REGISTERED NUMBER: 10772706 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Period 1 June 2024 to 31 December 2024

for

Spon Global LTD

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

A J Duckworth

D Fletcher

P J Gedman

REGISTERED OFFICE:

Discovery Point

44 Evans Road

Liverpool

Merseyside

L24 9PB

REGISTERED NUMBER:

10772706 (England and Wales)

AUDITORS:

DJH Audit Limited

Statutory Auditor

3rd Floor Pacific Chambers

11-13 Victoria Street

Liverpool

Merseyside

L2 5QQ

The directors present their strategic report for the period 1 June 2024 to 31 December 2024.

The principal activity of the company is a cosmetics brand that operates in hair, beauty and skin categories selling online direct to customers.

REVIEW OF BUSINESS

The period to 31 December 2024 represents a shortened accounting period of seven months following the prior year end of 31 May 2024, in order to align the group year end dates. During the period, the Company generated turnover of £11.8 million (year ended 31 May 2024: £18.8 million).

The business continued to trade profitably, delivering a profit before tax of £0.26 million (year ended 31 May 2024: £2.45 million). The reduction compared to the prior year reflects the shorter accounting period, continued investment in marketing, infrastructure and a more competitive online trading environment.

Gross profit for the period was £8.3 million, representing a gross margin of 70%. While this margin is lower than the prior year (77%), it remains strong and reflects pricing pressure, promotional activity, and increased fulfilment and distribution costs as the Company scaled its operations.

PRINCIPAL RISKS AND UNCERTAINTIES

Key resources

The company is managed by certain key personnel, including executive directors and senior management who have significant experience and who may be difficult to replace. Furthermore, the company depends on being able to recruit and retain employees of an appropriate calibre. The company has sought to mitigate this resource risk by investing in staff training programmes, competitive reward and compensation packages.

Liquidity risk

The company maintains appropriate finance and cash in hand. The company also has availability of external finance if required, which is considered sufficient to further mitigate business risks relating to market and economic uncertainties.

Competitive pressures

The company continually faces competition and the competitive environment is a function of several factors including the number of competitors, pricing and the availability of substitute products. While such competitive forces can impact profitability in the short-term the company looks to offset such adverse effects by:

(i) a program of continuous process improvement

(ii) a permanent emphasis on product enhancement, and

(iii) providing a best-in-class service to customers by offering short delivery times and products that come with a guaranteed performance.

Information technology and business continuity

The company uses a range of information technology and decision support systems across its business. These systems are constantly reviewed and updated to meet the needs of the company. This is mitigated through consequential loss insurance and business continuity plans which are updated regularly.

Data protection and back-up

The company holds a significant volume of confidential data. Failure to comply with data privacy regulations and standards (GDPR) or weakness in internet security may result in a major data privacy breach causing reputational damage to the company's brands and financial loss.

The company has processes and procedures in place to ensure data is protected and are continually upgrading security equipment and software and making improvements to physical security processes.

Corporate Social Responsibility (CSR)

The company has invested in its corporate social responsibility. The company takes measures to reduce its carbon footprint including promoting recycling and energy efficiency.

ON BEHALF OF THE BOARD:

A J Duckworth - Director

14 January 2026

The directors present their report with the financial statements of the company for the period 1 June 2024 to 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company is a cosmetics brand that operates in hair, beauty and skin categories selling online direct to customers.

DIVIDENDS

The total distribution of dividends for the period ended 31 December 2024 will be £nil.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 June 2024 to the date of this report.

A J Duckworth

D Fletcher

P J Gedman

Other changes in directors holding office are as follows:

K Stewart - appointed 1 July 2024

K Stewart ceased to be a director after 31 December 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards 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 these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	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 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. They 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, DJH Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A J Duckworth - Director

14 January 2026

Opinion

We have audited the financial statements of Spon Global LTD (the 'company') for the period ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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 Financial Reporting Standard 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 state of the company's affairs as at 31 December 2024 and of its profit for the period 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 Auditors' 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 of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

In connection with our audit of the financial statements, 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 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 this 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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 the Report of the Directors.

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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.

