Registered number: 12793914
FOR THE YEAR ENDED 31 DECEMBER 2024
GOBRANDS UK HOLDINGS LTD
COMPANY INFORMATION
GOBRANDS UK HOLDINGS LTD
CONTENTS
GOBRANDS UK HOLDINGS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present the strategic report together with the audited financial statements for the year ended 31 December 2024.
In 2024, GoBrands UK Holdings Ltd ( the "Company") incurred a loss before tax of £30.3 million (2023: £51.6 million). The changes are mainly driven by revenues increase to £102 million, cost of sales increase to £72.1 million (2023: £54.8 million), and administrative expense decrease to £54 million (£69.5 million) which is mainly due to decrease in payroll costs.
The principal risk or uncertainty the Company is exposed to is its reliance on the continued support of group companies. However, management is confident that the group companies will continue to provide the required financial support to the Company until such time that it starts to become profitable.
The Company’s plan is to focus on delivering a profitable business in the near-term. It aims to achieve this by continuing to increase revenues and order volumes while driving efficiencies across its operations and maintaining a low-cost base.
Revenue growth will be achieved by constantly improving the customer experience, for example by expanding assortment and shopping occasions, delivering superior value to both non-subscribers and subscribers and by developing partnerships with other strategic operators. The Company expects margins to continue to improve by improving driving efficiencies across its operations. Looking forward, the Company intends to drive further growth through continued improved customer experience. Consumers will be provided with greater value through a combination of assortment expansion, pricing initiatives and various strategic partnerships focused on improving awareness.
As a loss-making business, the Company is supported through its growth phase by funding from the group companies, and at 31 December 2024 the business is in a net liability position due to amounts borrowed from the group companies. Management is aware of the Group stated targets of achieving profitability in the medium term and believe the business remains on track to meet these targets.
The Company’s plan is to focus on delivering a profitable business in the near-term. It aims to achieve this by continuing to increase revenues and order volumes while driving efficiencies across its operations and maintaining a low-cost base.
Revenue growth will be achieved by constantly improving the customer experience, for example by expanding assortment and shopping occasions, delivering superior value to both non-subscribers and subscribers and by developing partnerships with other strategic operators. The Company expects margins to continue to improve by improving driving efficiencies across its operations. Looking forward, the Company intends to drive further growth through continued improved customer experience. Consumers will be provided with greater value through a combination of assortment expansion, pricing initiatives and various strategic partnerships focused on improving awareness.
As a loss-making business, the Company is supported through its growth phase by funding from the group companies, and at 31 December 2024 the business is in a net liability position due to amounts borrowed from the group companies. Management is aware of the Group stated targets of achieving profitability in the medium term and believe the business remains on track to meet these targets.
The Company monitors Revenues, Order Volumes, and Contribution Margin (defined as revenue less all directly attributable product and delivery costs) as its key performance indicators. In 2024, each of these metrics showed material improvement.
Revenues increased by 30% in 2024 compared to the prior year. Revenue growth was supported by increased order volumes, stronger customer engagement, strategic partnerships, and higher average order values, as customers purchased more items per transaction. Looking forward, the Company intends to drive further growth through continued competitive pricing to deliver value to customers and through the addition of new commercial partnerships within its core market.
Despite the growth in revenue, the Company maintained a strong focus on operational efficiency and cost discipline throughout the year. This approach led to a notable turnaround in Contribution Margin, which improved to a positive £7.6 million in 2024, compared to a negative £7.9 million in 2023.
Revenues increased by 30% in 2024 compared to the prior year. Revenue growth was supported by increased order volumes, stronger customer engagement, strategic partnerships, and higher average order values, as customers purchased more items per transaction. Looking forward, the Company intends to drive further growth through continued competitive pricing to deliver value to customers and through the addition of new commercial partnerships within its core market.
Despite the growth in revenue, the Company maintained a strong focus on operational efficiency and cost discipline throughout the year. This approach led to a notable turnaround in Contribution Margin, which improved to a positive £7.6 million in 2024, compared to a negative £7.9 million in 2023.
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GOBRANDS UK HOLDINGS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company also closely monitors non-financial KPIs, which it considers essential to delivering a high-quality customer experience. These include:
∙Speed of Delivery: In 2024, average delivery times were 29 minutes, similar to the prior year and within the expected performance range.
