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Registered number: 04434550 FASHION BOX UK LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
FASHION BOX UK LIMITED Company Information
Directors | R. L. Moresco
| J. Teeuw
| E. Volpi
Registered number | 04434550
Registered office | 20-22 Stukeley Street
| London
| WC2B 5LR
Independent auditor | Sayers Butterworth LLP
| Chartered Accountants and Statutory Auditor
| 3rd Floor
| 12 Gough Square
| London
| EC4A 3DW
Bankers | HSBC Bank Plc
| 13 Chapel Street
| Stratford-Upon-Avon
| Warwickshire
| CV37 6ET
| NatWest
| 30A Harborne Road
| Edgbaston
| Birmingham
| B15 3AA
Solicitors | Fieldfisher LLP
| Riverbank House
| 2 Swan Lane
| London
| EC4 3TT
FASHION BOX UK LIMITED Registered number: 04434550 Balance sheet As at 31 December 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 5 |  | 61,766 |  | 88,184
|  |  | 61,766 |  | 88,184
Current assets |  |  |  |  |
Stocks | 6 | 1,682,364 |  | 1,990,804 |
Debtors | 7 | 2,521,825 |  | 5,713,262 |
Cash at bank and in hand |  | 565,880 |  | 576,321 |
|  | 4,770,069 |  | 8,280,387 |
Creditors: amounts falling due within one year | 8 | (17,955,230) |  | (20,553,592) |
Net current liabilities |  |  | (13,185,161) |  | (12,273,205)
Total assets less current liabilities |  |  | (13,123,395) |  | (12,185,021)
Creditors: amounts falling due after more than one year | 9 |  | (87,381) |  | (129,875)
Net liabilities |  |  | (13,210,776) |  | (12,314,896)
Capital and reserves |  |  |  |  |
Called up share capital | 10 |  | 950,000 |  | 950,000
Capital contribution |  |  | 6,300,000 |  | 6,300,000
Profit and loss account |  |  | (20,460,776) |  | (19,564,896)
|  |  | (13,210,776) |  | (12,314,896)
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FASHION BOX UK LIMITED Registered number: 04434550 Balance sheet (continued) As at 31 December 2025 The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 15 April 2026.
E. Volpi
Director
The notes on pages 3 to 11 form part of these financial statements. Page 2
FASHION BOX UK LIMITED Notes to the financial statements For the Year Ended 31 December 2025
1. | General information
Fashion Box UK Limited is a private limited company, incorporated in the United Kingdom and registered in England and Wales. The address of the registered office is 20-22 Stukeley Street, London, WC2B 5LR. The principal activity of the company was the distribution of key Fashion Box S.p.A. brands within the UK. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Going concern
After making enquiries and taking into consideration the profitability and financial position of the company, the directors have prepared the financial statements on a going concern basis. The directors consider that the business has access to sufficient funding from its bank combined with its ultimate parent company, Fashion Box S.p.A., to continue in operation. Fashion Box S.p.A. has provided a written commitment of financial support to provide sufficient funding to the company, to enable it to meet its liabilities as they fall due, for at least the next twelve months from the date of signing these financial statements.
| 2.3 | Turnover
Turnover is stated net of VAT and trade discounts. Turnover from the sale of goods is recognised when the goods are physically delivered to the customer.
| 2.4 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Plant & machinery | - | 25% |
|  |  |  | Showroom fixtures & fittings | - | 20% |
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FASHION BOX UK LIMITED Notes to the financial statements For the Year Ended 31 December 2025 2.Accounting policies (continued)
| 2.4 | Tangible fixed assets (continued)
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.5 | Stocks
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. Provision is made for obsolete, slow-moving or defective items where appropriate. At each balance sheet 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.
| 2.6 | Debtors
Short-term debtors are measured at transaction price, less any impairment.
| 2.7 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
| 2.8 | Creditors
Short-term creditors are measured at the transaction price.
