Registration number:
The Couture Club Limited
for the Period from 2 February 2025 to 31 January 2026
Registration number:
The Couture Club Limited
for the Period from 2 February 2025 to 31 January 2026
The Couture Club 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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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
The Couture Club Limited
Company Information
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Directors |
Mr Scott Shashua Mr Ross Worswick |
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Registered office |
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Auditors |
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The Couture Club Limited
Strategic Report for the period from 2 February 2025 to 31 January 2026
The directors present their strategic report for the period from 2 February 2025 to 31 January 2026.
Principal activity
The principal activity of the group is fashion design and retail.
Fair review of the business
Performance in the year
Turnover increased by 47% during the year, from £15.3m in FY25 to £22.5m in FY26, reflecting strong growth across both the Online and Wholesale channels. Online turnover increased by 42%, driven primarily by continued new customer acquisition and the introduction of new products as part of the Group’s strategic range expansion. New customer acquisition remained a key driver of growth, with new customers accounting for more than half of the customer base in FY26. Returning customers also increased materially, rising by 72% year-on-year, reflecting improved customer retention rates and the benefit of a growing an increasingly established customer base. Wholesale turnover increased by 87%, supported by the development of new strategic partnerships, across the UK and international markets. Gross margin increased marginally in FY26, reflecting the continued development of the Group’s product mix and growth across its sales channels. Operating margin remained broadly stable in FY26 compared with FY25, demonstrating that the Group maintained strong underlying profitability while continuing to invest in the expansion and development of the business.
Development of the business
The Group continued to invest in the development of its business during the year through product range expansion, customer acquisition, new Wholesale partnerships and targeted capital investment. Within the Online channel, the introduction of new products formed an important part of the Group’s strategy to broaden its product offering and create further opportunities for both new and existing customers, while the significant increase in returning customers demonstrates the continued development and engagement of the existing customer base. The Wholesale business expanded through new strategic partnerships, supporting the significant growth achieved in the channel and increasing the Group’s market presence. During the year, the Group invested in capital expenditure, including £89k of store fit-out costs associated with entering new locations and £25k of investment in the Group’s warehouse to increase capacity and enhance operational functionality. There were no acquisitions or significant restructuring activities during the year. These investments, together with the continued expansion of the Group’s customer base, product range and Wholesale partnerships, provide a strong platform for the Group’s continued growth and development.
Year-end position
At 31 January 2026, the Group had net assets of £4.2 million, an increase of £1.8 million from £2.5 million at 31 January 2025. The increase primarily reflects the growth in net working capital. Net cash remained stable to FY25 year-end. The Group therefore remained in a net cash positive position at the year end, with limited reliance on external borrowing to fund its operations. Net working capital increased by approximately £1.7 million during the year, principally reflecting higher inventory and trade debtor balances. The Group's operations continued to be funded principally through its cash resources and operating activities rather than external borrowings.
The company's key financial and other performance indicators during the period were as follows:
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Financial KPIs |
Unit |
2026 |
2025 |
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Turnover |
£ |
22,398,663 |
15,321,778 |
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Gross Margin |
% |
65.4 |
64.6 |
|
Operating Margin |
% |
14.7 |
15.3 |
Principal risks and uncertainties
The Couture Club Limited
Strategic Report for the period from 2 February 2025 to 31 January 2026
The Group faces multiple risk categories: macroeconomic risks including shipping channel disruptions; microeconomic risks as goods are vulnerable to reduced discretionary spending; regulatory risks and exposure to tariffs and compliance changes; currency exchange risks from market volatility affecting both manufacturing costs and multi-geography sales.
The group is exposed to moderate levels of risk mentioned earlier in this document and manages these risks by financing its operations through retained profits to fund expansion or growth initiatives. The management objectives are to retain sufficient liquid funds to enable it to meet its day-to-day requirements, minimize the group's exposure to fluctuating interest rates, and match the repayment schedule of any external borrowings or overdrafts with the future cash flows expected to arise from the group's trading activities.