∙Order Accuracy: Order Edit rates are used to measure service quality, reflecting the accuracy of orders delivered. In 2024, the average Order Edit rate was 0.6%, highlighting continued strength of our operational processes and service quality.
∙Product Availability: Ensuring consistent product availability is a key focus. The Company achieved an
average weekly availability rate of 96% in 2024, up from 95% in the previous year.
average weekly availability rate of 96% in 2024, up from 95% in the previous year.
The directors have considered the requirements of section 172 (1) of the Companies Act 2006 and have set out the key considerations below.
a. The likely consequences of any decision in the long term.
During the financial year, the Company has taken commercial, operational and strategic decisions which the directors consider are for the benefit of the Company, with a view to promoting its long-term success and sustainability. An example of this decision is the preparation, review and approval of the annual budget which drives the Company's long-term strategy and success, together with continued investment to ensure long-term growth and sustainability.
b. The interests of the Company's employees.
It is recognised that the Company's success is because of its employees’ outstanding talent, knowledge, experience, leadership, and teamwork. The Company supports its people and communities by promoting diversity, employee health, safety, and well-being, and engaging with the communities where it operates. Regular individual and team meetings are held, and an integrated Human Resource Platform exists to ensure the continued development of the Company's employees.
Company-wide all-hands meetings are held monthly. The CEO's of the Company and wider Group share business updates and provide recognition to the outstanding employees.
c. The need to foster the Company's business relationships with suppliers, customers and others.
The Company recognises that social, ethical, and environmental governance of its supply chain is integral to its business success. Consequently, the Company expects its suppliers and contractors to ensure that they comply with all applicable laws and regulations, including those relating to bribery and corruption, fair employment practices, safety, health, and the environment. Each supplier or contractor must agree that it is responsible for controlling its own supply chain and that it shall encourage compliance with ethical standards and human rights by any subsequent supplier of goods and services that they use when fulfilling their obligations to the Company. In addition, the supplier or contractor must confirm that it adopts ethical and human rights policies and an appropriate complaints procedure to deal with any breaches of such policies.
d. The impact of the Company's operations on the community and the environment.
The Directors are conscious of environmental issues and aim to minimize the impact of the Company’s operations on the environment where possible, such as the use of recyclable packaging and encompassing targets that focus on using less energy. As the Company is regularly physically immersed in the local communities in which it operates, the Directors understand the need to be responsible neighbours and community members.
e. The desirability of the Company maintaining a reputation for high standards of business conduct.
a. The likely consequences of any decision in the long term.
During the financial year, the Company has taken commercial, operational and strategic decisions which the directors consider are for the benefit of the Company, with a view to promoting its long-term success and sustainability. An example of this decision is the preparation, review and approval of the annual budget which drives the Company's long-term strategy and success, together with continued investment to ensure long-term growth and sustainability.
b. The interests of the Company's employees.
It is recognised that the Company's success is because of its employees’ outstanding talent, knowledge, experience, leadership, and teamwork. The Company supports its people and communities by promoting diversity, employee health, safety, and well-being, and engaging with the communities where it operates. Regular individual and team meetings are held, and an integrated Human Resource Platform exists to ensure the continued development of the Company's employees.
Company-wide all-hands meetings are held monthly. The CEO's of the Company and wider Group share business updates and provide recognition to the outstanding employees.
c. The need to foster the Company's business relationships with suppliers, customers and others.
The Company recognises that social, ethical, and environmental governance of its supply chain is integral to its business success. Consequently, the Company expects its suppliers and contractors to ensure that they comply with all applicable laws and regulations, including those relating to bribery and corruption, fair employment practices, safety, health, and the environment. Each supplier or contractor must agree that it is responsible for controlling its own supply chain and that it shall encourage compliance with ethical standards and human rights by any subsequent supplier of goods and services that they use when fulfilling their obligations to the Company. In addition, the supplier or contractor must confirm that it adopts ethical and human rights policies and an appropriate complaints procedure to deal with any breaches of such policies.
d. The impact of the Company's operations on the community and the environment.
The Directors are conscious of environmental issues and aim to minimize the impact of the Company’s operations on the environment where possible, such as the use of recyclable packaging and encompassing targets that focus on using less energy. As the Company is regularly physically immersed in the local communities in which it operates, the Directors understand the need to be responsible neighbours and community members.
e. The desirability of the Company maintaining a reputation for high standards of business conduct.
