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Registered number: 10004967









Zelus Sport Limited









Annual report and financial statements

For the year ended 31 December 2024

 
Zelus Sport Limited
 
 
Company Information


Directors
D W J Seales 
G Winterbottom (appointed 21 January 2025)
C S Wright (appointed 21 January 2025)
M B Kuessner (resigned 31 July 2024)
M N Viergutz (appointed 23 August 2024, resigned 17 December 2024)
H G Hoyt (resigned 21 January 2025)




Company secretary
A Williams



Registered number
10004967



Registered office
Station House
Stamford New Road

Altrincham

WA14 1EP




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG





 
Zelus Sport Limited
 

Contents



Page
Strategic report
 
1 - 3
Directors' report
 
4 - 6
Independent auditors' report
 
7 - 10
Statement of comprehensive income
 
11
Statement of financial position
 
12
Statement of changes in equity
 
13
Notes to the financial statements
 
14 - 29


 
Zelus Sport Limited
 
 
Strategic Report
For the year ended 31 December 2024

Introduction
 
The Directors present their Strategic Report for the year ended 31 December 2024.

Business review
 
The principal activity of the company in the year under review was that of wholesale of clothing and footwear.
The year ending December 31 2024, marks another key milestone in Zelus’ growth journey, with global revenues increasing by 27% to £62m. Since the company’s inception in late 2019, this represents a more than 15x increase, reflecting exceptional growth across all channels, categories, and regions.
In 2024, Zelus capitalised on a strong and diversified order pipeline, expanding into new geographies, launching new product categories, and deepening its presence in key marketplaces. This momentum was supported by a resilient and agile supply chain, which played a critical role in ensuring timely delivery and elevated service levels.
Meanwhile, central costs remained stable. Strategic investments made since 2019 in infrastructure, technology, and talent continued to provide a scalable and efficient foundation for future growth. Enhanced operational efficiency and increased automation also contributed to improved margins, driving adjusted EBITDA to £5.2m, up from £2.65m in 2023. Adjusted EBITDA is calculated excluding exceptional costs related to the transaction, foreign exchange movements, and non-capitalised investments in third-party systems.
Looking ahead to 2025, Zelus expects continued growth in both top-line revenues and bottom-line profitability, aligned with its long-term strategic roadmap. The outlook remains strong, supported by product innovation, new club partnerships, and further international expansion, underpinned by the strategic backing of our new investors, Sullivan Street Partners.
With a robust financial outlook, growing free cash flow, and a deepening strategic partnership with Nike, Zelus is well-positioned to reinvest in growth, fund future innovation, and continue delivering long-term shareholder value.
 

Page 1

 
Zelus Sport Limited
 

Strategic Report (continued)
For the year ended 31 December 2024

Principal risks and uncertainties
 
Economic environment
The company is at risk of a decline in financial performance due to macroeconomic factors. 
 
Despite recent challenges, including the threat of global recession, war in Europe, continued supply chain challenges, and sustained high interest rates— all contributing to a world in disarray – performance within the sporting goods industry has been characterised by solid growth, equalling or outperforming pre-pandemic levels. 
Looking ahead, in the medium term, there are reasons for optimism that are especially driven by an increasing awareness of health, fitness, and sports. Nike, with whom Zelus continues to deepen its partnership, remains by far the largest sportswear brand in the world, providing further opportunities for growth, innovation, and long-term value creation..
Currency
The company is exposed to transaction based foreign exchange risk. 
The majority of the company’s stock purchases are invoiced in currencies other than sterling (primarily USD). The company’s policy is to invoice customers in the corresponding currency where possible and will seek to use forward currency contracts where appropriate to minimise the risk associated with this exposure.
Liquidity
The company seeks to manage liquidity risk by regularly forecasting future cashflows to ensure sufficient funds are available to meet the company’s financial obligations for the foreseeable future. The working capital facilities in place provide adequate headroom to finance the company’s ongoing operations and enable further growth.
Interest rate risk
The company finances its operations through a mixture of shareholder loans, retained profits, and external working capital facilities. The directors envisage no material interest rate exposure to the company in the short term and will continue to monitor interest rate risk and its strategy to mitigate any such exposure in the medium term.
Credit risk
The company’s principal financial asset is cash. Credit risk associated with cash balances is managed by the company monitoring the cashflow on a weekly basis.

