Company registration number 13436575 (England and Wales)
VANILLA RETAIL GROUP LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
VANILLA RETAIL GROUP LTD
COMPANY INFORMATION
Directors
Mr S Chawla
Mrs R Chawla
Mr D Chawla
Mr A Chawla
Company number
13436575
Registered office
191 - 193 Commercial Road
Whitechapel
London
England
E1 2JY
Auditor
Xeinadin Audit Limited
249 Cranbrook Road
Ilford
Essex
IG1 4TG
Accountants
Xeinadin South East Limited
Create Business Hub
5 Rayleigh Road
Shenfield
Brentwood
Essex
England
CM13 1AB
VANILLA RETAIL GROUP LTD
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 23
VANILLA RETAIL GROUP LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2025
- 1 -

The directors present the strategic report for the year ended 30 June 2025.

Review of the business

The results for the period and financial position of the company are as shown in the annexed financial statements.

Turnover decreased by 1.62% during the year to £29,359,277 – (2024 – 29,843,160). However, the gross profit margin increased from the prior year from 61.56% to 53.81%, reflecting improved operational efficiency despite a challenging economic environment. The market in which the company operates remains highly competitive.

The directors continue to monitor potential risks and uncertainties closely and take appropriate steps to mitigate them in order to maintain the company’s competitive position.

Principal risks and uncertainties

There are a number of risks and uncertainties which could impact the performance of the company. The company operates robust risk management processes which identify risks and uncertainties and evaluates mitigation opportunities and solutions.

The management follow a continuous review of the performance of the company through monthly senior management meetings. Action plans are developed and reviewed on an ongoing basis. The key risks are principally the competitiveness of the UK market. Sales opportunities are continually evaluated to the current market and economic climate

Key performance indicators

The management team analyse various key performance indicators as part of their overall strategic review but have identified the following as being particularly important.

Sales performance versus main competitors, sales versus budget and prior year and quality statistics.

On behalf of the board

Mr S Chawla
Director
15 April 2026
VANILLA RETAIL GROUP LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
- 2 -

The directors present their annual report and financial statements for the year ended 30 June 2025.

Principal activities

The principal activity of the company continued to be that of clothing retail.

Results and dividends

The results for the year are set out on page 8.

No dividends will be distributed for the year ended 30 June 202 5.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr S Chawla
Mrs R Chawla
Mr D Chawla
Mr A Chawla
Financial instruments
Treasury Operations and financial instruments

The company operates a treasury function which is responsible for managing the liquidity, interest and foreign currency risks associated with the company’s activities.

The company’s principal financial instruments include derivative financial instruments, the purpose of which is to manage currency risks and interest rate risks arising from the company’s activities, and bank overdrafts, loans and corporate bonds, the main purpose of which is to raise finance for the company’s operations. In addition, the company has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from its operations. Derivative transactions which the company enters into principally comprise forward exchange contracts. In accordance with company’s treasury policy, derivative instruments are not entered into for speculative purposes.

Liquidity risk

The company manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business.

Interest rate risk

The company is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans. The company uses interest rate derivatives to manage the mix of fixed and variable rate debt so as to reduce its exposure to changes in interest rates.

Credit risk

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

VANILLA RETAIL GROUP LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 3 -
Price risk

The company is exposed to price risk as a result of its operations in a competitive market. The company monitors this using Key Performance indicators (KPIs) and acts accordingly.

Disabled persons

It is the policy of the company to give full and fair consideration to applications for employment from disabled persons, to continue wherever possible the employment of members of staff who may become disabled and to ensure that suitable training, career development and promotion are offered to such persons

Employee involvement

The company's policy is to consult and discuss with employees, through staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance

Auditor

The auditors, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of fair review of the business, principal risks and uncertainties, and key performance indicators.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr S Chawla
Director
15 April 2026
VANILLA RETAIL GROUP LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2025
- 4 -

The directors are responsible 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:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent; and

- 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.

VANILLA RETAIL GROUP LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF VANILLA RETAIL GROUP LTD
- 5 -
Opinion

We have audited the financial statements of Vanilla Retail Group Ltd (the 'company') for the year ended 30 June 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 30 June 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's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

VANILLA RETAIL GROUP LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF VANILLA RETAIL GROUP LTD (CONTINUED)
- 6 -
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 identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which 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 directors' r esponsibilities s tatement, 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's 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.

- Enquiry of management, those charged with governance and the entity’s solicitors (or in-house legal team) around actual and potential litigation and claims.

- Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations.

- Reviewing minutes of meetings of those charged with governance.

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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 member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

VANILLA RETAIL GROUP LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF VANILLA RETAIL GROUP LTD (CONTINUED)
- 7 -
Barry Leibovitch FCA (Senior Statutory Auditor)
For and on behalf of Xeinadin Audit Limited, Statutory Auditor
Chartered Accountants
249 Cranbrook Road
Ilford
Essex
IG1 4TG
15 April 2026
VANILLA RETAIL GROUP LTD
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
29,359,277
29,843,160
Cost of sales
(11,201,222)
(13,783,886)
Gross profit
18,158,055
16,059,274
Administrative expenses
(16,552,130)
(13,774,179)
Operating profit
4
1,605,925
2,285,095
Interest receivable and similar income
6
40,285
45,646
Interest payable and similar expenses
7
(24)
-
0
Profit before taxation
1,646,186
2,330,741
Tax on profit
8
(407,714)
(689,081)
Profit for the financial year
1,238,472
1,641,660

The profit and loss account has been prepared on the basis that all operations are continuing operations.

