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Registered number: 08562339 RETAILNEXT-BVI UK LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2024
RETAILNEXT-BVI UK LIMITED Company Information
Director | A M Golden (appointed 1 October 2025)
Registered number | 08562339
Registered office | 3rd Floor
| 12 Gough Square
| London
| EC4A 3DW
Independent auditors | Sayers Butterworth LLP
| Chartered Accountants and Statutory Auditor
| 3rd Floor
| 12 Gough Square
| London
| EC4A 3DW
RETAILNEXT-BVI UK LIMITED Registered number: 08562339 Balance sheet As at 31 January 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 4 |  | 72,849 |  | 73,784
|  |  | 72,849 |  | 73,784
Current assets |  |  |  |  |
Debtors | 5 | 2,766,273 |  | 2,970,122 |
Cash at bank and in hand |  | 6,886 |  | 74,827 |
|  | 2,773,159 |  | 3,044,949 |
Creditors: amounts falling due within one year | 6 | (3,368,409) |  | (3,116,936) |
Net current liabilities |  |  | (595,250) |  | (71,987)
Total assets less current liabilities |  |  | (522,401) |  | 1,797
Net (liabilities)/assets |  |  | (522,401) |  | 1,797
Capital and reserves |  |  |  |  |
Called up share capital | 8 |  | 100 |  | 100
Profit and loss account |  |  | (522,501) |  | 1,697
|  |  | (522,401) |  | 1,797
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 June 2026.
A M Golden
Director
The notes on pages 2 to 7 form part of these financial statements. Page 1
RETAILNEXT-BVI UK LIMITED Notes to the financial statements For the Year Ended 31 January 2024
1. | General information
RetailNext-BVI UK Limited is a private company limited by shares, incorporated in the United Kingdom. The registered office address is 3rd Floor, 12 Gough Square, London, EC4A 3DW. The principal activity of the company is that of marketing and advertisement. 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 judgment in applying the Company's accounting policies. The following principal accounting policies have been applied:
| 2.2 | Going concern
The financial statements have been prepared on the going concern basis despite having an excess of liabilities over assets at the year-end. The directors have obtained confirmation from the parent company that it will continue to honour the cost-plus agreement in place so the company will continue to be cash-generating. The directors have also obtained confirmation from another entity within the group that it will provide the necessary financial support to meet its liabilities and commitments as they fall due for a period of at least 12 months from the date of approval of these financial statements.
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. On consolidation the results of the foreign branches are translated into sterling using the average rate for the year. All assets and liabilities are translated at the rate ruling at the reporting date. Exchange differences arising on the retranslation of opening net assets at opening rate, and the results of the branches at average rate, are recognised in other comprehensive income. 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 Page 2
RETAILNEXT-BVI UK LIMITED Notes to the financial statements For the Year Ended 31 January 2024 2.Accounting policies (continued)
| 2.3 | Foreign currency translation (continued)
qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is recognised in respect of support services supplied during the period, exclusive of Value Added Tax. Revenue is recognised when the services have been provided and is measured at a mark-up on costs.
| 2.5 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.6 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.7 | 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 balance sheet 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 balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 3
RETAILNEXT-BVI UK LIMITED Notes to the financial statements For the Year Ended 31 January 2024 2.Accounting policies (continued)
| 2.8 | 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. 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:
|  |  |  | Fixtures & fittings | - | 20% | Straight line
|  |  |  | Computer equipment | - | 33% | Straight line
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. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.9 | Debtors
Short-term debtors are measured at transaction price, less any impairment.
| 2.10 | 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.
| 2.11 | Creditors
Short-term creditors are measured at the transaction price.
3. | Employees
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Average number of employees including directors | 138 | 107
Page 4
RETAILNEXT-BVI UK LIMITED Notes to the financial statements For the Year Ended 31 January 2024
4. | Tangible fixed assets
|  | Fixtures & fittings | Computer equipment | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 February 2023 | 20,483 | 239,636 | 260,119
| Additions | - | 42,487 | 42,487
| Disposals | - | (164,543) | (164,543)
| At 31 January 2024 | 20,483 | 117,580 | 138,063
| Depreciation |  |  |
| At 1 February 2023 | - | 186,335 | 186,335
| Charge for the year on owned assets | 3,981 | 39,441 | 43,422
| Disposals | - | (164,543) | (164,543)
| At 31 January 2024 | 3,981 | 61,233 | 65,214
| Net book value |  |  |
| At 31 January 2024 | 16,502 | 56,347 | 72,849
| At 31 January 2023 | 20,483 | 53,301 | 73,784
5. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 2,673,482 | 2,919,498
| Other debtors | 53,911 | 15,168
| Prepayments and accrued income | 38,880 | 3,826
| Deferred taxation | - | 31,630
|  | 2,766,273 | 2,970,122
Page 5
RETAILNEXT-BVI UK LIMITED Notes to the financial statements For the Year Ended 31 January 2024
6. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | 297,501 | 133,396
| Amounts owed to group undertakings | 2,654,258 | 2,712,393
| Corporation tax | - | 164
| Other creditors | 131,960 | 56,751
| Accruals and deferred income | 284,690 | 214,232
|  | 3,368,409 | 3,116,936
7. | Deferred taxation
|  | 2024
|  | £
| At 1 February 2023 | 31,630
| Charged to profit or loss | (31,630)
| At end of year | -
| The deferred tax asset is made up as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Accelerated capital allowances | - | 6,995
| Tax losses carried forward | - | 24,635
|  | - | 31,630
8. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 100 (2023 - 100) Paid up ordinary shares of £1.00 each | 100 | 100
Page 6
RETAILNEXT-BVI UK LIMITED Notes to the financial statements For the Year Ended 31 January 2024
9. | Commitments under operating leases
| At 31 January 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Not later than 1 year | 42,272 | 41,441
| Later than 1 year and not later than 5 years | 42,279 | 87,945
|  | 84,551 | 129,386
10.Other financial commitments On 13 March 2023 the Company entered into a fixed and floating charge against all property and undertaking of the Company. The charge was satisfied in full on 12 June 2024.
11. | Related party transactions
| The company has adopted the exemption permitted by paragraph 33.1A of FRS 102 and has not disclosed transactions with members of the same group that are wholly owned.
12. | Controlling party
The company's ultimate controlling party is Battery Ventures, an investment firm located in the United States of America. The parent undertaking of the smallest group of which RetailNext-BVI UK Limited is a member and consolidated financial statements are prepared is RN Ultimate Parent, L.P, a company incorporated in the state of Delaware, United States of America. Their registered office address is 1209 Orange St, Wilmington, DE 19801.
13. | Auditors' information
The auditors' report on the financial statements for the year ended 31 January 2024 was unqualified. The audit report was signed on 14 July 2026 by Hannah Clegg (Senior statutory auditor) on behalf of Sayers Butterworth LLP.
Page 7