Registration number:
URBN HOLDINGS UK LIMITED
for the Year Ended 31 January 2026
URBN HOLDINGS UK 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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Income Statement |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
URBN HOLDINGS UK LIMITED
Company Information
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Directors |
A Hayne M Marein-Efron M Marth |
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Company secretary |
SH Company Secretaries Limited |
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Registered number |
09654727 |
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Registered office |
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Auditors |
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URBN HOLDINGS UK LIMITED
Strategic Report for the Year Ended 31 January 2026
The directors present their Strategic report and financial statements for the year ended 31 January 2026.
Business review
The business is focused on long term growth and providing group support by holding investments.
Principal risks and uncertainties
Financial instruments that potentially subject the Company to the risk of impairment consist principally of fixed asset investments. Fixed asset investments materially consists of investments held in subsidiary companies. The Company regularly evaluates the financial position of its subsidiary companies and will recognise any impairment in the period to which it relates.
Future developments
The expectation is for the value of investments to increase over time as underlying trade continues to improve.
Section 172 Statement of the Companies Act
Section 172 of the Companies Act 2006 requires a director of a Company to act in the way he or she considers, in good faith, would most likely promote the success of the Company for the benefit of its stakeholders as a whole. In doing this, section 172 requires a director to have regard, amongst other matters, to the:
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Likely consequences of any decisions in the long-term; |
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Interests of the Company's employees; |
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Need to foster the Company's business relationships with suppliers, customers, and others; |
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Impact of the Company's operations on the community and environment; |
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Desirability of the Company maintaining a reputation for high standards of business conduct; and |
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Need to act fairly as between shareholders of the Company. |
In discharging its section 172 duties, the Board of Directors (the "directors", collectively the "board") of URBN Holdings UK Limited (the "Company") has regard to the factors set above. The board also has regard to other factors which we consider relevant to the decisions being made, including the interests and views of the Company's customers, employees, suppliers and the Company's relationship with governments, regulators and non-governmental organisations. The Company acknowledges that every decision made will not necessarily result in a positive outcome for all its stakeholders. By considering the Company's purpose, vision, and values, together with its strategic priorities, and having a process in place for decision making, the Company aims to ensure that such decisions are consistent and predictable.
URBN HOLDINGS UK LIMITED
Strategic Report for the Year Ended 31 January 2026
Section 172 Statement of the Companies Act (continued)
The board recognises that culture, values, and commitments are key contributors to how a Company creates and sustains value over the longer term. The Company is committed to the encouragement of passion, creativity and entrepreneurial behaviours to provide a unique shopping experience while inspiring and connecting with its customers. It remains dedicated to fostering these key characteristics and behaviours in a collaborative environment that values a healthy work-life balance for employees and allows its various communities to connect and interact both professionally and socially. This culture of excellence and inclusion guides and assists the board's decision making, and in doing so, helps to promote the Company's success, recognising, amongst other things, the likely consequences of any decision in the long-term and wider stakeholder considerations. The standards and culture demonstrated by the board guide the activities and behaviours of the directors, the Company's employees and others associated with the Company.
As is customary for larger companies, authority for day-to-day management of the Company is delegated to its executives with engagement from management to set, approve and oversee execution of the Company's strategy and related policies. The board is ultimately accountable to the Company's shareholders for the successful execution of the Company's strategy and for overseeing the Company's financial and operational performance in line with its strategic objectives. The board actively meets with executives and management and receives regular reports on financial and operational performance, sales and marketing, new business developments and business conducted. Over the course of the financial year, the board also reviews other matters including the Company's business strategy, key risks, stakeholder-related matters and governance, compliance and legal matters.
Key stakeholders include the Company's customers, workforce, suppliers, its shareholder and the local communities in which it operates. The views of and the impact of the Company's activities on those stakeholders are an important consideration for the directors when making relevant decisions. Often, due to the size and spread of both the stakeholders and the Company, stakeholder engagement takes place at the operational or group level in addition to direct engagement by the board. For details on the different types of engagement that take place with the Company's stakeholders so as to encourage the directors to understand the issues to which they must have regard, please refer to the Stakeholder Engagement Statement contained in the Directors' report.
During the financial period, the directors regularly received information to help them understand the interests and views of the Company's key stakeholders and other relevant factors when making decisions. This information was communicated in a variety of formats including in reports and presentations on the Company's short-term and long-term financial and operational performance, non-financial key performance indicators, evaluation of risks, and corporate responsibility matters. As a result of this, the directors have had an overview of engagement with stakeholders and other relevant factors which allows the board to understand the nature of the stakeholders' concerns and to comply with our Section 172 duty to promote long-term success of the Company and maintain a reputation for high standards of business conduct.