VANILLA RETAIL GROUP LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025
- 9 -
2025
2024
£
£
Profit for the year
1,238,472
1,641,660
Other comprehensive income
-
-
Total comprehensive income for the year
1,238,472
1,641,660
VANILLA RETAIL GROUP LTD
BALANCE SHEET
AS AT 30 JUNE 2025
2025-06-30
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
9
3,100,505
2,049,553
Current assets
Stocks
11
3,554,347
2,880,084
Debtors
12
5,634,819
4,748,961
Cash at bank and in hand
2,408,420
3,057,183
11,597,586
10,686,228
Creditors: amounts falling due within one year
13
(7,154,865)
(6,487,824)
Net current assets
4,442,721
4,198,404
Total assets less current liabilities
7,543,226
6,247,957
Provisions for liabilities
Deferred tax liability
14
324,732
267,935
(324,732)
(267,935)
Net assets
7,218,494
5,980,022
Capital and reserves
Called up share capital
16
100
100
Profit and loss reserves
17
7,218,394
5,979,922
Total equity
7,218,494
5,980,022

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 15 April 2026 and are signed on its behalf by:
Mr S Chawla
Director
Company registration number 13436575 (England and Wales)
VANILLA RETAIL GROUP LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
- 11 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 July 2023
100
4,338,262
4,338,362
Year ended 30 June 2024:
Profit and total comprehensive income
-
1,641,660
1,641,660
Balance at 30 June 2024
100
5,979,922
5,980,022
Year ended 30 June 2025:
Profit and total comprehensive income
-
1,238,472
1,238,472
Balance at 30 June 2025
100
7,218,394
7,218,494
VANILLA RETAIL GROUP LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2025
- 12 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
22
1,765,398
1,472,641
Interest paid
(24)
-
0
Income taxes paid
(903,920)
(529,374)
Net cash inflow from operating activities
861,454
943,267
Investing activities
Purchase of tangible fixed assets
(1,550,502)
(89,049)
Interest received
40,285
45,646
Net cash used in investing activities
(1,510,217)
(43,403)
Net (decrease)/increase in cash and cash equivalents
(648,763)
899,864
Cash and cash equivalents at beginning of year
3,057,183
2,157,319
Cash and cash equivalents at end of year
2,408,420
3,057,183
VANILLA RETAIL GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
- 13 -
1
Accounting policies
Company information

Vanilla Retail Group Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 191 - 193 Commercial Road, Whitechapel, London, England, E1 2JY.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

1.4
Tangible fixed assets

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
No depreciation
Leasehold improvements
10% on cost
Fixtures and fittings
15% on reducing balance
Computers
25% on cost
1.5
Stocks

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

VANILLA RETAIL GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 14 -
1.6
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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

VANILLA RETAIL GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 15 -
1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.8
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.9
Retirement benefits

he 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.

1.10
Leases
As lessee

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

VANILLA RETAIL GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 16 -
2
Judgements and key sources of estimation uncertainty
Key sources of estimation uncertainty

In applying the company's accounting policies, management have made the following judgements that h ave the most significant effect on the amounts recognised in the financial statements:

Revenue recognition

Determining the point when control of goods have been transferred to customers.

Lease classification

Assessing whether arrangements contain a lease and determining lease terms under FRS102 Leases.

Going concern

Evaluating the company’s ability to continue as a going concern, including cash flow forecasts and financing arrangements.

Useful lives of property, plant, and equipment

Estimating asset lives and residual values, which affect depreciation charges.

Inventory valuation

Assessing net realisable value and potential obsolescence.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by geographical market
UK sales
29,359,277
29,843,160
2025
2024
£
£
Other revenue
Interest income
40,285
45,646
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange gains
(425)
(24,277)
Fees payable to the company's auditor for the audit of the company's financial statements
9,000
8,900
Depreciation of tangible fixed assets
499,550
329,629
Operating lease charges
2,054,235
1,606,851
VANILLA RETAIL GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 17 -
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Store Staffs
110
114
Store Manager/Assistant Manager
15
14
Concession Field Managers
14
17
Administration
23
8
Warehouse
25
23
Total
187
176

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
3,346,702
2,777,326
Social security costs
275,638
180,377
Pension costs
53,888
42,784
3,676,228
3,000,487
6
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
40,285
45,646
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
40,285
45,646
7
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
24
-
VANILLA RETAIL GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 18 -
8
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
330,364
656,859
Adjustments in respect of prior periods
20,553
72,646
Total current tax
350,917
729,505
Deferred tax
Origination and reversal of timing differences
56,797
(40,424)
Total tax charge
407,714
689,081

