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Registered number: 12097714









Zelus Sport Holdings Limited









Annual Report and Consolidated Financial Statements

For the year ended 31 December 2024

 
Zelus Sport Holdings 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
12097714



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 Holdings Limited
 

Contents



Page
Group strategic report
 
1 - 3
Directors' report
 
4 - 6
Independent auditors' report
 
7 - 10
Consolidated statement of comprehensive income
 
11
Consolidated balance sheet
 
12
Company balance sheet
 
13
Consolidated statement of changes in equity
 
14
Company statement of changes in equity
 
15
Consolidated statement of cash flows
 
16
Consolidated analysis of net debt
 
17
Notes to the financial statements
 
18 - 36


 
Zelus Sport Holdings Limited
 
 
Group 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 group 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 £6.2m, up from £4.2m 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 Holdings Limited
 

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

Principal risks and uncertainties
 
Economic environment
The group 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 group is exposed to transaction based foreign exchange risk. 
The majority of the group’s stock purchases are invoiced in currencies other than sterling (primarily USD). The group’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 group seeks to manage liquidity risk by regularly forecasting future cashflows to ensure sufficient funds are available to meet the group’s financial obligations for the foreseeable future. The working capital facilities in place provide adequate headroom to finance the group’s ongoing operations and enable further growth.
Interest rate risk
The group 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 group 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 group’s principal financial asset is cash. Credit risk associated with cash balances is managed by the group 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.
Statutory Gross margins reduced from 35.2% to 34.5% due to the use of 'landed cost plus' pricing across a portion of our non-EMEA business, as opposed to traditional wholesale pricing.  This approach reflects the prevailing business models in those territories
.  However, underlying profit margins improved as a result of disciplined cost control.
Global staff headcount was 95 in 2024, up from 89 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 group had net liabilities at the balance sheet date of £26.1m (2023: £25.3m).  The increase seen in net liabilities is primarily due to exceptional transaction costs settled by the group during the year.  Excluding these one-off costs, the group's net liabilities would have decreased, reflecting the profit generated in the period.

Page 2

 
Zelus Sport Holdings Limited
 

Group 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 Holdings 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 group strategic report, the directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group'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 Group 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 the Group 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 the Group 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 £844,253 (2023 -loss £407,513).

The directors do not recommend payment of a 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 Holdings Limited
 
 
 
Directors' Report (continued)
For the year ended 31 December 2024

Going concern

We, the management of Zelus Sport Holdings 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 Group has delivered a significant and expected increase in profitability for the 2024 financial year, after deducting exceptional costs relating to the changes 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 Group 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.

Future developments

The group 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 and the Group'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 and the Group's auditors are aware of that information.

Post balance sheet events

Since the balance sheet date, the group 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.

Auditors

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

Page 5

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

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



C S Wright
Director

Date: 27 June 2025

Page 6

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

Opinion


We have audited the financial statements of Zelus Sport Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's 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 Group 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 Group's or the parent 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 Holdings Limited
 
 
 
Independent auditors' report to the members of Zelus Sport Holdings 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 group 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 group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
Zelus Sport Holdings Limited
 
 
 
Independent auditors' report to the members of Zelus Sport Holdings 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 Group 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 Holdings Limited
 
 
 
Independent auditors' report to the members of Zelus Sport Holdings 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 Holdings Limited
 
 
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024

2024
2023
Note
£
£

  

Turnover
 4 
62,366,254
49,155,991

Cost of sales
  
(40,831,346)
(31,854,626)

Gross profit
  
21,534,908
17,301,365

Administrative expenses
  
(17,235,320)
(15,650,236)

Exceptional administrative expenses
 11 
(3,043,817)
-

Operating profit
 5 
1,255,771
1,651,129

Interest payable and similar expenses
 9 
(1,995,405)
(2,059,399)

Loss before taxation
  
(739,634)
(408,270)

Tax on loss
 10 
(104,619)
757

Loss for the financial year
  
(844,253)
(407,513)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(844,253)
(407,513)

  
(844,253)
(407,513)

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

The notes on pages 18 to 36 form part of these financial statements.