Approved and authorised by the
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The Couture Club Limited
Directors' Report for the Period from 2 February 2025 to 31 January 2026
The directors present their report and the consolidated financial statements for the period from 2 February 2025 to 31 January 2026.
Directors of the group
The directors who held office during the period were as follows:
Information included in the Strategic Report
The Group has chosen, in accordance with Companies Act 2006, s.141C (11) CA 2006 and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch 7, to set out in the Group's Strategic
Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2006, Sch.7 to be contained in the Directors' Report.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
UHY Williamson Croft were appointed as the group and company’s auditors during the year.
A resolution for the re-appointment of UHY Williamson Croft as auditors of the company for the year ended 31 January 2027 is to be proposed at a forthcoming General Board meeting.
Approved and authorised by the
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The Couture Club Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities 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 group and the company and of the profit or loss of the group 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 UK Accounting Standards 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Couture Club Limited
Independent Auditor's Report to the Members of The Couture Club Limited
Opinion
We have audited the financial statements of The Couture Club Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 2 February 2025 to 31 January 2026, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 group's and the parent company's affairs as at 31 January 2026 and of the group's profit for the period 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 responsibilities for the audit of the financial statements section of our report. We are independent of the group 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.
The financial statements for the period ended 1 February 2025 were not audited, as the directors took advantage of the exemption from audit under section 477 of the Companies Act 2006. Accordingly, the corresponding figures included in these financial statements are unaudited.
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 group'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.
The Couture Club Limited
Independent Auditor's Report to the Members of The Couture Club Limited
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
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 period 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company 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 5], 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
The Couture Club Limited
Independent Auditor's Report to the Members of The Couture Club Limited
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We obtained an understanding of the legal and regulatory frameworks applicable to the group and parent company through discussions with management and determined that the most significant are the Companies Act 2006, the Consumer Rights Act 2015, the Consumer contracts Regulations, Employment Law and Health and Safety Regulations. |
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Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved review of the documented policies and procedures, legal costs incurred during the period and discussions with the Board of Directors and key management personnel. |
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We assessed the susceptibility of the group and parent company's financial statements to material misstatement, including how fraud might occur by considering the key risks impacting the financial statements. We assessed this risk as low due to oversight by management and by the Board of companies holding a participating interest in the entity. |
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We have reviewed the group and parent company's control environment and assessed that it is adequate for a group and parent company of its size and nature. |
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We designed our audit testing to review the presumed risk under ISA (UK) 240 that that revenue may be misstated due to the improper recognition of revenue and that management over-ride of controls is present in all entities. |
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 members, 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 members 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 members 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
20 York Street
Manchester
M2 3BB
The Couture Club Limited
Consolidated Profit and Loss Account for the Period from 2 February 2025 to 31 January 2026
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Note |
2026 |
2025 |
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Turnover |
|
|
|
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Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Distribution costs |
( |
( |
|
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Administrative expenses |
( |
( |
|
|
Other operating income |
|
|
|
|
Operating profit |
|
|
|
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Other interest receivable and similar income |
|
- |
|
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Interest payable and similar expenses |
|
( |
|
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77,256 |
(107,788) |
||
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Profit before tax |
|
|
|
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Tax on profit |
( |
( |
|
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Profit for the financial period |
|
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|
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Profit/(loss) attributable to: |
|||
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Owners of the company |
|
|
|
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Minority interests |
|
( |
|
|
|
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The Couture Club Limited
Consolidated Statement of Comprehensive Income for the Period from 2 February 2025 to 31 January 2026
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2026 |
2025 |
|
|
Profit for the period |
|
|
|
Total comprehensive income for the period |
|
|
