The directors present the strategic report for the year ended 31 December 2024.

The principal activity of the company is that of a personal care products innovator and manufacturer. The company continues to be innovative both pro-actively and reactively and invests in research and development.

The statement of comprehensive income shows that turnover decreased by 23% to £21,690,000 (2023: £28,244,000). The key drivers were transferring the brands customers to another inter-group company, who are able to exploit synergies, alongside eliminating any customers with loss making sales. In 2023, there was also a one off finished goods stock transfer within the group which increased the turnover in the prior year.

The gross profit has improved to £2,456,000 (2023: £460,000) with the full year impact from removal of loss making customers, price increases during the previous year and further cost control exercises in relation to operational expenditure.

The statement of financial position shows that the company has net assets of £1,549,000 (2023: £1,583,000). There was no capital contribution during the year (2023: £5,000,000)

The Directors continue to develop plans to address the changing global situation and recognise these may take time to have an impact on the results. They expect to make further developments in operational capability as well as develop its global brands reach in order to achieve a more competitive position.

Future Developments

Primarily, The UK will focus on both Private Label business with Aldi and looking to add further Private Label partners, as well as in the long-term the branded production for the worldwide market, supported by both on going sales & marketing activities and the development of personal care product innovation. This is done in conjunction with other companies within the group.

The group was acquired by Persan S.A. in April 2025, however, there is no indication this will change future developments.

Research and Development

Both commercial and technical product development are major aspects of the service provided to customers, including concept, design, branding, and the development of formulations and manufacturing techniques. Technical staff create unique products for customers, using the latest materials and technology and keeping customers and products at the forefront of personal care products.

The management of the business and the execution of the company’s strategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to relate to the pressures on pricing from competitors and major customers. Alongside increases in material prices due to global factors, including Ukraine/Russia, and Inflation. To mitigate these risks the company invests in new equipment to make product more efficiently, has consolidated its distribution network, and is working in partnership with the wider Group on several purchasing initiatives.

The Board monitors progress on the company’s performance against the agreed business plan for the financial year with specific reference to the achievement of financial and non-financial KPIs as demanded by the plan.

Financial KPIs include continually monitoring against planned and previous year performance for revenues and costs, sales, and performance by customer and by product, as well as levels of stock, debtors, creditors and cash flows. Corrective actions for adverse factors as well as efforts to continuously improve performance arise from these procedures.

KPIs include units sold, by product, brand, and sales channel. In summary, for 2024 these amounted to 29.3m units (2023: 34.2m, Decrease 14.3%), which was expected given the reduction in customers referred to above.

Financial risk management

The company has a risk management programme in place that seeks to limit adverse effects on the financial performance of the company. Given the size of the company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the board of directors are implemented by the company’s finance department.

Price risk

The company is exposed to global commodity price risk as a result of its operations. The directors continue to monitor this risk by working with both raw material suppliers and customers to protect the company margins.

Credit risk

The company has implemented policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure to any individual counterparty is subject to a limit, which is reassessed annually.

On behalf of the board

The directors present their annual report and audited financial statements for the year ended 31 December 2024.

The principal activity of the company continued to be that of a personal care products innovator and manufacturer. The company continues to be innovative both pro-actively and reactively and invests heavily in research and development.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Ernst & Young LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

During the year ended 31 December 2024, the Company has generated an operating profit of £1,433,000, with a loss for the financial year of £34,000, and has net current liabilities of £17,111,000. The financial performance of 2024 is a significant improvement from 2023 and loss-making performance of previous financial periods had been a discussion at the highest level within the Mibelle Group. A turnaround project which focused on Mibelle Ltd becoming a profit making business, was closed at the end of 2023 with the remaining actions now falling under day to day business. The results from this project were seen fully in 2024 with Operating Profit been positive for the first time in a number of years.

The forecast outlook for the balance of 2025 remains lower than 2024 but still profitable. Potential downsides have been considered within the forecasts including not being awarded tenders, changes in customer base, inflation and cost of living.

The Company is reliant on continued group support for the ongoing operations of the Company and to enable the Company to meet its liabilities as they fall due and the Company has an intercompany loan repayable to the parent company, totalling £17,500,000 as at 31 December 2024. There has not been any further drawdowns on this since year end. The Directors have obtained a letter of support from the parent company Mibelle AG for the going concern period till 31 December 2026, and assessed the ability and intent of the Mibelle AG to support the Company by reviewing their cash flow forecasts including downside scenarios for the going concern period, throughout Mibelle AG have sufficient resources to support the Company.

Following the year end, on 30 April 2025 the Mibelle Group (excluding South Korea), was acquired by Persán S.A. There has been no indication that this will impact the Company’s future developments.

Following consideration of the significant improvement in financial performance, future forecasts including potential downsides & sale impacts, the Directors conclude there is a reasonable expectation that the company has adequate resources to continue operational existence until at least 31 December 2026. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

In the case of each director in office at the date the Directors' report is approved:

• so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and

• they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, 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 the financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• state whether applicable United Kingdom Accounting Standards, comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements;

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

• 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 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.