Page 11

 
Zelus Sport Holdings Limited
Registered number: 12097714

Consolidated Balance Sheet
As at 31 December 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
1,477,699
2,075,288

Tangible assets
 13 
262,629
75,821

  
1,740,328
2,151,109

Current assets
  

Stocks
 15 
4,324,700
6,385,409

Debtors: amounts falling due within one year
 16 
11,916,584
5,362,635

Cash at bank and in hand
 17 
4,652,643
3,688,021

  
20,893,927
15,436,065

Creditors: amounts falling due within one year
 18 
(11,675,209)
(42,923,968)

Net current assets/(liabilities)
  
 
 
9,218,718
 
 
(27,487,903)

Creditors: amounts falling due after more than one year
 19 
(37,047,183)
-

Net liabilities
  
(26,088,137)
(25,336,794)


Capital and reserves
  

Called up share capital 
 22 
10
10

Foreign exchange reserve
 23 
(16,251)
(109,161)

Profit and loss account
 23 
(26,071,896)
(25,227,643)

Equity attributable to owners of the parent Company
  
(26,088,137)
(25,336,794)


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 18 to 36 form part of these financial statements.

Page 12

 
Zelus Sport Holdings Limited
Registered number: 12097714

Company Balance Sheet
As at 31 December 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 14 
547,000
547,000

Current assets
  

Debtors due after more than 1 year
 16 
37,043,454
34,996,483

Debtors due within 1 year
 16 
10
10

  
37,043,464
34,996,493

Creditors: amounts falling due within one year
 18 
(1,351,588)
(36,506,177)

Net current assets/(liabilities)
  
 
 
35,691,876
 
 
(1,509,684)

Total assets less current liabilities
  
36,238,876
(962,684)

Creditors: amounts falling due after more than one year
 19 
(37,047,183)
-

Net liabilities
  
(808,307)
(962,684)


Capital and reserves
  

Called up share capital 
 22 
10
10

Profit and loss account brought forward
  
(962,694)
(745,784)

Profit/(loss) for the year
  
154,377
(216,910)

Profit and loss account carried forward
  
(808,317)
(962,694)

  
(808,307)
(962,684)


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 18 to 36 form part of these financial statements.

Page 13

 
Zelus Sport Holdings Limited
 

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


Called up share capital
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2023
10
-
(24,820,130)
(24,820,120)


Comprehensive income for the year

Loss for the year
-
-
(407,513)
(407,513)

Currency translation differences
-
(109,161)
-
(109,161)
Total comprehensive income for the year
-
(109,161)
(407,513)
(516,674)



At 1 January 2024
10
(109,161)
(25,227,643)
(25,336,794)


Comprehensive income for the year

Loss for the year
-
-
(844,253)
(844,253)

Currency translation differences
-
92,910
-
92,910
Total comprehensive income for the year
-
92,910
(844,253)
(751,343)


At 31 December 2024
10
(16,251)
(26,071,896)
(26,088,137)


The notes on pages 18 to 36 form part of these financial statements.

Page 14

 
Zelus Sport Holdings Limited
 

Company 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
10
(745,784)
(745,774)


Comprehensive income for the year

Loss for the year
-
(216,910)
(216,910)
Total comprehensive income for the year
-
(216,910)
(216,910)



At 1 January 2024
10
(962,694)
(962,684)


Comprehensive income for the year

Profit for the year
-
154,377
154,377
Total comprehensive income for the year
-
154,377
154,377


At 31 December 2024
10
(808,317)
(808,307)


The notes on pages 18 to 36 form part of these financial statements.

