The members present their report together with the audited financial statements of TSG Consumer UK LLP ("the LLP") for the year ended 31 December 2024.

The principal activity of the LLP is the provision of advisory services to TSG Consumer Partners LP (formerly known as TSG Consumer Partners LLC), an entity registered in the United States. The members do not see any changes in the nature of this activity going forward.

The LLP is wholly reliant on TSG Consumer Partners LP for all its income and support.

Policies for members' drawings, subscriptions and repayment of members' capital are governed by the LLP Agreement. In summary, the capital is contributed by each member upon admission to the LLP and shall be repayable at the discretion of the corporate member either on ceasing to be a member, on a winding-up or when the LLP remains compliant with its regulatory capital requirements. Each member is entitled to receive a monthly drawing in anticipation of future profits and any profit is allocated to the members in accordance with the procedure set out in the LLP Agreement.

The designated members who held office during the year and up to the date of signature of the financial statements were as follows:

Azets Audit Services have indicated their willingness to act in the position of auditors. The designated members will propose a motion appointing the auditors at a meeting of the members.

Each of the members in office at the date of approval of this annual report confirms that:

• so far as the members are aware, there is no relevant audit information of which the limited liability partnership's auditor is unaware, and

• the members have taken all the steps that they ought to have taken as members in order to make themselves aware of any relevant audit information and to establish that the limited liability partnership's auditor is aware of that information.

The LLP's business activities are set out above. The financial position of the LLP and its liquidity position are reflected on the balance sheet. The LLP has considerable financial resources and ongoing advisory contracts. As a consequence, the members believe that the LLP is well placed to manage its business risks successfully. The members have a reasonable expectation that the LLP has adequate resources to continue in operational existence for the foreseeable future. Thus they adopt the going concern basis of accounting in preparing the annual financial statements.

The members are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) requires the members to prepare financial statements for each financial year. Under that law the members have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice. Under company law (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) the members 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 limited liability partnership and of the profit or loss of the limited liability partnership for that period. In preparing these financial statements, the members are required to:

• select suitable accounting policies 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 limited liability partnership will continue in business.

The members are responsible for keeping adequate accounting records that are sufficient to show and explain the limited liability partnership’s transactions and disclose with reasonable accuracy at any time the financial position of the limited liability partnership and enable them to ensure that the financial statements comply with the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008). They are also responsible for safeguarding the assets of the limited liability partnership and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of TSG Consumer UK LLP (the 'limited liability partnership') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the reconciliation of members' interests, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the limited liability partnership's affairs as at 31 December 2024 and of its profit 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 as applied to limited liability partnerships by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008.

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the limited liability partnership in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 members' 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 limited liability partnership’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 members 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 auditor's report thereon. The members are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 as applied to limited liability partnerships 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

• we have not received all the information and explanations we require for our audit.

As explained more fully in the members' responsibilities statement, the members 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 members 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 members are responsible for assessing the limited liability partnership'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 members either intend to liquidate the limited liability partnership or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the limited liability partnership's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 as applied by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008. Our audit work has been undertaken so that we might state to the limited liability partnership's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the limited liability partnership and the limited liability partnership's members as a body, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

TSG Consumer UK LLP is a limited liability partnership registered and domiciled in England and Wales. The registered office and principal place of business is 33 Cork Street, 5th Floor, Mayfair, London, United Kingdom, W1S 3NQ.

The financial statements have been prepared under the historical cost convention in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland and the Companies Act 2006 and the requirements of the Statement of Recommended Practice "Accounting by Limited Liability Partnerships", issued in December 2018.

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 entity's accounting policies (note 3). Monetary amounts in these financial statements are rounded to the nearest pound sterling.

The financial statements have been prepared on a going concern basis, as mentioned in the members’ report. Based on the members’ assessment, as stated in the members’ report, the members have a reasonable expectation that the LLP has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis.

