UK Affiliate Management Ltd

Contents

Balance Sheet	1
Notes to the Financial Statements	2 to 9

UK Affiliate Management Ltd

Balance Sheet

31 December 2025

	Note	2025 £	2024 £
Fixed assets
Tangible assets	5	17,568	20,877
Current assets
Stocks	6	696,324	675,431
Debtors	7	5,538,900	5,174,192
Cash at bank and in hand		576,224	416,274
		6,811,448	6,265,897
Creditors: Amounts falling due within one year	8	(723,372)	(687,787)
Net current assets		6,088,076	5,578,110
Total assets less current liabilities		6,105,644	5,598,987
Provisions for liabilities		(5,227)	-
Net assets		6,100,417	5,598,987
Capital and reserves
Called up share capital	9	181	181
Share premium reserve		30,000	30,000
Capital redemption reserve		19	19
Profit and loss account		6,070,217	5,568,787
Shareholders' funds		6,100,417	5,598,987

These financial statements have been prepared and delivered in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006 and the option not to file the Profit and Loss Account has been taken.

Approved and authorised by the Board on 2 September 2026 and signed on its behalf by:
 

......................................... Mr M Tabasso Director

Company Registration Number: 05945086

UK Affiliate Management Ltd

Notes to the Financial Statements

Year Ended 31 December 2025

1	General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
c/o Francis Clark LLP
Melville Building East
Unit 18, 23 Royal William Yard
Plymouth
Devon
PL1 3GW
United Kingdom

The principal place of business is:
Unit 4
Derriford Business Park
Brest Road
Plymouth
Devon
PL6 5QZ
United Kingdom

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

UK Affiliate Management Ltd

Notes to the Financial Statements

Year Ended 31 December 2025

Going concern

The financial statements have been prepared on a going concern basis. The directors believe that the company will continue to operate for the foreseeable future, having regard to the overall performance and cash generation of the group and the ongoing support available within the group structure.

The ultimate parent company, Gen3 Marketing Holding LLC, has significant external debt obligations which are due to mature in September 2026. As at 31 December 2025, the ultimate parent company had approximately $72.8 million of outstanding borrowings under its credit agreement. While discussions are ongoing to refinance this facility, there is no committed agreement in place at the date of approval of these financial statements.

The company is part of a wider group structure and is dependent on intra-group funding arrangements. A significant proportion of its net current assets comprises amounts due from group undertakings, and the company has limited standalone cash resources. The recoverability of these balances and the company’s access to liquidity are therefore dependent on the continued financial support of the group.

In the event that the ultimate parent company is unable to refinance its external debt and group liquidity becomes constrained, there is a risk that intra-group balances could crystallise and that sufficient funds may not be available within the group to meet obligations as they fall due.

These events and conditions indicate the existence of a material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the company.

The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation 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 taxable income.

UK Affiliate Management Ltd

Notes to the Financial Statements

Year Ended 31 December 2025

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class	Depreciation method and rate
Furniture, fittings and equipment	33% straight line

Intangible assets

Intangible assets are stated in the balance sheet at cost, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.

The cost of intangible assets includes directly attributable incremental costs incurred in their acquisition.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class	Amortisation method and rate
Goodwill	25% straight line

Stocks

The cost of work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

UK Affiliate Management Ltd

Notes to the Financial Statements

Year Ended 31 December 2025

Financial instruments

Classification
The company holds the following financial instruments:

• Short term other debtors and creditors
• Loans with group companies under common control; and
• Cash balances.

All financial instruments are classified as basic.

 Recognition and measurement
The company has chosen to apply the recognition and measurement principles in FRS102.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.

Except for loans with group companies and entities under common control, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments. Loans with group companies and entities under common control are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.

 

3	Staff numbers

The average number of persons employed by the company (including directors) during the year, was 21 (2024 - 23).

UK Affiliate Management Ltd

Notes to the Financial Statements

Year Ended 31 December 2025

4	Intangible assets

	Goodwill  £
Cost or valuation
At 1 January 2025	35,000
At 31 December 2025	35,000
Amortisation
At 1 January 2025	35,000
At 31 December 2025	35,000
Carrying amount
At 31 December 2025	-
At 31 December 2024	-

5	Tangible assets

	Furniture, fittings and equipment  £
Cost or valuation
At 1 January 2025	169,645
Additions	14,761
At 31 December 2025	184,406
Depreciation
At 1 January 2025	148,768
Charge for the year	18,070
At 31 December 2025	166,838
Carrying amount
At 31 December 2025	17,568
At 31 December 2024	20,877

UK Affiliate Management Ltd

Notes to the Financial Statements

Year Ended 31 December 2025

6

Stocks

	2025 £	2024 £
Work in progress	696,324	675,431

7

Debtors

Current	2025 £	2024 £
Trade debtors	510,522	735,515
Amounts owed by related parties	4,992,909	4,379,223
Prepayments	21,585	18,586
Other debtors	13,884	40,868
	5,538,900	5,174,192

8

Creditors

	2025 £	2024 £
Due within one year
Trade creditors	202,634	157,591
Taxation and social security	83,386	121,677
Accruals and deferred income	432,553	399,585
Other creditors	4,799	8,934
	723,372	687,787

9	Share capital

Allotted, called up and fully paid shares

	2025		2024
	No.	£	No.	£
Ordinary shares of £1 each	181	181	181	181

Ordinary share carry full rights regarding voting, payment of dividends and distributions.

UK Affiliate Management Ltd

Notes to the Financial Statements

Year Ended 31 December 2025

10	Financial commitments, guarantees and contingencies

Amounts not provided for in the balance sheet

The total amount of financial commitments not included in the balance sheet is £207,142 (2024 - £244,242).

11	Related party transactions

The company has taken advantage of the exemption provided by FRS 102 to not disclose transactions entered in to 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.

Expenditure with and payables to related parties

2025	Other related parties £
Purchase of goods	78,438

2024	Other related parties £
Purchase of goods	76,917

12	Audit report

The Independent Auditors' Report was unqualified. The ultimate parent company (Gen 3 Marketing Holding LLC) has significant debt obligations that mature in September 2026. This has created uncertainty on the Company's ability to continue as a going concern. Management's evaluation of the events and plan's are set out on in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter. The name of the Senior Statutory Auditor who signed the audit report was James Barrett, who signed for and on behalf of PKF Francis Clark on 2 September 2026.

UK Affiliate Management Ltd

Notes to the Financial Statements

Year Ended 31 December 2025

13	Parent and ultimate parent undertaking

The company's immediate parent is Gen3 Marketing UK Limited, incorporated in England and Wales.

 The ultimate parent is Gen3 Marketing LLC, incorporated in the United States of America.

Relationship between entity and parents

The parent of the smallest group in which these financial statements are consolidated is Gen3 Marketing LLC, incorporated in United States of America.

The address of Gen3 Marketing LLC is:
960b Harvest Drive
Suite 210
Blue Bell
Pennsylvania 19422
United States