Gen3 Marketing UK Limited

Contents

Balance Sheet	1
Notes to the Financial Statements	2 to 7

Gen3 Marketing UK Limited

Balance Sheet

31 December 2025

	Note	2025 £	2024 £
Fixed assets
Investments	4	6,014,709	6,014,709
Current assets
Debtors	5	-	19,529
Cash at bank and in hand		100	100
		100	19,629
Creditors: Amounts falling due within one year	6	(8,011,967)	(4,645,271)
Net current liabilities		(8,011,867)	(4,625,642)
Total assets less current liabilities		(1,997,158)	1,389,067
Creditors: Amounts falling due after more than one year	6	-	(3,258,842)
Net liabilities		(1,997,158)	(1,869,775)
Capital and reserves
Called up share capital	7	100	100
Profit and loss account		(1,997,258)	(1,869,875)
Shareholders' deficit		(1,997,158)	(1,869,775)

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: 13085127

Gen3 Marketing UK Limited

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

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.

The company is exempt from the requirement to prepare group accounts as it is itself a subsidiary undertaking, its parent undertaking is not established under the United Kingdom and the company is a wholly owned subsidiary of the parent undertaking.

Gen3 Marketing UK Limited

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 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 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’s ability to meet its liabilities as they fall due is dependent on the continued availability of funding within the group. While certain group undertakings are profitable and cash generative, access to this liquidity is not wholly within the company’s control and may be affected by the outcome of the refinancing process.

In the event that the external debt is not successfully refinanced and group liquidity becomes constrained, there is a risk that the group may not have sufficient resources available to the company to enable it to settle its liabilities 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.

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.

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Gen3 Marketing UK Limited

Notes to the Financial Statements

Year Ended 31 December 2025

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.


Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

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 0 (2024 - 0).

Gen3 Marketing UK Limited

Notes to the Financial Statements

Year Ended 31 December 2025

4	Investments

	2025 £	2024 £
Investments in subsidiaries	6,014,709	6,014,709