The directors present the strategic report for the year ended 31 December 2024.

The company (‘Yellapro’) is part of a group of companies (the ‘Essor’ group). Essor’s main focus is on product innovation and diversification as the global consumer base continues to place increased emphasis on eCommerce as their preferred method of shopping.

Sales

Yellapro has delivered a relatively satisfactory financial performance during the year with sales reaching $25,495,637 (2023: $28,937,687) even though it witnessed a decrease in sales by 11.89% (2023: decrease by 14.3%) compared to previous year. Revenue generated during the year relates to sales of products with strong brand equity. These products can be purchased online through Amazon and other platforms or through other online or wholesale channels. Products were primarily offered to US customers while other markets and sales channels started to evolve.

The key performance indicators below reflect Yellapro’s performance for the period.

Our key financial measures give us a clear indication of the overall performance and position of Yellapro.

We have closed the financial year with a positive gross margin. In 2024 the gross profit includes a write up of $313,462 to the value of stock while 2023 Yellapro incurred a $567,982 reduction of obsolete inventory provision. Yellapro’s profitability and healthy margins have improved compared to previous year. Management continues to take corrective actions through product lines differentiation, targeted advertising and promotional campaigns and cost and inventory management initiatives to further improve Yellapro’s metrics.

Financial position at the end of the period

Yellapro finished the year with quick and current ratios at 0.6 (2023: 0.4) and 0.6 (2023: 0.5) respectively. We are looking to improve our liquidity ratios by managing our intercompany receivables and payables and closely monitoring cash to settle the amounts owed to group undertakings.

Credit risk

Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date. Significant customers are those that represent more than 10% of the company's total revenue or gross accounts receivable balance. At 31 December 2024 and 2023 Yellapro did not have any customers that accounted for 10% or more of total revenue and therefore it did not have a concentration of credit risk. At 31 December 31 2024, it had one third-party fulfillment provider acting as a payment facilitator that accounted for 10% or more of gross accounts receivable. Yellapro’s cash is held with reputable and regulated institutions and is not invested in any financial instruments carrying credit risk.

Liquidity risk

Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability but can also increase the risk of losses. We have procedures with the object of minimizing such losses, such as, appropriate management of working capital and close monitoring of forecasted cash flows, with the aim of maintaining adequate cash to service the company’s current needs.

Currency risk

Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates and it arises when future commercial transactions and recognised assets and liabilities are denominated in a currency other than Yellapro's functional currency. Yellapro is exposed to foreign exchange risk from various currency exposures. Revenue earned and costs incurred in foreign currencies are matched to the maximum extent possible to create natural hedging. We monitor the exchange rate fluctuations on a continuous basis and act accordingly.

Looking to the future

Strategic focus

We move forward with an increased focus on product innovation and diversification as the global consumer base continues to place increased emphasis on eCommerce as their preferred method of shopping.

Outlook

Looking ahead, we continue to be well positioned to capture consumers needs through the continued development of our brands and exploration of new markets. By pairing ourselves with like-minded individuals, we continue to work together and lead the industry in terms of value-added quality products and customer experience. We want to be the customer’s choice for their online shopping needs.

On behalf of the board

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

The principal activity of the company during the year was the retail sale of goods via online platforms (including Amazon marketplace) and other non-store channels.

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

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

Research and development (R&D) expenditure is expensed in the year in which it is incurred.

There are no events after the year end that the directors believe need to be reported.

There have been no significant future developments the director believes need to be reported.

In accordance with the company's articles, a resolution proposing that DSA Prospect Limited be reappointed as auditor of the company will be put at a General Meeting.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.

We have audited the financial statements of Yellapro Limited (the 'company') for the year ended 31 December 2024 which comprise the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity 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 company's affairs as at 31 December 2024 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors 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.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

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

As explained more fully in the directors' responsibilities statement, 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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design and perform our audit procedures in accordance with ISAs (UK) to obtain reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error.

In identifying and assessing the risks of material misstatement due to irregularities, including fraud, we considered the nature of the company’s operations and the regulatory environment in which it operates. This included consideration of compliance with relevant legislation such as consumer protection and product safety regulations, import and customs requirements, and applicable tax laws, including VAT and transfer pricing rules within the group.

As part of our audit, we:

• Made enquiries of management and those charged with governance regarding any known or suspected non-compliance with laws and regulations, or instances of fraud;

• Made enquiries of individuals responsible for tax and compliance functions in relation to import procedures, VAT matters, and other regulatory obligations relevant to the company’s activities;

• Reviewed minutes of board meetings and any correspondence with regulatory bodies, including HMRC;

• Reviewed financial statement disclosures and assessed compliance with applicable legal and regulatory requirements, including the Companies Act 2006;

• Performed audit procedures to address the risk of management override of controls, including journal entry testing, review of unusual or significant transactions within the group, and evaluation of key accounting estimates (such as inventory valuation and intercompany pricing) for potential bias.

