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REGISTERED NUMBER: 09119941 (England and Wales)

Audited Financial Statements for the Year Ended 31 December 2025

for

Fabiana Filippi Retail (U.K) Limited

Fabiana Filippi Retail (U.K) Limited (Registered number: 09119941)

Contents of the Financial Statements

for the Year Ended 31 December 2025

Page |

Company Information | 1 |

Balance Sheet | 2 |

Notes to the Financial Statements | 3 |

Fabiana Filippi Retail (U.K) Limited

Company Information

for the Year Ended 31 December 2025

| DIRECTOR: | Mr Mario Filippi Coccetta

| REGISTERED OFFICE: | c/o AccountsCo

| 47 Islington Park Street

| London

| N1 1QB

| REGISTERED NUMBER: | 09119941 (England and Wales)

| AUDITORS: | PG & E Professional Services Ltd

| Chartered Accountants & Statutory Auditor

| 47 Islington Park Street

| London

| N1 1QB

Fabiana Filippi Retail (U.K) Limited (Registered number: 09119941)

Balance Sheet

31 December 2025

31.12.25 | 31.12.24 |

| Notes | £ | £ | £ | £

FIXED ASSETS

Tangible assets | 4 | 276,977 |  | 44,197 |  |

CURRENT ASSETS

Stocks | 164,319 |  | 592,626 |  |

Debtors | 5 | 248,042 |  | 271,459 |  |

Cash at bank | 54,816 |  | 190,316 |  |

467,177 |  | 1,054,401 |  |

CREDITORS

Amounts falling due within one year | 6 | 1,518,832 |  | 1,621,283 |  |

NET CURRENT LIABILITIES | (1,051,655 | ) | (566,882 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | (774,678 | ) | (522,685 | ) |

CREDITORS

Amounts falling due after more than one year | 7 | (196,548 | ) | - |  |

PROVISIONS FOR LIABILITIES | - |  | (117,417 | ) |

NET LIABILITIES | (971,226 | ) | (640,102 | ) |

CAPITAL AND RESERVES

Called up share capital | 1,000,000 |  | 1,000,000 |  |

Share premium | 1,600,000 |  | 1,600,000 |  |

Retained earnings | (3,571,226 | ) | (3,240,102 | ) |

SHAREHOLDERS' DEFICIT | (971,226 | ) | (640,102 | ) |

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 27 April 2026 and were signed by:

Mr Mario Filippi Coccetta - Director

Fabiana Filippi Retail (U.K) Limited (Registered number: 09119941)

Notes to the Financial Statements

for the Year Ended 31 December 2025

1. | STATUTORY INFORMATION

| Fabiana Filippi Retail (U.K) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" taking advantage of the disclosure exemptions in Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| Related party exemption

| 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 entered into between two or more members of a group, provided that any subsidiary which is party to the transaction is wholly-owned.

| Turnover

| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax. Turnover from the sale of goods is recognised when goods have been delivered to customers such that risks and rewards of ownership have transferred to them.

| Tangible fixed assets

| Depreciation is provided in order to write off each asset over its estimated useful life.

| Right of use - over the length of the lease

| Short leasehold - over the length of the lease

| Long leasehold - over the length of the lease

| Fixtures and fittings - over the length of the lease

| Computer equipment - 33% at cost

| Stocks

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

| Taxation

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

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

| Deferred tax

| The director believes that it is not prudent to account for deferred tax assets nor necessary to account for deferred tax liabilities within these financial statements, as a result of the losses made in previous and current year, and in light of the material uncertainty related to going concern as described in the Director's Report.

| Foreign currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Fabiana Filippi Retail (U.K) Limited (Registered number: 09119941)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2025

2. | ACCOUNTING POLICIES - continued

| Lease

| At inception, the company assesses whether a contract contains a lease. The company recognises a right-of-use asset and a corresponding lease liability at the commencement date, measured at the present value of future lease payments, discounted using the company's obtainable borrowing rate.

| Right-of-use assets are measured at cost and subsequently depreciated over the lease term. Lease liabilities are measured at amortised cost, with interest recognised in profit or loss. Lease payments are allocated between a reduction of the liability and a finance charge.

| Going concern

| The director has received assurance of the continued support of the parent company, which has confirmed that it will continue to provide the financial resources necessary for the company to meet its financial commitments as they fall due for at least twelve months from the date of approval of these financial statements. Therefore, the director considers it appropriate that the financial statements are prepared on a going concern basis.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 3 (2024 - 4 ) .

4. | TANGIBLE FIXED ASSETS

Right of | Short | Long |

use | leasehold | leasehold |

| £ | £ | £

| COST

| At 1 January 2025 | - |  | 2,104,675 |  | - |  |

| Additions | 259,709 |  | - |  | 30,469 |  |

| Disposals | - |  | (2,104,675 | ) | - |  |

| Reclassification/transfer | - |  | - |  | - |  |

| At 31 December 2025 | 259,709 |  | - |  | 30,469 |  |

| DEPRECIATION

| At 1 January 2025 | - |  | 2,082,673 |  | - |  |

| Charge for year | 14,952 |  | 22,002 |  | 1,235 |  |

| Eliminated on disposal | - |  | (2,104,675 | ) | - |  |

| Reclassification/transfer | - |  | - |  | - |  |

| At 31 December 2025 | 14,952 |  | - |  | 1,235 |  |

| NET BOOK VALUE

| At 31 December 2025 | 244,757 |  | - |  | 29,234 |  |

| At 31 December 2024 | - |  | 22,002 |  | - |  |

Fabiana Filippi Retail (U.K) Limited (Registered number: 09119941)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2025