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.

We have audited the financial statements of Mibelle Ltd for the year ended 31 December 2024 which comprise which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes 1 to 25, 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 FRS 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 company’s affairs as at 31 December 2024 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.

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 Auditor’s 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 to 31 December 2026.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.

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 course of 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 the 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 strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and directors’ report have been prepared in accordance with applicable legal requirements.

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 strategic report or directors’ report.

We have nothing to report in respect of the following matters in relation to which 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.

As explained more fully in the directors’ responsibilities statement set out on page 5, 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 is 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.

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 an auditor’s report 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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are UK GAAP, the Companies Act 2006 and the relevant taxation regulations within the United Kingdom;

• We understood how Mibelle Ltd is complying with those frameworks by making enquiries of management and those charged with governance, those responsible for legal and compliance procedures. We corroborated our enquiries through our inspection of board minutes, papers provided to and discussions with those charged with governance;

• We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by meeting with management and those charged with governance to understand where it considered there was a susceptibility to fraud. We also considered performance targets and the propensity to influence efforts made by management to manage earnings. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. We performed detailed audit procedures over revenue utilising our analytics tools including testing revenue cut off through selecting a sample of items and validated these to invoice and other evidence to demonstrate the timing of revenue recognition was appropriate;

• Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved using data analytics to consider the full population of journal entries, focusing our work on journals indicating unusual transactions based on our understanding of the business and enquiries of management, review of board minutes and journal entry testing as set out above. We also considered the results of our substantive procedures on other areas of the audit that may indicate non-compliance with such laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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 an auditor’s report 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.

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

Mibelle Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Unit 3 - 5 City Link Industrial Park, Phoenix Way, Tyersal, Bradford, West Yorkshire, BD4 8JP.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies applied in the preparation of these financial statements are set out below, and, unless otherwise stated, these policies have been consistently applied to all periods presented.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. Therefore, the company is exempt, by virtue of section 401 of the Companies Act 2006, from the requirement to prepare consolidated financial statements. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 4 'Statement of Financial Position': Reconciliation of the opening and closing number of shares;

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in Statement of comprehensive income and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to the Statement of comprehensive income, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Migros-Genossenschafts-Bund. These consolidated financial statements are available from its registered office, Limmatstrasse 152, Postfach 1766, CH-8031 Zurich, Switzerland.

The immediate parent undertaking is Mibelle AG Cosmetics, Bolimattstrasse1, 5033 Buchs, Switzerland. The ultimate parent undertaking and controlling party is Migros-Genossenschafts-Bund, a company registered in Switzerland. Subsequent to the balance sheet date, on 30 April 2025, the Mibelle Group was sold to Persán S.A. As a result, from that date, the ultimate controlling party is Persán S.A, Pino Albar 2, 41016 Sevilla. This transaction is disclosed as a non-adjusting post balance sheet event in accordance with Section 32 of FRS 102.

Migros-Genossenschafts-Bund is the parent undertaking of the smallest and the largest group of undertakings to consolidate these financial statements at 31 December 2024. The consolidated financial statements of Migros-Genossenschafts-Bund are available from Limmatstrasse 152, Postfach 1766, CH-8031 Zurich. Switzerland.

During the year ended 31 December 2024, the Company has generated an operating profit of £1,433,000, with a loss for the financial year of £34,000, and has net current liabilities of £17,111,000. The financial performance of 2024 is a significant improvement from 2023 and loss-making performance of previous financial periods had been a discussion at the highest level within the Mibelle Group. A turnaround project which focused on Mibelle Ltd becoming a profit making business, was closed at the end of 2023 with the remaining actions now falling under day to day business. The results from this project were seen fully in 2024 with Operating Profit been positive for the first time in a number of years. true

The forecast outlook for the balance of 2025 remains lower than 2024 but still profitable. Potential downsides have been considered within the forecasts including not being awarded tenders, changes in customer base, inflation and cost of living.

The Company is reliant on continued group support for the ongoing operations of the Company and to enable the Company to meet its liabilities as they fall due and the Company has an intercompany loan repayable to the parent company, totalling £17,500,000 as at 31 December 2024. There has not been any further drawdowns on this since year end. The Directors have obtained a letter of support from the parent company Mibelle AG for the going concern period till 31 December 2026, and assessed the ability and intent of the Mibelle AG to support the Company by reviewing their cash flow forecasts including downside scenarios for the going concern period, throughout Mibelle AG have sufficient resources to support the Company.

Following the year end, on 30 April 2025 the Mibelle Group (excluding South Korea), was acquired by Persán S.A. There has been no indication that this will impact the Company’s future developments.

