REGISTERED NUMBER: 02455446 (England and Wales)

for

Page

Company Information  

1

Strategic Report  

2

Report of the Director  

4

Report of the Independent Auditors  

5

Statement of Income and Retained Earnings  

9

Balance Sheet  

10

Notes to the Financial Statements

11

DIRECTOR:

A D Norford

REGISTERED OFFICE:

Unit 20

Strawberry Lane Industrial Estate

Strawberry Lane

Willenhall

West Midlands

WV13 3RS

REGISTERED NUMBER:

02455446 (England and Wales)

AUDITORS:

Elsby & Co (Sywell) Ltd

Statutory Auditors

155 Wellingborough Road

Rushden

Northamptonshire

NN10 9TB

The director presents his strategic report for the year ended 28 February 2025.

REVIEW OF BUSINESS

The company is engaged in the supply of radiator and bathroom products to the heating and plumbing industry.

Turnover has decreased slightly which reflects the difficult trading conditions resulting from economic factors. Despite that, the company was able to maintain its gross profit ratio at 35.1%. Overheads have increased this year and as a result, Operating Profits reduced to £302k (2024 £342k).

Management have considered the operational results after the year end and are committed to making positive change in order to improve results.

A loan balance owed by a group company was waived, resulting in a charge to the Profit & Loss Account of £463k. As a result, Net Assets of the company decreased by 7.5% to £1.9m (2024 - £2.0m).

PRINCIPAL RISKS AND UNCERTAINTIES

Strategic, financial, commercial, operational, social, environmental and ethical risks are all considered as part of the group's controls, which are designed to manage rather than eliminate the risk of failure to achieve business objectives. Therefore, they can only provide reasonable, not absolute, assurance against material misstatement or loss.

Although at present there are no immediate risks considered likely to have a significant impact on the short or long-term value of the company, the principal risks identified are as follows:

Liquidity risks:

The company is part of a group which relies on bank lending facilities which require it to trade within certain financial criteria. Management closely manages the financial position of the company and group and reviews future cash flows on a regular basis, in order to meet the conditions. The director is confident that the group has sufficient cash facilities to enable it to trade within its terms and to continue to meet its liabilities as they fall due.

The company sometimes helps the group by providing funding for other group companies, when needed. Management carefully considers the cash flow position of the company in determining whether to provide such assistance.

Market risks:

The current economic climate is quite challenging, with global events such as war and tariff changes, and a tough UK economy, and the company has taken various measures to reduce its cost base to minimise risk.

Credit risks:

The group's credit risk is primarily attributable to its trade debtors. The amounts presented in the balance sheet are net of allowances for doubtful debts, estimated by the management based on prior experience, the current economic environment and specific customer issues. The company has implemented policies that require appropriate credit checks on potential customers or review of existing customer credit history before a sale is made together with having in force a credit insurance policy.

Competitive risk:

The company operates in a competitive industry where price is important. Conditions which can suddenly affect the buying price present a risk, such as exchange rates, as the company sources a significant amount of its supplies from overseas. To manage this risk, the company closely monitors foreign exchange rates and reacts accordingly.

FINANCIAL INSTRUMENTS

The Company's principal financial instruments are comprised of bank balances, invoice discounting, trade debtors and trade creditors. The main purpose of these instruments is to provide finance for the company's operations.

In respect of bank balances and asset based lending, the company manages its cashflow tightly, and monitors the relationship between these financial instruments, ensuring there are sufficient funds to meet amounts due, and that the company is operating within contractual limits.

Trade debtors and the invoice discounting facility are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers, together with insurance against bad debts.

Trade creditor risk is managed by close relationships with key suppliers and ensuring that sufficient funds are available to meet amounts due

DEVELOPMENT AND PERFORMANCE

The company's key performance indicators include turnover, gross profit margin, net profit before taxation and net assets.

2025

2024

% change

Turnover

£11.1M

£11.4M

-2.8%

Gross profit margin %

35.1%

35.5%

-0.4%

Net profit before taxation, excluding exceptional items

£290K

£329K

-153%

Net assets

£1.9M

£2.0M

-7.5%

The net assets position was impacted by the waiver of a group loan balance of £463k.11:34

FUTURE DEVELOPMENTS

Management are exploring ways to fuel growth whilst similarly reviewing operational efficiencies and are confident of improving results.

ON BEHALF OF THE BOARD:

A D Norford - Director

25 November 2025

The director presents his report with the financial statements of the company for the year ended 28 February 2025.

DIVIDENDS

No dividends will be distributed for the year ended 28 February 2025.

DIRECTOR

A D Norford held office during the whole of the period from 1 March 2024 to the date of this report.

DISCLOSURE IN THE STRATEGIC REPORT

The company has chosen, in accordance with section 414C(11) of the Companies Act 2006, and as noted in the Report of the Directors, to include certain matters in its Strategic Report that would otherwise be required to be disclosed in the Report of the Directors.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

ON BEHALF OF THE BOARD:

A D Norford - Director

25 November 2025

Opinion

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 Auditors' 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 financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors 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.