Key performance indicators
Directors review the on-going performance of the business using KPls. The primary performance measure is the valuation of investments at the year end date.
Investments for the year ended 31 January 2026 increased to $272,825,000 from $271,875,000 as a result of a $950,000 contribution to URBN International Operations Limited.
This report was approved by the
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URBN HOLDINGS UK LIMITED
Directors' Report for the Year Ended 31 January 2026
The directors present their annual report and the audited financial statements for the year ended 31 January 2026.
Principal activity
The principal activity of the Company continued to be that of an investment holding company.
Directors of the company
The directors who held office during the year were as follows:
Qualifying third party indemnity provisions
The Company has put in place qualifying third party indemnity provisions for all of the directors of URBN Holdings UK Limited.
Results and dividends
The results for the year are set out on page 11.
No ordinary dividends were paid during the year. The directors do not recommend payment of a final dividend (2025: $Nil).
Going concern
The directors have reviewed underlying forecasts for the Company’s investments for FY2027. The forecasts are based on maintaining growth based on continued store expansion and continued investment in e-commerce marketing, technology and fulfilment strategies. The prepared forecasts show the Company’s investments are expected to continue to be loss making, however an improvement on FY2026. The URBN Group retains sufficient cash reserves and net assets to continue to support and meet the working capital requirements of URBN Holdings UK Limited. The directors have received assurances that its ultimate parent company, Urban Outfitters Inc., will continue to provide financial support should the Company require it in order to meet its operational costs for at least 12 months from the date these financial statements are approved. On the basis of the assessment made, the directors consider it appropriate to adopt the going concern basis in preparing these financial statements.
URBN HOLDINGS UK LIMITED
Directors' Report for the Year Ended 31 January 2026
Future developments
In accordance with s414C(11) of the Companies Act 2006, the information relating to future developments and financial instrument risk is included in the Strategic report.
Financial risk management
Foreign exchange and cash flow risk
Our activities expose us primarily to the financial risks of changes in foreign currency exchange rates. To try and manage the exposure to the exchange rate risk, our policy is to hedge against exchange rate exposure in order to achieve certainty in advance of significant foreign currency purchases (for example, acquisitions of overseas operations).
Credit risk
Our principal financial assets are bank balances and receivables. The majority of receivables are due from subsidiary undertakings. The exposure to credit risk is minimal as the amounts are not due from any investments that management considers to be impaired. The credit risk on bank balances is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.
Liquidity risk
Ultimate responsibility for liquidity risk management rests with the directors, who have established an appropriate liquidity risk management framework for the management of the Company's short, medium and long term funding and liquidity management requirements. We manage liquidity risk by maintaining adequate cash reserves, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
Carbon and energy use
No disclosure relating to energy and carbon reporting has been made as the Company has not consumed more than 40,000 kWh of energy during the year.
Disclosure of information to the auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
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so far as the directors are aware, there is no relevant audit information of which the Company's auditor is unaware, and |
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the directors have taken all the steps that ought to have been taken as directors in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information. |
URBN HOLDINGS UK LIMITED
Directors' Report for the Year Ended 31 January 2026
Auditor
The auditor, Mercer & Hole LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
This report was approved by the board on
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URBN HOLDINGS UK LIMITED
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic report, the Directors’ 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 prepared the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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, comprising FRS 102 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.
URBN HOLDINGS UK LIMITED
Independent Auditor's Report to the Member of URBN HOLDINGS UK LIMITED
Opinion
We have audited the financial statements of URBN Holdings UK Limited (the 'Company') for the year ended 31 January 2026, which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of 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 31 January 2026 and of its loss 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 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. 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.
URBN HOLDINGS UK LIMITED
Independent Auditor's Report to the Member of URBN HOLDINGS UK LIMITED
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. |
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 7, 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
URBN HOLDINGS UK LIMITED
Independent Auditor's Report to the Member of URBN HOLDINGS UK LIMITED
Auditor’s responsibilities for the audit of the financial statements (continued)
Extent to which the audit was considered capable of detecting irregularities, including fraud
We gained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates and considered the risk of acts by the Company that were contrary to applicable laws and regulations, including fraud. These included, but were not limited to, the Companies Act 2006 and tax legislation.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements and the financial report (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate entries including journals to misstate revenue or expenditure, and management bias in accounting estimates.