Page 15

 
Zelus Sport Holdings Limited
 

Consolidated Statement of Cash Flows
For the year ended 31 December 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(844,253)
(407,513)

Adjustments for:

Amortisation of intangible assets
573,444
562,156

Depreciation of tangible assets
62,392
40,368

Loss on disposal of intangible assets
24,145
-

Interest paid
1,995,405
2,059,399

Taxation charge
104,619
(757)

Decrease in stocks
2,060,709
604,447

(Increase) in debtors
(6,430,101)
(289,548)

(Increase) in amounts owed by groups
(123,848)
-

Increase/(decrease) in creditors
3,406,470
(910,540)

Increase in amounts owed to groups
37,047,183
-

Corporation tax (paid)/received
(104,619)
757

Foreign exchange
92,910
(109,161)

Net cash generated from operating activities

37,864,456
1,549,608


Cash flows from investing activities

Purchase of intangible fixed assets
-
(182,770)

Purchase of tangible fixed assets
(249,200)
(22,680)

Net cash used in investing activities

(249,200)
(205,450)

Cash flows from financing activities

Other new loans
-
4,195,982

Repayment of other loans
(34,688,668)
-

Interest paid
(1,995,405)
(2,059,399)

Net cash used in financing activities
(36,684,073)
2,136,583

Net increase in cash and cash equivalents
931,183
3,480,741

Cash and cash equivalents at beginning of year
3,688,021
207,280

Cash and cash equivalents at the end of year
4,619,204
3,688,021


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
4,652,643
3,688,021

Bank overdrafts
(33,439)
-


The notes on pages 18 to 36 form part of these financial statements.

Page 16

 
Zelus Sport Holdings Limited
 

Consolidated Analysis of Net Debt
For the year ended 31 December 2024





At 1 January 2024
Cash flows
Other non-cash changes
At 31 December 2024
£

£

£

£

Cash at bank and in hand

3,688,021

964,622

-

4,652,643

Bank overdrafts

-

-

(33,439)

(33,439)

Debt due within 1 year

(36,506,177)

-

34,688,668

(1,817,509)


(32,818,156)
964,622
34,655,229
2,801,695

The notes on pages 18 to 36 form part of these financial statements.

Page 17

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

1.


General information

Zelus Sport Holdings Limited is a private company limited by share capital incorporated in England, number 12097714. 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 that of a holding company.  The principal activity of the group 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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 18

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

2.Accounting policies (continued)

 
2.3

Going concern

We, the management of Zelus Sport Holdings 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 Group 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 Group 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 19

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

2.Accounting policies (continued)

 
2.4

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 Consolidated 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'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group has transferred the significant risks and rewards of ownership to the buyer;
the Group 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 Group 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.

 
2.6

Operating leases: the Group as lessee

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

Page 20

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

2.Accounting policies (continued)

 
2.7

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.

 
2.8

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.

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 21

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

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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 balance sheet date in the countries where the Company and the Group operate and generate income.

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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.11

Exceptional items

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

Page 22

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

2.Accounting policies (continued)

 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other 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

 
2.13

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 tech costs are directly related to the creation of a website and the website will be used for the business' operations.

 
2.14

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.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 23

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

2.Accounting policies (continued)

 
2.16

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 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.

 
2.17

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.

 
2.18

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.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.19

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.

Page 24

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

2.Accounting policies (continued)

 
2.20

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 value of the assets and liabilities of the Group within the next financial year. 


4.


Turnover

Analysis of turnover by country of destination:

2024
2023
£
£

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

Rest of Europe
32,004,710
33,931,097

Rest of the world
26,143,982
13,024,397

62,366,254
49,155,991


Page 25

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

5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Research & development charged as an expense
42,728
90,069

Exchange differences
240,608
690,965

Other operating lease rentals
165,459
138,092


6.


Auditors' remuneration

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


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
53,250
51,613

2024
2023
£
£

Fees payable to the Group's auditor and its associate in respect of:


Preparation of statutory accounts
12,500
12,116

Taxation compliance services
5,000
4,846

17,500
16,962

Page 26

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

7.


Employees

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


Group
Group
2024
2023
£
£

Wages and salaries
6,245,232
5,825,652

Social security costs
580,343
301,806

Cost of defined contribution scheme
250,718
148,967

7,076,293
6,276,425


In addition to the above, a sum of £2,203,583 is included in exceptional items. See Note 11 for details.