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GOBRANDS UK HOLDINGS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company is committed to customer satisfaction, which is achieved by maintaining the highest standards of health and safety, sustainability, environmental and energy management, and quality and product safety.
To ensure the Company continues to achieve our commitments, it regularly monitors customer satisfaction through customer satisfaction surveys and feedback on our ordering tool.
In addition, the Company has a code of conduct which all employees follow.
f. The need to act fairly as between members of the Company.
The Board regularly meets with the shareholders and investors to give an opportunity for direct engagement.
The results of the scenario modelling are such that the directors are confident that the business will continue to operate successfully as a going concern. See the going concern section in the accounting policies.
To ensure the Company continues to achieve our commitments, it regularly monitors customer satisfaction through customer satisfaction surveys and feedback on our ordering tool.
In addition, the Company has a code of conduct which all employees follow.
f. The need to act fairly as between members of the Company.
The Board regularly meets with the shareholders and investors to give an opportunity for direct engagement.
The results of the scenario modelling are such that the directors are confident that the business will continue to operate successfully as a going concern. See the going concern section in the accounting policies.
This report was approved by the board on 24 December 2025 and signed on its behalf.
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GOBRANDS UK HOLDINGS LTD
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.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 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.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' reports may differ from legislation in other jurisdictions.
The loss for the year, after taxation, amounted to £30,295,208 (2023 - loss £51,656,089).
The results for the period are set out on page 15. No dividends were declared during the year (2023: £nil).
The directors who served during the year and up to the date of this report were:
Eoin Ryan (appointed 26 March 2025)
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GOBRANDS UK HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company's likely future developments including the Company's strategy are described in the Strategic
Report above.
Report above.
The Company did not undertake any research and development activities during the year (2023: £nil).
At 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.
The Company has made losses of £30,295,208 for the year ended 31 December 2024. Net liabilities as at 31 December 2024 are £137,410,863. This includes intercompany liabilities of £156,216,675. If intercompany liabilities are not taken into account, the Company has net assets of £18,805,812.
Subsequent to the year end, the Company continues to see an increase in orders. It is expected that the upward trend in revenues will continue as the Company grows its customer base and the Company expects margins to increase through improved efficiencies across its operations. In addition, the Company has taken a number of cost-saving measures, to reduce losses in the near-term. Despite the business growth, the Company is not expected to generate profits within 12 months of the issuance and signing of these financial statements.
As such, and due to the Group’s funding structure, the Company will be reliant on the continued funding from Group companies. The Company has obtained confirmation from GoBrands Inc, its ultimate parent, for the provision of the financial support required for its continued operation for a period of not less than 12 months from the issuance and signing of these financial statements. The Group company has prepared forecasts for 5 years in assessing the level of support required, which indicate that the Group will refinance or extend certain debt facilities that mature within the going concern period in the ordinary course of business. Whilst the directors fully anticipate that continued financing or appropriate alternative financing solutions will be made available in due course, these circumstances represent a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.
The directors however believe that it remains appropriate to prepare the financial statements on a going concern basis as the Group has sufficient cash reserves to provide the required financial support.
The Company has made losses of £30,295,208 for the year ended 31 December 2024. Net liabilities as at 31 December 2024 are £137,410,863. This includes intercompany liabilities of £156,216,675. If intercompany liabilities are not taken into account, the Company has net assets of £18,805,812.
Subsequent to the year end, the Company continues to see an increase in orders. It is expected that the upward trend in revenues will continue as the Company grows its customer base and the Company expects margins to increase through improved efficiencies across its operations. In addition, the Company has taken a number of cost-saving measures, to reduce losses in the near-term. Despite the business growth, the Company is not expected to generate profits within 12 months of the issuance and signing of these financial statements.
As such, and due to the Group’s funding structure, the Company will be reliant on the continued funding from Group companies. The Company has obtained confirmation from GoBrands Inc, its ultimate parent, for the provision of the financial support required for its continued operation for a period of not less than 12 months from the issuance and signing of these financial statements. The Group company has prepared forecasts for 5 years in assessing the level of support required, which indicate that the Group will refinance or extend certain debt facilities that mature within the going concern period in the ordinary course of business. Whilst the directors fully anticipate that continued financing or appropriate alternative financing solutions will be made available in due course, these circumstances represent a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.
