Registration number: 07361046

B2C (Holdings) Limited

Contents

B2C (Holdings) Limited

Company Information

B2C (Holdings) Limited

Strategic Report for the Year Ended 31 March 2025

The directors present their strategic report for B2C (Holdings) Limited ('the Company') for the year ended 31 March 2025.

Principal activity

The principal activity of the Company is that of an investment holding company.

The Company owns the entire share capital of B2C Distribution Limited, B2C Distribution International BV, B2C Distribution Inc., B2C Distribution Pty Ltd, Northcore NewCo Limited, and Optimum Time Limited.

The principal activities of the subsidiaries are the online retailing of technical sports clothing and equipment in water sports (trading as Wetsuit Outlet, WaterSports Outlet) and equestrian (trading as The Drillshed) through owned websites and marketplaces, as well as the direct selling and wholesaling of owned brands.

Fair review of the business

The Company reported operating loss of £1,927,801 (2024: £6,938), and an increase in net assets from £29,471 to £5,672,786 for the year ended 31 March 2025. This was due to a capital contribution from its parent company. Included within liabilities is an intercompany balance due to the Company’s parent entity, Manufacturing Services Investment Limited, for an amount of £424,624 (2024: £6,295,349). The Company has a letter of support in place from its parent, who have confirmed that they will not demand repayment of the above intercompany loan for a minimum period of no less than 12 months from the date of approval of these accounts.

A comprehensive trading review of B2C Distribution Limited is provided in the statutory accounts of that entity.

A comprehensive trading review of Manufacturing Services Investment Limited is provided in the statutory accounts of that entity.

Future Prospects

The Company is and continues to be, a holding company to B2C Distribution Limited, B2C Distribution International BV, B2C Distribution Inc., B2C Distribution Pty Ltd, Northcore NewCo Limited, and Optimum Time Limited and this will continue in 2025/26.

Principal risks and uncertainties

The directors monitor on an ongoing basis, the turnover, profitability, cash stock position of the business and ensure appropriate systems and controls are in place to identify, quantify and mitigate any material risks or uncertainties that may or may not impact the group. These risks include:

• Economic and market risks: The Company actively monitors the markets in which it operates and takes appropriate action to ensure that any risks identified are mitigated. The Company continues to monitor the situation with regards to geopolitical events and the global economic environment, regularly reviewing plans to mitigate adverse impact on its operations - such as tariffs and market volatility.
• Liquidity risk: The Company produces regular forecasts to ensure that adequate liquid funds are always available to the business.
• International and foreign exchange risks: The group has appropriate systems in place to ensure compliance with international requirements and mitigation of foreign exchange risk.
• Interest rate risk: The Company actively monitors interest rates and undertakes appropriate actions to ensure risks are identified and mitigated.
• Asset risk: The Company has controls over the movement of stock as well as ensuring that the business has adequate insurance to cover any potential losses.

B2C (Holdings) Limited

Strategic Report for the Year Ended 31 March 2025

There are no material matters that have not been disclosed elsewhere in this report that need to be reported at this time.

Approved by the Board on 31 October 2025 and signed on its behalf by:

.........................................
L J Davis
Director

B2C (Holdings) Limited

Directors' Report for the Year Ended 31 March 2025

The directors present their report and the financial statements for the year ended 31 March 2025.

Directors of the company

The directors who held office during the year were as follows:

I C Homan

S R Hastings (ceased 24 May 2024)

P R Williams

L J Davis

Information included in the Strategic Report

As permitted by Paragraph 1A of Schedule 7 to the Large and Medium-sized Companies and Group (Accounts and Reports) Regulations 2008 certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Strategic Report on page 2 to 3. These matters relate to future developments and principal risks and uncertainties.

