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Registered number: 13471506 ELEVATE BRANDS UK OPCO LTD FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
ELEVATE BRANDS UK OPCO LTD CONTENTS
| Page
Balance sheet | 1
Notes to the financial statements | 2 - 10
|  | REGISTERED NUMBER:13471506
ELEVATE BRANDS UK OPCO LTD BALANCE SHEET AS AT 31 DECEMBER 2024
|  |  | 2024 |  | 2023
| Note |  | $ |  | $
Fixed assets |  |  |  |  |
Investments | 5 |  | 1 |  | 1
Current assets |  |  |  |  |
Stocks | 6 | 600,416 |  | 636,267 |
Debtors: amounts falling due within one year | 7 | 1,134,326 |  | 3,790,432 |
Cash at bank and in hand |  | 62,966 |  | 699,067 |
|  | 1,797,708 |  | 5,125,766 |
Creditors: amounts falling due within one year | 8 | (10,137,581) |  | (13,414,791) |
Net current liabilities |  |  | (8,339,873) |  | (8,289,025)
Total assets less current liabilities |  |  | (8,339,872) |  | (8,289,024)
Net liabilities |  |  | (8,339,872) |  | (8,289,024)
Capital and reserves |  |  |  |  |
Called up share capital | 9 |  | 135 |  | 135
Profit and loss account |  |  | (8,340,007) |  | (8,289,159)
Net deficit on shareholders' funds |  |  | (8,339,872) |  | (8,289,024)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The company has opted not to file the profit and loss account in accordance with 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 by:
R P Mukherjee
Director
Date: 15 March 2026
The notes on pages 2 to 10 form part of these financial statements. Page 1
ELEVATE BRANDS UK OPCO LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Elevate Brands UK OPCO Ltd is a private company limited by shares incorporated in England and Wales. The address of its registered office is 125 Kingsway, London, England, WC2B 6NH. The financial statements are presented in USD ($), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $. 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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:
| 2.2 | Going concern
The financial statements have been prepared on a basis other than going concern. The director has determined that the going concern basis of accounting is no longer appropriate as, following a strategic review of the group, it was determined that only a core of brands would be retained for on going trading, with non-core brands to be sold. The company’s brand, Fortstrong, was determined to be non-core and was sold on 13 January 2026 by way of an Asset Purchase Agreement. As part of the restructuring and disposal plans, it was further determined to subsequently wind up and close the Company within 12 months of the reporting date. As a result, the company is not expected to continue in operational existence for the foreseeable future. Accordingly, these financial statements have been prepared on a basis other than going concern.The book values of assets and liabilities are not anticipated to be materially different from their recoverable amounts. The parent company and group have confirmed that repayment of outstanding intercompany liabilities will not be sought unless the company has sufficient funds to settle those liabilities. Page 2
ELEVATE BRANDS UK OPCO LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The company's functional and presentational currency is USD ($). Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the company has transferred the significant risks and rewards of ownership to the buyer; ∙the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the company will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
| 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. Page 3
ELEVATE BRANDS UK OPCO LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.7 | Financial instruments
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments. Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. 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. The company’s policies for its major classes of financial assets and financial liabilities are set out below. Financial assets Basic financial assets, including trade and other debtors and cash and bank balances are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment. Financial liabilities Basic financial liabilities, including trade and other creditors, bank loans and loans from fellow group companies are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Impairment of financial assets Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been Page 4
ELEVATE BRANDS UK OPCO LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued) recognised. The impairment reversal is recognised in profit or loss. Derecognition of financial assets and financial liabilities Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Offsetting of financial assets and financial liabilities Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.
| 2.8 | Cash
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
| 2.9 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.
| 2.10 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.11 | Share capital
Ordinary shares are classified as equity.