Financial key performance indicators
 
Statutory Group revenues landed at £62.4m, significantly up 27% on the previous year. All business channels saw growth with UK revenues within Zelus Sport Limited increasing by 149% to £26.4m.
Statutory Gross margins increased from 29.3% to 32.7% driven by an increase in underlying product margins, a reduction in air freight, and a benefit in product mix driven by shift towards more profitable products.
UK average staff headcount was 50 in 2024, up from 43 in 2023.  This growth reflects our strategic investments in infrastructure, although the rate of growth has slowed as we leverage existing investments in both people and systems, aligned to our strategic plan.
The company had net liabilities at the balance sheet date of £20.7m (2023: £18.6m).  The increase seen in net liabilities is primarily due to exceptional transaction costs settled by the company during the year.  Excluding these one-off costs, the company's net liabilities would have decreased, reflecting the profit generated in the period.

Page 2

 
Zelus Sport Limited
 

Strategic Report (continued)
For the year ended 31 December 2024

Employee involvement & disabled persons
 
Zelus has a recruitment policy to ensure that all applications for employment, including those made by disabled persons, are given full and fair consideration in light of the applicants’ aptitudes and abilities. Zelus ensures all employees are treated equally in terms of employment, training, career development and promotion. Where employees develop a disability during their employment, every effort is made to continue their employment and arrange for appropriate training as far as is reasonably practicable.


This report was approved by the board and signed on its behalf.



C S Wright
Director

Date: 27 June 2025

Page 3

 
Zelus Sport Limited
 
 
 
Directors' Report
For the year ended 31 December 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, 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;

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 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 2006They 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.

Results and dividends

The loss for the year, after taxation, amounted to £2,060,503 (2023:loss £825,509).

The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year were:

D W J Seales 
M B Kuessner (resigned 31 July 2024)
M N Viergutz (appointed 23 August 2024, resigned 17 December 2024)
H G Hoyt (resigned 21 January 2025)

Page 4

 
Zelus Sport Limited
 
 
 
Directors' Report (continued)
For the year ended 31 December 2024

Going concern

We, the management of Zelus Sport Limited, have prepared the accompanying financial statements for the year ended 31 December 2024 on a going concern basis. We are responsible for the preparation and fair presentation of these financial statements in accordance with applicable accounting principles, and for making judgments and estimates that are reasonable and prudent under the circumstances.
As at the date of these financial statements, the Company has delivered a significant and expected increase in profitability for the 2024 financial year, after deducting exceptional costs relating to the change in ownership in the year. In line with our original plan, both profitability and cash generation continue to strengthen, underpinned by substantial revenue growth and the stabilisation of our cost base.
The business remains focused on driving sustainable, enhanced profitability throughout 2025 and beyond, supported by the expansion of our marketplace presence and continued efforts to leverage efficiencies within our existing operations.
The Company also continues to benefit from robust working capital facilities, provided by market-leading funders, which offer the financial flexibility to scale operations, support day-to-day activities, and meet financial obligations as they fall due.
It is important to note that business and economic conditions are subject to uncertainties, including those arising from unforeseen events or changes in market conditions. Inflation and interest rates continue to add pressure though are offset by our own marketplace-consistent price increases as well as economies driven by the business’ continued scaling. As such, there can be no assurance that the forecasted profits will be achieved, though based upon our strong track record of growth thus far, we believe our current plans are executable and believe it possible for further upside to be driven against these plans.
Based on our assessment and the available information, we have reasonable grounds to believe that the Company will remain a going concern for the foreseeable future and therefore the financial statements have been prepared on a going concern basis.

Future developments

The company remains focused on its medium-term growth objectives, supported by continued investment in operational systems, supply chain capability, and strategic partnerships. The Directors expect further revenue growth in the coming year, driven by new customer agreements, enhanced digital platforms, and further alignment with key partners.

Disclosure of information to auditors

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

Since the balance sheet date, the company has continued to execute its strategic plans, including investment in systems and commercial operations. A number of new opportunities have been capitalised on post year-end which are expected to contribute to future growth. There have been no other material post balance sheet events requiring adjustment or further disclosure in these financial statements.

Page 5

 
Zelus Sport Limited
 
 
 
Directors' Report (continued)
For the year ended 31 December 2024

Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 



C S Wright
Director

Date: 27 June 2025

Page 6

 
Zelus Sport Limited
 
 
 
Independent auditors' report to the members of Zelus Sport Limited
 

Opinion


We have audited the financial statements of Zelus Sport Limited (the 'Company') for the year ended 31 December 2024, which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 2024 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 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.


Conclusions relating to going concern


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.


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 directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 7

 
Zelus Sport Limited
 
 
 
Independent auditors' report to the members of Zelus Sport Limited (continued)


Opinion 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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have 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 strategic report or the directors' report.


