REGISTERED NUMBER: 08831373 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

PPLUS SKIN CARE LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

Chartered Accountants' Report

8

DIRECTORS:

Dr F Najafi Nasab

Mr B Akbarnia

REGISTERED OFFICE:

10 St Ann Street

Salisbury

SP1 2DN

REGISTERED NUMBER:

08831373 (England and Wales)

ACCOUNTANTS:

Rothmans LLP

10 St Ann Street

Salisbury

Wiltshire

SP1 2DN

BANKERS:

The Royal Bank of Scotland

156 High Street

Southampton

Hampshire

SO14 2NP

FIXED ASSETS

Intangible assets

4

1,283,523

1,249,302

Tangible assets

5

76,132

810

Investments

6

86

100

1,359,741

1,250,212

CURRENT ASSETS

Debtors

7

185,697

190,961

Cash at bank

112,670

49,730

298,367

240,691

CREDITORS

Amounts falling due within one year

8

473,621

140,577

NET CURRENT (LIABILITIES)/ASSETS

(175,254

)

100,114

TOTAL ASSETS LESS CURRENT LIABILITIES

1,184,487

1,350,326

CREDITORS

Amounts falling due after more than one year

9

(60,034

)

-

PROVISIONS FOR LIABILITIES

(14,465

)

(154

)

NET ASSETS

1,109,988

1,350,172

CAPITAL AND RESERVES

Called up share capital

169

166

Share premium

2,112,581

1,964,723

Convertible debt reserve

173

345

Retained earnings

(1,002,935

)

(615,062

)

SHAREHOLDERS' FUNDS

1,109,988

1,350,172

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2025 and were signed on its behalf by:

Dr F Najafi Nasab - Director

1.	STATUTORY INFORMATION

Pplus Skin Care Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about Pplus Skin Care Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable for the sale of research peptide.

Revenue is recognised when the customer takes delivery of their order at which time the significant risks and rewards have passed to the customer.

The company does not enter into long term contracts.

Intangible assets

Patents are initially measured at cost. After initial recognition, patents are measured at cost less any accumulated amortisation and any accumulated impairment losses.

The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

The company capitalises development costs as an intangible asset. The development costs relate to a series of products that require regulatory approval before they can be brought to the market.

One product is now ready to be bought to market and is being amortised over its useful life of 10 years.

As regulatory approval has not been received for the other products at the balance sheet date no amortisation has been provided for in relation to these costs in these financial statements.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc

-

25% on cost and 10% on cost

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments are assessed at each reporting date to determine whether there is any indication that the investments are impaired. Where there is any indication that an investment may be impaired, the carrying value of the investment is tested for impairment.

An impairment loss is recognised for the amount by which the investment's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the fair value less costs to sell and the value in use.

Financial instruments

Compound financial instruments issued by the company comprise convertible loan notes that can be converted to share capital at the option of the holder, and the number of shares to be issued does not vary with changes in their fair value.

The liability component of a compound financial instruments is initially recognised at the fair value of a similar liability that does not have an equity conversion option.

The equity component is initially recognised at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not re-measured subsequent to initial recognition except on conversion or expiry.

Research and development

Expenditure on research is written off in the year in which it is incurred.

Development costs are recognised as an intangible asset.

If the directors feel that it is not appropriate to continue developing specific products any costs associated with the product are released to the profit and loss account.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Debtors

Debtors do not carry and interest and are stated at their nominal value. Appropriate allowances for estimated irrecoverable amounts are recognised in the Profit and Loss account when there is objective evidence that the asset is impaired.

Creditors

Creditors are not interest bearing and are stated at their nominal value.

Cash and cash equivalents

These comprise cash at bank and other short term highly liquid deposits.

Going concern

The financial statements have been prepared on a going concern basis, which assumes that the company will continue in existence for the foreseeable future.

The directors and investors have declared their intention to continue to support the company for the foreseeable future.

The directors considers that in preparing the financial statements they have taken into account all information that could be reasonably be expected to be available. On this basis she considers that it is appropriate to prepare the financial statements on a going concern basis.

Reserves

The equity element of convertible loans is measured at fair value at the balance sheet date and is recognised in a convertible loans reserve.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2023 - 3 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2024

1,301,646

Additions

58,040

At 31 December 2024

1,359,686

AMORTISATION

At 1 January 2024

52,344

Charge for year

23,819

At 31 December 2024

76,163

NET BOOK VALUE

At 31 December 2024

1,283,523

At 31 December 2023

1,249,302

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

4,060

Additions

92,303

At 31 December 2024

96,363

DEPRECIATION

At 1 January 2024

3,250

Charge for year

16,981

At 31 December 2024

20,231

NET BOOK VALUE

At 31 December 2024

76,132

At 31 December 2023

810

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

86

NET BOOK VALUE

At 31 December 2024

86

At 31 December 2023

86

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

-

589

Amounts owed by group undertakings

110,224

-

Other debtors

75,473

190,372

185,697

190,961

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Bank loans and overdrafts

206,000

-

Finance leases (see note 10)

12,858

-

Trade creditors

57,600

47,727

Taxation and social security

1,863

8,510

Other creditors

195,300

84,340

473,621

140,577

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.24

31.12.23

£

£

Finance leases (see note 10)

60,034

-

10.	LEASING AGREEMENTS

Minimum lease payments under finance leases fall due as follows:

Finance leases

31.12.24

31.12.23

£

£

Net obligations repayable:

Within one year

12,858

-

Between one and five years

60,034

-

72,892

-

11.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 December 2024 and 31 December 2023:

31.12.24

31.12.23

£

£

Balance outstanding at the start of the year

5,089

-

Amounts advanced

35,285

5,089

Amount repaid

(5,089

-

Balance outstanding at the end of the year

35,285

5,089

The loan is repayable on demand and interest is charged at commercial rates where appropriate.

The loan was repaid within 9 months of the balance sheet date.

12.	RELATED PARTY DISCLOSURES

During the year Pplus Skin Care Limited paid costs on behalf of Pplus Medical Ltd, a wholly owned subsidiary registered in Ireland, of £122,993 (2023 - £8,625).

Pplus Skin Care Limited received income on behalf of Pplus Medical Ltd of £23,106 (2023 - NIL)

An amount of £111,250 (2023 - £18,111) was owing to Pplus Skin Care Limited as at 31.12.24.

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Pplus Skin Care Limited for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of Pplus Skin Care Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Pplus Skin Care Limited and state those matters that we have agreed to state to the Board of Directors of Pplus Skin Care Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Pplus Skin Care Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Pplus Skin Care Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Pplus Skin Care Limited. You consider that Pplus Skin Care Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Pplus Skin Care Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Rothmans LLP

10 St Ann Street

Salisbury

Wiltshire

SP1 2DN

23 September 2025