The directors however believe that it remains appropriate to prepare the financial statements on a going concern basis as the Group has sufficient cash reserves to provide the required financial support.
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GOBRANDS UK HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company's policy is to consult and discuss with employees, at meetings, about matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Company's performance.
The Company wishes to provide incentives to attract and retain qualified employees, to encourage continued quality services by employees, and to reward the contributions of such employees to the success of the Company. The Company classifies stock-based awards, including restricted stock awards ("RSAs") and restricted stock units ("RSUs") (collectively, the "awards"), granted in exchange for services as equity awards for
employees. RSAs and RSUs are subject to forfeiture if employment terminates, or, in the case of RSUs, if the liquidity event vesting requirement is not met prior to the expiration date. Equity awards vest, or in the case of RSUs, meet the service-based vesting requirement in approximately equal annual or monthly installments following a vesting cliff on the anniversary of the grant date generally over a range from two to four years or, in some cases, in one installment, in either case subject to the holder's continued service on each applicable vesting date. RSUs are subject to an additional liquidity event vesting requirement. RSAs and RSUs cannot be sold or transferred until they have vested. Equity awards are measured based on the fair value of the award at the grant date and the Company recognises stock-based compensation on a straight-line basis over the award's requisite service period, which is generally the service-based vesting period of the award, less actual forfeitures. No compensation expense is recognised for awards for which participants do not render the requisite services.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Company's performance.
The Company wishes to provide incentives to attract and retain qualified employees, to encourage continued quality services by employees, and to reward the contributions of such employees to the success of the Company. The Company classifies stock-based awards, including restricted stock awards ("RSAs") and restricted stock units ("RSUs") (collectively, the "awards"), granted in exchange for services as equity awards for
employees. RSAs and RSUs are subject to forfeiture if employment terminates, or, in the case of RSUs, if the liquidity event vesting requirement is not met prior to the expiration date. Equity awards vest, or in the case of RSUs, meet the service-based vesting requirement in approximately equal annual or monthly installments following a vesting cliff on the anniversary of the grant date generally over a range from two to four years or, in some cases, in one installment, in either case subject to the holder's continued service on each applicable vesting date. RSUs are subject to an additional liquidity event vesting requirement. RSAs and RSUs cannot be sold or transferred until they have vested. Equity awards are measured based on the fair value of the award at the grant date and the Company recognises stock-based compensation on a straight-line basis over the award's requisite service period, which is generally the service-based vesting period of the award, less actual forfeitures. No compensation expense is recognised for awards for which participants do not render the requisite services.
the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure
that their employment within the Company continues and that the appropriate training is arranged. It is the policy
of the Company that the training, career development and promotion of disabled persons should, as far as
possible, be identical to that of other employees.
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GOBRANDS UK HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Companies Act 2006 (Strategic report and Directors’ report) Regulation 2018 requires the Company to disclose annual UK energy consumption and carbon emissions from SECR regulated sources.
Data has been assessed and the report provided by Sustainable Advantage. The UK Government’s environmental reporting guidance on how to measure and report greenhouse gas emissions has been used, along with the relevant greenhouse gas reporting figures.The financial control approach has been used to define the scope boundary. The reporting period is 1st January 2024 – 31st December 2024, aligning with the company’s financial year.
A base year of 1st January 2024 – 31st December 2024 has been used, as this is the earliest year for which reliable data was recorded and measured. The base year is used as the benchmark for emission data and consumption changes, and the changes between this reporting period and the base year have been recorded and detailed. The recalculation policy is to recalculate the base year emissions only for relevant significant changes which meet the threshold of affecting 5% of base year emissions.
Data has been assessed and the report provided by Sustainable Advantage. The UK Government’s environmental reporting guidance on how to measure and report greenhouse gas emissions has been used, along with the relevant greenhouse gas reporting figures.The financial control approach has been used to define the scope boundary. The reporting period is 1st January 2024 – 31st December 2024, aligning with the company’s financial year.
A base year of 1st January 2024 – 31st December 2024 has been used, as this is the earliest year for which reliable data was recorded and measured. The base year is used as the benchmark for emission data and consumption changes, and the changes between this reporting period and the base year have been recorded and detailed. The recalculation policy is to recalculate the base year emissions only for relevant significant changes which meet the threshold of affecting 5% of base year emissions.
