Company registration number 09075781 (England and Wales)
MODA OPERANDI UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
MODA OPERANDI UK LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 5
MODA OPERANDI UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
$
$
$
$
Current assets
Debtors
4
4,006,525
3,397,767
Cash at bank and in hand
219,554
614,352
4,226,079
4,012,119
Creditors: amounts falling due within one year
5
(323,448)
(229,184)
Net current assets
3,902,631
3,782,935
Capital and reserves
Called up share capital
6
1,590
1,590
Profit and loss reserves
3,901,041
3,781,345
Total equity
3,902,631
3,782,935

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 23 March 2026
Mr D Sullivan
Director
Company registration number 09075781 (England and Wales)
MODA OPERANDI UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information

Moda Operandi UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 5 New Street Square, London, EC4A 3TW.

1.1
Accounting convention

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 USD which is the functional currency of the company and the primary economic environment in which the company operates. 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.

The parent company of the Group in whose financial statements the Company's financial statements are included is Moda Operandi, Inc. and its financial statements are not publicly available.

Under FRS 102 s7.1B a small entity is not required to produce a statement of cash flows, consequently no statement of cash flows has been presented in these financial statements.

1.2
Going concern

These financial statements are prepared on the going concern basis. At the time of approving the financial statements, the director has a reasonable expectation that the company will continue in operational existence for the foreseeable future. This expectation is based on the director’s current assessment of the company’s business activities, financial position, and liquidity. Forecasts have also been produced covering a period of at least 12 months from the date that the financial statements are approved, and confirmations have been received from the company's parent undertaking, Moda Operandi, Inc. (“Inc”), who have indicated that financial support is ongoing and will not be withdrawn for a period of at least 12 months from the date of approval of these financial statements. The foregoing are subject to the success of Inc in securing additional equity or financing funding that will provide additional resources to continue to operate and meet its obligations for the foreseeable future, efforts for which are underway. At the date that these financial statements are approved, there inevitably remains some uncertainty over the amount and timing of such funding or financing. The financial statements do not include any adjustments that may result should the company be unable to continue as a going concern. true

1.3
Turnover

Turnover comprises revenue recognised by the company in respect of commissions receivable and recharged expenses during the year, exclusive of VAT. Turnover from the supply of services represents the value of services provided under the contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable.

1.4
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.

MODA OPERANDI UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.5
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.

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.

1.6
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.

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.

MODA OPERANDI UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.7
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.

1.8
Retirement benefits

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

1.9
Leases

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.

1.10
Foreign exchange

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

2
Judgements and key sources of estimation uncertainty

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

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

There were no critical judgements made in applying the company's accounting policies and the director does not consider there to be any key sources of estimation uncertainty that would have a material effect on the financial statements.

3
Employee numbers

The average monthly number of persons (including directors) employed by the company during the year was 6 (2023 - 6).

4
Debtors
2024
2023
Amounts falling due within one year:
$
$
Amounts owed by group undertakings
4,006,525
3,397,767

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

MODA OPERANDI UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
5
Creditors: amounts falling due within one year
2024
2023
$
$
Corporation tax
235,848
182,865
Other creditors
26,551
5,577
Accruals and deferred income
61,049
40,742
323,448
229,184
6
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary shares of $1.59 each
1,000
1,000
1,590
1,590
7
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 unqualified and includes the following:

Opinion

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.

Senior Statutory Auditor:
Paul Tonks BSc (Econ) FCA
Statutory Auditor:
Edwards
Date of audit report:
24 March 2026
8
Related party transactions

All turnover stated in the profit and loss account is derived from transactions with Moda Operandi, Inc. the ultimate holding company. The outstanding amount due from the parent company is disclosed in the debtors note.

9
Parent company

The company's immediate parent company is Moda Operandi, Inc, a company incorporated in Delaware, United States of America, and the company's ultimate parent company is New Moda, LLC, a limited liability company organized in Delaware, United States of America. The financial statements of Moda Operandi, Inc. and New Moda, LLC are not publicly available. The registered address of the immediate parent company is 251 Little Falls Drive, Wilmington, DE 19808-1674. The parent of the smallest and largest group for which consolidated accounts are prepared of which this company is a part is Moda Operandi, Inc.

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