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Registered number: 13223791












ELEVATE BRANDS TRADING UK PTY LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

 

ELEVATE BRANDS TRADING UK PTY LTD

CONTENTS



Page
Company information
 
1
Balance sheet
 
2
Notes to the financial statements
 
3 - 8


 

ELEVATE BRANDS TRADING UK PTY LTD
 
COMPANY INFORMATION


Directors
J C Bell 
R P Mukherjee 




Company secretary
Bishop & Sewell Secretaries Limited



Registered number
13223791



Registered office
59-60 Russell Square

London

WC1B 4HP




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1


 
REGISTERED NUMBER:13223791
ELEVATE BRANDS TRADING UK PTY LTD

BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
2021
Note
$
$

Fixed assets
  

Fixed asset investments
 4 
2,819,845
2,819,845

Current assets
  

Debtors: amounts falling due within one year
 5 
135
135

Creditors: amounts falling due within one year
 6 
(3,082,326)
(2,364,649)

Net current liabilities
  
 
 
(3,082,191)
 
 
(2,364,514)

Total assets less current liabilities
  
(262,346)
455,331

Provisions for liabilities
  

Other provisions
 7 
-
(564,122)

  
 
 
-
 
 
(564,122)

Net liabilities
  
(262,346)
(108,791)


Capital and reserves
  

Called up share capital 
 8 
135
135

Profit and loss account
  
(262,481)
(108,926)

Deficiency on shareholders' funds
  
(262,346)
(108,791)


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




J C Bell
Director

Date: 21 September 2024

The notes on pages 3 to 8 form part of these financial statements.

Page 2

 

ELEVATE BRANDS TRADING UK PTY LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

Elevate Brands Trading UK PTY LTD is a private company limited by shares incorporated in England and Wales. The address of its registered office is 59-60 Russell Square, London, United Kingdom, WC1B 4HP.
The financial statements are presented in United States Dollars ($), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.
The comparative period represents the period from incorporation on the 22 June 2021 to 31 December
2021.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

The company, and the group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and group are considered eligible for the exemption to prepare consolidated accounts.

 
2.3

Going concern

The directors of the company have received assurances from the company's parent and wider group confirming their intention to support the company for a period of at least twelve months from the date of approval of these financial statements. The immediate parent company, Elevate Brands OpCo LLC, has provided a letter of support.
Subsequent to the year end the Elevate Group was acquired by the SellerX Group. Since that date the ultimate parent company became MXP Prime Platform GmbH. In considering the going concern assumption, the directors have considered SellerX Group's ('the group's') future cash flow forecasts, with an expectation that the group will complete a re-negotiation of the group's loan facilities in the fourth quarter of 2024, and that these negotiations will be successful. However, the absence of the loan facilities at the date of approval of these financial statements to cover the group’s projected future cash flows, indicates the existence of a material uncertainty which may cast doubt over the ability of the company to continue as a going concern.
Notwithstanding this, the re-negotiations are currently underway and thus the directors are confident that the group will have adequate funding to continue in operational existence for the foreseeable future. Accordingly, the directors have adopted the going concern basis in preparing these financial statements.

Page 3

 

ELEVATE BRANDS TRADING UK PTY LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is USD.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

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

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

 
2.5

Finance costs

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

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.7

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.8

Financial instruments

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Page 4

 

ELEVATE BRANDS TRADING UK PTY LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)




2.8
 (continued)


Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Page 5

 

ELEVATE BRANDS TRADING UK PTY LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)




2.8
 (continued)

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.


3.


Employees

The average monthly number of employees, including the directors, during the year was as follows:


      Year ended
     31 December
     Period ended
      31 December
        2022
        2021
            No.
            No.







Directors
2
3

Page 6

 

ELEVATE BRANDS TRADING UK PTY LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

4.


Fixed asset investments





Investments in subsidiary companies

$



Cost 


At 1 January 2022
2,819,845





5.


Debtors

2022
2021
$
$


Amounts owed by group undertakings
135
135


Amounts owed by group undertakings are unsecured, interest free and are repayable on demand.


6.


Creditors: Amounts falling due within one year

2022
2021
$
$

Amounts owed to group undertakings
3,045,455
2,339,778

Accruals
36,871
24,871

3,082,326
2,364,649


Amounts owed to group undertakings are unsecured, bear interest at 5% per annum and are repayable on demand.


7.


Provisions





Deferred consideration

$





At 1 January 2022
564,122


Utilised in year
(564,122)



At 31 December 2022
-

Page 7

 

ELEVATE BRANDS TRADING UK PTY LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

8.


Share capital

2022
2021
$
$
Allotted, called up and fully paid



100 (2021 - 100) Ordinary shares of £1.00 each
135
135



9.


Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party
Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.


10.


Parent undertaking

At the balance sheet date, the smallest group for which consolidated financial statements are drawn up is headed by Elevate Brands HoldCo Inc. whose registered office is 82 Nassau St #60375, New York, NY 10038.


11.


Auditor's information

The auditor's report on the financial statements for the year ended 31 December 2022 was unqualified.

In their report, the auditor emphasised the following matter without qualifying their report:

Material uncertainty related to going concern
We draw attention to note 2.3 in the financial statements, which indicates that whilst the directors expect that the group will be able to re-negotiate its loan facilities in the fourth quarter of 2024, in order for the group to continue its operations, the absence of this committed funding at the date of approval of these financial statements does however indicate the existence of a material uncertainty. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
 

The audit report was signed on 24 September 2024 by James Rimell (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.

 
Page 8