Operational Scopes
Scope 1, 2 and 3 emissions have been included within this report. GoBrands occupied 39 sites during the reporting period, where electricity and gas are the primary and only utilities used. GoBrands owned company vehicles and have staff mileage claims. All activities are based within the UK.
Scope 1, 2 and 3 emissions have been included within this report. GoBrands occupied 39 sites during the reporting period, where electricity and gas are the primary and only utilities used. GoBrands owned company vehicles and have staff mileage claims. All activities are based within the UK.
∙Scope 1 emissions consist of natural gas usage within the building and fuel from company owned vehicles.
∙Scope 2 consist of electricity usage within the building.
∙Scope 3 emissions consisting of grey fleet have been included.
Table 1 shows the breakdown of carbon emissions, in tonnes of carbon dioxide equivalent (tCO2e), by scope and specific area, with comparison to the base year.
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GOBRANDS UK HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Carbon Offsets & Electricity
Electricity purchased for own use or consumption: 4,592,320 kWh.
Renewable electricity generated from owned or controlled sources: 4,230,991 kWh.
GoBrands recognise that the company’s primary responsibility is to reduce emissions as far as possible. Therefore, as GoBrands work towards responsible consumption practices, to mitigate any impact, a green tariff for 100% renewable electricity has been purchased from Pozitive Energy. Every unit of renewable energy purchased with Engie comes with its own Renewable Energy Guarantee of Origin (REGO) certificate. This means there are no associated carbon emissions from electricity, reducing the carbon footprint by 876.03
Electricity purchased for own use or consumption: 4,592,320 kWh.
Renewable electricity generated from owned or controlled sources: 4,230,991 kWh.
GoBrands recognise that the company’s primary responsibility is to reduce emissions as far as possible. Therefore, as GoBrands work towards responsible consumption practices, to mitigate any impact, a green tariff for 100% renewable electricity has been purchased from Pozitive Energy. Every unit of renewable energy purchased with Engie comes with its own Renewable Energy Guarantee of Origin (REGO) certificate. This means there are no associated carbon emissions from electricity, reducing the carbon footprint by 876.03
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GOBRANDS UK HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
tCO2e, however location-based grid average emissions have been used to report the emissions figure.
Intensity Ratios & Targets
An overall intensity ratio of gross Scope 1, 2 and 3 emissions per £M Turnover has been calculated. This will allow comparison and benchmarking with similar sites and organisations and still drives energy reduction goals. Although building electricity is sourced through renewable energy contracts the location-based grid average emissions have been used to calculate intensity ratios.
The previous reduction target was to reduce gross Scope 1, 2 and 3 emissions by 5% from FY 2023 to FY 2024. The chosen emissions reduction target for this financial year is to reduce the overall business intensity ratio by 5% from FY 2024 to FY 2025. The target is based upon the intensity ratio to improve performance, rather than allow for spurious improvements due to changes in operations. If the turnover theoretically remains the same across the current and upcoming reporting periods, predicted gross emissions are 427.41 tCO2e.
Table 2 shows the intensity ratio of £101.98M and target for the business, with comparison to the base year.
Intensity Ratios & Targets
An overall intensity ratio of gross Scope 1, 2 and 3 emissions per £M Turnover has been calculated. This will allow comparison and benchmarking with similar sites and organisations and still drives energy reduction goals. Although building electricity is sourced through renewable energy contracts the location-based grid average emissions have been used to calculate intensity ratios.
The previous reduction target was to reduce gross Scope 1, 2 and 3 emissions by 5% from FY 2023 to FY 2024. The chosen emissions reduction target for this financial year is to reduce the overall business intensity ratio by 5% from FY 2024 to FY 2025. The target is based upon the intensity ratio to improve performance, rather than allow for spurious improvements due to changes in operations. If the turnover theoretically remains the same across the current and upcoming reporting periods, predicted gross emissions are 427.41 tCO2e.
Table 2 shows the intensity ratio of £101.98M and target for the business, with comparison to the base year.
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GOBRANDS UK HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
There have been no significant events affecting the Company since the year end.
The auditors, AAB Audit & Accountancy Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 24 December 2025 and signed on its behalf.