Auditors' responsibilities for the audit of the financial statements

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 a Report of the Auditors 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks applicable to the company financial statements or that had a fundamental effect on the operations of the company. We determined that the most significant laws and regulations included, but were not limited to, United Kingdom Generally Accepted Accounting Practice, Companies Act 2006, distributable profits legislation and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statements items. Our tests including agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and review of correspondence with external legal advisors.

We assessed the susceptibility of the company’s financial statements to material misstatement including how fraud might occur. Audit procedures performed by the engagement team included:

- Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

- Inquiring of management and those charged with governance about any known actual, suspected or alleged fraud;

- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

- Challenging assumptions and judgements made by management in its significant accounting estimates; and

- Identifying and testing journal entries, in particular any journal entries with unusual characteristics or posted by senior management.

Despite the audit being planned and conducted in accordance with ISAs (UK) there remains an unavoidable risk that material misstatements in the financial statements may not be detected owing to inherent limitations of the audit, and that by their very nature, any such instances of fraud or irregularity likely involve collusion, forgery, intentional misrepresentations, or the override of internal controls.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Michael Forshaw FCA (Senior Statutory Auditor)

for and on behalf of DJH Audit Limited

Statutory Auditor

3rd Floor Pacific Chambers

11-13 Victoria Street

Liverpool

Merseyside

L2 5QQ

14 January 2026

TURNOVER

11,815,257

18,801,049

Cost of sales

3,530,500

4,392,395

GROSS PROFIT

8,284,757

14,408,654

Distribution costs

1,635,824

2,830,302

Administrative expenses

6,388,500

9,154,643

8,024,324

11,984,945

OPERATING PROFIT

4

260,433

2,423,709

Interest receivable and similar income

28,323

54,998

288,756

2,478,707

Interest payable and similar expenses

5

31,881

27,007

PROFIT BEFORE TAXATION

256,875

2,451,700

Tax on profit

6

22,356

494,636

PROFIT FOR THE FINANCIAL PERIOD

234,519

1,957,064

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

234,519

1,957,064

FIXED ASSETS

Intangible assets

7

116,743

112,027

Tangible assets

8

219,713

21,252

Investments

9

164

-

336,620

133,279

CURRENT ASSETS

Stocks

10

1,354,408

2,625,709

Debtors

11

9,011,815

6,266,802

Cash at bank

2,846,214

1,677,713

13,212,437

10,570,224

CREDITORS

Amounts falling due within one year

12

4,924,648

2,364,856

NET CURRENT ASSETS

8,287,789

8,205,368

TOTAL ASSETS LESS CURRENT LIABILITIES

8,624,409

8,338,647

PROVISIONS FOR LIABILITIES

15

74,681

23,438

NET ASSETS

8,549,728

8,315,209

CAPITAL AND RESERVES

Called up share capital

16

1,000

1,000

Retained earnings

17

8,548,728

8,314,209

SHAREHOLDERS' FUNDS

8,549,728

8,315,209

The financial statements were approved by the Board of Directors and authorised for issue on 14 January 2026 and were signed on its behalf by:

A J Duckworth - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 June 2023

1,000

6,357,145

6,358,145

Changes in equity

Total comprehensive income

-

1,957,064

1,957,064

Balance at 31 May 2024

1,000

8,314,209

8,315,209

Changes in equity

Total comprehensive income

-

234,519

234,519

Balance at 31 December 2024

1,000

8,548,728

8,549,728

1.	STATUTORY INFORMATION

Spon Global LTD 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.

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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 £.

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements

The financial statements of the company are consolidated in the financial statements of Platinum SPV Limited. These consolidated financial statements are available from its registered office, Discovery Point, Evans Road, Liverpool, Merseyside, L24 9PB.

Turnover

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

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Stamp duty are being amortised evenly over their estimated useful life of fifteen years.

Website costs is being amortised evenly over its estimated useful life of five years.

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

-

25% reducing balance

Fixtures and fittings

-

25% reducing balance

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 period 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.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

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.

