Company registration number 14636070 (England and Wales)
SOMA BRANDS GROUP LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
SOMA BRANDS GROUP LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 6
SOMA BRANDS GROUP LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
3
33,705,912
33,705,912
Current assets
Debtors
5
32,299,985
29,278,376
Cash at bank and in hand
19,534
39,996
32,319,519
29,318,372
Creditors: amounts falling due within one year
6
(625,083)
(27,754,173)
Net current assets
31,694,436
1,564,199
Total assets less current liabilities
65,400,348
35,270,111
Creditors: amounts falling due after more than one year
7
(32,810,434)
(1,598,875)
Net assets
32,589,914
33,671,236
Capital and reserves
Called up share capital
8
21,000
21,000
Share premium account
33,685,912
33,685,912
Profit and loss reserves
(1,116,998)
(35,676)
Total equity
32,589,914
33,671,236

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 30 March 2026
F Barreto
Director
Company registration number 14636070 (England and Wales)
SOMA BRANDS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information

Soma Brands Group 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

The group has discussed winding down the operations of the company and eventually closing the company, however nothing has been confirmed and the process has not begun. The Company has minimal ongoing obligations and is in a net assets position and will be supported by the group where necessary. On the basis of the above, the director considers it appropriate to prepare the financial statements on a going concern basis and consequently no adjustments to the accounts have been made.true

1.3
Interest income

For all financial instruments measured at amortised cost, interest income is recorded using the effective interest rate (EIR). The EIR is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset. Interest income is included in finance income in the statement of profit or loss.

1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.5
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.

SOMA BRANDS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.6
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.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
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.

1.9
Retirement benefits

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

SOMA BRANDS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
2
Employees

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

2024
2023
Number
Number
Total
1
0
3
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
33,705,912
33,705,912
4
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Soma Brands International Gmbh
Grafenauweg 8, 6300 Zug, Swizterland
Ordinary
100.00
-
Soma Brands France SAS
Tour Frankling, 100-101, Terasse Boieideu, CS 70395, 92042, Paris La Defense Cedex, France
Ordinary
-
100.00
Soma Brands UK Ltd
22 Globe Pond Road, London, SE16 6NQ, United Kingdom
Ordinary
-
100.00
Plantage Rio, Inc
113 Prince Street, New York -NY, 10012, United States
Ordinary
-
100.00

The investments in subsidiaries are all stated at cost.

5
Debtors
2024
2023
Amounts falling due after more than one year:
£
£
Other debtors
32,299,985
29,278,376

Amounts owed by group undertakings relates to long term interest bearing loans at an interest rate of SOFR plus 3.5%.

SOMA BRANDS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
6
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans
-
0
27,518,714
Trade creditors
25,332
-
0
Amounts owed to group undertakings
599,751
235,459
625,083
27,754,173

The bank loan was repaid during 2024 with an interest rate at 8.01%.
Amounts owed to group undertakings are long term interest bearing loans at an interest rate of SOFR plus 3.5%.

7
Creditors: amounts falling due after more than one year
2024
2023
£
£
Amounts owed to group undertakings
32,810,434
1,598,875

Amounts owed to group undertakings comprise long term interest bearing loans at an interest rate of SOFR plus 3.5% with a contractual maturity date of 27 December 2027.

8
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
21,000
21,000
21,000
21,000

On incorporation, the Company issued 1,000 ordinary shares for the proceeds of £21,000. On 29 September 2023, Grupo De Moda Soma S.A. (parent entity) transferred the shares of Soma Brands International Gmbh to the Company with no cash consideration, by issuing 20,000 shares.

There is a single class of ordinary shares. There are no restrictions on the distribution of dividend.

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 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 loss 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.

SOMA BRANDS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Audit report information
(Continued)
- 6 -
Senior Statutory Auditor:
Sudheer Gupta BA FCA
Statutory Auditor:
Alliotts LLP
Date of audit report:
30 March 2026
10
Related party transactions
Transactions with related parties

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

2024
2023
Amounts due to related parties
£
£
Entities over which the entity has control, joint control or significant influence
33,410,185
1,834,333

The following amounts were outstanding at the reporting end date:

2024
2023
Amounts due from related parties
£
£
Entities over which the entity has control, joint control or significant influence
6,369,713
5,618,069
Other related parties
25,930,272
23,660,306
11
Parent company

The company is controlled by the director and during the period the ultimate parent company and ultimate controlling party was Grupo de Moda Soma S.A. until 1 August 2024, after which date the immediate and ultimate parent company and ultimate controlling party is Azzas 2154 S.A. BELO HORIZONTE, MINAS GERAIS, 30112--000, Brazil.

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