ACCOUNTS - Final Accounts preparation

Auditors' remuneration

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

Registered number: 13039277

GODIJA LTD

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

GODIJA LTD

COMPANY INFORMATION

Directors	Yusuf Saban (resigned 18 February 2025)
	Alberto Menolascina (resigned 18 February 2025)
	Gerry Pidgeon (appointed 18 February 2025, resigned 26 March 2025)
	Yakir Gola (appointed 18 February 2025)
	Eoin Ryan (appointed 26 March 2025)


Registered number	13039277


Registered office	48 Hoxton Square
	London
	N1 6PB


Independent auditors	AAB Audit & Accountancy Limited
	70 St Mary Axe
	London
	EC3A 8BE

GODIJA LTD

CONTENTS

	Page
Directors' report	1 - 2
Independent auditors' report	3 - 6
Statement of income and retained earnings	7
Balance sheet	8
Notes to the financial statements	9 - 15

GODIJA 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.

Directors' responsibilities statement

The directors are responsible for preparing the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 for the Company's financial statements and then apply them consistently;

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

∙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.

Directors

The directors who served during the year and up to the date of this report were:

Eoin Ryan (appointed 26 March 2025)

Yusuf Saban (resigned 18 February 2025)

Alberto Menolascina (resigned 18 February 2025)

Gerry Pidgeon (appointed 18 February 2025, resigned 26 March 2025)

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditors, AAB Audit & Accountancy Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

Page 1

GODIJA LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

This report was approved by the board on 24 December 2025 and signed on its behalf.

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

Eoin Ryan

Director

Page 2

GODIJA LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GODIJA LTD

Opinion

We have audited the financial statements of GoDija Ltd (the 'Company') for the year ended 31 December 2024, which comprise the Statement of income and retained earnings, the Balance sheet 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).

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 profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter - Non-going concern basis of preparation

We draw attention to note 2.4 to the financial statements which explains that in March 2022, the Company transferred its trade, assets and liabilities to another group company and ceased trading and the directors therefore do not consider it to be appropriate to adopt thge going concern basis of accounting in preparing the financial statements.

According, the finanical statements have been prepared on a basis other that going concern.

Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual 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.

Page 3

GODIJA LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GODIJA LTD (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in 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; or

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 1, 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.

Page 4

GODIJA LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GODIJA LTD (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

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

Our audit procedures to respond to these risks included:

∙Testing of journal entries and other adjustments for appropriateness

∙Analytical procedures to identify any unusual or unexpected trends or relationships

∙Reviewing minutes of meetings of those charged with governance to identify any matters indicating actual or
potential fraud.

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.

Page 5

GODIJA LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GODIJA LTD (CONTINUED)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.

Jai Raja ACA (Senior statutory auditor)

for and on behalf of

AAB Audit & Accountancy Limited

Statutory Auditor

70 St Mary Axe

London

EC3A 8BE

24 December 2025

Page 6

GODIJA LTD

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Administrative expenses		(845)	(2,902)
Operating loss		(845)	(2,902)
Impairment on investments		-	(54,426,644)
Interest receivable and similar income	7	269,091	240,260
Interest payable and similar expenses	8	(32,545)	(161,410)
Other finance income		-	165,344
Profit/(loss) before tax		235,701	(54,185,352)
Tax on profit/(loss)	9	-	-
Profit/(loss) after tax		235,701	(54,185,352)



Retained earnings at the beginning of the year	(69,835,919)	(15,650,567)
	(69,835,919)	(15,650,567)
Profit/(loss) for the year	235,701	(54,185,352)
Retained earnings at the end of the year	(69,600,218)	(69,835,919)

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

The notes on pages 9 to 15 form part of these financial statements.

Page 7

GODIJA LTD

REGISTERED NUMBER: 13039277

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£


Current assets
Debtors: amounts falling due after more than one year	10	6,515,852		-
Debtors: amounts falling due within one year	10	793,417		6,263,790
Cash at bank and in hand	11	169,750		965,410
		7,479,019		7,229,200
Creditors: amounts falling due within one year		(50,178)		(50,812)
Net current assets			7,428,841		7,178,388
Total assets less current liabilities			7,428,841		7,178,388
Creditors: amounts falling due after more than one year	13		(3,102,404)		(3,071,955)

Net assets			4,326,437		4,106,433

Capital and reserves
Called up share capital	14	3	3
Share premium account	15	68,044,454	68,044,454
Other reserves	15	18,987,804	18,987,804
Merger reserve	15	(13,105,606)	(13,089,909)
Profit and loss account	15	(69,600,218)	(69,835,919)
		4,326,437	4,106,433

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf 24 December 2025.

Eoin Ryan

Director

The notes on pages 9 to 15 form part of these financial statements.

Page 8

GODIJA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

GoDija Ltd (the "Company") is a private company limited by shares incorporated and domiciled in England and Wales. The Company provided business support to other group companies and is no longer trading. The registered office is 48 Hoxton Square, London, N1 6PB.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

2.3

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27. 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7

This Information is included in the consolidated financial statements of GoBrands Inc as at 31 December 2023 and these financial statements may be obtained from GoBrands Inc, 537 N 3rd St, Philadelphia, PA 19123, United States of America.

