AEFFE UK LIMITED - Limited company accounts 22.3

REGISTERED NUMBER: 03455938 (England and Wales)

REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021

FOR

AEFFE UK LIMITED

T/A

ALBERTA FERRETTI

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTOR:

S Badioli

REGISTERED OFFICE:

28/29 Conduit Street

London

W1S 2YB

REGISTERED NUMBER:

03455938 (England and Wales)

SENIOR STATUTORY AUDITOR:

Adil Divecha

AUDITORS:

Ward Divecha Limited

Chartered Accountants &

Statutory Auditors

29 Welbeck Street

London

W1G 8DA

BANKERS:

Barclays Bank PLC

PO Box 6193

Basingstoke

Berkshire

RG21 3RX

ULTIMATE HOLDING:

Aeffe Spa

A company incorporated in italy

The director presents his report with the financial statements of the company for the year ended 31 December 2021.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of retailers of ladies designer clothing and accessories.

POST BALANCE SHEET EVENT

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

S Badioli has held office during the whole of the period from 1 January 2021 to the date of this report.

Other changes in directors holding office are as follows:

M Tassinari - resigned 17 December 2021

The interests of the directors in the shares of the ultimate parent company are publicly available from Aeffe S.p.a., Via Delle Querce 51, 47842 S.Gionvanni in Marignano, Rimini, Italy.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Ward Divecha Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

S Badioli - Director

9 December 2022

Opinion

We have audited the financial statements of AEFFE UK LIMITED (the 'company') for the year ended 31 December 2021 which comprise the Income Statement, Other 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 December 2021 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 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.

However, with respects to the opening balances and comparative information shown on the financial statements, we have not sought to obtain further audit evidence as the financial statements for the previous year were not audited. In forming our opinion, we have used other audit evidence to evaluate the overall adequacy of the information shown on the financial statements. We believe that the audit evidence that we have obtained, is sufficient and appropriate to provide a basis of our opinion.

Conclusions relating to going concern

Refer to emphasis of matter below.

Emphasis of matter

We draw attention to Note 18 to the financial statements which explains that the director ceased the trading after yearend and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepare on a basis other than going concern as described in Note 18.

Our opinion is not modified in respect of this matter.

Other information

The director is responsible for the other information. The other information comprises the information in 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has 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 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; or

-	the director was not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, 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.

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatements in respect of irregularities, including fraud and non-compliance and regulations, we considered the following:

- the nature of the industry and sector, control environment and business performance including the design of company's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets.

- results of our enquiries of management about their own identification and assessment of the risks and irregularities;

- any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified that greatest potential for fraud is revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context include the UK Companies Act, pension legislation and tax legislation.

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.

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.

Adil Divecha (Senior Statutory Auditor)

for and on behalf of Ward Divecha Limited

Chartered Accountants &

Statutory Auditors

29 Welbeck Street

London

W1G 8DA

12 December 2022

TURNOVER

3

823,314

837,369

Cost of sales

372,485

321,060

GROSS PROFIT

450,829

516,309

Administrative expenses

1,967,198

1,717,752

(1,516,369

)

(1,201,443

)

Other operating income

607,304

593,854

OPERATING LOSS

5

(909,065

)

(607,589

)

Interest receivable and similar income

-

89

(909,065

)

(607,500

)

Interest payable and similar expenses

6

977

(5,477,678

)

(LOSS)/PROFIT BEFORE TAXATION

(910,042

)

4,870,178

Tax on (loss)/profit

7

-

-

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(910,042

)

4,870,178

(LOSS)/PROFIT FOR THE YEAR

(910,042

)

4,870,178

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(910,042

)

4,870,178

FIXED ASSETS

Tangible assets

8

115,989

265,098

CURRENT ASSETS

Stocks

9

584,641

703,536

Debtors

10

508,071

512,271

Cash at bank and in hand

118,134

168,532

1,210,846

1,384,339

CREDITORS

Amounts falling due within one year

11

2,606,492

2,019,052

NET CURRENT LIABILITIES

(1,395,646

)

(634,713

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(1,279,657

)

(369,615

)

CAPITAL AND RESERVES

Called up share capital

13

310,000

310,000

Retained earnings

14

(1,589,657

)

(679,615

)

SHAREHOLDERS' FUNDS

(1,279,657

)

(369,615

)

The financial statements were approved by the director and authorised for issue on 9 December 2022 and were signed by:

S Badioli - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2020

310,000

(5,549,793

)

(5,239,793

)

Changes in equity

Total comprehensive income

-

4,870,178

4,870,178

Balance at 31 December 2020

310,000

(679,615

)

(369,615

)

Changes in equity

Total comprehensive income

-

(910,042

)

(910,042

)

Balance at 31 December 2021

310,000

(1,589,657

)

(1,279,657

)

1.	STATUTORY INFORMATION

AEFFE 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.

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 exemption 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 requirements of Section 33 Related Party Disclosures paragraph 33.1A

Turnover

Turnover represents amounts receivable for goods and services net of VAT and trade discounts.