3.	EMPLOYEES AND DIRECTORS

Period

1.6.24

to

Year Ended

31.12.24

31.5.24

£

£

Wages and salaries

631,973

542,081

Social security costs

78,986

51,245

Other pension costs

19,376

10,986

730,335

604,312

The average number of employees during the period was as follows:

Period

1.6.24

to

Year Ended

31.12.24

31.5.24

Brand

3

1

Cleaning

1

1

Customer Services

3

2

Design

3

2

Executive

1

1

Marketing

13

7

Operations

2

1

Warehouse

15

15

HR

1

-

Finance

3

-

45

30

Period

1.6.24

to

Year Ended

31.12.24

31.5.24

£

£

Directors' remuneration

93,230

67,675

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

Period

1.6.24

to

Year Ended

31.12.24

31.5.24

£

£

Hire of plant and machinery

-

852

Other operating leases

(2,265

)

171,940

Depreciation - owned assets

28,890

6,705

Loss on disposal of fixed assets

-

9,170

Stamp duty amortisation

1,797

4,806

Website costs amortisation

4,959

2,500

Auditors' remuneration

23,500

30,000

Foreign exchange differences

31,583

35,776

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

1.6.24

to

Year Ended

31.12.24

31.5.24

£

£

Late payment interest

31,881

27,007

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the period was as follows:

Period

1.6.24

to

Year Ended

31.12.24

31.5.24

£

£

Current tax:

UK corporation tax

-

626,227

Tax overpayment

-

(153,327

)

Prior year adjustments

(28,887

)

-

Total current tax

(28,887

)

472,900

Deferred tax

51,243

21,736

Tax on profit

22,356

494,636

7.	INTANGIBLE FIXED ASSETS

Website

Stamp duty

costs

Totals

£

£

£

COST

At 1 June 2024

44,333

75,000

119,333

Additions

-

11,472

11,472

At 31 December 2024

44,333

86,472

130,805

AMORTISATION

At 1 June 2024

4,806

2,500

7,306

Amortisation for period

1,797

4,959

6,756

At 31 December 2024

6,603

7,459

14,062

NET BOOK VALUE

At 31 December 2024

37,730

79,013

116,743

At 31 May 2024

39,527

72,500

112,027

8.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

machinery

fittings

Totals

£

£

£

COST

At 1 June 2024

11,807

19,630

31,437

Additions

134,484

92,867

227,351

At 31 December 2024

146,291

112,497

258,788

DEPRECIATION

At 1 June 2024

3,254

6,931

10,185

Charge for period

12,441

16,449

28,890

At 31 December 2024

15,695

23,380

39,075

NET BOOK VALUE

At 31 December 2024

130,596

89,117

219,713

At 31 May 2024

8,553

12,699

21,252

9.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

Additions

164

At 31 December 2024

164

NET BOOK VALUE

At 31 December 2024

164

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Spon Global Inc

Registered office: 3828 Kennett Pike, Suite 212, Greenville, DE 19807, United States of America

Nature of business: Beauty and cosmetic products

%

Class of shares:

holding

Ordinary

100.00

Give Me Cosmetics Europe Limited

Registered office: 4th Floor, Carlton House, Henry Street, Limerick, Ireland

Nature of business: Beauty and cosmetic products

%

Class of shares:

holding

Ordinary

100.00

10.

STOCKS

31.12.24

31.5.24

£

£

Stocks

1,354,408

2,625,709

11.

DEBTORS

31.12.24

31.5.24

£

£

Amounts falling due within one year:

Trade debtors

166

382

Amounts owed by group undertakings

6,445,810

5,744,390

Other debtors

1,233,669

-

Prepayments

1,332,170

417,294

9,011,815

6,162,066

Amounts falling due after more than one year:

Other debtors

-

104,736

Aggregate amounts

9,011,815

6,266,802

Amounts owed by group undertakings relate to interest-free, unsecured loans which are repayable on demand.

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.5.24

£

£

Trade creditors

3,679,916

799,683

Tax

343,887

596,336

Social security and other taxes

38,723

28,098

VAT

355,388

223,114

Other creditors

125,231

122,997

Accruals and deferred income

101,800

99,726

Accrued expenses

279,703

494,902

4,924,648

2,364,856

Amounts owed to group undertakings relate to interest-free, unsecured loans which are repayable on demand.

13.	LEASING AGREEMENTS

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

31.12.24

31.5.24

£

£

Within one year

10,358

-

Between one and five years

31,075

-

41,433

-