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UA UK Retail Limited Registered number: 09624558 Annual report For the year ended 31 March 2025
UA UK RETAIL LIMITED COMPANY INFORMATION
Directors | P V Makode
| C Tropotei
| R Taleghani
Company secretary | CSC CLS (UK) Limited
Registered number | 09624558
Registered office | C/O CSC CLS (UK) Limited
| 5 Churchill Place
| 10th Floor
| London
| England
| E14 5HU
Independent auditor | Forvis Mazars LLP
| Chartered Accountants & Statutory Auditor
| 30 Old Bailey
| London
| EC4M 7AU
UA UK RETAIL LIMITED CONTENTS
| Page
Strategic Report | 1 - 6
Directors' Report | 7 - 9
Directors' Responsibilities Statement | 10
Independent Auditor's Report | 11 - 14
Statement of Comprehensive Income | 15
Statement of Financial Position | 16 - 17
Statement of Changes in Equity | 18
Notes to the Financial Statements | 19 - 35
UA UK RETAIL LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2025 The directors present the Strategic report of UA UK Retail Limited (Under Armour or the 'Company') for the year ended 31 March 2025.
Fair review of the business
1. Activities Under Armour’s innovative products and experiences are designed to help advance human performance, making all athletes better. The brand’s moisture-wicking fabrications are engineered in many designs and styles for wear in nearly every climate to provide a performance alternative to traditional non-performance products. The Company's ultimate Parent Company and controlling party, Under Armour, Inc., is a publicly held company in the United States with annual global revenues of approximately $5.2 billion for the 12 months ending 31 March 2025 ("Fiscal 2025"). The Company operates retail stores in the United Kingdom ('UK'). The Company is a private limited liability company with a Management Board consisting of three members. 2. Vision The Company sells products engineered to make athletes better with a vision to inspire athletes with innovative performance and design solutions they can't live without. 3. Mission Our mission is to make all athletes better through passion, design and the relentless pursuit of innovation. 4. Strategy We are introducing our performance apparel, footwear, and accessories in the UK in a manner consistent with our past brand-building strategy, including selling our products directly to teams and individual athletes in these markets, thereby providing us with product exposure to broad audiences of potential consumers. We remain focused on driving premium brand-right growth and improved profitability. We plan to continue to grow our business over the long term through increased sales of our apparel, footwear and accessories.
Financial results including Key Performance Indicators
Key performance indicators are turnover, gross profit, cash generation and profitability which are covered in the following analysis of the financial results. In the year ended 31 March 2025 turnover increased by 4% to £39.3 million in 2025 from £37.7 million in 2024. This increase is primarily due to the opening of a new store during the year. Gross profit decreased by 2% to £20.0 million in 2025 from £20.5 million in 2024. Cost of sales increased by 12% to £19.3 million from £17.2 million. Net assets/Total equity increased by £0.3 million to £2.6 million as of 31 March 2025 from £2.3 million as of 31 March 2024. This increase was primarily driven by the profit made by the Company in 2025. Page 1
UA UK RETAIL LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025
Principal risks and uncertainties
Strategic Competitive Environment The market for performance athletic apparel, footwear and accessories is highly competitive and includes many new competitors as well as increased competition from established companies expanding their production and marketing of performance products. Many of the fabrics and technology used in manufacturing our products are not unique to us, and we own a limited number of fabric or process patents. Many of our competitors are large apparel, footwear, accessories and sporting goods companies with strong worldwide brand recognition and resources which are significantly greater than ours. We also compete with other manufacturers, including those specialising in outdoor apparel and private label offerings of certain retailers, including some of our retail customers. If we are unable to accurately forecast demand for our products, our profitability and financial condition could be harmed. Our profitability may decline as a result of increasing pressure on pricing which could cause us to reduce prices to retailers and engage in more promotional activity which could impact margins and reduce profitability. Execution of Long-Term Strategies Strategically and operationally, we remain focused on driving premium brand-right growth and improved profitability. We plan to continue to grow our business over the long-term through increased sales of our apparel, footwear and accessories. We believe that achievement of our long-term growth objectives depends, in part, on our ability to execute strategic initiatives in key areas including footwear, women’s and direct-to-consumer businesses. If we cannot effectively execute our long-term growth strategies, our business and results of operations could be negatively impacted. Significant Investments Failing to successfully produce results consistent with financial models used in the analysis of our capital investments could have a material adverse effect on our results of operations and financial position. Management is responsible for ensuring that we are making cost effective investments to provide expected returns or synergies. Page 2
