Company registration number 14317599 (England and Wales)
SOMA BRANDS UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
SOMA BRANDS UK LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 11
SOMA BRANDS UK LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
3
971
-
0
Tangible assets
4
2,382,030
504,575
2,383,001
504,575
Current assets
Stocks
232,606
84,861
Debtors
5
1,549,746
420,101
Cash at bank and in hand
203,016
6,774
1,985,368
511,736
Creditors: amounts falling due within one year
6
(4,074,482)
(1,212,994)
Net current liabilities
(2,089,114)
(701,258)
Total assets less current liabilities
293,887
(196,683)
Creditors: amounts falling due after more than one year
7
(176,092)
-
0
Provisions for liabilities
(165,175)
-
Net liabilities
(47,380)
(196,683)
Capital and reserves
Called up share capital
8
1,000
1,000
Profit and loss reserves
(48,380)
(197,683)
Total equity
(47,380)
(196,683)

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved and signed by the director and authorised for issue on 13 March 2026
F Barreto
Director
Company registration number 14317599 (England and Wales)
SOMA BRANDS UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Share capital
Profit and loss reserves
Total
£
£
£
As restated for the period ended 31 December 2023:
Balance at 1 January 2023
1,000
-
0
1,000
Year ended 31 December 2023:
Loss and total comprehensive income
-
(197,683)
(197,683)
Balance at 31 December 2023
1,000
(197,683)
(196,683)
Year ended 31 December 2024:
Profit and total comprehensive income
-
149,303
149,303
Balance at 31 December 2024
1,000
(48,380)
(47,380)
SOMA BRANDS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
1
Accounting policies
Company information

Soma Brands UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 22 Globe Pond Road, London, SE16 6NQ.

1.1
Basis of preparation

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts 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.

1.2
Going concern

A true t the time of approving the financial statements, t he director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

Revenue is measured at the fair value of the consideration received or receivable net of VAT, trade discounts and refunds paid or payable in respect of returns.

Sale of goods

Revenue is recognised when significant risks and rewards of ownership of the products have transferred to the customer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. For retail sales this at the point of sale.

Sales are made to retail customers with a right to return within 30 days, subject to certain conditions regarding the usage. Accumulated experience is used to estimate value of returns that will be made in respect of sales recognised on or before the accounting date.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
2 years
SOMA BRANDS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
Over the life of the lease
Fixtures and fittings
5 years
Computers
3 years
Other equipment
2 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Stocks

Stocks 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 stocks to their present location and condition.

Stocks 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 stocks 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.

SOMA BRANDS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
1.8
Cash and cash equivalents

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.

1.9
Financial instruments

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 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 debtors 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.

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, 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 paymen ts 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 creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts 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 creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.10
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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.

SOMA BRANDS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 6 -
Deferred tax

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 profit and loss account, 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.

1.11
Employee benefits

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.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Leases
As lessee

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.14

Capital contributions

The company receives capital contributions from commercial landlords to fit-out its stores. These are recognised as deferred income, and released over a period, which is an estimate of the average lease length of a store.

2
Employees

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

2024
2023
Number
Number
Total
14
2
SOMA BRANDS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
3
Intangible fixed assets
Software
£
Cost
At 1 January 2024
-
0
Additions
1,793
At 31 December 2024
1,793
Amortisation and impairment
At 1 January 2024
-
0
Amortisation charged for the year
822
At 31 December 2024
822
Carrying amount
At 31 December 2024
971
At 31 December 2023
-
0
4
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Computers
Other equipment
Total
£
£
£
£
£
Cost
At 1 January 2024
459,535
5,276
-
0
61,011
525,822
Additions
1,788,403
124,637
13,952
65,565
1,992,557
At 31 December 2024
2,247,938
129,913
13,952
126,576
2,518,379
Depreciation and impairment
At 1 January 2024
14,672
88
-
0
6,487
21,247
Depreciation charged in the year
79,136
5,620
824
29,522
115,102
At 31 December 2024
93,808
5,708
824
36,009
136,349
Carrying amount
At 31 December 2024
2,154,130
124,205
13,128
90,567
2,382,030
At 31 December 2023
444,863
5,188
-
0
54,524
504,575
SOMA BRANDS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
111,518
42,842
Other debtors
1,023,865
177,259
Prepayments and accrued income
26,863
-
0
1,162,246
220,101
2024
2023
Amounts falling due after more than one year:
£
£
Other debtors
387,500
200,000
Total debtors
1,549,746
420,101
6
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
269,879
9,016
Amounts owed to group undertakings
3,339,862
1,100,914
Corporation tax
39,623
-
0
Other creditors
425,118
103,064
4,074,482
1,212,994

Amounts due to group undertakings are unsecured, interest free and payable on demand.

7
Creditors: amounts falling due after more than one year
2024
2023
£
£
Other creditors
176,092
-
0

Other creditors refers to the release of capital contributions over the lease term of the property to which it pertains.

8
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,000
1,000
1,000
1,000
SOMA BRANDS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is qualified and includes the following:

Q ualified opinion on financial statements

In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, 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 qualified opinion

We were not appointed as auditors of the company until February 2025 and thus did not observe the counting of physical inventories at the reporting date. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 31 December 2024, which are included in the balance sheet at £232,606, by using other audit procedures. Consequently, we were unable to determine whether any adjustment to this amount was necessary, or whether there was any consequential effect on the cost of sales for the period ended 31 December 2024.

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.

Senior Statutory Auditor:
Sudheer Gupta BA FCA
Statutory Auditor:
Alliotts LLP
Date of audit report:
13 March 2026
10
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2024
2023
£
£
Total commitments
6,555,000
3,047,647
SOMA BRANDS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
11
Related party transactions
2024
2023
Amounts due to related parties
£
£
Entities with control, joint control or significant influence over the company
3,259,964
1,110,914
Other related parties
79,898
-

The following amounts were outstanding at the reporting end date:

2024
2023
Amounts due from related parties
£
£
Entities with control, joint control or significant influence over the company
717,454
173,246
Other information

The company has utilised the exemption available under FRS 102 Section 33.1A from disclosing related party transactions with companies that are wholly owned within the Azzas 2154 S.A. group.

12
Parent company

The immediate parent undertaking is Soma Brands International GmbH, (SBI), a company incorporated in Switzerland.

The company is controlled by the director and the ultimate parent undertaking of the company is AZZAS 21 54 S.A., a company incorporated in Brazil.

The financial statements of the company are consolidated in the financial statements of AZZAS 2154 S.A. These consolidated financial statements are available from its registered office in Belo Horizonte, State of Minas Gerais, at Rua Fernandes Tourinho, 147, room 402, Bairro Savassi in Brazil.

13
Prior period adjustment
Reconciliation of changes in equity
1 January
31 December
2023
2023
£
£
Adjustments to prior year
Correction of fixed asset depreciation
-
108,354
Correction of rent and rates (paid by SBI)
-
(171,871)
Total adjustments
-
(63,517)
Equity as previously reported
1,000
(133,166)
Equity as adjusted
1,000
(196,683)
Analysis of the effect upon equity
Profit and loss reserves
-
(63,517)
SOMA BRANDS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Prior period adjustment
(Continued)
- 11 -
Reconciliation of changes in loss for the previous financial period
2023
£
Adjustments to prior year
Correction of fixed asset depreciation
108,354
Correction of rent and rates (paid by SBI)
(171,871)
Total adjustments
(63,517)
Loss as previously reported
(134,166)
Loss as adjusted
(197,683)
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