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GOBRANDS UK HOLDINGS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GOBRANDS UK HOLDINGS LTD
We have audited the financial statements of GoBrands UK Holdings Ltd (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of cash flows, the Statement of changes in equity and the related notes, 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).
We draw attention to note 2.2 in the financial statements, which indicates a material uncertainty exists as the Group will be required to refinance or extend certain debt facilities that mature within the going concern period which would impact the Company. Our opinion is not modified in respect of this matter.
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. Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included:
∙We reviewed and challenged management’s going concern assessment covering a period of at least 12 months from the date of approval of the accounts.
∙We reviewed and challenged forecasts for a period of at least 12 months from date of approval of the accounts, including key underlying assumptions.
∙We reviewed the most recent results/latest management accounts of applicable entities.
∙We reviewed previous forecast assumptions made by management i.e compared Budget to Actual results.
∙We reviewed the letter of support from the ultimate parent company and assessed their ability to provide financial support should this be required.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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GOBRANDS UK HOLDINGS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GOBRANDS UK HOLDINGS LTD (CONTINUED)
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 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
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.
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GOBRANDS UK HOLDINGS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GOBRANDS UK HOLDINGS LTD (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements.
The laws and regulations we considered in this context were the Companies Act 2006, UK Taxation legislation and Health & Safety legislation.
We identified the greatest risk of material impact on the financial statements from irregularities including fraud to
be:
∙Management override of controls through the posting of unusual journals.
∙Timing of revenue recognition
Our audit procedures to respond to these risks included:
∙Testing of journal entries and other adjustments for appropriateness
∙Designing audit procedures to test the timing and completion of income
∙Reviewing judgements made by management in their calculation of accounting estimates for potential
management bias
management bias
∙Analytical procedures to identify any unusual or unexpected trends or relationship
∙Reviewing minutes of meetings of those charged with governance to identify any matters indicating actual or
potential fraud.
potential fraud.
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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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.
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GOBRANDS UK HOLDINGS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GOBRANDS UK HOLDINGS LTD (CONTINUED)
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 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.
for and on behalf of
Statutory Auditor
70 St Mary Axe
EC3A 8BE
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GOBRANDS UK HOLDINGS LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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GOBRANDS UK HOLDINGS LTD
REGISTERED NUMBER: 12793914
BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 December 2025 .
The notes on pages 19 to 34 form part of these financial statements.
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GOBRANDS UK HOLDINGS LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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GOBRANDS UK HOLDINGS LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
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GOBRANDS UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The principal activity of GoBrands UK Holdings Ltd (the “Company”) is retail e-commerce. The Company operates under the trading name of Gopuff from its network of micro-fulfillment centres located throughout the United Kingdom. The Company sells groceries, convenience goods and household items to consumers in the UK. The Company is incorporated and domiciled in England and Wales.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
At 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.
The Company has made losses of £30,295,208 for the year ended 31 December 2024. Net liabilities as at 31 December 2024 are £137,410,863. This includes intercompany liabilities of £156,216,675. If intercompany liabilities are not taken into account, the Company has net assets of £18,805,812.
Subsequent to the year end, the Company continues to see an increase in orders. It is expected that the upward trend in revenues will continue as the Company grows its customer base and the Company expects margins to increase through improved efficiencies across its operations. In addition, the Company has taken a number of cost-saving measures, to reduce losses in the near-term. Despite the business growth, the Company is not expected to generate profits within 12 months of the issuance and signing of these financial statements.
As such, and due to the Group’s funding structure, the Company will be reliant on the continued funding from Group companies. The Company has obtained confirmation from GoBrands Inc, its ultimate parent, for the provision of the financial support required for its continued operation for a period of not less than 12 months from the issuance and signing of these financial statements. The Group company has prepared forecasts for 5 years in assessing the level of support required, which indicate that the Group will refinance or extend certain debt facilities that mature within the going concern period in the ordinary course of business. Whilst the directors fully anticipate that continued financing or appropriate alternative financing solutions will be made available in due course, these circumstances represent a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.
The directors however believe that it remains appropriate to prepare the financial statements on a going concern basis as the Group has sufficient cash reserves to provide the required financial support.
The Company has made losses of £30,295,208 for the year ended 31 December 2024. Net liabilities as at 31 December 2024 are £137,410,863. This includes intercompany liabilities of £156,216,675. If intercompany liabilities are not taken into account, the Company has net assets of £18,805,812.