UA UK RETAIL LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025 Principal risks and uncertainties (continued) Operational Market Conditions Many of our products may be considered discretionary items for consumers. Factors affecting the level of consumer spending for such discretionary items include general economic conditions, the availability of consumer credit, and consumer confidence in future economic conditions. Uncertainty in global economic conditions continues, and trends in consumer discretionary spending remain unpredictable. However, consumer purchases of discretionary items tend to decline during recessionary periods when disposable income is lower or during other periods of economic instability or uncertainty, which may slow our growth more than we anticipate. Quarterly business reviews are held to review current market conditions and develop strategies to mitigate market risks to try to achieve desired financial results. Attract and Retain Key Talent To achieve our business objectives, we must hire, train and manage an increasing number of employees. We may not be successful in undertaking these types of initiatives cost effectively or at all and could experience serious operating difficulties if we fail to do so. These growth efforts could also increase the strain on our existing resources. If we experience difficulties in supporting the growth of our business, we could experience an erosion of our brand image and a decrease in total revenues and net income. Information Technology We rely significantly on information technology and any failure, inadequacy or interruption of that technology could harm our ability to effectively operate our business. Our ability to effectively manage and maintain our inventory and internal reports, and to ship products to our stores to sell to consumers on a timely basis depends significantly on our enterprise resource planning, warehouse management, and other information systems. We also heavily rely on information systems to process financial and accounting information for financial reporting purposes. We have a Global IT and Strategy team that owns network protection and IT business continuity planning. Financial Financing The Company's ability to continue as a going concern is dependent upon its ability to generate sufficient cash to fund current operations and is dependent upon the financial support that has been provided by Under Armour Europe B.V. to continue to grow the business. Changes in Customer's Financial Health During a downturn in the economy, consumer purchases of discretionary items are affected, which could materially harm our sales, profitability and financial condition. If the financial condition of our consumers declines, our financial condition and results of operations could be adversely impacted. Financial Reporting Risk Our failure to design and operate adequate internal controls over financial reporting systems could lead to a material misstatement in our financial statements. Page 3
UA UK RETAIL LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025 Principal risks and uncertainties (continued) Compliance Legislative and Regulatory Environment Our failure to comply with trade and other regulations could lead to investigations and actions by government regulators. If we fail to comply with regulations, including privacy and general data protection regulations, we could become subject to significant penalties or claims or be required to recall products which could impact our profitability as well as damage our brand image with consumers. Information Security and Privacy Data security or privacy breaches could damage our reputation, cause us to incur additional expense, expose us to litigation and adversely affect our business and results of operations. We have a cyber threat defense and cyber risk management teams that are responsible for protecting against data security or privacy breaches. Research and Development We must continually make investments in research and development activities which are performed by Under Armour, Inc. to anticipate consumer preferences and successfully develop and introduce innovative products or our profitability may be negatively impacted.