Following consideration of the significant improvement in financial performance, future forecasts including potential downsides & sale impacts, the Directors conclude there is a reasonable expectation that the company has adequate resources to continue operational existence until at least 31 December 2026. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Other operating income relates to ad-hoc services provided to customers outside the ordinary course of business. This includes, but is not limited to, development costs, warehouse storage and disposal fees which arise throughout the period. Income is recognised over the period these services are required.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Tangible fixed assets are initially measured at cost, comprising of all amounts incurred in the acquisition of assets including amounts that can be attributable directly to bringing the asset into running condition; 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:

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 credited or charged to the Statement of comprehensive income.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the Statement of comprehensive income.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Dividend income is measured at the fair value of the consideration received or receivable and is recognised in profit or loss when the right to receive payment is established.

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to net realisable value.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in the Statement of comprehensive income. Reversals of impairment losses are also recognised in the Statement of comprehensive income.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in the Statement of comprehensive income, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities, including debt instruments that do not meet the definition of a basic financial instrument, are measured at fair value through the Statement of comprehensive income.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

Rentals payable under operating leases, including any lease incentives received, are charged to the Statement of comprehensive income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

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.

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

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

The Company performs an annual assessment as to whether the current carrying value of its investments requires impairment. In doing this, detailed calculations are performed based on discounting expected pre-tax cash flows of the relevant cash generating units and discounting these at an appropriate discount rate, the determination of which requires the excise of judgment.

Included in other operating income are the following balances;

Value of non-audit services provided by the auditor in 2024 was £nil (2023: £nil).

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2023: 3).

Within the year, Mibelle Ltd received £144,031 (2023: £nil) from Absolute Beauty Solutions Limited, a 100% owned subsidiary.

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Mibelle Ltd has tax losses carried forward of £29,230,298 (2023: £32,452,000) for which a deferred tax asset has not been recognised due to uncertainty over the timing of future profits.

The impairment of receivables/investments follows a group restructuring exercise undertaken by the directors during the prior period. No such impairment is recorded in the current year. The directors impaired balances due from and investments in companies which are now dormant and the companies have been struck off on 11 March 2025 from Companies House.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Registered office addresses (all UK unless otherwise indicated):

A) Management and promotion of consumer brands.

Absolute Beauty Solutions Limited, QBC Group Holdings Limited, QBC Holdings Limited and The Quantum Beauty Company Limited have been struck off Companies House on 11 March 2025. The investment in these entities was impaired fully in the prior year (see note 11).

There is no significant difference between the replacement cost of goods for resale and their carrying amounts except for the provision made for slow moving goods and obsolete items amounting to £602,000 (2023: £1,353,000). Stock written off in 2024 amounted to £472,000 (2023: £3,067,000).

Amounts owed by Group undertakings are unsecured, interest free and are payable on demand.

Included within the trade debtors is a provision for potential doubtful debts of £379,000 (2023: £824,000)

Amounts owed to Group undertakings of £nil (2023: £144,000), are unsecured and repayable on demand. Interest is payable on short-term loans of £28,575,000 (2023: £25,575,000) at the rate of SONIA + 1% (2023: SONIA +1%). Trade creditors due to group undertakings were £4,580,000 (2023: £4,769,000)

Other creditors includes provisions for deferred and contingent consideration on acquisitions amounting to £500,000 (2023 - £500,000) payable within 12 months of the year end date.

Other creditors includes provisions for deferred and contingent consideration on acquisitions amounting to £500,000 (2023 - £1,000,000) payable after12 months of the year end date.

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. The outstanding liability at the end of 2024 was £36,000 (2023: £25,000).

In 2019 Mibelle Limited's parent, Mibelle AG Cosmetics, agreed to waive £6,000,000 in respect of short term loans made to Mibelle Limited. A further £6,000,000 was waived in 2021, £13,000,000 in 2022 and £5,000,000 in 2023. This is reported as a movement in other reserves.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

On 30 April 2025, the Mibelle Group was sold to Persán S.A who took over all employees and facilities of the Mibelle Group in Switzerland, France, the United Kingdom, the Netherlands, USA and Australia. The transaction involved the sale of 100% of the share capital of parent company Mibelle A.G.

This event is classified as a non-adjusting event after the end of the reporting period under Section 32 of FRS 102, as the conditions leading to the sale did not exist at the balance sheet date. As such, the financial statements have not been adjusted to reflect the sale.

As at 31 December 2024 the immediate parent undertaking is Mibelle AG Cosmetics, Bolimattstrasse1, 5033 Buchs, Switzerland. The ultimate parent undertaking and controlling party is Migros-Genossenschafts-Bund, a company registered in Switzerland.

As at 31 December 2024 Migros-Genossenschafts-Bund is the parent undertaking of the smallest and the largest group of undertakings to consolidate these financial statements at 31 December 2024. The consolidated financial statements of Migros-Genossenschafts-Bund are available from Limmatstrasse 152, Postfach 1766, CH-8031 Zurich. Switzerland.

Subsequent to the balance sheet date, on 30 April 2025, the Mibelle Group was sold to Persán S.A. As a result, from that date, the ultimate controlling party is Persán S.A, Pino Albar 2, 41016 Sevilla. The transaction is disclosed as a non-adjusting post balance sheet event in accordance with Section 32 of FRS 102.