REGISTERED NUMBER: 10587704 (England and Wales)

Financial Statements for the Year Ended 31 December 2024

for

Shopstyle UK Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

A Patel

A Down Coulson

REGISTERED OFFICE:

7 Savoy Court

London

United Kingdom

WC2R 0EX

REGISTERED NUMBER:

10587704 (England and Wales)

SENIOR STATUTORY AUDITOR:

Michael Marcus FCA FCCA

AUDITORS:

TC Group

Statutory Auditor

First Floor

Spitalfields House

Stirling Way

Borehamwood

Hertfordshire

WD6 2FX

CURRENT ASSETS

Debtors

4

565,421

17,485

Cash at bank

127,378

787,423

692,799

804,908

CREDITORS

Amounts falling due within one year

5

(215,610

)

(369,637

)

NET CURRENT ASSETS

477,189

435,271

TOTAL ASSETS LESS CURRENT LIABILITIES

477,189

435,271

CAPITAL AND RESERVES

Called up share capital

7

1,000

1,000

Retained earnings

476,189

434,271

SHAREHOLDERS' FUNDS

477,189

435,271

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 28 September 2025 and were signed on its behalf by:

A Patel - Director

1.	STATUTORY INFORMATION

Shopstyle UK 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.

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. There were no significant judgements or estimates that affect the financial statements.

Turnover

Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Financial instruments

The company has elected to apply the provisions of Paragraph 1AC.22 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

Basic financial assets, which include debtors and cash and bank balances, 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.

Derecognition of financial assets

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.

Basic financial 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.

Derecognition of financial liabilities

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

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 currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Leasing commitments

When the company enters into a lease, a lease obligation and a right-of-use asset are recognised for the present value of the fixed lease payments that will be incurred over the lease term. Subsequent to initial recognition:

- the right-of-use asset is depreciated on a straight-line basis over the lease term;

- a finance charge is recognised in respect of the lease obligation; and

- fixed lease payments reduce the lease obligation.

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.

Share based payments

The Group issues equity-settled share options to certain employees within the Group. Equity-settled share-based payment transactions are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 6 (2023 - 9 ) .

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Amounts owed by group undertakings

552,554

-

Other debtors

12,683

3,921

Prepayments

184

13,564

565,421

17,485

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

4,231

1,752

Amounts owed to group undertakings

-

184,633

Social security and other taxes

6,170

5,602

Accrued expenses

205,209

177,650

215,610

369,637

6.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.24

31.12.23

£

£

Within one year

140,712

135,816

Between one and five years

271,632

412,368

412,344

548,184

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

1,000

Ordinary share

£1

1,000

1,000

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

The Report of the Auditors was unqualified.

Michael Marcus FCA FCCA (Senior Statutory Auditor)

for and on behalf of TC Group

9.	RELATED PARTY DISCLOSURES

Included in debtors falling due within one year is an amount of £552,554 (2023: £nil) owed by the parent company, Shopstyle US Inc. The company received management fees of £1,073,749 (2023: £1,486,619) during the year from its parent company.

Included in creditors amounts falling due within one year is an amount of £nil (2023: £184,633) owed to the parent company Shopstyle US Inc

10.	ULTIMATE CONTROLLING PARTY

The controlling party is Shopstyle Inc.

The ultimate controlling party is Rakuten Group,Inc. (Tokyo).