business to accelerate its growth. Hence, no dividends will be distributed for the period ended 31 March 2025.
Related party transactions
The director did not have any other material interests at any time during the year in any contracts of significance in relation to the business of the company except as stated in Note 22 to the financial statements.
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.
Fixed assets
The changes in fixed assets are given in notes 11,12 & 13 to the financial statements.
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Reappointment of auditors
In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Mehta & Tengra as auditors of the company is to be proposed at the forthcoming Annual General Meeting.
Vogacloset Limited
Directors' Report for the Year Ended 31 March 2025
Approved and authorised by the
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Vogacloset Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report 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:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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.
Vogacloset Limited
Independent Auditor's Report to the Members of Vogacloset Limited
In our opinion the financial statements:
• | give a true and fair view of the state of the company's affairs as at 31 March 2025 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 auditor 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 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 company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Vogacloset Limited
Independent Auditor's Report to the Members of Vogacloset Limited
Matters on which we are required to report by exception
In the light of our 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 and the Directors' Report.
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 9], 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 is 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.
Auditor 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 an auditor’s report 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:
Vogacloset Limited
Independent Auditor's Report to the Members of Vogacloset Limited
In identifying and assessing risks of material misstatements in respect of irregularities, including fraud and
non-compliance and regulations, we considered the following:
- the nature of the industry and sector, control environment and business performance including the design of company's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets.
- results of our enquiries of management about their own identification and assessment of the risks and
irregularities;
- any matters we identified having obtained and reviewed the company's documentation of their policies and
procedures relating to:
- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances
of non-compliance;
- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or
alleged fraud;
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
As a result of these procedures, we considered the opportunities and incentives that may exist within the
organisation for fraud and identified that greatest potential for fraud is revenue recognition. In common with all
audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of
management override.
We also obtained an understanding of the legal and regulatory framework that the company operates in,
focusing on provisions of those laws and regulations that had a direct effect on the determination of material
amounts and disclosures in the financial statements. The key laws and regulations we considered in this context
include the UK Companies Act, pension legislation and tax legislation.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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 an auditor’s report 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.
Vogacloset Limited
Independent Auditor's Report to the Members of Vogacloset Limited
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For and on behalf of
9 Berners Place
London
W1T 3AD
Vogacloset Limited
Profit and Loss Account for the Year Ended 31 March 2025
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Note |
2025 |
2024 |
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Turnover |
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|
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Cost of sales |
( |
( |
|
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Gross profit |
|
|
|
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Administrative expenses |
( |
( |
|
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Operating profit |
639,737 |
1,248,528 |
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Other interest receivable and similar income |
|
|
|
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Interest payable and similar expenses |
( |
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|
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(7,531) |
236,805 |
||
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Profit before tax |
|
|
|
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Tax on profit |
( |
( |
|
|
Profit for the financial year |
|
|
The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.
Vogacloset Limited
Statement of Comprehensive Income for the Year Ended 31 March 2025
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2025 |
2024 |
|
|
Profit for the year |
|
|
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Total comprehensive income for the year |
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Vogacloset Limited
(Registration number: 08068948)
Balance Sheet as at 31 March 2025
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Note |