Audit procedures performed by the engagement team included:
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Discussions with management, including considerations of known or suspected instances of noncompliance with laws and regulations and fraud; |
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Evaluation of the operating effectiveness of management's controls designed to prevent and detect irregularities; |
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Challenging assumptions and judgement made by management in its significant accounting estimates; |
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Identifying and testing journal entries. |
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non compliance with all laws and regulations.
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 member, 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 member 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 member as a body, for our audit work, for this report, or for the opinions we have formed.
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For and on behalf of
21 Lombard St
EC3V 9AH
URBN HOLDINGS UK LIMITED
Statement of Comprehensive Income for the Year Ended 31 January 2026
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Note |
2026 |
2025 |
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Administrative expenses |
( |
( |
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Operating loss |
(28) |
(21) |
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Loss before tax |
( |
( |
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Tax on loss |
- |
- |
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Loss for the financial year |
( |
( |
All amounts relate to continuing operations in the current and preceding years.
URBN HOLDINGS UK LIMITED
(Registration number: 09654727)
Balance Sheet as at 31 January 2026
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Note |
2026 |
2025 |
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Fixed assets |
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Investments |
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Current assets |
|||
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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 liabilities |
( |
( |
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Net assets |
|
|
|
|
Capital and reserves |
|||
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Called up share capital |
- |
- |
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Share premium reserve |
238,346 |
237,396 |
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Retained earnings |
34,033 |
34,061 |
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Shareholders' funds |
272,379 |
271,457 |
The financial statements were approved and authorised for issue by the board on
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URBN HOLDINGS UK LIMITED
Statement of Changes in Equity for the Year Ended 31 January 2026
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Share capital |
Share premium |
Retained earnings |
Total |
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At 1 February 2025 |
- |
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Loss for the year |
- |
- |
( |
( |
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New share capital subscribed |
- |
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- |
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At 31 January 2026 |
- |
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Share capital |
Share premium |
Retained earnings |
Total |
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At 1 February 2024 |
- |
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Loss for the year |
- |
- |
( |
( |
|
At 31 January 2025 |
- |
237,396 |
34,061 |
271,457 |
URBN HOLDINGS UK LIMITED
Notes to the Financial Statements for the Year Ended 31 January 2026
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General information |
The Company is a private company limited by shares and is incorporated in England and Wales. The address of its registered office is Stephenson Harwood LLP, 1 Finsbury Circus, London, EC2M 7SH.
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Statement of compliance |
The financial statements of URBN Holdings UK Limited have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, 'The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland' ('FRS 102') and the Companies Act 2006.
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Summary of significant accounting policies |
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. The Company has adopted FRS 102 in these financial statements.
Basis of preparation of financial statements
The financial statements have been prepared on a going concern basis, under the historical cost convention modified to include certain financial instruments at fair value. The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4.
Exemptions for qualifying entities under FRS 102
FRS 102 allows a qualifying entity certain disclosure exemptions. These exemptions taken by the Company are:
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A reconciliation of the number of shares outstanding at the beginning and end of the period; |
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The requirement to prepare a statement of cash flows (Section 7 Statement of Cash Flows and Section 3 Financial Statement Presentation paragraph 3.17(d)); |
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Certain financial instrument disclosures providing equivalent disclosures are included in the consolidated financial statements of the group in which the entity is consolidated; and |
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Key management personnel compensation disclosures. |
The Company has taken advantage of these exemptions on the basis that it is a qualifying entity and its ultimate parent undertaking, Urban Outfitters Inc., includes the Company's results in the equivalent disclosures in its own consolidated financial statements.
Consolidated financial statements
The Company is a wholly-owned subsidiary of its ultimate parent, Urban Outfitters Inc. It is included in the consolidated financial statements of Urban Outfitters Inc. which are publicly available (see note 14). Therefore the Company is exempt by virtue of section 401 of the Companies Act 2006 from the requirement to prepare consolidated financial statements.
These financial statements are the Company's separate financial statements.