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Total comprehensive income attributable to: |
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Owners of the company |
|
|
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Minority interests |
|
( |
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The Couture Club Limited
(Registration number: 09321521)
Consolidated Balance Sheet as at 31 January 2026
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Note |
2026 |
2025 |
|
|
Fixed assets |
|||
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Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
|
|
||
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Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
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Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
74 |
72 |
|
|
Capital redemption reserve |
48 |
48 |
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|
Retained earnings |
4,235,152 |
2,477,796 |
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|
Equity attributable to owners of the company |
4,235,274 |
2,477,916 |
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|
minority interests |
(677) |
(11,961) |
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Shareholders' funds |
4,234,597 |
2,465,955 |
Approved and authorised by the
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The Couture Club Limited
(Registration number: 09321521)
Balance Sheet as at 31 January 2026
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Note |
2026 |
2025 |
|
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Fixed assets |
|||
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Intangible assets |
|
|
|
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Tangible assets |
|
|
|
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Investments |
- |
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|
|
|
|
||
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Current assets |
|||
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Stocks |
|
|
|
|
Debtors |
|
|
|
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Cash at bank and in hand |
|
|
|
|
|
|
||
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Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
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Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
( |
( |
|
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Net assets |
|
|
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Capital and reserves |
|||
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Called up share capital |
74 |
72 |
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|
Capital redemption reserve |
48 |
48 |
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Retained earnings |
4,241,252 |
2,585,538 |
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|
Shareholders' funds |
4,241,374 |
2,585,658 |
The company made a profit after tax for the financial period of £2,383,714 (2025 - profit of £1,701,376).
Approved and authorised by the
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The Couture Club Limited
Consolidated Statement of Changes in Equity for the Period from 2 February 2025 to 31 January 2026
Equity attributable to the parent company
|
Share capital |
Capital redemption reserve |
Retained earnings |
Total |
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|
At 2 February 2025 |
|
|
|
|
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Profit for the period |
- |
- |
|
|
|
Dividends |
- |
- |
( |
( |
|
New share capital subscribed |
|
- |
- |
|
|
Capital contribution to subsidiary - non-controlling interest share |
- |
- |
( |
( |
|
At 31 January 2026 |
|
|
|
|
|
Non-controlling interests - Equity |
Total equity |
|
|
At 2 February 2025 |
( |
|
|
Profit for the period |
|
|
|
Dividends |
- |
( |
|
New share capital subscribed |
- |
|
|
Capital contribution to subsidiary - non-controlling interest share |
|
- |
|
At 31 January 2026 |
( |
|
|
Share capital |
Capital redemption reserve |
Retained earnings |
Total |
|
|
At 28 January 2024 |
|
|
|
|
|
Profit/(loss) for the period |
- |
- |
|
|
|
Dividends |
- |
- |
( |
( |
|
At 1 February 2025 |
72 |
48 |
2,477,796 |
2,477,916 |
|
Non-controlling interests - Equity |
Total equity |
|
|
At 28 January 2024 |
( |
|
|
Profit/(loss) for the period |
( |
|
|
Dividends |
- |
( |
|
At 1 February 2025 |
(11,961) |
2,465,955 |
The Couture Club Limited
Statement of Changes in Equity for the Period from 2 February 2025 to 31 January 2026
|
Share capital |
Capital redemption reserve |
Retained earnings |
Total |
|
|
At 2 February 2025 |
|
|
|
|
|
Profit for the period |
- |
- |
|
|
|
Dividends |
- |
- |
( |
( |
|
New share capital subscribed |
|
- |
- |
|
|
At 31 January 2026 |
|
|
|
|
|
Share capital |
Capital redemption reserve |
Retained earnings |
Total |
|
|
At 28 January 2024 |
|
|
|
|
|
Profit for the period |
- |
- |
|
|
|
Dividends |
- |
- |
( |
( |
|
At 1 February 2025 |
72 |
48 |
2,585,538 |
2,585,658 |
The Couture Club Limited
Consolidated Statement of Cash Flows for the Period from 2 February 2025 to 31 January 2026
|
Note |
2026 |
2025 |
|
|
Cash flows from operating activities |
|||
|
Profit for the period |
|
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
(Profit)/loss on disposal of tangible assets |
( |
|
|
|
Finance income |
( |
- |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
|
|
|
|
|
||
|
Working capital adjustments |
|||
|
Increase in stocks |
( |
( |
|
|
Increase in trade debtors |
( |
( |
|
|
(Decrease)/increase in trade creditors |
( |
|
|
|
Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
- |
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
|
|
|
Acquisition of intangible assets |
( |
- |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from issue of ordinary shares, net of issue costs |
|
- |
|
|
Repayment of bank borrowings |
( |
( |
|
|
Payments to finance lease creditors |
( |
( |
|
|
Dividends paid |
( |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 2 February |
|
|
|
|
Cash and cash equivalents at 31 January |
3,159,639 |
3,167,544 |
|
The Couture Club Limited
Notes to the Financial Statements for the Period from 2 February 2025 to 31 January 2026
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
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.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The financial statements are presented in sterling which is the functional currency of the company.