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
1,646,186
2,330,741
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
411,547
582,685
Adjustments in respect of prior years
-
0
1,000
Permanent capital allowances in excess of depreciation
(81,183)
73,174
Under/(over) provided in prior years
20,553
42,324
Deferred tax adjustments in respect of prior years
56,797
(40,424)
Corporation tax penalties
-
0
30,322
Taxation charge for the year
407,714
689,081
9
Tangible fixed assets
Leasehold land and buildings
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 July 2024
35,570
1,269,887
1,500,869
79,941
2,886,267
Additions
-
0
726,221
813,628
10,653
1,550,502
At 30 June 2025
35,570
1,996,108
2,314,497
90,594
4,436,769
Depreciation and impairment
At 1 July 2024
-
0
323,645
466,062
47,007
836,714
Depreciation charged in the year
-
0
199,631
277,283
22,636
499,550
At 30 June 2025
-
0
523,276
743,345
69,643
1,336,264
VANILLA RETAIL GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
9
Tangible fixed assets
Leasehold land and buildings
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
£
(Continued)
- 19 -
Carrying amount
At 30 June 2025
35,570
1,472,832
1,571,152
20,951
3,100,505
At 30 June 2024
35,570
946,242
1,034,807
32,934
2,049,553
10
Financial instruments
2025
2024
£
£
Carrying amount of financial assets include:
Debt instruments measured at amortised cost
4,573,677
3,479,406
Carrying amount of financial liabilities include:
Liabilities measured at amortised cost
6,619,146
5,565,788

Financial assets that are debt instruments measured at cost comprise trade debtors, amounts owed by group undertakings and other debtors.

Financial liabilities measured at cost comprise trade creditors, amount owed to group undertakings, other creditors and finance lease obligations.

11
Stocks
2025
2024
£
£
Finished goods and goods for resale
3,554,347
2,880,084
12
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
1,558,919
474,847
Amounts owed by group undertakings
-
0
2,751
Other debtors
3,014,758
3,132,488
Prepayments and accrued income
1,061,142
1,138,875
5,634,819
4,748,961
VANILLA RETAIL GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 20 -
13
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
5,478,997
5,384,575
Amounts owed to group undertakings
155,241
11,922
Corporation tax
330,354
883,357
Other taxation and social security
205,365
38,679
Other creditors
10,715
9,472
Accruals and deferred income
974,193
159,819
7,154,865
6,487,824
14
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
324,732
267,935
2025
Movements in the year:
£
Liability at 1 July 2024
267,935
Charge to profit or loss
56,797
Liability at 30 June 2025
324,732

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

15
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
53,888
42,784

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

VANILLA RETAIL GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 21 -
16
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
100
100
100
100
17
Profit and loss reserves
2025
2024
£
£
At the beginning of the year
5,979,922
4,338,262
Adjusted balance
5,979,922
4,338,262
Profit for the year
1,238,472
1,641,660
At the end of the year
7,218,394
5,979,922
18
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within 1 year
1,500,260
1,104,000
Years 2-5
3,831,225
3,377,917
5,331,485
4,481,917
19
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2025
2024
£
£
Aggregate compensation
659,341
527,022
VANILLA RETAIL GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
19
Related party transactions
(Continued)
- 22 -

During the year the company entered into the following transactions with related parties:

Sales
Sales
Purchases
Purchases
2025
2024
2025
2024
£
£
£
£
Nova of London Ltd
282,229
460,336
11,104,562
12,473,908
2025
2024
Amounts due to related parties
£
£
Nova of London Ltd
8,419
11,922
Blue Vanilla Clothing Ltd
42,439
-

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts due from related parties
£
£
Blue Vanilla Clothing Ltd
-
2,751
20
Directors' transactions

As at the year end, the amount of £3,014,642 was due from the directors of the company as listed below. This balance is unsecured, interest bearing at the rate of 2.25% per annum and there are no repayment terms or any other terms or conditions attached to this loan. The disclosure is made in accordance with section 413 of the Companies Act 2006, which requires details of advances and credits granted to directors and guarantees entered into on their behalf.

Loans
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
Mr D Chawla -
2.25
3,000,000
20,000
(10,000)
3,010,000
Mr A Chawla -
2.25
-
8,051
(3,409)
4,642
3,000,000
28,051
(13,409)
3,014,642
21
Ultimate controlling party

During the year, the company was controlled by the directors.

VANILLA RETAIL GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 23 -
22
Cash generated from operations
2025
2024
£
£
Profit after taxation
1,238,472
1,641,660
Adjustments for:
Taxation charged
407,714
689,081
Finance costs
24
-
0
Investment income
(40,285)
(45,646)
Depreciation and impairment of tangible fixed assets
499,550
329,629
Movements in working capital:
(Increase)/decrease in stocks
(674,263)
457,671
Increase in debtors
(885,858)
(2,722,786)
Increase in creditors
1,220,044
1,123,032
Cash generated from operations
1,765,398
1,472,641
23
Analysis of changes in net debt
2025
£
Opening net funds
Cash at bank and in hand
3,057,183
Changes in net debt arising from:
Cash flows of the entity
(648,763)
Closing net funds as analysed below
2,408,420
Closing net funds
Cash at bank and in hand
2,408,420
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