REGISTERED NUMBER: 10855810 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2024

FOR

SPI GLOBAL UK LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mr Kumar Subramaniam

Mr Ankor Rai

SECRETARY:

CSC CLS (UK) Limited

REGISTERED OFFICE:

5 Churchill Place

10th Floor

London

E14 5HU

REGISTERED NUMBER:

10855810 (England and Wales)

AUDITORS:

PSJ Alexander & Co

Chartered Accountants & Statutory Auditors

1 Doughty Street

London

WC1N 2PH

FIXED ASSETS

Tangible assets

5

3,696

5,624

CURRENT ASSETS

Debtors

6

1,514,293

1,723,651

Cash at bank

227,216

510,870

1,741,509

2,234,521

CREDITORS

Amounts falling due within one year

7

1,611,254

2,112,538

NET CURRENT ASSETS

130,255

121,983

TOTAL ASSETS LESS CURRENT LIABILITIES

133,951

127,607

CAPITAL AND RESERVES

Called up share capital

8

1

1

Retained earnings

133,950

127,606

SHAREHOLDERS' FUNDS

133,951

127,607

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 24th September 2025 and were signed on its behalf by:

Mr Kumar Subramaniam - Director

1.	STATUTORY INFORMATION

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

The address of its registered office is 1 Bartholomew Lane, London EC2N 2AX, United Kingdom.

The principal activity of the Company is the provision of marketing and support services to other group entities.

2.	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

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The financial statements of the company are prepared in US Dollars, which is the functional currency of the company.

Going concern

The company derives its revenue from other group entities and is dependent on the financial support of its parent company to continue as a going concern. The parent undertaking has also provided a guarantee to the Company that it will reimburse any losses arising from non-realisation of the debit balances due from group entities.

As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, the directors have no reason to believe that it will not do so. The ability of the parent entity to continue to provide the financial support is dependent on its financial position and operational performance.

Based on the financial support, the directors believe that it remains appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. In the Director's opinion there are no significant judgements or key sources of estimation uncertainty.

Turnover

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 sales/value added tax, returns, rebates and discounts.

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.

Tangible assets

Tangible assets are stated in the statement of financial position 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 provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Computer equipment - 33% on cost

Debtors

Basic financial assets, including trade and other debtors, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Creditors

Basic financial liabilities, including trade and other creditors, loans from third parties and loans from related parties, 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. Such instruments are subsequently carried at amortised cost using the effective interest method, less any impairment.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the Company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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 rates prevailing on the initial transaction dates.

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.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2023 - 2 ) .

5.	TANGIBLE FIXED ASSETS

Computer

equipment

$

COST

At 1st January 2024

8,117

Additions

108

At 31st December 2024

8,225

DEPRECIATION

At 1st January 2024

2,493

Charge for year

2,036

At 31st December 2024

4,529

NET BOOK VALUE

At 31st December 2024

3,696

At 31st December 2023

5,624

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

$

$

Amounts owed by group undertakings

1,511,395

1,686,548

Other debtors

34

2,804

Current tax asset

-

32,957

VAT

1,631

-

Prepayments

1,233

1,342

1,514,293

1,723,651

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

$

$

Trade creditors

15,571

7,837

Amounts owed to group undertakings

1,530,653

2,038,422

Other creditors

5,967

-

Accrued expenses

59,063

66,279

1,611,254

2,112,538

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

$

$

1

Ordinary shares

£1

1

1

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Vimal Shah (Senior Statutory Auditor)

for and on behalf of PSJ Alexander & Co

10.	RELATED PARTY DISCLOSURES

The company's entire revenue for the current and previous years is derived from other group entities.

The company also received goods and services amounting to $Nil (2023: $12,944) from a group entity. Amount due from and to group entities are shown in the Debtors and Creditors Notes to the financial statements.

The parent undertaking, SPI Global Content Holding Pte. Ltd, has provided a guarantee to the Company that it will reimburse any losses made by the latter in respect of group debit balances totalling $1,511,395 (2023: $1,593,861). The parent company is also providing financial support to the Company so that it remains a going concern.

11.	ULTIMATE CONTROLLING PARTY

The immediate parent entity is SPI Global Content Holding Pte Ltd, a company incorporated in Singapore.

The ultimate parent entity is Baring Asia Private Equity Fund VII, registered in Hong Kong.