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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.  We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-

the information given in the Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-

the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Director.

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 director's remuneration specified by law are not made; or

-

we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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:

We considered the nature of the company's industry and its control environment, and discussed the Company's policies and procedures relating to fraud and compliance with laws and regulations.

We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:

- had a direct effect on the determination of material amounts and disclosures in the financial statements; and

-do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs ( UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

-reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

-performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

-enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Carl Elsby ACA (Senior Statutory Auditor)

for and on behalf of Elsby & Co (Sywell) Ltd

Statutory Auditors

155 Wellingborough Road

Rushden

Northamptonshire

NN10 9TB

25 November 2025

TURNOVER

4

11,089,852

11,410,166

Cost of sales

7,197,359

7,356,902

GROSS PROFIT

3,892,493

4,053,264

Administrative expenses

3,638,187

3,831,175

254,306

222,089

Other operating income

47,367

119,868

OPERATING PROFIT

6

301,673

341,957

Waiver of intercompany balance

7

463,217

-

(161,544

)

341,957

Interest payable and similar expenses

8

11,193

13,383

(LOSS)/PROFIT BEFORE TAXATION

(172,737

)

328,574

Tax on (loss)/profit

9

(19,479

)

59,681

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(153,258

)

268,893

Retained earnings at beginning of year

2,026,626

2,757,733

Dividends

10

-

(1,000,000

)

RETAINED EARNINGS AT END OF YEAR

1,873,368

2,026,626

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

233,067

325,980

233,067

325,980

CURRENT ASSETS

Stocks

14

3,247,561

2,623,695

Debtors

15

2,283,099

2,445,108

Cash at bank

149,806

135,646

5,680,466

5,204,449

CREDITORS

Amounts falling due within one year

16

3,961,649

3,382,637

NET CURRENT ASSETS

1,718,817

1,821,812

TOTAL ASSETS LESS CURRENT LIABILITIES

1,951,884

2,147,792

CREDITORS

Amounts falling due after more than one

year

17

(3,649

)

(26,820

)

PROVISIONS FOR LIABILITIES

21

(54,867

)

(74,346

)

NET ASSETS

1,893,368

2,046,626

CAPITAL AND RESERVES

Called up share capital

22

10,000

10,000

Capital redemption reserve

23

10,000

10,000

Retained earnings

23

1,873,368

2,026,626

SHAREHOLDERS' FUNDS

1,893,368

2,046,626

The financial statements were approved by the director and authorised for issue on 25 November 2025 and were signed by:

A D Norford - Director

1.

STATUTORY INFORMATION

Vogue (UK) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of Vogue UK Limited is pounds sterling.

2.

ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.  

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d).

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding value added tax and other sales taxes.

Turnover from the sale of goods is recognised when all the following conditions are satisfied:

- the Company has transferred the significant risks and rewards of ownership to the buyer

- the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

- the amount of revenue can be measured reliably;

- it is probable that the economic benefits associated with the transaction will flow to the Company; and

- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Intangible assets

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.  

Improvements to property

-

2% on cost

Plant and machinery

-

20% on reducing balance

Fixtures and fittings

-

20% on reducing balance

Motor vehicles

-

25% on reducing balance

Stocks

Stocks are stated at the lower of cost and net realisable value (being the estimated selling price less costs to complete and sell). Cost is based on the cost of purchase on a first in, first out basis after adjusting for obsolete and slow moving items. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount if reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the profit or loss.

Financial instruments

Taxation

Deferred tax

Foreign currencies

Leases

Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the statement of comprehensive income over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liabilities.

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Going concern

These financial statements have been prepared on a going concern basis, which the director believes to be appropriate. The company is part of a group of companies and some group companies have incurred losses in this financial period. This company provides cross-company guarantees to secure group debts. The director has reviewed the latest group forecasts for the following year and has a reasonable expectation that the company and the group have adequate resources to continue in operational existence for the foreseeable future. Therefore he continues to adopt the going concern basis of accounting in preparing the annual financial statements.

Employee benefits

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

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

received.

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

3.

CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

4.

TURNOVER

The turnover and loss (2024 - profit) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2025

2024

£   

£   

United Kingdom

9,924,011

10,434,611

Europe

631,854

651,417

Rest of world

533,987

324,138

11,089,852

11,410,166

5.

EMPLOYEES AND DIRECTORS

2025

2024

£   

£   

Wages and salaries

2,912,820

2,819,771

Social security costs

254,882

267,658

Other pension costs

54,494

63,847

3,222,196

3,151,276

The average number of employees during the year was as follows:

2025

2024

Management

1

1

Warehouse

15

15

Sales

18

18

Transport

6

6

Stock & operations

39

37

Finance

3

4

Office

4

6

86

87

2025

2024

£   

£   

Director's remuneration

-

-