Summary of disclosure exemptions
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, intended to give a true and fair view, which include the company. The company is the parent of that group and these are the consolidated financial statements.
In preparing the individual financial statements of the company, the company has taken advantage of the following disclosure exemptions available under paragraph 1.12 of FRS 102:
• the requirement to present a reconciliation of the number of shares outstanding at the beginning and end of the period;
• the requirement to present a statement of cash flows and related notes;
• the financial instrument disclosures required by paragraphs 11.39 to 11.48A and 12.26 to 12.29A, as equivalent disclosures are included in the consolidated financial statements; and
• the requirement to disclose key management personnel compensation in total.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account. The company's profit for the financial period was £2,383,714 (2025: £1,701,376).
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 January 2026.
The Couture Club Limited
Notes to the Financial Statements for the Period from 2 February 2025 to 31 January 2026
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The directors have prepared forecasts and cash flow projections covering a period of at least 12 months from the date of approval of these financial statements. These take account of the group’s trading performance since the year end, planned expenditure, the settlement of corporation tax liabilities including quarterly instalment payments, and dividends paid after the year end. In preparing them, the directors have considered the principal risks facing the group, including reduced consumer discretionary spending, disruption to shipping channels, changes to tariffs and regulation, and exchange rate movements, and have considered reasonably possible downside scenarios.
During the period the company waived balances of £100,277 owed to it by its subsidiary, Il Sarto Milano Limited. The subsidiary had net liabilities of £6,777 at the balance sheet date and is reliant on the continued financial support of the company, which the directors have confirmed will be provided for at least 12 months from the date of approval of these financial statements. The directors are considering ceasing the subsidiary’s trade and closing it. This would not have a significant effect on the group.
Based on these forecasts, the directors have a reasonable expectation that the group and the company have adequate resources to continue in operational existence for the foreseeable future. The financial statements have therefore been prepared on a going concern basis, and there are no material uncertainties that may cast significant doubt on the group’s or the company’s ability to continue as a going concern.
The Couture Club Limited
Notes to the Financial Statements for the Period from 2 February 2025 to 31 January 2026
The financial statements have been prepared on a going concern basis.
Judgements in applying accounting policies and key sources of estimation uncertainty
In preparing these financial statements, the directors have made judgements, estimates and assumptions that affect the application of the group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates and underlying assumptions are reviewed on an ongoing basis, and revisions to estimates are recognised prospectively. |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.