We have nothing to report in respect of the following matters in relation to which 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 directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 4, the directors are 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 directors determine is 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 directors are 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 directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
Zelus Sport Limited
 
 
 
Independent auditors' report to the members of Zelus Sport Limited (continued)


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 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.


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:

Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
Supporting documentation relating to the Company's policies and procedures for:
°Identifying, evaluating, and complying with laws and regulations
°Detecting and responding to the risks of fraud
The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-Bribery and Corruption.


Audit response to risks identified
 
Our procedures to respond to the risks identified included the following:

Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
Evaluation of the operating effectiveness of management's controls designed to prevent and detect irregularities.
Enquiring of management about any actual and potential litigation and claims.
Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
Page 9

 
Zelus Sport Limited
 
 
 
Independent auditors' report to the members of Zelus Sport Limited (continued)


We have also considered the risk of fraud through management override of controls by:

Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. 

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through 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 auditors' report.


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 2006Our 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.



John Glover (Senior statutory auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Stockport
Cheshire
SK1 3GG

27 June 2025
Page 10

 
Zelus Sport Limited
 
 
Statement of Comprehensive Income
For the year ended 31 December 2024

2024
2023
Note
£
£

  

Turnover
 4 
26,396,100
10,597,935

Cost of sales
  
(17,762,336)
(7,490,573)

Gross profit
  
8,633,764
3,107,362

Administrative expenses
  
(10,004,517)
(8,896,799)

Exceptional administrative expenses
 12 
(3,043,817)
-

Other operating income
 5 
4,550,804
6,943,000

Operating profit
 6 
136,234
1,153,563

Interest payable and similar expenses
 10 
(2,102,737)
(1,979,072)

Loss before tax
  
(1,966,503)
(825,509)

Tax on loss
 11 
(94,000)
-

Loss for the financial year
  
(2,060,503)
(825,509)

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 14 to 29 form part of these financial statements.

Page 11

 
Zelus Sport Limited
Registered number: 10004967

Statement of Financial Position
As at 31 December 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
489,815
776,331

Tangible assets
 14 
226,835
38,403

Investments
 15 
143
143

  
716,793
814,877

Current assets
  

Stocks
 16 
595,345
1,418,225

Debtors: amounts falling due within one year
 17 
19,159,399
14,511,525

Cash at bank and in hand
 18 
2,277,472
1,845,585

  
22,032,216
17,775,335

Creditors: amounts falling due within one year
 19 
(6,371,129)
(2,198,800)

Net current assets
  
 
 
15,661,087
 
 
15,576,535

Creditors: amounts falling due after more than one year
 20 
(37,043,454)
(34,996,483)

Net liabilities
  
(20,665,574)
(18,605,071)


Capital and reserves
  

Called up share capital 
 21 
1,000
1,000

Profit and loss account
 22 
(20,666,574)
(18,606,071)

  
(20,665,574)
(18,605,071)


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


C S Wright
Director

Date: 27 June 2025

The notes on pages 14 to 29 form part of these financial statements.

Page 12

 
Zelus Sport Limited
 

Statement of Changes in Equity
For the year ended 31 December 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
1,000
(17,780,562)
(17,779,562)


Comprehensive income for the year

Loss for the year
-
(825,509)
(825,509)



At 1 January 2024
1,000
(18,606,071)
(18,605,071)


Comprehensive income for the year

Loss for the year
-
(2,060,503)
(2,060,503)


At 31 December 2024
1,000
(20,666,574)
(20,665,574)


The notes on pages 14 to 29 form part of these financial statements.

Page 13

 
Zelus Sport Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

1.


General information

Zelus Sport Limited is a private company limited by share capital incorporated in England, number 10004967. The address of the registered office and principal place of business is Station House, Stamford New Road, Altrincham, United Kingdom, WA14 1EP.
The company's principal activity is the wholesale of clothing and footwear.

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 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 judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Zelus Sport Holdings Limited as at 31 December 2024 and these financial statements may be obtained from Station House, Stamford New Road, Altrincham, United Kingdom, WA14 1EP.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006..