Future developments
There were no developments after the year end and up to the date of signing of the directors report. Page 4
UA UK RETAIL LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025
Directors' statement of compliance with duty to promote the success of the Company
Stakeholder engagement is an important area of focus for UA UK Retail Limited. The directors understand the importance of their section 172 duty to act in good faith to promote the success of the company. When making decisions, the interests of any key relevant stakeholders is considered. The Board of Directors believes it has acted in the way it considers would be most likely to promote the success of the Company in the decisions taken during the year ending 31 March 2025, having regard to those factors as described below. The Company has no direct external debt funding and it therefore considers its relationships with its workforce, customers and suppliers to be of direct relevance and long-term importance to its success. Relationship and engagement with Stakeholders Workforce Our employees, whom we refer to as teammates, are central to driving our long-term success as an organization and brand. Consistent with our values, we believe that our brand is stronger when our collective team is fully engaged and working together to support our athletes around the world. We also believe that having an engaged and committed workforce enhances our culture and drives our business success, ultimately helping us to deliver the most innovative products that make athletes better. Our human capital management strategy is therefore focused on creating an engaging workplace environment where our teammates can thrive by attracting, developing and retaining talent through a competitive total rewards program, numerous development opportunities and intentional trainings and programming. We believe maintaining an engaging and ethical culture is key, not just to our values, but also our business success; it is part of our brand. The Board of Directors of Under Armour, Inc. has ongoing oversight of the group’s human capital management strategies and programs and regularly reviews our progress and opportunities with respect to engagement and culture. We believe open lines of communication are critical to fostering this environment. This starts with "tone at the top" and we emphasize the importance of our Code of Conduct. We encourage our teammates to "speak-up" when they have concerns, and we provide multiple reporting mechanisms for them to do so. Our employees have the opportunity to participate in nine global, teammate-led Teammate Resource Groups, which amplify business initiatives, provide networking opportunities, support community outreach and promote cultural awareness. Customers As a retail business, the sentiment of customers can be seen in the Company’s underlying sales and performance. The interests of customers are considered in key decisions, e.g. new store openings, selection of product lines and merchandising strategies and monitoring of supply chain and logistics arrangements to ensure timely delivery and quality standards. Supply Chain The directors recognise the importance of strong relationships with suppliers and partners to maintain product quality and operational efficiency. The Under Armour group relies on third party manufacturers and suppliers for raw materials and production, many of which provide technically advanced fabrics and components. These relationships are managed within the Group’s global sourcing framework to ensure compliance with applicable laws, ethical standards and our Supplier Code of Conduct. Page 5
UA UK RETAIL LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025 Directors' statement of compliance with duty to promote the success of the Company (continued) Environment The Under Armour group’s sustainability strategy sets forth its long-term aspiration of finding new ways to drive performance through sustainable innovations that not only deliver a better product for athletes, but also support a better world. The Under Armour group’s sustainability strategy is centered around three interconnected pillars—product, home field and team. Within these pillars, we challenge ourselves to improve our existing materials or create new materials that not only meet our athletes' expectations, but also responsibly reduce environmental impacts of our products and operations. Additionally, the Under Armour group’s strategy seeks to foster respect for human rights within our company, with our suppliers and their workers and in communities across our entire supply chain. More information can be found in the company’s Modern Slavery Statement, which is available on the group’s website (about.underarmour.com/en/Purpose/Sustainability/reporting-and-governance.html) Regulators The business is subject to a wide range of regulations, including consumer protection, product safety, data privacy and sustainability standards. We seek always to co-operate and meet applicable standards. This report was approved by the board and signed on its behalf by:
C Tropotei Director
Date: 1 April 2026
Page 6
UA UK RETAIL LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 MARCH 2025 The directors present their annual report and the audited financial statements of UA UK Retail Limited (the 'Company') for the year ended 31 March 2025.
Principal activity
The principal activity of the Company continued to be that of clothes retail outlets.
Results and dividends
The profit for the year, after taxation, amounted to £325,173 (2024: profit of £263,261). The directors do not recommend the payment of a dividend for the year (2024: £nil).
Directors
The directors who served during the year or to the date of this report were:
D E Bergman (resigned 11 February 2026)
P V Makode
K T Trent (resigned 14 June 2024)
C Tropotei (appointed 14 June 2024)
R Taleghani (appointed on 11 February 2026)
Political contributions
There were no political contributions during the year.
Health and safety of employees
The well-being of the Company’s employees is safeguarded through strict adherence to health and safety standards. The Safety, Health and Welfare at Work Act 1989 imposes certain requirements on employers and the Company has taken the necessary action to ensure compliance with the Act, including the adoption of a Safety Statement.