2025 |
2024 |
|
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Fixed assets |
|||
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Intangible assets |
|
|
|
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Tangible assets |
|
|
|
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Investments |
|
- |
|
|
|
|
||
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Current assets |
|||
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Stocks |
|
|
|
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Debtors |
|
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Cash at bank and in hand |
|
|
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||
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
|
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Total assets less current liabilities |
|
|
|
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Provisions for liabilities |
( |
( |
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Net assets |
|
|
|
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Capital and reserves |
|||
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Called up share capital |
153,931 |
153,931 |
|
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Share premium reserve |
10,577,615 |
10,577,615 |
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Retained earnings |
(3,179,225) |
(3,778,363) |
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Shareholders' funds |
7,552,321 |
6,953,183 |
Approved and authorised by the
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Vogacloset Limited
Statement of Changes in Equity for the Year Ended 31 March 2025
|
Share capital |
Share premium |
Retained earnings |
Total |
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|
At 1 April 2024 |
|
|
( |
|
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Profit for the year |
- |
- |
|
|
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At 31 March 2025 |
|
|
( |
|
|
Share capital |
Share premium |
Retained earnings |
Total |
|
|
At 1 April 2023 |
|
|
( |
|
|
Profit for the year |
- |
- |
|
|
|
At 31 March 2024 |
153,931 |
10,577,615 |
(3,778,363) |
6,953,183 |
Vogacloset Limited
Statement of Cash Flows for the Year Ended 31 March 2025
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Note |
2025 |
2024 |
|
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Cash flows from operating activities |
|||
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Profit for the year |
|
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Finance income |
( |
( |
|
|
Corporation tax |
|
|
|
|
|
|
||
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Working capital adjustments |
|||
|
(Increase)/decrease in stocks |
( |
|
|
|
Decrease/(increase) in trade debtors |
|
( |
|
|
(Decrease)/increase in trade creditors |
( |
|
|
|
Net cash flow from operating activities |
( |
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisition of subsidiaries |
( |
- |
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Acquisition of intangible assets |
( |
( |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 1 April |
|
|
|
|
Cash and cash equivalents at 31 March |
16,354,155 |
19,245,615 |
|
Vogacloset Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
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General information |
The company is a private company limited by share capital, incorporated in United Kingdom.Vogacloset limited registered a foreign non-operating company in Jordan with the ministry of trade and industry under registration number (2888) on December 28, 2017 as a representative for the head office.The results of the representative are also include in the financial statements.Vogacloset limited (Jordan) is audited by KPMG (Amman - Jordan).
The address of its registered office is:
United Kingdom
The principal place of business is:
Vogacloset Limited
Unit 2 Flostream
Blackthorne Crescent
Poyle
SL3 0DA
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
The company has taken advantage of the exemption provided by Section 405 of the Companies Act 2006 not to prepare group accounts, which states that a subsidiary undertaking may be excluded from consolidation if its inclusion is not material for the purpose of giving a true and fair view.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Vogacloset Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Revenue is recognised upon delivery of goods and collection of cash from customers for 'Cash on Delivery' orders.
Revenue is recognised upon order placement and receipt of full prepayment from customers for Prepaid' orders.
Returns received for invoices raised during the year are accounted for by reducing sales for the accounting period.Items need to be returned within 30 days, and the return process may take up to three weeks.
When store credits are issued for returns, the store credit is recognised as a liability and sales reduced.When the store credit is utilised, the liability is reduced and sales recognised.
Loyalty points issued are reflected as a cost in the profit and loss account and a liability in the balance sheet. When redeemed, the loyalty bonus is recognised as sales and the liability is reduced.If not redeemed within its shelf life, the expired points are written back by reducing the cost.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Website development cost |
12.5% on cost |
|
Computer equipment |
33.33% on cost |
|
Sub domian website development |
12.5% on cost |
Vogacloset Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Intangible assets
Intangible assets are initially measured at cost.After initial recognition,intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Trade Mark is amortised at 12.5% based on a life of 8 years