Page 14

 
Zelus Sport Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.4

Going concern

We, the management of Zelus Sport Limited, have prepared the accompanying financial statements for the year ended 31 December 2024 on a going concern basis. We are responsible for the preparation and fair presentation of these financial statements in accordance with applicable accounting principles, and for making judgments and estimates that are reasonable and prudent under the circumstances.
As at the date of these financial statements, the Company has delivered a significant and expected increase in profitability for the 2024 financial year, after deducting exceptional costs relating to the change in ownership in the year. In line with our original plan, both profitability and cash generation continue to strengthen, underpinned by substantial revenue growth and the stabilisation of our cost base.
The business remains focused on driving sustainable, enhanced profitability throughout 2025 and beyond, supported by the expansion of our marketplace presence and continued efforts to leverage efficiencies within our existing operations.
The Company also continues to benefit from robust working capital facilities, provided by market-leading funders, which offer the financial flexibility to scale operations, support day-to-day activities, and meet financial obligations as they fall due.
It is important to note that business and economic conditions are subject to uncertainties, including those arising from unforeseen events or changes in market conditions. Inflation and interest rates continue to add pressure though are offset by our own marketplace-consistent price increases as well as economies driven by the business’ continued scaling. As such, there can be no assurance that the forecasted profits will be achieved, though based upon our strong track record of growth thus far, we believe our current plans are executable and believe it possible for further upside to be driven against these plans.
Based on our assessment and the available information, we have reasonable grounds to believe that the Group will remain a going concern for the foreseeable future and therefore the financial statements have been prepared on a going concern basis.

Page 15

 
Zelus Sport Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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 statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.7

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 16

 
Zelus Sport Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.8

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.9

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.

 
2.10

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.11

Taxation

Tax is recognised in profit or loss 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.

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 income.


 
2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

Page 17

 
Zelus Sport Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.13

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Website development expenditure
-
4
years

 
2.14

Development costs

Development costs are being written off over a 4 year period due to the website requiring upgrades after this period. Website development costs are capitalised as technical costs are directly related to the creation of a website and the website will be used for the business' operations. 

 
2.15

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
3 years
Office equipment
-
4 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.17

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting 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.

Page 18

 
Zelus Sport Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.18

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.19

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.20

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.21

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable.
Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
Financial assets that are 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 Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset’s carrying amount and the present value of estimated cash flows discounted at the asset’s original effective interest rate. If a 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.
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.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions. 
The directors believe that judgements, estimates and assumptions do not have a significant risk of causing a material difference to the carrying amounts of the assets and liabilities of the Company within the next financial year. 

Page 19

 
Zelus Sport Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

4.


Turnover

Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
4,217,562
2,200,497

Rest of Europe
314,758
1,118,877

Rest of the world
21,863,780
7,278,561

26,396,100
10,597,935



5.


Other operating income

2024
2023
£
£

Management income - transfer pricing adjustment
4,550,804
6,943,000

4,550,804
6,943,000


Other operating income relates to management income as a result of a transfer pricing adjustment with the subsidiaries of the company.


6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Research & development charged as an expense
11,144
90,069

Exchange differences
1,032,935
529,086

Other operating lease rentals
54,664
33,338


7.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
53,250
51,600

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 20

 
Zelus Sport Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

8.


Employees

Staff costs, including directors' remuneration, were as follows:


2024
2023
£
£

Wages and salaries
2,957,964
2,703,527

Social security costs
580,343
301,806

Cost of defined contribution scheme
242,893
145,483

3,781,200
3,150,816


In addition to the above, a sum of £2,203,583 is included in exceptional items. See note 12 for further details.

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


        2024
        2023
            No.
            No.







Employees
50
43


9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
284,237
233,771

Company contributions to defined contribution pension schemes
18,338
13,910

302,575
247,681


During the year retirement benefits were accruing to 1 director (2023:1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £284,237 (2023 -£233,771).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £18,338 (2023: £13,910).


10.


Interest payable and similar expenses

2024
2023
£
£


Interest payable to group undertakings
2,102,737
1,979,072

Page 21

 
Zelus Sport Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

11.


Taxation


2024
2023
£
£

Corporation tax


Adjustments in respect of previous periods
94,000
-


94,000
-


Total current tax
94,000
-

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 -higher than) the standard rate of corporation tax in the UK of 25% (2023 -23.5%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(1,966,503)
(825,509)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 -23.5%)
(491,626)
(193,995)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
782,590
-

Adjustments to tax charge in respect of prior periods
94,000
-

Unrelieved tax losses carried forward
(290,964)
193,995

Total tax charge for the year
94,000
-


Factors that may affect future tax charges

Losses carried forward of £14,611,516 are available to the company to offset against tax on future profits.

Page 22

 
Zelus Sport Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

12.


Exceptional items

2024
2023
£
£


Settlement costs
2,203,583
-

Transaction related costs
840,234
-

3,043,817
-

Settlement costs relate to amounts incurred in connection with the change in company ownership during the year.
Transaction related costs comprise professional fees linked to the change in company ownership during the year, including legal, advisory, and due diligence services.


13.


Intangible assets




Website development

£



Cost


At 1 January 2024
1,146,063



At 31 December 2024

1,146,063



Amortisation


At 1 January 2024
369,732


Charge for the year
286,516



At 31 December 2024

656,248



Net book value



At 31 December 2024
489,815



At 31 December 2023
776,331



Page 23

 
Zelus Sport Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

14.


