Registered number:
FOR THE YEAR ENDED 30 JUNE 2024
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2XU UK LIMITED
COMPANY INFORMATION
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2XU UK LIMITED
CONTENTS
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2XU UK LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 30 JUNE 2024
The director presents his report and the financial statements for the year ended 30 June 2024.
The principal activity of the Company during the year was sales to customers of sporting apparel.
The results for the Company show a loss before taxation of £4,682 (2023: £544,861 loss) for the year and turnover of £Nil (2023: £Nil). The Company has net liabilities of £1,669,509 (2023: £1,665,792). The Company's cost of sales includes a transfer pricing credit adjustment of £Nil in line with Group policy (2023: credit adjustment of £Nil).
The loss for the year, after taxation, amounted to £3,717 (2023 - loss £544,861).
A dividend has not been proposed or paid during the year.
The directors who served during the year and up to the date of signing the financial statements were:
The financial statements have been prepared on a going concern basis.
The director has prepared the financial statements on the going concern basis, having obtained a signed letter of financial support from the parent company for a period of at least 12 months from the date of signing these financial statements. The director has also assessed the financial ability of the parent company to be able to provide financial support for a period of at least 12 months from the date of signing these financial statements. For this reason, the director continues to adopt the going concern basis for the preparation of the financial statements. Accordingly, these financial statements do not include any adjustments to the carrying amount or the classification of assets and liabilities that would result if the company were unable to continue as a going concern.
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2XU UK LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
2XU UK Limited relies on a related entity, the parent entity 2XU Holdings Pty Ltd, to supply product for trading activities along with marketing support.
2XU Holdings Pty Ltd has refinanced its borrowing arrangements to fund its capital growth and operating activities through a Shareholder loan with a term of 24 months.
The director expects that the Company will continue to operate the business consistent with the current financial year.
The key performance indicator for this entity is total revenues. Revenue decline this year was 0% (2023: decline of 100%).
Management monitors both these key performance indicators as part of its management reporting process and continues to be heavily involved in the day to day operations of the entity.
The Company did not undertake any research and development activities during the financial year, and there are no charges in the Income Statement in relation to Research and Development.
There were no branches outside the UK throughout the financial year and up until the date of this report.
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2XU UK LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
The director is responsible for preparing the Director's Report and the financial statements in accordance with applicable law and regulation..
In preparing these financial statements, the director is required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙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 to 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.
The auditors, Wisteria Audit Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
There have been no significant events affecting the Company since the year end.
In preparing this report, the director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
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2XU UK LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
This report was approved by the board on
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2XU UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF 2XU UK LIMITED
We have audited the financial statements of 2XU UK Limited (the 'Company') for the year ended 30 June 2024, which comprise; the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, 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).
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 United Kingdom, including the Financial Reporting Council'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.
We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a 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.
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2XU UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF 2XU UK LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The director is responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Director's Report has been prepared in accordance with applicable legal requirements.
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 Director's Report.
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2XU UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF 2XU UK LIMITED (CONTINUED)
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 Auditors' 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:
∙We obtained an understanding of the legal and regulatory frameworks applicable to the Company, and sector in which they operate. In addition, we concluded that there are certain significant laws and regulations that may have an effect on the determination of the amounts and disclosures in the financial statements such as: Financial Reporting Standard 102 Section 1A application in the UK and Republic of Ireland ('United Kingdom Generally Accepted Accounting Practice), Companies Act 2006 and taxations laws.
∙We understood how the Company are complying with those legal and regulatory frameworks through discussions with management and those charged with governance.
∙We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
°identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
°understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
°challenging assumptions and judgements made by management in its significant accounting estimates;
°identifying and testing journal entries, in particular any journal entries posted with unusual account combinations; and
°assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial statement item.
Our procedures to obtain sufficient appropriate audit evidence in response to the assessment risks of material misstatement due to fraud included:
∙Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations;
∙Performing a detailed review of the company’s year-end adjusting entries;
∙Enquiring of management with regard to actual and potential litigation and claims;
∙Carrying out substantive testing of journal entries to assess whether they are appropriate, and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business;
∙Performing a detailed review of key accounting estimates, including a respective review of outcomes against estimates included in the prior year’s financial statements and assessing whether the judgements made in arriving at the accounting estimates are indicative of potential bias; and
∙We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indicators of fraud or non-compliance with laws and regulations throughout the audit.
These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations.
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2XU UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF 2XU UK LIMITED (CONTINUED)
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 Auditors' 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 Auditors' 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.
for and on behalf of
Chartered Accountants and Statutory Auditors
Pikes End
London
HA5 2EX
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2XU UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
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2XU UK LIMITED
REGISTERED NUMBER: 09061680
BALANCE SHEET
AS AT 30 JUNE 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 12 to 18 form part of these financial statements.
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2XU UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
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2XU UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2XU UK Limited (the "Company'') is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and registered in England and Wales. The address of the registered office is 7 Bell Yard, London, England, WC2A 2JR. The nature of the Company's operations and its principal activities are set out in the Director's Report.
The financial statements have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland" ("FRS 102") and the Companies Act 2006.
3.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 4).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the 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 3 Financial Statement Presentation paragraph 3.17 (d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of 2XU International Pty Ltd as at 30 June 2024 and these financial statements may be obtained from Level 6, 534 Church Street, Cremorne, VIC 3121, Australia.
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2XU UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
3.Accounting policies (continued)
The financial statements have been prepared on a going concern basis.
The director has prepared the financial statements on the going concern basis, having obtained a signed letter of financial support from the parent company for a period of at least 12 months from the date of signing these financial statements. The director has also assessed the financial ability of the parent company to be able to provide financial support for a period of at least 12 months from the date of signing these financial statements. For this reason, the director continues to adopt the going concern basis for the preparation of the financial statements. Accordingly, these financial statements do not include any adjustments to the carrying amount or the classification of assets and liabilities that would result if the company were unable to continue as a going concern.
Functional and presentation currency
Transactions and balances
Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.
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2XU UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
3.Accounting policies (continued)
Collectability of trade debtors is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the carrying amount directly. An allowance account (provision for impairment of trade debtors) is used when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables.
Ordinary shares are classified as share capital.
The entity has applied IFRS 9 in respect of recognition and measurement of financial instruments.
(i) Financial assets Basic financial assets, including trade receivables and cash, are initially recognised at transaction price. Such assets are subsequently carried at cost using effective interest rate method. At the end of each reporting period financial assets are assessed for objective evidence of impairment. If there is an impairment loss, it is recognised in the income statement. (ii) Financial liabilities Basic financial liabilities, including trade and other payables, are initially recognised at transaction price.
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2XU UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
3.Accounting policies (continued)
Trade payables 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 payment is due within one year or less. If not, they are recognised as non-current liabilities.
(iii) Offsetting Financial assets and financial liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to offset the recognised amounts and the intention is to settle on a net basis.
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2XU UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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2XU UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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2XU UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Profit and loss account
The Company's immediate parent company is 2XU International Pty Ltd, a company registered in Australia and the ultimate controlling party is Trivantage Holdings Pte Ltd.
The smallest group of undertakings for which the Company is a member of and consolidated financial statements are prepared is 2XU Holdings Pty Ltd, and the largest group is Trivantage Holdings Pte Ltd. Copies of the 2XU Holdings Pty Ltd consolidated financial statements can be obtained from the Company Secretary at 2XU Holdings Pty Ltd, Level 6, 534 Church Steet, Cremorne, VIC 3121, Australia.
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