URBN HOLDINGS UK LIMITED
Notes to the Financial Statements for the Year Ended 31 January 2026
Going concern
The directors have reviewed underlying forecasts for the Company’s investments for FY2027. The forecasts are based on maintaining growth based on continued store expansion and continued investment in e-commerce marketing, technology and fulfilment strategies. The prepared forecasts show the Company’s investments are expected to continue to be loss making, however an improvement on FY2026. The URBN Group retains sufficient cash reserves and net assets to continue to support and meet the working capital requirements of URBN Holdings UK Limited. The directors have received assurances that its ultimate parent company, Urban Outfitters Inc., will continue to provide financial support should the Company require it in order to meet its operational costs for at least 12 months from the date these financial statements are approved. On the basis of the assessment made, the directors consider it appropriate to adopt the going concern basis in preparing these financial statements.
Foreign currency transactions and balances
Exceptional items
Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Company. They are items that are material either because of their size or their nature, and are considered non-recurring. These items are presented within the line items to which they best relate and reported separately as exceptional items.
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the profit or loss.
A subsidiary is an entity controlled by the Company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Cash and cash equivalents
Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
URBN HOLDINGS UK LIMITED
Notes to the Financial Statements for the Year Ended 31 January 2026
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.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets, other than those held at fair value through profit or 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. The impairment loss is recognised in the 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.
Classification of 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 deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
URBN HOLDINGS UK LIMITED
Notes to the Financial Statements for the Year Ended 31 January 2026
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
Equity Instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Group reconstruction
In accounting for the acquisition of investments in subsidiaries, the Company has taken advantage of group reconstruction relief and recorded a share premium on the issue of shares equal to what is referred to in the relevant sections of the Companies Act 2006 as the 'minimum premium value'.
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Critical accounting estimates and judgements |
In the application of the Company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:
i. Valuation of investments
The Company assesses at each reporting date whether there is any indication that an asset may be impaired. The Company makes an estimate of the valuation of investments by reference to the underlying net assets position of subsidiary companies and by applying discounted cash flow valuations. The key assumptions are sales growth, EBITDA, capital expenditure and cost of capital.
The Company's investments are in subsidiaries which do not report in US Dollars and therefore are subject to foreign exchange exposure when assessing impairment.
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Gains and losses from investment |
No gains or losses have been recognised in 2026.
URBN HOLDINGS UK LIMITED
Notes to the Financial Statements for the Year Ended 31 January 2026
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Operating loss |
The operating loss for the year is stated after (crediting)/charging:
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2026 |
2025 |
|
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Foreign exchange losses/(gains) |
|
( |
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Fees payable to the Company's auditor for the audit of the Company's financial statements |
13 |
14 |
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Staff costs |
The Company has no employees other than the directors, who did not receive any remuneration (2025: Nil). The directors are remunerated by other group entities.
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Taxation |
The tax on profit before tax for the year is
The differences are reconciled below:
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2026 |
2025 |
|
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Loss before tax |
( |
( |
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Corporation tax at standard rate |
( |
( |
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Effects of: |
||
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Effects of group relief/ other reliefs |
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Total tax charge/(credit) |
- |
- |
In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% (rather than remaining at 19%, as previously enacted). This new law was substantively enacted on 24 May 2021. Deferred taxes at the Balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.
URBN HOLDINGS UK LIMITED
Notes to the Financial Statements for the Year Ended 31 January 2026
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Investments |
|
Shares in group undertakings |
$ 000 |
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Cost or valuation |
|
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At 1 February 2025 |
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Additions |
|
|
At 31 January 2026 |
|
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Carrying amount |
|
|
At 31 January 2026 |
|
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At 31 January 2025 |
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Investments for the year ended 31 January 2026 increased to $272,825,000 from $271,875,000 as a result of increased capital contributions to subsidiary companies.
During the year, the Company invested $950,000 in URBN International Operations Limited.