Tangible fixed assets





Fixtures and fittings
Office equipment
Total

£
£
£



Cost 


At 1 January 2024
-
114,108
114,108


Additions
182,774
52,322
235,096



At 31 December 2024

182,774
166,430
349,204



Depreciation


At 1 January 2024
-
75,705
75,705


Charge for the year
15,231
31,433
46,664



At 31 December 2024

15,231
107,138
122,369



Net book value



At 31 December 2024
167,543
59,292
226,835



At 31 December 2023
-
38,403
38,403

Page 24

 
Zelus Sport Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

15.


Fixed asset investments





Investments in subsidiary companies

£



Cost 


At 1 January 2024
143



At 31 December 2024
143





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Zelus Sport Australia Pty Limited
Level 21 55 Collins St Melbourne VIC 3000 Australia
Ordinary
100%
Zelus Sport B.V.
Olympia 6A, 1213NP, Hilversum, Netherlands
Ordinary
100%
Zelus Sport Inc.
30 North 18th Street, Suite 1200, Philadelphia, PA 19103, USA
Ordinary
100%

Page 25

 
Zelus Sport Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

16.


Stocks

2024
2023
£
£

Finished goods and goods for resale
595,345
1,418,225


The carrying value of stocks are stated net of impairment losses totalling £94,300 (2023 -£279,450). Impairment gains totalling £180,240 (2023 -£144,600) were recognised in profit and loss.


17.


Debtors

2024
2023
£
£


Trade debtors
7,181,439
1,098,281

Amounts owed by group undertakings
11,574,676
13,075,513

Other debtors
147,838
92,624

Prepayments and accrued income
255,446
245,107

19,159,399
14,511,525


Trade debtors are stated net of bad debt provisions totalling £nil (2023: £6,190). Bad debts totalling £15,435 (2023: £83,138) were recognised in the profit and loss. 
Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.


18.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
2,277,472
1,845,585

Less: bank overdrafts
(33,439)
-

2,244,033
1,845,585


Page 26

 
Zelus Sport Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

19.


Creditors: Amounts falling due within one year

2024
2023
£
£

Bank overdrafts
33,439
-

Other loans
498,485
-

Trade creditors
2,621,040
825,323

Other taxation and social security
1,161,135
96,892

Other creditors
857
32,050

Accruals and deferred income
2,056,173
1,244,535

6,371,129
2,198,800


The bank overdraft is secured by a fixed and floating charge over all assets.
Other loans represent a receivables purchase facility which is secured by a debenture and composite guarantee.


20.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Amounts owed to group undertakings
37,043,454
34,996,483

37,043,454
34,996,483


Amounts owed to group undertakings represent an unsecured loan facility entered into with Zelus Sport Holdings Limited.  Interest is charged at a rate of 6% per annum.  The Company has received a loan agreement from Zelus Sport Holdings Limited which states that this loan will not be called in before 1 January 2027 at the earliest.  On this basis, the loan is classified within creditors: amounts falling due after more than one year.

Page 27

 
Zelus Sport Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

21.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



667 (2023 -667) A Ordinary shares of £1.00 each
667
667
333 (2023 -333) B Ordinary shares of £1.00 each
333
333

1,000

1,000

The A and B Ordinary shares of £1.00 each rank equally for voting purposes, dividend rights and distribution rights on a winding up. 



22.


Reserves

Profit and loss account 
Profit and loss account includes all current and prior period retained profits and losses.


23.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company  to the fund and amounted to £242,893 (2023: £145,483). Contributions totalling £55,915 (2023: £18,942) were payable to the fund at the reporting date and are included in creditors.


24.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£

Land and Buildings


Not later than 1 year
65,518
-

Later than 1 year and not later than 5 years
112,026
-

177,544
-


25.


Related party transactions

In preparing these financial statements, the directors have taken advantage of the exemptions available under section 33 paragraph 1A of the Financial Reporting Standard 102, and have not disclosed transactions entered into between wholly owned group undertakings.

Page 28

 
Zelus Sport Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

26.


Controlling party

Zelus Sport Holdings Limited is the immediate parent undertaking, a company incorporated in England and Wales, company number 12097714.  Zelus Sport Holdings Limited is the parent undertaking of the smallest group for which consolidated financial statements are prepared.  The registered office of Zelus Sport Holdings Limited is Station House, Stamford New Road, Altrincham, United Kingdom, WA14 1EP.
The ultimate controlling party is SSP Investments 2024 L.P.

 
Page 29