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


        2024
        2023
            No.
            No.







Employees
95
89


8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
284,237
233,771

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


9.


Interest payable and similar expenses

2024
2023
£
£


Other loan interest payable
1,995,405
2,059,399

Page 27

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

10.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
10,619
(757)

Adjustments in respect of previous periods
94,000
-

Total current tax
104,619
(757)

Deferred tax

Total deferred tax
-
-


Taxation on profit/(loss) on ordinary activities
104,619
(757)

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
(739,634)
(408,207)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 -23.5%)
(184,909)
(95,943)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
41,184
-

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
744,941
-

Tax losses carried forward
(590,597)
95,186

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

Total tax charge for the year
104,619
(757)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 28

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

11.


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 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. 


12.


Intangible assets

Group and Company





Computer software
Goodwill
Total

£
£
£



Cost


At 1 January 2024
1,665,914
1,647,335
3,313,249


Disposals
(24,145)
-
(24,145)



At 31 December 2024

1,641,769
1,647,335
3,289,104



Amortisation


At 1 January 2024
500,948
737,013
1,237,961


Charge for the year
408,710
164,734
573,444



At 31 December 2024

909,658
901,747
1,811,405



Net book value



At 31 December 2024
732,111
745,588
1,477,699



At 31 December 2023
1,164,966
910,322
2,075,288



Page 29

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

13.


Tangible fixed assets

Group






Fixtures and fittings
Office equipment
Total

£
£
£



Cost 


At 1 January 2024
-
171,173
171,173


Additions
182,774
66,426
249,200



At 31 December 2024

182,774
237,599
420,373



Depreciation


At 1 January 2024
-
95,352
95,352


Charge for the year
15,231
47,161
62,392



At 31 December 2024

15,231
142,513
157,744



Net book value



At 31 December 2024
167,543
95,086
262,629



At 31 December 2023
-
75,821
75,821


14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost 


At 1 January 2024
547,000



At 31 December 2024
547,000




Page 30

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

Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Zelus Sport Limited
Station House, Stamford New Road, Altrincham, WA14 1EP
Ordinary
100%


Indirect subsidiary undertakings


The following were indirect 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, Suite1200, Philadelphia, PA19103, USA
Ordinary
100%


15.


Stocks

Group
Group
2024
2023
£
£

Finished goods
4,324,700
6,385,409


The carrying value of stocks are stated net of impairment losses totalling £575,673 (2023 -£451,774. Impairment gains totalling  £347,871 (2023 -£112,349) were recognised in profit and loss.

Page 31

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

16.


Debtors

Group

Group
Company

Company
2024
2023
2024
2023
£
£
£
£

Debtors due after more than one year

Amounts owed by group undertakings
-
-
37,043,454
34,996,483

-
-
37,043,454
34,996,483


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

Group

Group
Company

Company
2024
2023
2024
2023
£
£
£
£

Debtors due within one year

Trade debtors
11,154,768
4,745,009
-
-

Amounts owed by group undertakings
123,848
-
-
-

Other debtors
165,382
161,441
-
-

Called up share capital not paid
10
10
10
10

Prepayments and accrued income
293,621
281,042
-
-

Deferred taxation
178,955
175,133
-
-

11,916,584
5,362,635
10
10


Trade debtors are stated net of bad debt provisions totalling £nil (2023: £18,380). Bad debts totalling £55,779 (2023: £14,067) were recognised in profit and loss.


17.


Cash and cash equivalents

Group
Group
2024
2023
£
£

Cash at bank and in hand
4,652,643
3,688,021

Less: bank overdrafts
(33,439)
-

4,619,204
3,688,021


Page 32

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

18.