The Couture Club Limited
Notes to the Financial Statements for the Period from 2 February 2025 to 31 January 2026
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
The group uses forward foreign exchange contracts to manage its exposure to US dollar and Euro purchase costs. Derivative financial instruments are measured at fair value through profit or loss. Hedge accounting is not applied. The fair value of forward contracts outstanding at the reporting date is not material to the financial statements and has not been recognised.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Fixtures and fittings |
25% Reducing balance |
|
Computer equipment |
33% Straight line |
|
Motor vehicles |
20% Reducing balance |
The Couture Club Limited
Notes to the Financial Statements for the Period from 2 February 2025 to 31 January 2026
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Website |
20% Straight line |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
The Couture Club Limited
Notes to the Financial Statements for the Period from 2 February 2025 to 31 January 2026
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
The Couture Club Limited
Notes to the Financial Statements for the Period from 2 February 2025 to 31 January 2026
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
|
Turnover |
The analysis of the group's turnover for the period from continuing operations is as follows:
|
2026 |
2025 |
|
|
Sale of goods |
|
|
The analysis of the group's turnover for the period by market is as follows:
|
2026 |
2025 |
|
|
UK |
|
|
|
Europe |
|
|
|
|
|
|
Other operating income |
The analysis of the group's other operating income for the period is as follows:
|
2026 |
2025 |
|
|
Miscellaneous other operating income |
|
|
|
Management charges receivable |
- |
75,745 |
|
|
|
|
Other gains and losses |
The analysis of the group's other gains and losses for the period is as follows:
|
2026 |
2025 |
|
|
Gain/(loss) on disposal of tangible assets |
|
( |
|
Operating profit |
Arrived at after charging/(crediting)
The Couture Club Limited
Notes to the Financial Statements for the Period from 2 February 2025 to 31 January 2026
|
2026 |
2025 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Research and development cost |
|
|
|
Operating lease expense - other |
|
|
|
(Profit)/loss on disposal of property, plant and equipment |
( |
|
|
Other interest receivable and similar income |
|
2026 |
2025 |
|
|
Interest income on bank deposits |
|
- |
|
Interest payable and similar expenses |
|
2026 |
2025 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
|
Interest expense on other finance liabilities |
|
|
|
Foreign exchange (losses)/gains |
( |
|
|
( |
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2026 |
2025 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Recruitment costs |
|
|
|
Other employee expense |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:
The Couture Club Limited
Notes to the Financial Statements for the Period from 2 February 2025 to 31 January 2026
|
2026 |
2025 |
|
|
Production |
|
|
|
Administration and support |
|
|
|
Marketing |
|
|
|
Distribution |
|
|
|
Other departments |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the period was as follows:
|
2026 |
2025 |
|
|
Remuneration (including benefits in kind) |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
197,822 |
243,748 |
During the period the number of directors who were receiving benefits and share incentives was as follows:
|
2026 |
2025 |
|
|
Accruing benefits under money purchase pension scheme |
|
|
|
Auditors' remuneration |
|
2026 |
2025 |
|
|
Audit of these financial statements |
15,000 |
- |
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2026 |
2025 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
|
|
Tax expense in the income statement |
|
|
The Couture Club Limited
Notes to the Financial Statements for the Period from 2 February 2025 to 31 January 2026
The tax on profit before tax for the period is the same as the standard rate of corporation tax in the UK (2025 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2026 |
2025 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Tax decrease from effect of capital allowances and depreciation |