Going concern
In assessing the ability of the Company to continue to operate as a going concern for the foreseeable future, the directors have prepared forecasts for the 12 months to March 2027, which have been extended to 12 months after the date of signing the financial statements. The forecasts have involved a degree of judgement based upon experience of the sector, forecast activity and the cash resources available to meet its liabilities as they fall due. Whilst the financial position of the Company remains strong, the Company's going concern status is reliant on receiving continued support from its immediate parent company, Under Armour Europe B.V. A letter of support has been provided by the parent company to confirm that Under Armour Europe B.V will continue to provide financial support as required for at least 12 months from the date of approval of these financial statements. On this basis, the directors have concluded that there is no material uncertainty with regards to the entity's going concern status and it is therefore appropriate to prepare these financial statements on a going concern basis.
Disabled employees
The Company offers people with disabilities the same opportunities for employment, training and career progression as other employees. The Company invests in the growth and development of its people, which contributes to the performance of the business. Page 7
UA UK RETAIL LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025
Qualifying third party indemnity provisions
The Company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report. No claim or notice of claim in respect of these indemnities has been received in the year.
Economic impact of global events
UK businesses are facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working. The directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and concluded that the greatest impact on the business is expected to be from the economic ripple effect on the global economy. The directors have taken account of these potential impacts in their going concern assessment. The Company continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
Streamlined energy and carbon reporting
|  | FY 2025
| Emissions from combustion of gas (tCO2e) | 128.05
| Fugitive emissions - Refrigeration (tCO2e) | 22.70
| Emissions from consumption of fuel for transport purposes | -
| Emissions from purchases electricity | 183.34
| Emissions from business mileage | -
| Total gross CO2e based on above (tCO2e) | 334.09
| Energy consumption used to calculate emissions (kWh) | 1,735,692.09
| Intensity ratio tCO2e - Employee headcount | 1.00
| Intensity ratio tCO2e - Gross sq ft | 0.05
| Methodology | See below
Quantification and reporting methodology The reported emissions were identified and calculated in accordance with applicable standards and guidance from the World Resources Institute’s (WRI) and World Business Council for Sustainable Development’s (WBCSD’s) Greenhouse Gas Protocol, including the Corporate Accounting and Reporting Standard and Scope 2 Guidance. Emissions are quantified annually on a fiscal year basis. The fiscal year for this inventory is for the period April 1, 2024, to March 31, 2025 (FY25). Intensity measurement The chosen intensity measurement ratio is total gross emissions of CO2e in metric tonnes per employee and per square foot. Page 8
UA UK RETAIL LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2025 Streamlined energy and carbon reporting (continued) Measures taken to improve energy efficiency UA UK Retail Limited did not adopt any energy efficiency measures during the reporting period. However, the Under Armour group is currently reassessing its emissions reduction strategy. During the reporting period, the Under Armour group completed a climate risk scenario analysis, which captured risks faced by the Under Armour group, including UA UK Retail Limited, and is informing its strategy review.
Matters covered in the Strategic Report
As permitted in paragraph 1A of Schedule 7 to Large and Medium-sized Companies (accounts and reports) Regulations 2008 certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Strategic Report on pages 1 to 6. These matters relate to the financial instrument risks facing the Company, engagement with customers, suppliers and others and planned future developments.
Disclosure of information to auditor
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 auditor is 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 auditor is aware of that information.
Post balance sheet events
There have been no significant events affecting the Company since the year end.
