REGISTERED NUMBER: 12411677 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 30 September 2025

for

LS Retail UK Ltd

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Income Statement

6

Balance Sheet

7

Notes to the Financial Statements

8

DIRECTORS:

Hlynur Elisson

Stefania Ellingsen

REGISTERED OFFICE:

Ground Floor

123 Pall Mall

London

SW1Y 5EA

REGISTERED NUMBER:

12411677 (England and Wales)

AUDITORS:

Bright Grahame Murray

Emperor's Gate

114a Cromwell Road

Kensington

London

SW7 4AG

The directors present their report with the financial statements of the company for the year ended 30 September 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of providing information technology consultancy services.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 October 2024 to the date of this report.

Hlynur Elisson

Stefania Ellingsen

GOING CONCERN

The sole shareholder of the company, LS Retail ehf, has confirmed that financial support will continue for at least 12 months from the date of approval of these financial statements.These accounts have therefore been prepared on the going concern basis.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Bright Grahame Murray, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Hlynur Elisson - Director

24 June 2026

Opinion

We have audited the financial statements of LS Retail UK Ltd (the 'company') for the year ended 30 September 2025 which comprise the Income Statement, Balance Sheet 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 Financial Reporting Standard 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 30 September 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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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 either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We performed risk assessment procedures and obtained an understanding of the company and its environment, the applicable financial reporting framework, the applicable laws and regulations, the company's system of internal control and the fraud risk factors relevant to the company that affect the susceptibility of assertions to material misstatement due to fraud. We made enquiries with management regarding actual or suspected fraud, non-compliance with laws and regulations, potential litigation and claims. The engagement partner led a discussion among the audit team with particular emphasis on how and where the company 's financial statements may be susceptible to material misstatement due to fraud, including how fraud might occur. The engagement partner assessed that the engagement team collectively had the appropriate competence and capability to identify or recognise non-compliance with laws and regulations.

We considered compliance with UK Companies Act 2006 and the applicable tax legislation as the key laws and regulations which non-compliance cold directly lead to material misstatement due to fraud at the financial statement level. We evaluated whether the selection and application of accounting policies by the company may be indicative of fraudulent financial reporting. Our audit procedures responsive to assessed risks of material misstatement due to fraud at the assertion level included but were not limited to:

- Testing the appropriateness of manual journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements;

- Making inquiries of individuals involved in the financial reporting process about inappropriate or unusual activity relating to the processing of journal entries;

- Selecting and testing journal entries and other adjustments made at the end of a reporting period and throughout the period;

- Reviewing accounting estimates for biases that could represent a risk of material misstatement due to fraud.

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements due to irregularities, including fraud, may not be detected, even though we have properly planned and performed our audit in accordance with the auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. In addition, as with any audit, there remains a higher risk of non-detection of irregularities, as they may involve collusion, forgery, intentional omissions, override of internal controls, or collusion.

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 Report of the Auditors.

Use of our 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 a Report of the Auditors 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.

Ahsan Miraj (Senior Statutory Auditor)

for and on behalf of Bright Grahame Murray

Emperor's Gate

114a Cromwell Road

Kensington

London

SW7 4AG

24 June 2026

TURNOVER

983,974

765,418

Cost of sales

(548,486

)

(351,709

)

GROSS PROFIT

435,488

413,709

Administrative expenses

(388,640

)

(392,531

)

OPERATING PROFIT and

PROFIT BEFORE TAXATION

46,848

21,178

Tax on profit

6

(12,335

)

2,595

PROFIT FOR THE FINANCIAL YEAR

34,513

23,773

FIXED ASSETS

Tangible assets

7

3,675

6,174

CURRENT ASSETS

Debtors

8

379,050

286,583

CREDITORS

Amounts falling due within one year

9

(261,766

)

(206,311

)

NET CURRENT ASSETS

117,284

80,272

TOTAL ASSETS LESS CURRENT LIABILITIES

120,959

86,446

CAPITAL AND RESERVES

Called up share capital

1,000

1,000

Retained earnings

119,959

85,446

120,959

86,446

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

The financial statements were approved by the Board of Directors and authorised for issue on 24 June 2026 and were signed on its behalf by:

Hlynur Elisson - Director

1.	STATUTORY INFORMATION

LS Retail UK Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared in £ Sterling which is also functional currency of the Company. The rounding in the financial statements is to the nearest pound.

The company's ability to continue as a going concern is contingent on the ability of the shareholder of the company to continue providing financial support to the company. The sole shareholder of the company, LS Retail ehf, has confirmed that financial support will continue for at least 12 months from the date of approval of these financial statements.These accounts have therefore been prepared on the going concern basis.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses.

Useful lives and residual values of tangible fixed assets are reviewed at the end of each reporting period.

Depreciation is provided at the following annual rates using straight-line method:

Computer equipment 4 years

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Financial instruments

Trade and other debtors

Trade and other debtors are initially recognised at the transaction price and thereafter stated at amortised cost using the effective interest method, less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases, the debtors are stated at cost less impairment losses for bad and doubtful debts.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and cash held on demand with banks, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2024 - 3 ) .

4.	OPERATING PROFIT

The operating profit is stated after charging:

30.9.25

30.9.24

£

£

Depreciation - owned assets

2,499

2,140

5.	AUDITORS' REMUNERATION

30.9.25

30.9.24

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

7,000

6,000

6.

TAXATION

Analysis of the tax charge/(credit)

The tax charge/(credit) on the profit for the year was as follows:

30.9.25

30.9.24

£

£

Current tax:

UK corporation tax

12,335

5,662

Adjustment in respect of prior

years

-

(8,257

)

Tax on profit

12,335

(2,595

)

UK corporation tax was charged at 25%) in 2024.

Reconciliation of total tax charge/(credit) included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

30.9.25

30.9.24

£

£

Profit before tax

46,848

21,178

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

11,712

5,295

Effects of:

Expenses not deductible for tax purposes

101

-

Depreciation in excess of capital allowances

522

367

Adjustments to tax charge in respect of previous periods

-

(8,257

)

Total tax charge/(credit)

12,335

(2,595

)

7.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 October 2024

and 30 September 2025

14,331

DEPRECIATION

At 1 October 2024

8,157

Charge for year

2,499

At 30 September 2025

10,656

NET BOOK VALUE

At 30 September 2025

3,675

At 30 September 2024

6,174

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.9.25

30.9.24

£

£

Amounts owed by group undertakings

273,206

258,168

Other debtors

-

1,802

Tax

-

8,352

VAT

38,433

17,600

Prepayments and accrued income

67,411

661

379,050

286,583

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.9.25

30.9.24

£

£

Trade creditors

167,287

76,115

Tax

12,335

5,662

Other creditors

-

23,690

Accrued expenses

82,144

100,844

261,766

206,311

10.	RELATED PARTY DISCLOSURES

11.	POST BALANCE SHEET EVENTS

Subsequent to the year end the group, which LS Retail UK Ltd is a part of, was acquired by Axcel Holdings Sarl, a company registered in Luxembourg. This represents a non adjusting post balance sheet event. No adjustments have been made to the financial statements as a result of this transaction.

12.	ULTIMATE CONTROLLING PARTY