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Registered number: 12425174









THÉLIOS UK LIMITED









FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2025

 
THÉLIOS UK LIMITED
REGISTERED NUMBER: 12425174

BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 5 
1,713
3,976

  
1,713
3,976

Current assets
  

Debtors: amounts falling due within one year
 6 
295,966
498,818

Cash at bank and in hand
 7 
406,562
351,277

  
702,528
850,095

Creditors: amounts falling due within one year
 8 
(1,044,796)
(1,302,432)

Net current liabilities
  
 
 
(342,268)
 
 
(452,337)

Total assets less current liabilities
  
(340,555)
(448,361)

Provisions for liabilities
  

Deferred tax
  
-
(665)

  
 
 
-
 
 
(665)

Net liabilities
  
(340,555)
(449,026)


Capital and reserves
  

Called up share capital 
  
5,000
5,000

Profit and loss account
  
(345,555)
(454,026)

  
(340,555)
(449,026)


Page 1

 
THÉLIOS UK LIMITED
REGISTERED NUMBER: 12425174
    
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 by: 




J Kempe
Director

Date: 15 September 2026

The notes on pages 3 to 10 form part of these financial statements.

Page 2

 
THÉLIOS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Thélios UK Limited is a private limited company, limited by shares, incorporated in England and Wales. The address of the registered office is C/O Pini Franco Llp, 12th Floor, 1 Minster Court, Mincing Lane, London, England, EC3R 7AA.

The principal activity of the Company is the distribution of sunglasses and optical frames.

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 requirements 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 following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of LVMH Moet Hennessey Louis Vuitton SE as at 31 December 2025 and these financial statements may be obtained from www.lvmh.com.

Page 3

 
THÉLIOS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.3

Going concern

The directors note that the company has net liabilities of £340,555 and net current liabilities of £342,268 at the balance sheet date. The company participates in a cash pooling arrangement under which funding is available to support the working capital requirements of the business. The balance outstanding under this arrangement at the balance sheet date was £503,209. The arrangement forms part of the wider treasury operations of the LVMH group and renews automatically for successive one-year periods unless notice is given by either party.

In addition to the cash pooling arrangement, the company had a net balance due to its immediate parent company, Thélios S.p.A., of £244,209 at the balance sheet date. Without creating a contractual obligation, Thélios S.p.A. has stated its intention to provide continued financial support to the company for a period of at least 12 months from the date of approval of the financial statements. Such support will include, where necessary, providing sufficient additional funding to enable the company to meet its obligations as they fall due, including settlement of any amounts payable to LVMH Group in the event that such balances are recalled.

The directors have prepared forecasts covering a period of at least 12 months from the date of approval of these financial statements and are satisfied that adequate funding will continue to be available during that period. In reaching this conclusion, the directors have considered the terms of the cash pooling arrangement, its historical operation and the continued participation of the company in the group's treasury arrangements.

The directors are therefore confident that adequate financial resources are available to enable the company to continue in operational existence for the foreseeable future and have prepared the financial statements on the going concern basis.

 
2.4

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.

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 4

 
THÉLIOS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.5

Revenue

The Company recognises revenue from the sale of goods when control of the goods passes to the customer. In accordance with the Company’s contractual arrangements, goods are dispatched by the parent company directly to the customer on behalf of the Company.

Revenue is recognised at the point of delivery, as this is the point at which the Company’s performance obligation is satisfied. The amount of revenue recognised reflects the transaction price agreed with the customer, net of returns, discounts and value added tax (VAT).

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.7

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.

Page 5

 
THÉLIOS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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.


 
2.9

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:

Computer equipment
-
20%
Straight Line

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.

 
2.10

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 6

 
THÉLIOS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.11

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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.12

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Principal versus agent in revenue recognition 

Determining whether the company is acting as principal or agent in the sale of goods requires significant judgement. In particular, the directors have assessed whether the company controls the goods before transfer to the customer, taking into account indicators such as pricing discretion, responsibility for the sales process, inventory risk and the underlying commercial arrangements with suppliers.

The company operates certain arrangements where goods are supplied on a basis whereby inventory is effectively purchased upon sale and unsold items may be returned. These features are indicative of an agency or consignment model. However, the directors consider that the company has substantive control over the sale to the end customer, including setting retail prices and bearing exposure to markdowns and certain inventory-related risks.

On this basis, the company has concluded that it acts as principal and recognises revenue on a gross basis.

Bad debt provision

The bad debt provision is based on management's estimate of expected credit losses across the trade receivables ledger, taking into account historical collection experience, debtor ageing and current economic conditions. Actual credit losses may differ from those estimated, which could result in adjustments to the provision in future periods.

Returns provision

The returns provision is calculated using historical returns data and management's expected future returns rates. Actual returns may differ from these estimates, resulting in adjustments to the provision in future periods.

4.


Employees

The average monthly number of employees, including directors, during the year was 9 (2024 - 9).

Page 7

 
THÉLIOS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Tangible fixed assets


Computer equipment

£



Cost or valuation


At 1 January 2025
11,326



At 31 December 2025

11,326



Depreciation


At 1 January 2025
7,350


Charge for the year on owned assets
2,263



At 31 December 2025

9,613



Net book value



At 31 December 2025
1,713



At 31 December 2024
3,976


6.


Debtors

2025
2024
£
£


Trade debtors
225,071
451,469

Other debtors
38,454
36,761

Prepayments and accrued income
7,509
10,588

Deferred taxation
24,932
-

295,966
498,818



7.


Cash and cash equivalents

2025
2024
£
£

Cash at bank and in hand
406,562
351,277

406,562
351,277


Page 8

 
THÉLIOS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Creditors: Amounts falling due within one year

2025
2024
£
£

Trade creditors
37,974
69,727

Amounts owed to group undertakings
747,418
849,211

Corporation tax
18,950
6,873

Other taxation and social security
107,054
176,749

Other creditors
91,138
118,102

Accruals and deferred income
42,262
81,770

1,044,796
1,302,432



9.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £16,102 (2024 - £16,797). Contributions totalling £4,788 (2024 - £2,826) were payable to the fund at the balance sheet date and are included in creditors.


10.


Commitments under operating leases

At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£


Not later than 1 year
20,638
39,405

Later than 1 year and not later than 5 years
-
20,638

20,638
60,043


11.


Related party transactions

The company is a wholly owned subsidiary and has taken advantage of the exemption available under FRS 102 from disclosing transactions entered into with other wholly owned members of the group.

Page 9

 
THÉLIOS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.


Controlling party

The immediate parent company is Thélios SPA, a company incorporated and registered in Italy.

The ultimate parent undertaking is LVMH Moet Hennessy Louis Vuitton SE, a company incorporated and registered in France.

In the opinion of the directors, there is no ultimate controlling party.


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 16 September 2026 by Katie Harvard Taylor ACA (Senior Statutory Auditor) on behalf of Hillier Hopkins LLP.

 
Page 10