Auditor
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf by:
C Tropotei Director
Date: 1 April 2026
Page 9
UA UK RETAIL LIMITED DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 MARCH 2025 The directors are responsible for preparing the Strategic Report, 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; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ∙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. Page 10
UA UK RETAIL LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UA UK RETAIL LIMITED Opinion We have audited the financial statements of UA UK Retail Limited (the ‘Company’) for the year ended 31 March 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, 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 FRS 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 March 2025 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 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. Conclusions relating to going concern In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor’s 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. Page 11
UA UK RETAIL LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UA UK RETAIL LIMITED 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. Opinions 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In 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 Strategic Report or 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. Page 12
UA UK RETAIL LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UA UK RETAIL LIMITED Responsibilities of Directors As explained more fully in the Directors' Responsibilities Statement set out on page 8, 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor's 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 auditor’s 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. 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. Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, and anti-money laundering regulation. To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: ∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; ∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities; ∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and ∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006. Page 13
UA UK RETAIL LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UA UK RETAIL LIMITED In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to the occurrence assertion), and significant one-off or unusual transactions. Our audit procedures in relation to fraud included but were not limited to: ∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; ∙Gaining an understanding of the internal controls established to mitigate risks related to fraud; ∙Discussing amongst the engagement team the risks of fraud; and ∙Addressing the risks of fraud through management override of controls by performing journal entry testing. There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. 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 auditor’s report. Use of the audit 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 auditor's 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. Gerhard Bonthuys (Senior statutory auditor) For and on behalf of Forvis Mazars LLP Chartered Accountants and Statutory Auditor 30 Old Bailey London EC4M 7AU 2 April 2026 Page 14
UA UK RETAIL LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 39,312,073 | 37,741,974
Cost of sales |  | (19,263,004) | (17,234,759)
Gross profit |  | 20,049,069 | 20,507,215
Administrative expenses |  | (18,949,404) | (19,416,294)
Other operating income | 5 | 16,157 | 114,388
Operating profit | 6 | 1,115,822 | 1,205,309
Interest receivable and similar income | 9 | 156,735 | -
Interest payable and similar expenses | 10 | (75,602) | (283,561)
Profit before tax |  | 1,196,955 | 921,748
Tax on profit | 11 | (871,782) | (658,487)
Profit for the financial year |  | 325,173 | 263,261
Other comprehensive income |  | - | -
Total comprehensive income for the year |  | 325,173 | 263,261
The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.
The notes on pages 19 to 35 form part of these financial statements.
Page 15
UA UK RETAIL LIMITED REGISTERED NUMBER: 09624558 STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 12 |  | 4,199,706 |  | 5,317,327
|  |  | 4,199,706 |  | 5,317,327
Current assets |  |  |  |  |
Stocks | 13 | 3,720,265 |  | 2,692,290 |
Debtors: amounts falling due after more than one year | 14 | 989,392 |  | 1,049,462 |
Debtors: amounts falling due within one year | 14 | 3,264,665 |  | 2,614,475 |
Cash and cash equivalents | 15 | 1,531,228 |  | 1,321,696 |
|  | 9,505,550 |  | 7,677,923 |
Creditors: amounts falling due within one year | 16 | (9,334,168) |  | (8,880,867) |
Net current assets/(liabilities) |  |  | 171,382 |  | (1,202,944)
Total assets less current liabilities |  |  | 4,371,088 |  | 4,114,383
Creditors: amounts falling due after more than one year | 17 |  | - |  | (10,734)
Provisions for liabilities |  |  |  |  |
Deferred tax | 18 | (183,387) |  | (246,621) |
Provisions | 19 | (1,559,606) |  | (1,554,106) |
|  |  | (1,742,993) |  | (1,800,727)
Net assets |  |  | 2,628,095 |  | 2,302,922
Capital and reserves |  |  |  |  |
Called up share capital | 20 |  | 1 |  | 1
Other reserves | 21 |  | 15,000 |  | 15,000
Profit and loss account | 21 |  | 2,613,094 |  | 2,287,921
Total equity |  |  | 2,628,095 |  | 2,302,922
Page 16
UA UK RETAIL LIMITED REGISTERED NUMBER: 09624558 STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 MARCH 2025 The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
C Tropotei
Director
Date: 1 April 2026
The notes on pages 19 to 35 form part of these financial statements. Page 17
UA UK RETAIL LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025
| Called up share capital | Other reserves | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 April 2023 | 1 | 15,000 | 2,024,660 | 2,039,661
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 263,261 | 263,261
Other comprehensive income for the year | - | - | - | -
Total comprehensive income for the year | - | - | 263,261 | 263,261
At 1 April 2024 | 1 | 15,000 | 2,287,921 | 2,302,922
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 325,173 | 325,173
Other comprehensive income for the year | - | - | - | -
Total comprehensive income for the year | - | - | 325,173 | 325,173
At 31 March 2025 | 1 | 15,000 | 2,613,094 | 2,628,095
| The notes on pages 19 to 35 form part of these financial statements.