( |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Deferred tax expense from origination and reversal of timing differences |
|
|
|
Total tax charge |
|
|
Deferred tax
Group & Company
Deferred tax assets and liabilities
|
2026 |
Asset |
Liability |
|
- |
|
|
|
- |
|
|
2025 |
Asset |
Liability |
|
- |
|
|
|
- |
|
|
Intangible assets |
Group
The Couture Club Limited
Notes to the Financial Statements for the Period from 2 February 2025 to 31 January 2026
|
Other intangible assets |
Total |
|
|
Cost or valuation |
||
|
At 2 February 2025 |
|
|
|
Additions internally developed |
|
|
|
At 31 January 2026 |
|
|
|
Amortisation |
||
|
At 2 February 2025 |
|
|
|
Amortisation charge |
|
|
|
At 31 January 2026 |
|
|
|
Carrying amount |
||
|
At 31 January 2026 |
|
|
|
At 1 February 2025 |
|
|
The aggregate amount of research and development expenditure recognised as an expense during the period is £
Company
|
Other intangible assets |
Total |
|
|
Cost or valuation |
||
|
At 2 February 2025 |
|
|
|
Additions internally developed |
|
|
|
At 31 January 2026 |
|
|
|
Amortisation |
||
|
At 2 February 2025 |
|
|
|
Amortisation charge |
|
|
|
At 31 January 2026 |
|
|
|
Carrying amount |
||
|
At 31 January 2026 |
|
|
|
At 1 February 2025 |
|
|
The aggregate amount of research and development expenditure recognised as an expense during the period is £
The Couture Club Limited
Notes to the Financial Statements for the Period from 2 February 2025 to 31 January 2026
|
Tangible assets |
Group
|
Furniture, fittings and equipment |
Motor vehicles |
Total |
|
|
Cost or valuation |
|||
|
At 2 February 2025 |
|
|
|
|
Additions |
|
- |
|
|
At 31 January 2026 |
|
|
|
|
Depreciation |
|||
|
At 2 February 2025 |
|
|
|
|
Charge for the period |
|
|
|
|
At 31 January 2026 |
|
|
|
|
Carrying amount |
|||
|
At 31 January 2026 |
|
|
|
|
At 1 February 2025 |
|
|
|
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
|
2026 |
2025 |
|
|
Motor Vehicles |
125,707 |
157,134 |
Company
The Couture Club Limited
Notes to the Financial Statements for the Period from 2 February 2025 to 31 January 2026
|
Furniture, fittings and equipment |
Motor vehicles |
Total |
|
|
Cost or valuation |
|||
|
At 2 February 2025 |
|
|
|
|
Additions |
|
- |
|
|
At 31 January 2026 |
|
|
|
|
Depreciation |
|||
|
At 2 February 2025 |
|
|
|
|
Charge for the period |
|
|
|
|
At 31 January 2026 |
|
|
|
|
Carrying amount |
|||
|
At 31 January 2026 |
|
|
|
|
At 1 February 2025 |
|
|
|
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
|
2026 |
2025 |
|
|
Motor Vehicles |
125,707 |
157,134 |
|
Investments |
Group
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2026 |
2025 |
|||
|
Subsidiary undertakings |
||||
|
|
40-42 Matthews Street Higher Ardwick, Manchester, England, M12 5BB |
|
|
|
|
England & Wales |
||||
The Couture Club Limited
Notes to the Financial Statements for the Period from 2 February 2025 to 31 January 2026
Subsidiary undertakings
|
Il Sarto Milano Limited
|
For the period ending 31 January 2026 the subsidiary Il Sarto Milano Limited was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies.
The principal activity of IL Sarto Milano Limited is fashion design and retail..
Company
|
2026 |
2025 |
|
|
Investments in subsidiaries |
- |
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 2 February 2025 |
|
|
Additions |
|
|
At 31 January 2026 |
|
|
Provision |
|
|
Provision |
|
|
Carrying amount |
|
|
At 31 January 2026 |
- |
|
At 1 February 2025 |
|
|
Stocks |
|
Group |
Company |
|||
|
2026 |
2025 |
2026 |
2025 |
|
|
Finished goods and goods for resale |
|
|
|
|
|
Provision for obsolete inventory |
( |
( |
( |
( |
|
|
|
|
|
|
Group
Company
|
Debtors |
The Couture Club Limited
Notes to the Financial Statements for the Period from 2 February 2025 to 31 January 2026
|
Group |
Company |
||||
|
Current |
Note |
2026 |
2025 |
2026 |
2025 |
|
Trade debtors |
|
|
|
|
|
|
Amounts owed by related parties |
|
|
|
|
|
|
Other debtors |
|
|
|
|
|
|
Prepayments |
|
|
|
|
|
|
|
|
|
|
||
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2026 |
2025 |
2026 |
2025 |
|
|
Cash on hand |
- |
|
- |
|
|
Cash at bank |
|
|
|
|
|
|
|
|
|
|
|
Creditors |
|
Group |
Company |
||||
|
Note |
2026 |
2025 |
2026 |
2025 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Trade creditors |
|
|
|
|
|
|