The following principle accounting policies have been applied:

The LLP has adequate financial resources and as a consequence, the members believe that the LLP is well placed to manage its business risks successfully.

The members have a reasonable expectation that the LLP has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the members’ report and financial statements.

Turnover is recognised on an accruals basis to the extent that the LLP obtains the right to consideration in exchange for its performance. Advisory fees arise from services provided to TSG Consumer Partners LP. Turnover is measured at the fair value of the consideration receivable, excluding VAT.

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. The estimated useful lives range as follows:

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

The LLP only enters into basic financial instruments transactions that result in the recognition of financial assets

and liabilities like trade and other accounts receivable and payable, and loans to related parties.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other

debtors and other creditors, are initially measured at present value of the future cash flows and subsequently

at amortised cost using the effective interest method. Debt instruments that are payable or receivable within

one year, typically trade creditors or debtors, 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 year

for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is

recognised in the statement of comprehensive income.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the limited liability partnership is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Rentals payable under operating leases are charged to the statement of comprehensive income on a straight line basis over the term of the lease.

The functional and presentational currency of the LLP is Pound Sterling.

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.

Global conflicts

The company has evaluated the impact of ongoing global conflicts on the operations and has determined it has caused no material disruption to the delivery of business objectives. The members have assessed the potential future impact of these conflicts and have determined that it will not inhibit the ability of the company to continue as a going concern. The directors do not consider the future impact of these conflicts to be such that it affects the ability of the company to generate value in the long-term or impact the business plan such as to have a material impact on any of the balances in these financial statements.

Debtors

Short term debtors are measured at transaction price, less any impairment.

Creditors

Short term creditors are measured at the transaction price.

In applying the LLP’s accounting policies, the members are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The members’ judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.

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

Key sources of estimation uncertainty

The members are of the opinion that due to the nature of the business, there are no critical accounting estimates or judgements used in the preparation of these financial statements.

An analysis of the limited liability partnership's turnover is as follows:

All turnover arose within the US.

Remuneration receivable by auditors and their associates for other services for or in relation to the audit of accounts of associates of the LLP amounted to £7,000 (2023: £6,500).

The average number of persons (excluding members) employed by the partnership during the year was:

Their aggregate remuneration comprised:

At the reporting end date the limited liability partnership had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

TSG UK 1 Limited (the Ltd), a limited company incorporated under the laws of England and Wales, is a designated member of the LLP. Any residual profit or loss is automatically allocated to the Ltd. During the year, the LLP distributed £387,662 (2023: £367,154) of reserves to the Ltd. As at 31 December 2024 the LLP owed a net balance of £1,594,641 (2023: £1,421,841) to the Ltd which is included creditors (note 9).

TSG Consumer Partners LP (the LP), a company registered in the United States, is a related party by the fact that it is the parent of the Ltd. During the year ended 31 December 2024, the LLP charged the LP advisory services of £4,674,848 (2023: £4,009,592) and the LP made payments on behalf of the LLP amounting to £Nil (2023: £48,740). As at 31 December 2024 the LLP was owed a net balance of £1,064,942 (2023: £948,483) by the LP which is included in debtors (note 8).

The key management personnel of the LLP is comprised solely of the members. Details of members' remuneration are disclosed in the Reconciliation of members' interests and note 6.

The LLP's immediate parent undertaking is TSG UK 1 Limited and the ultimate parent undertaking is TSG Consumer Partners LP, domiciled in the United States of America.

The smallest group of undertakings for which consolidated accounts have been drawn up which include the LLP is headed by TSG UK 1 Limited, a company incorporated in the United Kingdom. Copies of the financial statements can be obtained from its registered office at 33 Cork Street, 5th Floor, Mayfair, London, W1S 3NQ.

The largest group of undertakings for which consolidated accounts have been drawn up which include the LLP is headed by TSG Consumer Partners LP.

Copies of the financial statements can be obtained from 1100 Larkspur Landing Circle, Suite 360, Larkspur, CA 94939, United States of America.