2.4

Going concern

The Company has made a profit of £218,672 for the year end 31 December 2024. Net assets as at 31 December 2024 were £4,309,408. In March 2022, the trade, assets and liabilities of the Company were transferred to GoBrands UK Holdings Ltd. Consequently, the Company ceased trading, and the directors intend to liquidate the Company.

As a result, the Company is no longer considered a going concern and these financial statements have not been prepared on a going concern basis.

Page 9

GODIJA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.8

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.10

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.11

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.

Page 10

GODIJA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

The directors believe there are no critical judgements that have been made in the process of applying the Company's accounting policies and that have a significant effect on the amounts recognised in the financial statements.

Fees payable to the Company's auditors for the audit of the Company's financial statements	7,162	8,995
Fees payable to the Company's auditors in respect of:
Taxation compliance services	2,000	2,250
All non-audit services not included above	1,588	1,995

Employees

The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL).

Employees

The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL).

The directors of the Company are remunerated through another group company, GoBrands, Inc. The directors did not receive remuneration in respect of their services to the Company in either current or previous financial year. No recharges were made to the Company in respect of director services for either current or prior year.

The average monthly number of employees, including directors, during the year was 0 (2023 - 0).

7.	Interest receivable and similar income
		2024	2023
		£	£

	Interest receivable from a group company	269,091	240,260
		269,091	240,260

Page 11

GODIJA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Interest payable and similar expenses
		2024	2023
		£	£

Other interest payable	-	128,410
Loans from group undertakings	32,545	33,000
	32,545	161,410


	Tax on profit/(loss)	-	-

Profit/(loss) on ordinary activities before tax

235,701

(54,185,352)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	58,925	(12,744,692)
Effects of:
Expenses not deductible for tax purposes	-	12,801,445
Capital allowances for year in excess of depreciation	-	(56,753)
Group relief	(58,925)	-
Total tax charge for the year	-	-

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 12

GODIJA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.	Debtors
		2024	2023
		£	£

Due after more than one year
Amounts owed by group undertakings	6,515,852	-
	6,515,852	-

Amounts owed by group companies relates to loan of £6,006,501 (2023:£6,006,501) and interest accrued of £509,371 (2023: £240,280) receivable from GoBrands UK Holdings Ltd.

The loan incurs interest at a rate of 4.48% and is repayable on 25 January 2038.

					2024	2023
					£	£

Due within one year
Amounts owed by group companies	776,388	6,246,761
Vat recoverable	17,029	17,029
	793,417	6,263,790

Amounts owed by group companies is owed by GoBrands UK Holdings Ltd. No interest is being charged on this loan and is repayable on demand.

11.	Cash and cash equivalents
		2024	2023
		£	£

Cash at bank and in hand	169,750	965,410
	169,750	965,410

12.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Amounts owed to group undertakings	50,178	50,178
Other taxation and social security	-	634
	50,178	50,812

Amount owed to group undertaking is owed to GoBrands EU S.a.r.l. No interest is being charged on this outstanding amount and is repayable on demand.

Page 13

GODIJA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Creditors: Amounts falling due after more than one year
		2024	2023
		£	£

Amounts owed to group undertakings	3,102,404	3,071,955
	3,102,404	3,071,955

The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
	2024	2023
	£	£

	Repayable other than by instalments	3,102,404	3,071,955
		3,102,404	3,071,955

Amounts owed by group companies relates to loan of £3,000,000 (2023:£3,000,000) and interest accrued of £102,404 (2023: £71,955) owed to GoBrands EU S.a.r.l.

The loan incurs an interest of 1.10% per annum and is repayable on 25 October 2036.

14.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

3 (2023 - 3) Ordinary shares of £1.00 each	3	3

In the prior year, the Company's immediate parent, GoBrands EU Intermediate Holdings S.a.r.l, subscribed and paid for 1 share with a nominal value of £1 at a consideration of £68,044,455 per share, giving rise to a share premium of £68,044,454 which was credited to the share premium account.

15.

Reserves

Share premium account

Capital redemption reserve consists of capital injection received from GoBrands EU Intermediate Holdings S.a.r.l which contributed a total of £68 million. This is alongside the share issue during the year

Other reserves

Other reserves consist of the capital contributions by GoBrands Inc, the ultimate parent company, which contributed a total of £18.99 million at the time of acquisition in the form of capital contributions.

Merger Reserve

Merger reserve consists of equity arising from the liquidation accounting treatment of a subsidiary of the Company, GoBrands Spain S.L. This was previously a loan receivable from GoBrands Spain S.L.

Page 14

GODIJA LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.

Related party transactions

The Company is a subsidiary of GoBrands Inc, which is the ultimate controlling party and is incorporated in the United States of America. The trade, assets, and liabilities of the Company were transferred to GoBrands UK Holdings Ltd in March 2022.

Advantage has been taken of the exemption under FRS 102 not to disclose transactions with entities that are part of the GoBrands Inc group or associates and joint ventures of other GoBrands Inc companies, on the grounds that all voting rights of the Company are controlled by GoBrands Inc.

17.	Controlling party

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

Page 15