Subsequent to the year end, the Company continues to see an increase in orders. It is expected that the upward trend in revenues will continue as the Company grows its customer base and the Company expects margins to increase through improved efficiencies across its operations. In addition, the Company has taken a number of cost-saving measures, to reduce losses in the near-term. Despite the business growth, the Company is not expected to generate profits within 12 months of the issuance and signing of these financial statements.
As such, and due to the Group’s funding structure, the Company will be reliant on the continued funding from Group companies. The Company has obtained confirmation from GoBrands Inc, its ultimate parent, for the provision of the financial support required for its continued operation for a period of not less than 12 months from the issuance and signing of these financial statements. The Group company has prepared forecasts for 5 years in assessing the level of support required, which indicate that the Group will refinance or extend certain debt facilities that mature within the going concern period in the ordinary course of business. Whilst the directors fully anticipate that continued financing or appropriate alternative financing solutions will be made available in due course, these circumstances represent a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.
The directors however believe that it remains appropriate to prepare the financial statements on a going concern basis as the Group has sufficient cash reserves to provide the required financial support.
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GOBRANDS UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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GOBRANDS UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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 Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
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 Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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GOBRANDS UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged 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:
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.
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GOBRANDS UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
Financial instruments are recognised in the Company's Balance sheet 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
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Basic financial liabilities
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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are
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GOBRANDS UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
(a) Key accounting estimates and assumptions
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a heightened risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
(i) Stock valuation and provision
Stock valuation and the related provision is considered a critical judgement area and one of the sources of estimation uncertainty. The estimation of stock provision is dependent on the underlying assumptions used for estimating the cost and turnover.
(ii) Share-based payments and valuation
Share-based payments is considered a critical judgement area and one of the sources of estimation uncertainty. The estimation of the share-based payment expense is dependent on the selection of the appropriate valuation option pricing model as well as the inputs used for calculating the fair value of the share options.
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GOBRANDS UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Analysis of turnover by country of destination:
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GOBRANDS UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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GOBRANDS UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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GOBRANDS UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
12.Taxation (continued)
There were no factors that may affect future tax charges.
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GOBRANDS UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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GOBRANDS UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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GOBRANDS UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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GOBRANDS UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
During 2024, the Company received additional loans totalling £20,000,000 from its group company GoBrands EU S.a.r.l at interest rates between 5.88% - 5.97% which were the European market rate of interest at the time, with each additional loan repayable over a period of 15 years.
As at 31 December 2024, the loan balance with GoBrands EU Sarl is £134,731,527 (2023: £114,731,527) and interest accrued of £8,351,516 (2023: £4,199,758). The loans incur interest rates between 1.1% - 5.97% repayable over a period of 15 years from the start date.
As at 31 December 2024, the Company also has a long term loan from Godija Ltd, a group company, of £6,006,501 (2023: £6,006,501) and interest accrued is £509,371 (2023: £240,280). The loan incur interest rate at a rate of 4.48% and is repayable on 25 January 2038.
As at 31 December 2024, the loan balance with GoBrands EU Sarl is £134,731,527 (2023: £114,731,527) and interest accrued of £8,351,516 (2023: £4,199,758). The loans incur interest rates between 1.1% - 5.97% repayable over a period of 15 years from the start date.
As at 31 December 2024, the Company also has a long term loan from Godija Ltd, a group company, of £6,006,501 (2023: £6,006,501) and interest accrued is £509,371 (2023: £240,280). The loan incur interest rate at a rate of 4.48% and is repayable on 25 January 2038.
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GOBRANDS UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. The amount recognised in profit or loss as an expense in relation to defined contribution plans was £173,996 (2023: £100,628). The liability at the year end was £13,330 (2023: £18,735).
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GOBRANDS UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company's immediate parent undertaking is GoBrands EU Intermediate Holdings S.a.r.l. registered in Luxembourg. Its principal office address is 17, Boulevard F.W. Raiffeisen, 2411 Luxembourg. The largest consolidating entity and ultimate controlling party is GoBrands, Inc. , a company registered in the United States of America.
GoBrands, Inc.,
537 N 3rd St,
Philadelphia
PA 19123,
United States of America
GoBrands, Inc.,
537 N 3rd St,
Philadelphia
PA 19123,
United States of America
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