Company registration number 13805548 (England and Wales)
GENIEMODE UK LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
GENIEMODE UK LTD
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026
31 March 2026
- 1 -
2026
2025
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
4
119,340
-
0
Current assets
Trade and other receivables
5
35,715
107,919
Cash and cash equivalents
151,449
428,828
187,164
536,747
Current liabilities
6
(373,984)
(489,695)
Net current (liabilities)/assets
(186,820)
47,052
Total assets less current liabilities
(67,480)
47,052
Non-current liabilities
6
(94,433)
-
0
Net (liabilities)/assets
(161,913)
47,052
Equity
Called up share capital
11
100,000
100,000
Retained earnings
(261,913)
(52,948)
Total equity
(161,913)
47,052

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

The directors of the company have elected not to include a copy of the income statement within the financial statements.

The financial statements were approved by the board of directors and authorised for issue on 17 July 2026 and are signed on its behalf by:
A P Sharma
Director
Company registration number 13805548 (England and Wales)
GENIEMODE UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
- 2 -
Share capital
Retained earnings
Total
£
£
£
Balance at 1 April 2024
100,000
(79,189)
20,811
Year ended 31 March 2025:
Profit and total comprehensive income
-
26,241
26,241
Balance at 31 March 2025
100,000
(52,948)
47,052
Year ended 31 March 2026:
Loss and total comprehensive income
-
(208,965)
(208,965)
Balance at 31 March 2026
100,000
(261,913)
(161,913)

The notes on pages 3 to 13 form part of these financial statements.

GENIEMODE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
- 3 -
1
Accounting policies
Company information

Geniemode UK Ltd ("the Company") is a private company limited by shares incorporated in England and Wales.

Their registered office is 3 Windrush Avenue, Slough, England, SL3 8ER.

The Company's principal activities is to engage in wholesale B2B trade of fashion including accessories.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The Company’s functional currency is Euro (€), being the currency of the primary economic environment in which the Company operates.

The financial statements are presented in Pound Sterling (£).

Transactions in currencies other than sterling are recorded at the exchange rates prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities denominated in foreign currencies are retranslated at the closing exchange rates.

Exchange differences arising on retranslation are recognised in the profit and loss account.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The Company has taken advantage of the following disclosure exemptions under FRS 101:

- the requirements of IAS 7 Statement of Cash Flows

- the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

- the requirements of IFRS 2 Share-based Payment

This information is included in the consolidated financial statements of Geniemode Global Private Limited as at 31 March 2026 and these financial statements may be obtained from C-2/83, Himalayan CGHS Sec-22, Plot No.10 Dwarka, Opposite Police Station, Delhi, New Delhi, India.

1.2
Going concern

The financial statements have been prepared on the going concern basis, which assumes that the Company will continue to trade for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements, and will be able to meet its debts as they fall due.

The directors have reviewed forecasts and budgets and are confident of the Company's ability to continue trading as a going concern for the foreseeable future. In making this assessment, the directors have also considered the ongoing financial support available from the Company's parent undertaking. Based on the results to date, future projections and the support available from the parent undertaking, the directors are satisfied that the Company will continue to meet its liabilities as they fall due. Accordingly, the financial statements have been prepared on a going concern basis.

GENIEMODE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 4 -
1.3
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 measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the Company and the customer. The point of recognition varies between both date of shipment or date of delivery. A receivable is recognised either when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due, or at the point of shipment depending on the terms of the contract.

Interest income

Interest income is recognised in profit or loss using the effective interest method.

1.4
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
10 years
Computers
3 years
Office equipment
5 years
Right of use asset
over the period of the lease

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.5
Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less.

1.6
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

GENIEMODE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 5 -
Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Impairment of financial assets

Financial assets carried at amortised cost and fair value through other comprehensive income are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

GENIEMODE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 6 -
1.7
Financial liabilities

The company recogni s es financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, t rade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.8
Equity instruments

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

1.9
Retirement benefits

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

1.10
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black–Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.11
Leases
As lessee

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

GENIEMODE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 7 -

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, and is periodically reduced by impairment losses, if any.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is re assessed at each financial period end to reflect lease modifications and any changes to the factors considered at initial measurement, as set out above. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

1.12
Foreign exchange

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

2
Critical accounting estimates and judgements

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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

GENIEMODE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
2
Critical accounting estimates and judgements
(Continued)
- 8 -

Going concern assumption

As outlined in Not e 1.2, the d irectors have prepared the financial statements on a going concern basis and believe this remains appropriate. The d irectors' going concern assessment is based on forecasted cash flows prepared under current economic conditions, and the continuing support from the Company's parent undertaking, which support the conclusion that the Company can continue to operate for at least 12 months from the date of approval of the financial statements.

However, this judgement is sensitive to changes in the macroeconomic environment and success of the planned operational activities, and a material deterioration in trading performance could impact the validity of the forecasts and the conclusions reached by the directors in respect to going concern.

Useful economic life of tangible fixed assets

The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are amended when necessary to reflect current estimates, based on technological advancements, future investments, economic utilisation and the physical condition of the assets.