4. | TANGIBLE FIXED ASSETS - continued

Fixtures |

and | Computer |

fittings | equipment | Totals |

| £ | £ | £

| COST

| At 1 January 2025 | 705,054 |  | 2,840 |  | 2,812,569 |  |

| Additions | 3,117 |  | - |  | 293,295 |  |

| Disposals | (696,554 | ) | - |  | (2,801,229 | ) |

| Reclassification/transfer | (1,500 | ) | 1,500 |  | - |  |

| At 31 December 2025 | 10,117 |  | 4,340 |  | 304,635 |  |

| DEPRECIATION

| At 1 January 2025 | 683,235 |  | 2,464 |  | 2,768,372 |  |

| Charge for year | 21,950 |  | 376 |  | 60,515 |  |

| Eliminated on disposal | (696,554 | ) | - |  | (2,801,229 | ) |

| Reclassification/transfer | (1,500 | ) | 1,500 |  | - |  |

| At 31 December 2025 | 7,131 |  | 4,340 |  | 27,658 |  |

| NET BOOK VALUE

| At 31 December 2025 | 2,986 |  | - |  | 276,977 |  |

| At 31 December 2024 | 21,819 |  | 376 |  | 44,197 |  |

| As set out in the Director's Report, and in the prior year financial statements, the company terminated the lease on its former retail premises on 26 August 2025 and commenced operations from a new retail location under a revised business model. Following the termination of the previous lease, the remaining net book value of leasehold improvements and related assets associated with the former premises have been written off, with the exception of certain fixtures and fittings and computer equipment which continue to be utilised in the new store. In addition, the company has recognised a right-of-use asset in respect of the new lease in accordance with Section 20 of FRS 102 (Section 1A), together with associated lease liabilities.

5. | DEBTORS

31.12.25 | 31.12.24 |

| £ | £

| Amounts falling due within one year:

| Trade debtors | 9,152 |  | 30,323 |  |

| Other debtors | 166,419 |  | 162,000 |  |

| Prepayments and accrued income | 37,671 |  | 79,136 |  |

213,242 |  | 271,459 |  |

| Amounts falling due after more than one year:

| Other debtors | 34,800 |  | - |  |

| Aggregate amounts | 248,042 |  | 271,459 |  |

Fabiana Filippi Retail (U.K) Limited (Registered number: 09119941)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2025

6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

31.12.25 | 31.12.24 |

| £ | £

| Trade creditors | 12,874 |  | 14,647 |  |

| Amounts owed to group undertakings | 1,332,563 |  | 1,400,789 |  |

| Social security and other taxes | 3,581 |  | 28,748 |  |

| Other creditors | 62,071 |  | 14,999 |  |

| Accruals and deferred income | 107,743 |  | 162,100 |  |

1,518,832 |  | 1,621,283 |  |

| Included within amounts payable to group undertakings and accruals are the following amounts payable to its parent company:

| 1) three loans (Loan 1: £437,945 repayable by 31 December 2026; Loan 2: £350,000 repayable by 31 December 2024; and Loan 3: £80,000 repayable by 9 April 2027) totalling £867,945 (2023: £822,945);

| 2) trade payables of £460,583 (2024: £577,844), repayable within 60 days from invoice date;

| 3) other creditors of £4,035; and

| 4) accruals of £101,816 (2024: £141,589).

| The director has received assurance of the continued support of the parent company and that Fabiana Filippi SPA will not demand repayments of the outstanding balances, either in part or in full, unless Fabiana Filippi Retail (U.K) Limited has sufficient funds to make these payments without adversely affecting its ability to continue as a going concern.

| Other creditors of £62,071 (2024: £14,499) include lease liabilities of £56,825.

7. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

31.12.25 | 31.12.24 |

| £ | £

| Other creditors | 196,548 |  | - |  |

| Other creditors of £196,548 (2024: £Nil) are entirely related to lease liabilities falling due after more than one year.

8. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

| The Report of the Auditors was unqualified.

| Mr Simon Edrich (Senior Statutory Auditor)

| for and on behalf of PG & E Professional Services Ltd

9. | AUDITOR LIABILITY LIMITATION

| The company has limited the maximum aggregate amount of the Auditor's Liability to the company to not more than (1) the sum of 5 times the fees payable (excluding expenses and Value Added Tax) under the Engagement Letter referable to the financial year in question, or (2) £30,000 whichever is the lesser amount.

Fabiana Filippi Retail (U.K) Limited (Registered number: 09119941)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2025

10. | ULTIMATE CONTROLLING PARTY

| The ultimate controlling party is Fabiana Filippi SPA.

| The ultimate parent undertaking and controlling entity is Fabiana Filippi SPA, a company incorporated in Italy whose registered office is Via Bruno Buozzi, 90 Zona Industriale, Giano dell'Umbria, 06030, Italy, which is the parent undertaking of the smallest and largest group to consolidate these financial statements. Copies of Fabiana Filippi SPA consolidated financial statements are available from its registered office at Via Bruno Buozzi, 90 Zona Industriale, Giano dell'Umbria, 06030, Italy.