Because of the inherent limitations of an audit, there is a risk that not all irregularities, including those involving fraud or non-compliance with regulations, will be detected. This risk increases where irregularities involve collusion, forgery, intentional omissions, misrepresentation, or the override of internal controls. It may also increase in respect of compliance activities that are more remote from the financial reporting process — for example, operational matters such as import or customs compliance.

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.

The income statement has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Yellapro Limited is a private company limited by shares incorporated in England and Wales. The registered office is First Floor, 1 Des Roches Square, Witan Way, Witney, OX28 4BE.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in US dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: The disclosure requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b), and 12.29A;

• Section 26 ‘Share based Payment’: Share based payment arrangements required under FRS 102 paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Essor Group Inc. These consolidated financial statements are available from its registered office, 228 Park Ave S, STE 78816, New York, New York 10003, United States of America.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied, net of returns, discounts and rebates allowed by the company and value added taxes.

The company bases its estimate of returns on actual results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

Where the consideration receivable in cash or cash equivalents is deferred, and the arrangement constitutes a financing transaction, the fair value of the consideration is measured as the present value of all future receipts using the imputed rate of interest.

The company recognises revenue when (a) the significant risks and rewards of ownership have been transferred to the buyer; (b) the group retains no continuing involvement or control over the goods; (c) the amount of revenue can be measured reliably; (d) it is probable that future economic benefits will flow to the entity and (e) when the specific criteria relating to the group’s sales channel have been met, as described below.

The company recognises revenue from the following major sources:

• Retail sale of goods via online platforms

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

The company sells goods online on Amazon and other platforms for delivery to the customer. Revenue is recognised when the risks and rewards of the inventory are passed to the customer. The point of acceptance is the delivery of goods to the customer.

Provision is made for credit notes based on the expected level of returns which is based on the actual experience of returns.

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Transactions in currencies other than US dollars are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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

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

Critical Judgements

The following judgements, apart from those involving estimations, have had the most significant effect on amounts recognised in the financial statements:

Assessment of going concern

Management reviews the company’s cash flow forecasts, debt maturities, and available borrowing facilities. In forming its judgment, management considers whether there are material uncertainties about the company’s ability to continue as a going concern for a period of at least 12 months from the reporting date. If the forecasts show stress under downside scenarios, or reliance on future financing, then this judgment is particularly sensitive.

Revenue recognition for online sales

The Directors have considered when control of goods passes to the customer for the purposes of recognising revenue. Judgement is applied in determining whether sales made via e-commerce channels, including major online marketplaces are recognised on dispatch or upon confirmed delivery, particularly for goods shipped internationally.

Determination of principal versus agent status

In assessing revenue recognition, the Directors have reviewed the terms of the selling arrangements to determine whether the Company is acting as principal or as agent. This requires consideration of which party has primary responsibility for fulfilling the order, inventory risk and pricing discretion.

Key Sources of Estimation Uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are as follows:

Inventory valuation and obsolescence

Inventory is valued at the lower of cost and net realisable value. The Company makes estimates regarding selling prices based on current market conditions in online marketplaces, taking into account historical sales data, seasonal demand, product reviews, and expected clearance discounts for slow-moving lines.

Impairment of trade receivables

Although most sales are processed through a major online market place's payment system, trade receivables include amounts due from online marketplaces. The Directors assess recoverability by reviewing settlement patterns, potential withholding due to returns or claims, and any disputes with platforms.

Provision for returns and refunds

The Company offers return rights in line with consumer protection regulations and marketplace expectations. Management estimates the level of future returns based on historical return rates, product category, and any known quality issues affecting specific stock lines.

The average monthly number of persons (including directors) employed by the company during the year was:

The cost of the audit of the company’s financial statements has been borne by a subsidiary company in the group, ATV Global Limited.

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

Stock with a carrying amount of $2,528,431 (2023 - $3,254,011) have been pledged to secure borrowings of the company. The company is not allowed to pledge these assets as security for other borrowings.

Debtors with a carrying amount of $25,601,919 (2023 - $11,990,224) have been pledged to secure borrowings of the company. The company is not allowed to pledge these assets as security for other borrowings.

Ordinary shares are entitled to one vote in any circumstances, equal rights to dividends, to participate in a distribution on winding up of the company and are non-redeemable.

The company has an outstanding fixed and floating charge, which contains a negative pledge, against certain assets of the company in respect of group liabilities.

In 2018, a former director opened a remuneration trust in the name of the business. The former director has agreed to settle all liabilities due to HMRC in regards to this.

The parent company of Yellapro Limited is AT Global Holdings Limited.

As at the year end the ultimate holding company of Yellapro Limited was Branded Group SA and its registered office was 17 Boulevard Friedrich Wilhelm Raiffeisen, 2411, Luxembourg. Branded Group SA was merged with Essor Group Inc. on 30 May 2025 and removed from the Companies Registrar in Luxembourg on 22 September 2025.

The company's financial statements are consolidated into Essor Group Inc.'s consolidated financial statements as of 31 December 2024 which are available from 228 Park Ave S, STE 78816, New York, New York 10003, United States of America.