Page 18
UA UK RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
1. | General information
UA UK Retail Limited (the 'Company') is a private company, limited by shares and is registered and incorporated in England and Wales. The Company's registered number is 09624558. Its registered office is C/O Corporation Service Company (UK) Limited, 5 Churchill Place, 10th Floor, London, England, E14 5HU. The principal activity of the Company continued to be that of clothes retail outlets. 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 financial statements have been presented in Pound Sterling, as this is the currency of the primary economic environment in which the Company operates, and is rounded to the nearest pound. The following principal accounting policies have been applied:
| 2.2 | 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 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Under Armour Inc. as at 31 March 2025 and these financial statements may be obtained from 1020 Hull Street, MD 21230, Baltimore, USA. Page 19
UA UK RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.3 | Going concern
In assessing the ability of the Company to continue to operate as a going concern for the foreseeable future, the directors have prepared forecasts for the 12 months to March 2027, which have been extended to 12 months after the date of signing the financial statements. The forecasts have involved a degree of judgement based upon experience of the sector, forecast activity and the cash resources available to meet its liabilities as they fall due. Whilst the financial position of the Company remains strong, the Company's going concern status is reliant on receiving continued support from its immediate parent company, Under Armour Europe B.V. A letter of support has been provided by the parent company to confirm that Under Armour Europe B.V will continue to provide financial support as required for at least 12 months from the date of approval of these financial statements. On this basis, the directors have concluded that there is no material uncertainty with regards to the entity's going concern status and it is therefore appropriate to prepare these financial statements on a going concern basis.
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentation currency is GBP. 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. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.
| 2.5 | Turnover
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on sale of the goods), the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity, and the costs incurred in respect of the transaction can be measured reliably. Page 20
UA UK RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.6 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.7 | Interest receivable and similar income
Interest receivable and similar income is recognised in profit or loss using the effective interest method.
| 2.8 | Interest payable and similar expenses
Interest payable and similar expenses are charged to the Statement of Comprehensive Income 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.
| 2.9 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in the Statement of Comprehensive Income when the services are rendered. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds. Page 21
UA UK RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.10 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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 reporting date.
| 2.11 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management, and the cost of dismantling/reinstatement. At each reporting period end date, the Company reviews the carrying amounts of its tangible 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 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. Page 22
UA UK RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.11 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Leasehold improvements | - | 10 years or over the lease term, whatever is shorter
|  |  |  | Fixtures, fittings and equipment | - | 2-10 years
|  |  |  | Assets under construction | - | Not depreciated
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Assets under construction are not depreciated, as the directors deem the asset's useful life to begin once it is in use or available for use. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income. Depreciation is charged to profit or loss within 'administrative expenses'.
| 2.12 | 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 first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each reporting 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.
| 2.13 | 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.
| 2.14 | 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.
| 2.15 | 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. Page 23
UA UK RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.16 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
| 2.17 | Financial instruments
Financial instruments are recognised in the Company's Statement of Financial Position 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Page 24
UA UK RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.17 | Financial instruments (continued)
Basic 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled. Page 25
UA UK RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In the application of the Company's accounting policies, the directors are 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. Key sources of estimation uncertainty The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows. Customer returns The Company records reductions to revenue at the time of the transaction for estimated customer returns based on estimates on historical rates of customer returns. The actual amount of customer returns, which is inherently uncertain, may differ from the Company estimates. If determined that actual returns are significantly higher or lower than the reserves established, the Company record a reduction or increase, as appropriate, to net sales in the period in which such a determination was made. Stock provision Inventories consist primarily of finished goods. Costs of finished goods inventories include all costs incurred to bring inventory to its current condition, including inbound freight, duties and other costs. The Company value inventory at standard cost which approximates landed cost, using the first-in, first-out method of cost determination. Net realisable value is estimated based upon assumptions made about future demand and retail market conditions. If determined that the estimated net realisable value of inventory is less than the carrying value of such inventory, a charge to cost of goods sold is recorded to reflect the lower of cost or net realisable value. If actual market conditions are less favorable than those projected, further adjustments may be required that would increase the cost of goods sold in the period in which such a determination was made.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Sale of goods | 39,312,073 | 37,741,974
| All turnover arose within the United Kingdom.