Amounts due to related parties |
|
|
|
|
|
|
Social security and other taxes |
|
|
|
|
|
|
Outstanding defined contribution pension costs |
|
|
|
|
|
|
Other payables |
|
|
|
|
|
|
Accruals |
|
|
|
|
|
|
Income tax liability |
843,640 |
516,774 |
839,826 |
516,774 |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Provisions for liabilities |
Group
The Couture Club Limited
Notes to the Financial Statements for the Period from 2 February 2025 to 31 January 2026
|
Deferred tax |
Total |
|
|
At 2 February 2025 |
|
|
|
Increase (decrease) in existing provisions |
|
|
|
At 31 January 2026 |
|
|
|
|
||
Company
|
Deferred tax |
Total |
|
|
At 2 February 2025 |
|
|
|
Increase (decrease) in existing provisions |
|
|
|
At 31 January 2026 |
|
|
|
|
||
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
|
Share capital |
Allotted, called up and fully paid shares
|
2026 |
2025 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
72.00 |
|
72 |
|
|
|
1.60 |
- |
- |
|
|
|
|
|
|
On 13 November 2025, the company allotted 1,600,000 B ordinary shares of £0.000001 each for cash at par, for aggregate consideration of £1.60. The B ordinary shares carry no voting or dividend rights and on a winding up are entitled to capital only, subject to the restrictions in the articles of association.
The Couture Club Limited
Notes to the Financial Statements for the Period from 2 February 2025 to 31 January 2026
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2026 |
2025 |
2026 |
2025 |
|
|
Bank borrowings |
- |
|
- |
- |
|
Hire purchase contracts |
|
|
|
|
|
|
|
|
|
|
Current loans and borrowings
|
Group |
Company |
|||
|
2026 |
2025 |
2026 |
2025 |
|
|
Bank borrowings |
|
|
- |
- |
|
Hire purchase contracts |
|
|
|
|
|
|
|
|
|
|
|
Obligations under leases and hire purchase contracts |
Group & Company
Operating leases
The total of future minimum lease payments is as follows:
|
2026 |
2025 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the period was £
|
Commitments |
Group & Company
Other financial commitments
The Couture Club Limited
Notes to the Financial Statements for the Period from 2 February 2025 to 31 January 2026
|
Related party transactions |
Group & Company
The company holds 90% of the issued share capital of Il Sarto Milano Limited. At the start of the period, the subsidiary owed the company £109,136, comprising a loan of £37,469 and trading balances of £71,667. During the period the company waived balances of £100,277 owed to it by the subsidiary (a loan of £28,657 and trading balances of £71,620). The waiver has been accounted for as an additional investment in the subsidiary, which has been fully impaired. At the balance sheet date no amounts were owed by the subsidiary (2025: £109,136).
During the prior period the company charged management fees of £6,462 to Il Sarto Milano Ltd. No management fees were charged during the current period.
The company's A ordinary shares are held principally by two corporate shareholders, which together hold 98.8% (2025: 100%) of the A ordinary shares. At the balance sheet date, amounts of £9,456 (2025: £31,983) were owed by the group to these shareholders and are included in creditors due within one year. These balances are interest free, unsecured and repayable on demand. £728,000 (2025: £318,000) were paid to the corporate shareholders in the year.
At the balance sheet date, amounts of £50,859 (2025: £44,825) were owed to the company by companies controlled by the directors. These balances are interest free, unsecured and repayable on demand.
During the period the company paid rent of £20,000 (2025: £20,000) to a company controlled by the directors.
During the prior period the company charged management fees of £75,745 to companies controlled by the directors. No management fees were charged during the current period.
|
Financial instruments |
Group
Categorisation of financial instruments
|
31 January 2026 |
1 February 2025 |
|
|
Financial assets measured at fair value through profit or loss |
|
|
|
Financial liabilities measured at fair value through profit or loss |
|
|
|
Parent and ultimate parent undertaking |
The Couture Club Limited has no parent undertaking and there is no ultimate controlling party as no shareholder holds a controlling interest in the company.