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation.Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, as follows,

Leasehold Premises Over the period of the lease on a straight line basis

Furniture,Fittings & Equipment 12.5%-25% straight line

Government grants

Grants are accounted under the accruals model as permitted by FRS102. Grants of a revenue nature, including coronavirus Job retention scheme are recognized within other operating income in the profit and loss account in the same period as the related expenditure.

Stocks

Stocks are valued at the lower of cost and selling price less selling costs, after making due allowance for obsolete and slow moving items.

Foreign currencies

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Leasing

Rental Payable under operating leases are charged against income on a straight line basis over the lease terms.

Going concern

Aeffe Spa, the company's parent company, has confirmed that it will provide such financial assistance as is necessary to support the company for the foreseeable future. On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis.

3.

TURNOVER

The turnover and profit before taxation are attributed to the principal activities of the company. This being the retail sales clothing.

The total turnover of the company for the year has been derived from its principal activities wholly undertaken in the United Kingdom.

4.	EMPLOYEES AND DIRECTORS

2021

2020

£

£

Wages and salaries

180,580

140,963

Social security costs

17,374

23,820

Other pension costs

2,153

2,045

200,107

166,828

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

2021

2020

Retail & Sales

6

6

Management & Administration

1

1

7

7

2021

2020

£

£

Directors' remuneration

-

-

5.	OPERATING LOSS

The operating loss is stated after charging:

2021

2020

£

£

Depreciation - owned assets

150,918

149,568

Auditors' remuneration

5,000

-

Foreign exchange differences

-

959

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2021

2020

£

£

Bank interest

977

3,954

Loan write back

-

(5,481,632

)

977

(5,477,678

)

Last year the directors of Aeffe SPA (Italy) parent company, have reviewed the loan and outstanding debts from Aeffe UK Ltd and have taken a view that the amounts are not recoverable and have written off the amounts due. Hence, the amount written back in Aeffe UK Ltd accounts.

7.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2021 nor for the year ended 31 December 2020.

8.	TANGIBLE FIXED ASSETS

Improvement

to

Plant and

property

machinery

Totals

£

£

£

COST

At 1 January 2021

1,320,629

49,893

1,370,522

Additions

-

1,809

1,809

At 31 December 2021

1,320,629

51,702

1,372,331

DEPRECIATION

At 1 January 2021

1,077,352

28,072

1,105,424

Charge for year

139,004

11,914

150,918

At 31 December 2021

1,216,356

39,986

1,256,342

NET BOOK VALUE

At 31 December 2021

104,273

11,716

115,989

At 31 December 2020

243,277

21,821

265,098

9.

STOCKS

2021

2020

£

£

Finished goods

584,641

703,536

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2021

2020

£

£

Trade debtors

7,459

3,540

Amounts owed by group undertakings

18,396

127,428

Other debtors

5

142

VAT

42,468

15,350

Prepayments and accrued income

439,743

365,811

508,071

512,271

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2021

2020

£

£

Bank loans and overdrafts (see note 12)

280,000

-

Trade creditors

588,227

409,732

Amounts owed to group undertakings

1,721,171

1,517,635

Social security and other taxes

5,094

35,960

Other creditors

-

1,337

Accrued expenses

12,000

54,388

2,606,492

2,019,052

12.

LOANS

An analysis of the maturity of loans is given below:

2021

2020

£

£

Amounts falling due within one year or on demand:

Bank loans

280,000

-

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2021

2020

value:

£

£

310,000

Ordinary Shares

1

310,000

310,000

14.

RESERVES

Retained

earnings

£

At 1 January 2021

(679,615

)

Deficit for the year

(910,042

)

At 31 December 2021

(1,589,657

)

15.	ULTIMATE PARENT COMPANY

The directors consider the immediate and ultimate controlling party to be Aeffe Spa, a company incorporated in Italy.Copies of its consolidated financial statements can be obtained from Via delle querce, 51-47842 S.Givanni in Marignano,Italy.

16.	OTHER FINANCIAL COMMITMENTS

The Company leases a building under an operating lease which will expire on 19th of October 2022.

The total minimum lease payments under non-cancellable operating leases are payable as follows:-

Land and

Buildings

2021

2020

Expiry date:

£

£

Within one year

1,080,000

1,400,000

After one year but within five years

-

1,080,000

1,080,000

2,480,000

17.	RELATED PARTY DISCLOSURES

During the year the company was charged for accounting services £14,000 (2020: £14,000) to Fashoff UK Limited. Included within trade credtitors balance there is an amount owed to Fashoff UK Ltd of £43,790 .

Also as at 31st December 2021, the company owed £13,128 (2020: £4,541) to Fashoff UK Limited.

18.	POST BALANCE SHEET EVENTS

The company has ceased trading on 19th of October 2022. Fixed assets were fully depreciated after the year end.Also the remaining stock was returned to Aeffe SPA in Italy.