| 2.9 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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. Page 4
FASHION BOX UK LIMITED Notes to the financial statements For the Year Ended 31 December 2025 2.Accounting policies (continued)
| 2.9 | Financial instruments (continued)
Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Page 5
FASHION BOX UK LIMITED Notes to the financial statements For the Year Ended 31 December 2025 2.Accounting policies (continued)
| 2.9 | Financial instruments (continued)
Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
| 2.10 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.11 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.12 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.13 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. Page 6
FASHION BOX UK LIMITED Notes to the financial statements For the Year Ended 31 December 2025 2.Accounting policies (continued)
| 2.13 | Foreign currency translation (continued)
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
| 2.14 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the Company's accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised 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. Critical judgements in applying the Company's accounting policies No critical judgements have been made in the current year. Page 7
FASHION BOX UK LIMITED Notes to the financial statements For the Year Ended 31 December 2025 3.Judgments in applying accounting policies (continued) Key sources of estimation uncertainty Bad debt provision The company reviews the ageing analysis of trade debtors on a regular basis. A considerable amount of judgement is required in assessing the recoverability of debtors, including credit worthiness and collection history of customers. Deterioration in the customer's financial conditions may affect the bad debt provision. Estimation of net realisable value of stock Stock is stated at the lower of cost and net realisable value (NRV) and judgement is required to assess the extent of stock provisions in order to reflect discounts and certain lines of stock that the company may be unable to sell in the future. The directors have used their experience in the industry as well as stock movements since the balance sheet date in order to make this judgement.
4. | Employees
| The average monthly number of employees, including directors, during the year was 21 (2024 - 26).
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FASHION BOX UK LIMITED Notes to the financial statements For the Year Ended 31 December 2025
5. | Tangible fixed assets
|  | Plant & machinery | Fixtures & fittings | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 January 2025 | 49,653 | 395,361 | 445,014
| Additions | 732 | - | 732
| Disposals | (13,721) | (74,356) | (88,077)
| At 31 December 2025 | 36,664 | 321,005 | 357,669
| Depreciation |  |  |
| At 1 January 2025 | 44,238 | 312,592 | 356,830
| Charge for the year | 2,795 | 22,469 | 25,264
| Disposals | (11,835) | (74,356) | (86,191)
| At 31 December 2025 | 35,198 | 260,705 | 295,903
| Net book value |  |  |
| At 31 December 2025 | 1,466 | 60,300 | 61,766
| At 31 December 2024 | 5,415 | 82,769 | 88,184
6. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Finished goods and goods for resale | 1,682,364 | 1,990,804
|  | 1,682,364 | 1,990,804
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FASHION BOX UK LIMITED Notes to the financial statements For the Year Ended 31 December 2025
7. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 1,636,776 | 2,400,090
| Amounts owed by group undertakings | 467,905 | 3,149,927
| Other debtors | 316,311 | 84,919
| Prepayments and accrued income | 100,833 | 78,326
|  | 2,521,825 | 5,713,262
8. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 110,943 | 171,263
| Amounts owed to group undertakings | 17,178,119 | 19,924,843
| Other taxation and social security | 194,246 | 107,484
| Other creditors | 30,904 | 77,152
| Accruals and deferred income | 441,018 | 272,850
|  | 17,955,230 | 20,553,592
9. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accruals and deferred income | 87,381 | 129,875
|  | 87,381 | 129,875
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FASHION BOX UK LIMITED Notes to the financial statements For the Year Ended 31 December 2025
10. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 950,000 (2024 - 950,000) Ordinary shares of £1.00 each | 950,000 | 950,000
| The Company's other reserves are as follows: The contribution reserve contains the capital contributed by the parent company. The profit and loss reserve represents cumulative profits or losses.
11. | Related party transactions
| The Company has taken advantage of the exemption as per FRS 102.33 "Related party disclosures" from disclosing related party transactions with entities owned wholly by the Group.
12. | Controlling party
The Company's immediate parent company is Fashion Box International SA. The directors regard Fashion Box S.p.A., a company incorporated in Italy, as the ultimate parent company and the ultimate controlling party. Fashion Box S.p.A. is the parent company of the largest and smallest group of which the company is a member and for which group financial statements are drawn up. Copies of the financial sstatements are available from its registered office at Fashion Box S.p.A., Via Marcoai 1, 31010 Casella d'Asolo Teviso, Italy.
13. | Auditor's information
The auditor's report on the financial statements for the year ended 31 December 2025 was unqualified. The audit report was signed on 8 May 2026 by Hannah Clegg (Senior statutory auditor) on behalf of Sayers Butterworth LLP.
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