| 2.12 | Provisions for liabilities
Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation. Provisions are charged as an expense to profit or loss in the year that the company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the balance sheet. Page 5
ELEVATE BRANDS UK OPCO LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.13 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.14 | Taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income. Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 6
ELEVATE BRANDS UK OPCO 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
In the application of the company’s accounting policies, which are described in note 2, the director is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The following are the critical judgements and estimations that the director has made in the process of applying the company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements: Impairment of investments in subsidiary undertakings Management review the carrying value of investments in subsidiary undertakings at each reporting date, and an assessment is made whether an indication of impairment exists. The recoverable amount is the present value of future cash flows expected to be recovered from the cash generating unit. Estimates are used in determining the future profitability and cash-generating ability of the cash generating unit and consideration to underlying assets in the subsidiary undertaking. Actual outcomes could be different from the assumptions used in determining the estimates. As referred to in note 7, the subsidiary undertaking was inadvertently dissolved during the prior year. The director has determined to fully impair the investment in the subsidiary undertaking until such time as the company is restored to the Register of Companies. Stock impairment The carrying value of stock, at the lower of cost or net realisable value, is dependent on key judgements and estimates that are made by management. The judgements in relation to stock include an estimation of expected average selling prices and changes in customer demand. Actual outcomes could be different from the assumptions used in determining the estimates.
4. | Employees
| The average monthly number of employees, including directors, during the year was 4 (2023 - 6).
Page 7
ELEVATE BRANDS UK OPCO LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
5. | Investments
|  | Investments in subsidiary companies
|  | $
| Cost or valuation |
| At 1 January 2024 | 8,489,731
| At 31 December 2024 | 8,489,731
| Impairment |
| At 1 January 2024 | 8,489,730
| At 31 December 2024 | 8,489,730
| Net book value |
| At 31 December 2024 | 1
| At 31 December 2023 | 1
| Due to an administrative oversight, the subsidiary company, Liberty Brands Limited was inadvertently dissolved on 14 November 2023. The company's legal advisors are in the process of restoring the company to the Register of Companies. The director considers it appropriate to recognise an impairment loss on this investment until such time as the company is restored to the Register, at which point an assessment will be made regarding the appropriate carrying value of the investment.
6. | Stocks
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Finished goods | 600,416 | 636,267
Page 8
ELEVATE BRANDS UK OPCO LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
7. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Trade debtors | 30,499 | 8,942
| Amounts owed by group undertakings | 1,071,891 | 3,750,420
| Other debtors | - | 16,193
| Prepayments and accrued income | 31,936 | 14,877
|  | 1,134,326 | 3,790,432
| Amounts owed by group undertakings are unsecured, interest free and are repayable on demand.
8. | Creditors: amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Trade creditors | 93,635 | 39,385
| Amounts owed to group undertakings | 9,901,701 | 13,229,333
| Accruals | 142,245 | 146,073
|  | 10,137,581 | 13,414,791
| Amounts owed to group undertakings are unsecured, bear interest at a rate of 3.5% per annum and are repayable on demand.
9. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
|  | Allotted, called up and fully paid |  |
|  | 100 (2023 - 100) Ordinary shares of £1.00 each | 135 | 135
10. | Related party transactions
| The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.
11. | Post balance sheet events
On 13 January 2026, the company disposed of the trade and certain assets, in relation to the Fortstrong brand, under an Asset Purchase Agreement. Page 9
ELEVATE BRANDS UK OPCO LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
12. | Parent undertaking
The smallest group for which consolidated financial statements are drawn up is headed by Elevate Brands Holdco Inc whose registered office is 82 Nassau St #60375, New York, NY 10038.
13. | Auditor's information
The auditor's report on the financial statements for the year ended 31 December 2024 was unqualified.
| In their report, the auditor emphasised the following matter without qualifying their report: Emphasis of matter - Financial statements prepared on a basis other than going concern We draw attention to Note 2.2 to the financial statements, which sets out the basis on which these financial statements have been prepared. Subsequent to the year end, the company disposed of the trade and certain assets under an Asset Purchase Agreement. In light of this transaction and the director’s intention to wind down the company’s operations, the financial statements have been prepared on a basis other than going concern. Our opinion is not modified in respect of this matter. In auditing the financial statements, we have concluded that the directors' use of the basis other than going concern of accounting in the preparation of the financial statements is appropriate. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The audit report was signed on 17 March 2026 by Simon Mayston (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.
Page 10