Page 26
UA UK RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating income | 16,157 | 114,388
6. | Operating profit
| The operating profit is stated after (crediting)/charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | (70,130) | (55,982)
| Depreciation of tangible fixed assets | 901,788 | 1,138,812
| Impairment of tangible fixed assets | 1,152,434 | 2,722,976
| Loss on disposal of tangible fixed assets | 303,905 | -
| Operating lease charges | 4,368,793 | 4,720,104
7. | Auditor's remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 63,500 | 50,000
| Fees payable to the Company's auditor and its associates in respect of: |  |
| Taxation compliance services | 4,590 | 4,500
| Other non-audit services | 3,677 | 3,900
Page 27
UA UK RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
8. | Employees
| Staff costs were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 5,582,494 | 4,447,505
| Social security costs | 454,270 | 397,526
| Cost of defined contribution scheme | 137,333 | 87,673
|  | 6,174,097 | 4,932,704
| Directors' remuneration was borne by another company within the group during both the current and previous years. It is not possible to accurately estimate the amount of remuneration attributable to services rendered to the Company.
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Retail stores | 298 | 257
9. | Interest receivable and similar income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Remeasurement of liability | 156,735 | -
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest payable on loans from group undertakings | - | 182,669
| Unwinding of discount | 75,602 | 100,892
Page 28
UA UK RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 906,129 | 926,773
| Adjustments in respect of previous periods | 28,887 | (353,712)
| Total current tax | 935,016 | 573,061
| Deferred tax |  |
| Origination and reversal of timing differences | (62,910) | 94,563
| Changes to tax rates | (324) | (9,137)
| Total deferred tax | (63,234) | 85,426
| Tax on profit | 871,782 | 658,487
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024:25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit before tax | 1,196,955 | 921,748
| Profit before tax multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) | 299,239 | 230,437
| Effects of: |  |
| Income not taxable for tax purposes | (74,428) | (1,938)
| Tax effect of expenses that are not deductible in determining taxable profit | 116,524 | 90,598
| Capital allowances for year in excess of depreciation | 501,884 | 702,239
| Adjustments to tax charge in respect of prior periods | 28,887 | (353,712)
| Adjustments to tax charge in respect of previous periods - deferred tax | (324) | (9,137)
| Total tax charge for the year | 871,782 | 658,487
Page 29
UA UK RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 11.Taxation (continued)
| Factors that may affect future tax charges
UA Retail UK Limited is within the scope of the OECD Pillar Two model rules. Pillar Two legislation has been enacted in the UK, the jurisdiction in which the entity is incorporated, and is effective in 2024. Under the legislation, the group is liable to pay a top-up tax in the UK, for any subsidiaries of our UK entity, for the difference between the GloBE effective tax for each jurisdiction and the 15% minimum rate. In addition, top-up taxes are payable locally where qualifying domestic minimum top-up taxes have been legislated and are in effect. The group applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023. Under Armour does not anticipate any Pillar II tax liability related to its UK operations as its UK entities meet the Pillar Two Effective Tax Rate (“ETR”) safe harbour due to a statutory corporate income tax rate of 25%.
12. | Tangible fixed assets
|  | Leasehold improvements | Assets under construction | Fixtures, fittings and equipment | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 1 April 2024 | 6,667,846 | 176,059 | 2,305,985 | 9,149,890
| Additions | 508,817 | 737,379 | 95,880 | 1,342,076
| Disposals | (404,943) | - | (185,537) | (590,480)
| Transfers between classes | 672,200 | (863,979) | 191,779 | -
| Impairment | (1,152,434) | - | - | (1,152,434)
| At 31 March 2025 | 6,291,486 | 49,459 | 2,408,107 | 8,749,052
| Depreciation |  |  |  |
| At 1 April 2024 | 2,200,914 | - | 1,631,649 | 3,832,563
| Charge for the year | 736,181 | - | 267,177 | 1,003,358
| Disposals | (212,984) | - | (73,591) | (286,575)
| At 31 March 2025 | 2,724,111 | - | 1,825,235 | 4,549,346
| Net book value |  |  |  |
| At 31 March 2025 | 3,567,375 | 49,459 | 582,872 | 4,199,706
| At 31 March 2024 | 4,466,932 | 176,059 | 674,336 | 5,317,327
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UA UK RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
13. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Finished goods and goods for resale | 3,720,265 | 2,692,290
14. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due after more than one year |  |
| Other debtors | 989,392 | 1,049,462
|  | 989,392 | 1,049,462
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due within one year |  |
| Amounts owed by group undertakings | 206,493 | 98,000
| Other debtors | 1,411,358 | 818,310
| Prepayments | 1,646,814 | 1,698,165
|  | 3,264,665 | 2,614,475
| Included within other debtors is a rent bond of £989,392 (2024: £1,049,462) relating to a security deposit for a rental property of the company. In the prior year an amount of £1,049,462 was classified as a debtor due within one year, however upon review, it has been reclassified to present as a debtor due after more than one year. There has been no impact on the Statement of Comprehensive Income for the prior year. Amounts owed by group undertakings are unsecured, interest free and payable on demand.
15. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 1,531,228 | 1,321,696
| Less: bank overdrafts | (28,039) | -
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UA UK RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
16. | Creditors: amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank overdrafts | 28,039 | -
| Trade creditors | - | 358,311
| Amounts owed to group undertakings | 3,599,870 | 3,902,247
| Corporation tax | 1,274,120 | 510,864
| Other taxation and social security | 3,631 | 62,740
| Other creditors | 96,403 | 132,188
| Accruals and deferred income | 4,332,105 | 3,914,517
|  | 9,334,168 | 8,880,867
| Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
17. | Creditors: amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | - | 10,734
| Included within creditors is a loan from a group undertaking of £nil (2024: £10,734). The loan is repayable on 31 December 2025. Interest is accrued on the loan balance at a rate of SONIA + 125 basis points. The interest charge for the year was £nil (2024: £182,669).
18. | Deferred taxation
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (246,621) | (161,195)
| Credited/(charged) to the Statement of Comprehensive Income | 63,234 | (85,426)
| At end of year | (183,387) | (246,621)
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UA UK RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 18.Deferred taxation (continued)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | (181,618) | (248,662)
| Short term timing differences | (1,769) | 2,041
|  | (183,387) | (246,621)
19. | Provisions
|  | Dilapidation provision
|  | £
| At 1 April 2024 | 1,554,106
| Additions | 174,903
| Remeasurement of liability | (245,005)
| Unwinding of discount | 75,602
| At 31 March 2025 | 1,559,606
| The dilapidation provision represents managements best estimate of the likely costs of restoring leased premises to their original condition at the end of the lease.
20. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 (2024: 1) Ordinary share of £1 | 1 | 1
| The Ordinary share holds no right to fixed income, entitles the holder to one vote at annual general meetings, and holds full rights to dividends and capital distributions (including upon winding up).
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UA UK RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
21. | Reserves
Other reserves Other reserves represent reserves provided for by the Articles of Association. Profit and loss account Cumulative profit and loss, net of distributions to owners.
22. | Pension commitments
The Company operates a defined contribution pension scheme. The assets of the fund are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £137,333 for the year (2024: £87,673). Contributions payable to the fund at the year end amounted to £7,076 (2024: £8,167) and are included in other creditors.
23. | Commitments under operating leases
| At 31 March 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Within one year | 3,986,444 | 2,953,287
| Between one and five years | 9,857,309 | 11,320,212
| In over five years | 5,983,565 | 4,893,737
|  | 19,827,318 | 19,167,236
24. | Related party transactions
| The Company has taken advantage of the disclosure exemption within FRS 102 paragraph 33.1A in relation to transactions with entities which are a wholly owned part of the Group.
25. | Post balance sheet events
There have been no significant events affecting the Company since the year end. Page 34
UA UK RETAIL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
26. | Controlling party
The ultimate parent company and controlling party is Under Armour, Inc., a company incorporated in the United States of America. The immediate parent company is Under Armour Europe BV, a company incorporated in The Netherlands. The smallest and largest group for which group accounts are prepared, incorporating the results of UA UK Retail Limited, are those of the ultimate parent company, Under Armour, Inc.. The accounts for Under Armour, Inc. are available from the registered office 1020 Hull Street, MD 21230, Baltimore, USA.
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