Registered number:
FOR THE YEAR ENDED 30 DECEMBER 2024
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TOXARIS LIMITED
CONTENTS
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TOXARIS LIMITED
COMPANY INFORMATION
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TOXARIS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 DECEMBER 2024
The directors present their report and the financial statements for the year ended 30 December 2024.
The directors who served during the year were:
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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TOXARIS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 DECEMBER 2024
The directors are responsible for preparing the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the company's financial statements 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 directors are 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 them to ensure that the financial statements comply with the Companies Act 2006. They are 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.
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TOXARIS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TOXARIS LIMITED
FOR THE YEAR ENDED 30 DECEMBER 2024
We have audited the financial statements of Toxaris Limited (the 'company') for the year ended 30 December 2024, which comprise the Profit and loss account, the Balance sheet 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 Auditor's 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 draw attention to note 2.2 in the financial statements, which indicates that the Company is reliant on its ultimate parent company, Thrasio Holdings, Inc., for financial support. The Company is in receipt of a letter of support from Thrasio Holdings, Inc.
Note 2.2 explains that Thrasio Holdings Inc. entered into a Restructuring Support Agreement with various of its debt lenders and initiated and emerged from a prearranged court supervised Chapter 11 process. The capability of the financial support required by the Company being available is subject to the wider Thrasio group operating profitability following a process of simplification and cost reduction. The group forecasts indicate that this can occur, however sufficient historical experience is not in place to indicate a sufficient level of certainty. As stated in note 2.2, these events or conditions 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 director’s use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the director’s assessment of the Company's ability to continue to adopt the going concern basis of accounting included communication with management and those charged with governance to understand the Thrasio group's ability to provide support, including obtaining information in respect of the group's Restructuring Support Agreement and their expectations in respect of successful fundraising to date.
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TOXARIS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TOXARIS LIMITED (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' 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 Directors' report.
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TOXARIS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TOXARIS LIMITED (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company's sector;
∙we focussed on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙tested a sample of journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HM Revenue and Customs.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non compliance. Auditing standards also limit the audit procedures required to identify non compliance with laws and regulations to enquiry of the director and other management and the inspection of regulatory and legal correspondence, if any.
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TOXARIS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TOXARIS LIMITED (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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 Auditor's 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.
for and on behalf of
Chartered Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
WC2B 5AH
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TOXARIS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 DECEMBER 2024
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TOXARIS LIMITED
BALANCE SHEET
AS AT 30 DECEMBER 2024
The financial statements were approved, authorised and were signed by the sole director:
The notes on pages 10 to 16 form part of these financial statements.
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TOXARIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2024
Toxaris Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is 54 Portland Place, London, W1B 1DY.
2.Accounting policies
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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company is reliant on the financial support of its ultimate parent company. The director is in receipt of a letter of financial support from Thrasio Holdings, Inc., which confirms the wider group's intention to provide support. This letter also confirms there is no intention to recall intra-group working capital balances within twelve months of the date of signing of these financial statements. They also confirm their intention to provide additional financial support when required to ensure the Company's ability to continue in operational existence for at least twelve months from the date of signing of these financial statements.
On 28 February 2024, the ultimate parent company, Thrasio Holdings, Inc., entered into a Restructuring Support Agreement with 81% of its revolving credit facility lenders and approximately 88% of its term loan lenders intended to eliminate approximately $495 million of debt from Thrasio Holdings, Inc. and its subsidiaries’ balance sheets, defer all interest payments on senior debt in the first-year post-emergence and raise new capital into the Group. To implement the terms of the Restructuring Support Agreement, Thrasio Holdings, Inc. initiated a pre-arranged court-supervised Chapter 11 process in the U.S. Bankruptcy Court for the District of New Jersey. Thrasio UK Holdings, and its UK subsidiary companies, are included in this Restructuring Support Agreement.
Thrasio Holdings, Inc. and the wider group, continued to operate its business normally and without interruption throughout the Chapter 11 process and emerged from the bankruptcy process on 18 June 2024. Thrasio Holdings, Inc. has received $90 million in new financing from certain of its lenders. This new capital is intended to provide liquidity to support Thrasio Holdings, Inc. and the wider group for continued operation of the Thrasio brands, support ongoing business operations and provide the wider group access to new capital to support business operations going forward. Thrasio Holdings, Inc. has an accumulated deficit of $255.5 million as of 31 December 2024 including the impact of its net loss of $128.1 million for the period ended 31 December 2024. Net cash used in operating activities was $88.3 million for the period ended 31 December 2024. The successful execution of Thrasio Holding, Inc.’s plans, which include operating the wider group profitably as a result of simplification and cost reduction, are necessary for the wider group to continue operations and to therefore enable it to provide support to Thrasio UK Holdings Limited. In addition, the wider group’s ability to continue as a going concern is contingent upon its ability to comply with the financial and other covenants contained in the Exit Facility following emergence from Chapter 11. These conditions and the ability to successfully meet the requirements under the Exit Facility, including the interest payments, impact the wider group’s ability to continue as a going concern.
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TOXARIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2024
2.Accounting policies (continued)
Due to the Company's reliance on Thrasio Holdings, Inc. for financial support, these factors represent a material uncertainty which may cast significant doubt over the Company's ability to meet its liabilities as they fall due within twelve months from the date of signing of these financial statements.
Notwithstanding the inherent material uncertainty above and having considered the post-year end trading of the Company and Group, and the financial results of the group headed up by Thrasio Holdings, Inc., and making enquiries of management of the group headed up by Thrasio Holdings, Inc., the director has a reasonable expectation that Thrasio Holdings, Inc. can continue to provide financial support to the Company. As such, the director continues to adopt the going concern basis in preparing these financial statements.
At each balance sheet date, stocks are assessed for impairment. If stock is 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.
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TOXARIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income. Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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TOXARIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2024
2.Accounting policies (continued)
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments. Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. The company’s policies for its major classes of financial assets and financial liabilities are set out below. Financial assets Basic financial assets, including cash and bank balances, other debtors, intercompany working capital balances and intercompany financing, are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment. Financial liabilities Basic financial liabilities, including trade and other creditors and loans from fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Impairment of financial assets Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
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TOXARIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2024
2.Accounting policies (continued)
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Offsetting of financial assets and financial liabilities Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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. Critical judgments in applying the company’s accounting policies No critical judgments have been made in applying the company’s accounting policies. Critical accounting estimates and assumptions The company holds stock for resale on its balance sheet. Given the nature of the products held, it is necessary to estimate the recoverability of the value of stock held and any provisioning required. When calculating the stock provision, management considers the nature and condition of the stock, as well as applying assumptions around anticipated and actual saleability of goods for resale, actual number of units sold post year-end against the year-end stock holdings and anticipated changes in demand. Management then use this information to calculate the stock provision.
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TOXARIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2024
The ultimate parent company is party to a fixed and floating debenture in favour of Wilmington Savings Fund Society, FSB. This company is also covered by this charge.
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TOXARIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2024
The company considers Thrasio, LLC to be its immediate parent company and controlling party. Thrasio, LLC is a company registered in the United States of America with its registered address at Corporation Trust Center 1209 Orange St., Wilmington, Delaware 19801 with a principal place of business of 85 West Street, Walpole, Massachusetts 02081.
The company is included in the consolidated financial statements prepared by Thrasio Holdings, Inc., who is its ultimate parent company and controlling party of the company. Consolidated financial statements are not publicly available.
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