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Registration number: 13629042

Prepared for the registrar

Celsius Live Fit UK Limited
(formerly Celsius Holdings UK Limited )

Annual Report and Financial Statements

for the Year Ended 31 December 2024

 

Celsius Live Fit UK Limited
(formerly Celsius Holdings UK Limited)

(Registration number: 13629042)
Balance Sheet as at 31 December 2024

Note

2024
£

2023
£

Fixed assets

 

Tangible assets

4

237

-

Current assets

 

Stocks

5

-

89,406

Debtors

6

1,307,388

133,352

Cash at bank and in hand

 

84,101

43,030

 

1,391,489

265,788

Creditors: Amounts falling due within one year

7

(792,545)

(263,295)

Net current assets

 

598,944

2,493

Total assets less current liabilities

 

599,181

2,493

Deferred tax liabilities

8

(59)

-

Net assets

 

599,122

2,493

Capital and reserves

 

Called up share capital

1

1

Other reserves

547,660

-

Retained earnings

51,461

2,492

Shareholders' funds

 

599,122

2,493

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Signed on behalf of the Board of directors of Celsius Live Fit UK Limited by:



J P O'Reilly, Director
Date: 4 June 2025


   
     
 

Celsius Live Fit UK Limited
(formerly Celsius Holdings UK Limited)

Notes to the Financial Statements for the Year Ended 31 December 2024

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The company was formerly known as Celsius Holdings UK Limited.

The address of its registered office is:
Staverton Court
Staverton
Cheltenham
Gloucestershire
GL51 0UX

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
 

Judgements

No significant judgements have been made by management in preparing these financial statements.

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.

The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the company's activities.

 

Celsius Live Fit UK Limited
(formerly Celsius Holdings UK Limited)

Notes to the Financial Statements for the Year Ended 31 December 2024

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Office equipment

36% straight line

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Prepaid expenses

Prepaid expenses are non-financial assets recognised in the statement of financial position when it is probable that future benefits will flow to the company and the amounts can be measured reliably. Prepaid expenses are amortized over the period for which the expenses are incurred and recognised in profit and loss.

 

Celsius Live Fit UK Limited
(formerly Celsius Holdings UK Limited)

Notes to the Financial Statements for the Year Ended 31 December 2024

VAT

Revenue, expenses and assets are recognised net of the amount of VAT, except where the VAT incurred on a purchase of goods or services are not recoverable from the taxation authority, in which case the VAT is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable.
Input VAT represents the input taxes paid on the purchase of goods or services that the Company can claim against output VAT received from sale of goods or services. VAT is included in the statement of financial position as other non-financial assets when the net amount is positive and as other non-financial liabilities when the net amount is negative.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.

Trade creditors

Trade creditors 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 the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Retained Earnings

Represents the cumulative balance of net profit or loss, effect of changes in accounting policy, and other equity adjustments.

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 

Celsius Live Fit UK Limited
(formerly Celsius Holdings UK Limited)

Notes to the Financial Statements for the Year Ended 31 December 2024


Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.


Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

 

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 2 (2023 - 2). No remuneration was paid to the directors by the company during the year (2023: £nil). The directors are remunerated by other entities within the group for their services.

 

4

Tangible assets

Furniture, fittings and equipment
 £

Total
£

Cost

Additions

342

342

At 31 December 2024

342

342

Depreciation

Charge for the year

105

105

At 31 December 2024

105

105

Carrying amount

At 31 December 2024

237

237

 

5

Stocks

2024
£

2023
£

Finished goods and goods for resale

-

89,406

 

Celsius Live Fit UK Limited
(formerly Celsius Holdings UK Limited)

Notes to the Financial Statements for the Year Ended 31 December 2024

 

6

Debtors

Note

2024
£

2023
£

Trade debtors

 

29,618

43,371

Receivables from related parties

10

1,139,395

-

Prepayments

 

48,362

784

Other debtors

 

90,013

89,197

 

1,307,388

133,352

 

7

Creditors

Note

2024
£

2023
£

Due within one year

 

Loans and borrowings

9

-

60,000

Trade creditors

 

494,777

20,526

Amounts due to related parties

10

123,285

157,658

Corporation tax

16,443

3,671

Accruals and deferred income

 

148,247

21,440

Other creditors

 

9,793

-

 

792,545

263,295

 

8

Deferred tax

Deferred tax assets and liabilities

2024

Note

Liability
£

Fixed asset timing differences

59

 

59

 

9

Loans and borrowings

Current loans and borrowings

2024
£

2023
£

Other borrowings

-

60,000

 

Celsius Live Fit UK Limited
(formerly Celsius Holdings UK Limited)

Notes to the Financial Statements for the Year Ended 31 December 2024

 

10

Related party transactions

Summary of transactions with other related parties

Included in debtors is an amount due from related party, Celsius Finland OY, 2024: £35,100 (2023: the company owed Celsius Finland OY £157,658), at the end of this financial period. There is no interest due on this balance and it is repayable on demand.

Included in debtors is an amount due from related party Celsius Live Fit International DAC, 2024: £1,104,295 (2023: £nil), at the end of this financial period. There is no interest due on this balance and it is repayable on demand.

Included in creditors is an amount due to related party, Celsius Sweden AB 2024: £87,535 (2023: £60,000), at the end of this financial period. There is no interest due on this balance and it is repayable on demand.

Included in creditors is an amount due to related party, Celsius Canada Eh LLC 2024: £35,750 (2023: £nil) at the end of this financial period. There is no interest due on this balance and it is repayable on demand.

 

Capital contributions from related parties

During the year, the company received a capital contribution of £197,660 from Celsius Europe OY and a capital contribution of £350,000 from Celsius Inc.

 

11

Parent and ultimate parent undertaking

The immediate parent company is Celsius, Inc., a company incorporated in the United States of America. Its registered office is located at 2381 NW Executive Center Drive, 4th Floor, Boca Raton, FL 33431.

The ultimate parent company is Celsius Holdings, Inc., also incorporated in the United States of America. Its registered office is the same: 2381 NW Executive Center Drive, 4th Floor, Boca Raton, FL 33431.

Further information can be found in the consolidated financial statements of Celsius Holdings, Inc., available in the investor relations section of its website.


 

 

12

Audit report

The Independent Auditor's Report was unqualified. The name of the Senior Statutory Auditor who signed the audit report on 3 June 2025 was James Hadfield, who signed for and on behalf of Menzies LLP.