Share based payments

The company participates in an equity settled share based payment arrangement in which share options are issued to its employees. The fair value determined at the grant date is expensed on a straight line basis over the vesting period. For options with a non-market based performance condition the likelihood of vesting and the vesting period is estimated based on when the performance condition or exit-event is likely to be met. The fair value is calculated using a Black Scholes fair value model with the estimated level of vesting reviewed annually by management. The valuation is inherently judgemental and is derived from a number of assumptions, including value per share, volatility, time to maturity and the risk-free interest rate.

3
Employees

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

2026
2025
Number
Number
Directors
2
2
Employees
3
-
Total
5
2
GENIEMODE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 9 -
4
Property, plant and equipment
Fixtures and fittings
Computers
Office equipment
Right of use asset
Total
£
£
£
£
£
Cost
At 1 April 2025
-
0
-
0
-
0
-
0
-
0
Additions
7,546
6,864
885
117,105
132,400
At 31 March 2026
7,546
6,864
885
117,105
132,400
Accumulated depreciation
At 1 April 2025
-
0
-
0
-
0
-
0
-
0
Charge for the year
382
1,195
98
11,385
13,060
At 31 March 2026
382
1,195
98
11,385
13,060
Carrying amount
At 31 March 2026
7,164
5,669
787
105,720
119,340

Property, plant and equipment includes right-of-use assets, as follows:

Right-of-use assets
2026
2025
£
£
Net values at the year end
Right of use asset
105,720
-
Total additions in the year
117,105
-
Depreciation charge for the year
Right of use asset
11,385
-

The right-of-use assets relate to office leases in the UK. A 72-month UK office lease was entered into in August 2025. The lease liabilities disclosed in Note 12 relate to these leases.

5
Trade and other receivables
2026
2025
£
£
Trade receivables
29,155
97,922
VAT recoverable
6,560
1,859
Prepayments and accrued income
-
0
8,138
35,715
107,919

Included within trade debtors is £29,155 (2025: £Nil) due from group undertakings.

GENIEMODE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 10 -
6
Liabilities
Current
Non-current
2026
2025
2026
2025
Notes
£
£
£
£
Trade and other payables
7
349,048
489,695
-
0
-
0
Taxation and social security
10,211
-
-
-
Lease liabilities
8
14,725
-
0
94,433
-
0
373,984
489,695
94,433
-
7
Trade and other payables
2026
2025
£
£
Trade payables
5,356
398,560
Amounts owed to fellow group undertakings
301,934
76,235
Accruals
18,185
14,900
Other payables
23,573
-
349,048
489,695
8
Lease liabilities
2026
2025
Maturity analysis of lease payments
£
£
Within one year
23,696
-
In two to five years
102,024
-
In over five years
11,233
-
Total undiscounted liabilities
136,953
-
Future finance charges and other adjustments
(27,795)
-
Lease liabilities in the financial statements
109,158
-

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2026
2025
£
£
Current liabilities
14,725
-
0
Non-current liabilities
94,433
-
0
109,158
-
GENIEMODE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
8
Lease liabilities
(Continued)
- 11 -

The Company leases office premises for use in its operations. The lease is for a fixed term, with lease payments comprising fixed rentals subject to periodic index-linked increases.

In determining the lease term, management has assessed that it is reasonably certain that the break option will not be exercised, and therefore the full contractual lease term has been used in measuring the lease liability.

The Company is exposed to future cash outflows not reflected in the measurement of lease liabilities, primarily relating to variability in lease payments arising from index-linked increases.

During the year, the Company recognised depreciation of right‑of‑use assets of £11,385 (202 5: £nil), which is included within administrative expenses.

Interest expense s on lease liabilities of £5,640 (202 5: £nil) was recognised within finance costs.

9
Retirement benefit schemes
2026
2025
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
2,550
-

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions tota l ling £1,7 13 (202 5 - £0) were payable to the fund at the reporting date and included in creditors.

GENIEMODE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 12 -
10
Share-based payments

During the period ended 31 March 2026, the ultimate parent, Geniemode Global Private Limited, has an equity settled share option scheme for all employees of the group. Options have £0.1 exercise value. Further details are described below:

Options granted during the year

Options granted in the year are set out below. Fair value was measured using the Black-Scholes model.

2026
Grant date
1 September 2025
Weighted average fair value
₹604,118
Inputs for model:
- Weighted average share price
-
- Weighted average exercise price
£0.1
- Expected volatility
30.79% - 34.25%
- Expected life
3.58
- Risk free rate
6.1%
- Expected dividends yields
0
Expenses
Related to equity settled share based payments
37,680
-

The ultimate parent, Geniemode Global Private Limited, has an equity settled share option scheme for all employees of the group. Options have £0.1 exercise value.

11
Share capital
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1.00 each
100,000
100,000
100,000
100,000
12
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 March 2026 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

GENIEMODE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
12
Audit report information
(Continued)
- 13 -
Senior Statutory Auditor:
Edward Passmore FCA
Statutory Auditor:
BKL Audit LLP
Date of audit report:
17 July 2026
13
Controlling party

The ultimate parent undertaking is Geniemode Global Private Limited.

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