Creditors: Amounts falling due within one year

Group

Group
Company

Company
2024
2023
2024
2023
£
£
£
£

Bank overdrafts
33,439
-
-
-

Other loans
1,817,509
36,506,177
-
36,506,177

Trade creditors
3,575,247
3,060,035
-
-

Other taxation and social security
1,306,622
164,331
-
-

Other creditors
1,368,111
165,457
1,351,588
-

Accruals and deferred income
3,574,281
3,027,968
-
-

11,675,209
42,923,968
1,351,588
36,506,177


See Note 20 for terms of the other loans.


19.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Amounts owed to group undertakings
37,047,183
-
37,047,183
-

37,047,183
-
37,047,183
-


Amounts owed to group undertakings represent an unsecured loan facility entered into with Crius Bidco Limited.  Interest is charged at a rate of 0% per annum. The Company has entered into a loan agreement with Crius Bidco Limited which states that this loan will not be called in before 1 January 2027 at the earliest. On this basis, the loan has been classified as due after more than one year.


20.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Amounts falling due within one year

Other loans
1,817,509
36,506,177
-
36,506,177



Other loans in 2023 represented an unsecured loan facility entered into with Hansa Aktiengesellschaft. The loan was entitled to interest at 6% per annum and was repaid in full on 17 December 2024.
The other loans in 2024 represents a receivables purchase facility and is secured by a debenture and composite guarantee.

Page 33

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

21.


Deferred taxation


Group



2024
2023


£

£






At beginning of year
175,133
175,133


Charged to profit or loss
3,822
-



At end of year
178,955
175,133

Company


2024
2023






At end of year
-
-
Group
Group
2024
2023
£
£

Accelerated capital allowances
178,955
175,133


22.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



0 (2023 -570) Ordinary A shares of £0.01 each
-
6
0 (2023 -430) Ordinary B shares of £0.01 each
-
4
1,000 (2023 -) Ordinary shares of £0.01 each
10
-

10

10

On 17 December 2024, the A and B Ordinary shares of £0.01 were redesignated into 1,000 Ordinary shares of £0.01.


Page 34

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

23.


Reserves

Foreign exchange reserve

Foreign exchange reserve includes all current and prior period foreign exchange differences. 

Profit and loss account

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


24.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £250,718 (2023: £148,967). Contributions totalling £55,915 (2023: £18,942) were payable to the fund at the balance sheet date and are included in creditors.


25.


Commitments under operating leases

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


Group
Group
2024
2023
£
£

Not later than 1 year
121,216
58,475

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

233,242
58,475

26.


Related party transactions

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note, as permitted by FRS 102 paragraph 33.1A. Details between the Group and other related parties are disclosed below.
Key management are considered to be the Directors of the Company. The compensation paid or payable to key management for employee services is included in note 8. There has been no other related party transactions with key management. 
Zelus Sport Holdings Limited has control over Zelus Sport Limited, Zelus Sport BV, Zelus Sport Pty and Zelus Sport Inc through 100% holding of ordinary shares. Key management personnel are the directors of Zelus Sport Holdings Limited. 
During the year, the group paid interest of £1,995,405 (2023: £2,059,399) in relation to an unsecured loan facility with Hansa Aktiengesellschaft.  At the year end, there is a creditor balance of £nil (2023: £36,506,177) in relation to this loan.  The loan was fully repaid on 17 December 2024. 
At the year end, there is a creditor balance of £37,047,183 (2023: £nil)  and a debtor balance of £123,848 (2023: £nil) with Crius Bidco Limited.  See Note 19 for terms of this loan. During the year, the group has paid interest on behalf of Crius Bidco Limited of £123,848 and has received an intra-group loan of £37,047,183.

Page 35

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

27.


Controlling party

From 17 December 2024, Crius Bidco Limited is the immediate parent company, a company incorporated in England and Wales, company number 16066874.  Crius Topco Limited will be the parent company of the smallest group for which consolidated statements will be prepared, with their first accounts prepared for the period ended 31 December 2025.  The registered office of Crius Topco Limited is 110 Wigmore Street, London W1U 3RW.
The ultimate controlling party is SSP Investments 2024 L.P.

 
Page 36