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.
Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.Stock represents fashion clothes and accessories returned by customers which are unable to be returned to the suppliers,but available for sale to customers.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Vogacloset Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Provisions
Provisions are recognised when the company has a present legal or constructive obligation arising as a
result of a past event, it is probable that an outflow of economic benefits will be required to settle the
obligations and a reliable estimate can be made
Hire purchase and leasing commitments
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
|
Turnover |
The analysis of the company's turnover for the year from continuing operations is as follows:
|
2025 |
2024 |
|
|
Sale of goods |
|
|
|
Returns |
( |
( |
|
|
|
|
Operating profit |
Arrived at after charging/(crediting)
|
2025 |
2024 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Other interest receivable and similar income |
|
2025 |
2024 |
|
|
Other finance income |
|
|
Vogacloset Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Foreign exchange gains/(losses) |
|
( |
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Other employee expense |
|
|
|
|
|
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Administration and support |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2025 |
2024 |
|
|
Remuneration |
- |
|
|
Auditors' remuneration |
|
2025 |
2024 |
|
|
Audit of the financial statements |
|
|
|
Other fees to auditors |
||
|
All other non-audit services |
|
|
Vogacloset Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Taxation |
Tax charged/(credited) in the profit and loss account
|
2025 |
2024 |
|
|
Deferred taxation |
||
|
Accelerated capital allowances |
|
|
|
Intangible assets |
|
Trade Mark |
Total |
|
|
Cost or valuation |
||
|
At 1 April 2024 |
|
|
|
Additions acquired separately |
|
|
|
At 31 March 2025 |
|
|
|
Amortisation |
||
|
At 1 April 2024 |
|
|
|
Amortisation charge |
|
|
|
At 31 March 2025 |
|
|
|
Carrying amount |
||
|
At 31 March 2025 |
|
|
|
At 31 March 2024 |
|
|
Vogacloset Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Tangible assets |
|
Sub-domain Website Development Cost |
Website Development Cost |
Computer and Office Equipment |
Total |
|
|
Cost or valuation |
||||
|
At 1 April 2024 |
|
|
|
|
|
Additions |
- |
|
|
|
|
At 31 March 2025 |
|
|
|
|
|
Depreciation |
||||
|
At 1 April 2024 |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
At 31 March 2025 |
|
|
|
|
|
Carrying amount |
||||
|
At 31 March 2025 |
|
|
|
|
|
At 31 March 2024 |
|
|
|
|
|
Investments |
|
2025 |
2024 |
|
|
Investments in subsidiaries |
|
- |
|
Subsidiaries |
£ |
|
Fair value |
|
|
Additions |
|
|
At 31 March 2025 |
|
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2025 |
2024 |
|||
|
Subsidiary undertakings |
||||
|
|
Saudi Arabia |
|
|
|
Vogacloset Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Vogacloset Limited (KSA) was formed on 20 January 2025.
The principal activity of Vogacloset Limited (KSA) is the buying and selling of fashion items over the internet within KSA.
|
Stocks |
|
2025 |
2024 |
|
|
Fashion clothes and accessories |
|
|
|
Debtors |
|
Current |
2025 |
2024 |
|
Trade debtors |
|
|
|
Prepayments and costs relating to accrued returns |
|
|
|
VAT |
1,894,814 |
1,801,463 |
|
Other debtors |
149,002 |
166,690 |
|
Amount due from related companies |
299,709 |
110,587 |
|
|
|
|
Cash and cash equivalents |
|
2025 |
2024 |
|
|
Cash on hand |
|
- |
|
Cash at bank |
|
|
|
Short-term deposits |
|
- |
|
|
|
|
Creditors |
|
2025 |
2024 |
|
|
Due within one year |
||
|
Trade creditors |
|
|
|
Social security and other taxes |
|
|
|
Other creditors |
207,399 |
288,006 |
|
Accruals |
772,397 |
962,538 |
|
Accruals - Returns |
1,877,844 |
1,906,630 |
|
Store credits and loyalty points liabilities |
1,580,353 |
1,173,829 |
|
|
|
Vogacloset Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
|
Provisions for liabilities |
|
Deferred tax |
Total |
|
|
At 1 April 2024 |
|
|
|
Additional provisions |
|
|
|
At 31 March 2025 |
|
|
|
|
||
|
Pension and other schemes |
The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £18,723 (2024 - £19,820).
The amounts outstanding at the balance sheet date was £1,440 (2024 - £1,396).
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
153,931 |
|
153,931 |
|
Secured debts |
Security:
Charge over credit balance dated 13/01/2021.
Other Facilities:
Bonds,Guarantees,Indemnities & Standby LC's facility of GBP89,000.
Company Barclays card facility of GBP20,000.
|
Related party transactions |
Summary of transactions with all entities with common control or significant interest
Summary of transactions with subsidiaries
'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.
Vogacloset Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Loans to related parties
|
2025 |
Entities with common control or significant influence |
Total |
|
At start of period |
|
|
|
Advanced |
|
|
|
At end of period |
|
|
|
|
||
|
2024 |
Entities with common control or significant influence |
Total |
|
At start of period |
|
|
|
Repaid |
( |
( |
|
Expenses recognised as bad debt |
( |
( |
|
At end of period |
|
|
|
|
||
|
Parent company |
Voga Holding Ltd, Registered with the Chamber of Commerce Abu Dhabi Global Market (UAE) under No. 000006285 dated (28 October 2021), is the immediate parent company.
FAS Lab Limited (incorporated in the KSA) holds 51% of the issued share capital of Voga Holding Ltd and is regarded by the directors as being the parent company.
|
Ultimate controlling party |
There is no ultimate controlling party.