At 31 January 2026, the Company held, either directly (*) or indirectly, an investment in the ordinary share capital of the following subsidiary undertakings:
|
Name of undertaking |
Registered office |
Principal Activity |
Class of share held |
Holding |
|
Anthropologie UK Limited |
1 Finsbury Circus, London, EC2M 7SH United Kingdom |
Dormant |
Ordinary |
100% |
|
Urban Outfitters i Sverige AB |
Box 7047, Stockholm SW 103 86 |
Fashion Retail |
Ordinary |
100% |
|
Urban Outfitters Belgium BVBA |
Meir 78, Letter Box 022, Antwerp, BE 2000 |
Fashion Retail |
Ordinary |
100% |
|
Urban Outfitters Germany GmbH |
Jägerstraße 58-60, 10117 Berlin |
Fashion Retail |
Ordinary |
100% |
|
Urban Outfitters Ireland Limited |
6th Floor, South Bank House, Barrow Street, Dublin 4 |
Fashion Retail |
Ordinary |
100% |
|
Urban Outfitters UK Limited |
1 Finsbury Circus, London, EC2M 7SH, United Kingdom |
Dormant |
Ordinary |
100% |
|
URBN Austria GmbH |
Beethovengasse 8/009, 1090 Wein, Vienna, Austria |
Fashion Retail |
Ordinary |
100% |
|
URBN France Retail SARL |
124 Rue Réaumur, Paris, FR 75002 |
Fashion Retail |
Ordinary |
100% |
|
URBN International Operations Limited* |
1 Finsbury Circus, London, EC2M 7SH, United Kingdom |
Holding Company |
Ordinary |
100% |
|
URBN Ireland Retail Ltd |
6th Floor, South Bank House, Barrow Street, Dublin 4 |
Fashion Retail |
Ordinary |
100% |
URBN HOLDINGS UK LIMITED
Notes to the Financial Statements for the Year Ended 31 January 2026
|
Name of undertaking |
Registered office |
Principal Activity |
Class of share held |
Holding |
|
URBN Italy Retail SRL |
Via Privata Maria Teresa, 4, 20123 Milano MI, Italy |
Fashion Retail |
Ordinary |
100% |
|
URBN Poland Sp. z o.o. |
Plac Marsz. Jozefa Pilsudskiego 1, 00-078 Warsaw, Poland |
Fashion Retail |
Ordinary |
100% |
|
URBN Netherlands Retail BV |
Kingsfordweg 151, Amsterdam, 1043 GR, Netherlands |
Fashion Retail |
Ordinary |
100% |
|
URBN Spain Retail S.L. |
C Santalo 10, Planta 1, Barcelona SP 08021 |
Fashion Retail |
Ordinary |
100% |
|
URBN UK Limited |
1 Finsbury Circus, London, EC2M 7SH, United Kingdom |
Fashion Retail |
Ordinary |
100% |
|
Creditors |
|
2026 |
2025 |
|
|
Due within one year |
||
|
Amounts due to related parties |
|
|
|
Accruals |
|
|
|
|
|
Amounts owed to group companies are unsecured, interest free and repayable on demand.
|
Share capital |
|
2026 |
2025 |
|
|
Allotted, called up and fully paid |
||
|
111 (2025: 110) Ordinary shares of $1 each |
- |
- |
|
1 (2025: 1) Ordinary "B" shares of $1 each |
- |
- |
|
- |
- |
On 30 January 2026, the Company issued one ordinary share of $1 for a total consideration of $950k to its immediate parent undertaking URBN Singapore Sourcing Pte. Ltd. Holders of the Ordinary Shares have full rights in the Company with respect to voting, dividends and distributions.
Holders of the Ordinary 'B' Share shall not be entitled to receive notice of, attend or vote at any general meetings of the Company or to receive a copy of any proposed written resolutions. The Ordinary 'B' Share shall confer no right on the holders thereof to any dividends or to otherwise share in the profits of the Company. On a return of capital the holders of the Ordinary 'B' Share shall carry the right to be paid the nominal value of such Ordinary 'B' Shares but only after repayment to each holder of Ordinary Shares of a sum equal to the capital paid up on each Ordinary Share held plus $10,000k per Ordinary Share, and the Ordinary 'B' Shares shall not confer any right to participate in any surplus remaining following payment of such amounts. The Ordinary 'B' Shares shall be redeemable at the option of the Company.
URBN HOLDINGS UK LIMITED
Notes to the Financial Statements for the Year Ended 31 January 2026
|
Events after the reporting date |
There were no events after the reporting period to note in relation to URBN Holdings UK Ltd.
|
Related party transactions |
|
Controlling party |
As of 30 January 2026, the immediate parent undertaking is URBN Singapore Sourcing Pte. Ltd., a company registered in Singapore, after the group restructuring in the year. URBN Singapore Pte. Ltd. is now a wholly owned subsidiary of URBN XXIV, Inc., a company incorporated in the United States of America.
The Company’s ultimate parent company is Urban Outfitters Inc., a company incorporated in the United States of America whose registered address is 5000, South Broad Street, Philadelphia, PA 19112-1495, USA. Urban Outfitters Inc. is regarded as both the controlling party and the ultimate controlling party.
Copies of Urban Outfitters Inc.’s consolidated financial statements can be obtained from the Company Secretary at 5000, South Broad Street, Philadelphia, PA 19112-1495, United States of America.