Disclosure of information to the auditor

Approved by the director on 31 October 2025 and signed by:



 

.........................................
L J Davis
Director

B2C (Holdings) Limited

Statement of Directors' Responsibilities

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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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:

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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

B2C (Holdings) Limited

Independent Auditor's Report to the Members of B2C (Holdings) Limited
for the Year Ended 31 March 2025

Opinion

We have audited the financial statements of B2C (Holdings) Limited (the 'company') for the year ended 31 March 2025, which comprise the Income Statement, Statement of Financial Position, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 company 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 director's 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 original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

B2C (Holdings) Limited

Independent Auditor's Report to the Members of B2C (Holdings) Limited
for the Year Ended 31 March 2025

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities (set out on page 5), 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.

Auditor’s 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 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.

B2C (Holdings) Limited

Independent Auditor's Report to the Members of B2C (Holdings) Limited
for the Year Ended 31 March 2025

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:

Based on our understanding of the company and the industry in which it operates, we determined that the principal risks of non-compliance with laws and regulations related to the reporting framework (FRS 102 and the Companies Act 2006) and UK corporate taxation laws. These risks were communicated to our audit team and we remained alert to any indications of non-compliance throughout our audit.

We understood how the company is complying with relevant legislation by making enquiries of management. We also considered the results of our audit procedures and to what extent these corroborate this understanding and assessed the susceptibility of the company’s financial statements to material misstatement. This included consideration of how fraud might occur and evaluation of management’s incentives and opportunities for fraudulent manipulation of the financial statements.

We designed our audit procedures to identify any non-compliance with laws and regulations. Such procedures included, but were not limited to, inspection of any regulatory or legal correspondence; challenging assumptions and judgements made by management; identifying and testing journal entries with a focus on large or unusual transactions as determined based on our understanding of the business; and identifying and assessing the effectiveness of controls in place to prevent and detect fraud.

Owing to the inherent limitations of an audit, there remains a risk that a material misstatement may not have been detected, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance with laws and regulations and cannot be expected to detect all instances of non-compliance.

The primary responsibility for the detection and prevention of fraud rests with those responsible for governance and management. The further removed non-compliance with laws and regulations is from the events reflected in the financial statements, the less likely the auditor will become aware of it.

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, collusion, omission, misrepresentation or forgery.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

B2C (Holdings) Limited

Independent Auditor's Report to the Members of B2C (Holdings) Limited
for the Year Ended 31 March 2025

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 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Martin Widdowson (Senior Statutory Auditor)
For and on behalf of

Brebners, Statutory Auditor
130 Shaftesbury Avenue
W1D 5AR

6 November 2025

B2C (Holdings) Limited

Income Statement for the Year Ended 31 March 2025

B2C (Holdings) Limited

Statement of Financial Position as at 31 March 2025

Approved and authorised by the Board on 31 October 2025 and signed on its behalf by:

 

......................................................................

L J Davis

Director

Company registration number: 07361046

B2C (Holdings) Limited

Statement of Changes in Equity for the Year Ended 31 March 2025

B2C (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

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

The address of its registered office is:
Cumberland House
24-28 Baxter Avenue
Southend-on-Sea
Essex
SS2 6HZ

The principal activity of the company is that of an investment holding company.

Statement of compliance

Basis of preparation

Summary of significant accounting policies and key accounting estimates

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

Summary of disclosure exemptions

The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:

(b) No cash flow statement has been presented for the company.
(c) Disclosures in respect of financial instruments have not been presented.

Group accounts not prepared

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

Going concern

The company made a loss for the year but had net assets of £5,672,786 at that date.

The company has few fixed overheads and no significant working capital requirement.

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in producing the financial statements.

B2C (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

Revenue recognition

Foreign currency transactions and balances

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

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

Investments

Cash and cash equivalents

Share capital

The analysis of the company's turnover for the year from continuing operations is as follows:

The analysis of the company's other gains and losses for the year is as follows:

B2C (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 March 2025

Arrived at after charging/(crediting)

The average number of persons employed by the company during the year, was 0 (2024 - 0).

Tax charged/(credited) in the income statement

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).

The differences are reconciled below:

B2C (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 March 2025