REGISTERED NUMBER: 15243965 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Period 28 October 2023 to 31 December 2024

for

Platinum SPV Limited

Page

Group Strategic Report

1

Report of the Directors

2

Report of the Independent Auditors

4

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

The directors present their strategic report of the company and the group for the period 28 October 2023 to 31 December 2024.

Platinum SPV Limited is a holding company. The principal activity of the Group is the development, marketing and sale of beauty and cosmetic products, operating primarily through direct-to-consumer e-commerce channels and third-party online marketplaces.

The Group includes the following principal subsidiaries:

- Spon Global Limited

- Spon Global Midco Limited

- Platinum Bidco Limited

- Spon Global Inc (USA)

- Give Me Cosmetics Europe Limited (Ireland)

REVIEW OF BUSINESS

The period under review represents the first accounting period of the Group, following its incorporation and the acquisition of the operating subsidiaries.

During the period, the Group generated turnover of £17.3 million and achieved a gross profit of £11.3 million, reflecting a strong underlying trading performance from the operating companies.

The Group reported an operating loss of £3.8 million and a loss before tax of £5.0 million. This loss primarily reflects:

- Significant non-cash amortisation of goodwill and intangible assets arising on acquisition

- One-off acquisition and transaction-related costs, disclosed as exceptional items

- Financing costs associated with the Group's acquisition and funding structure

Despite the reported accounting loss, the Group generated strong positive operating cash flows of £8.4 million, demonstrating the cash-generative nature of the underlying trading businesses.

At 31 December 2024, the Group had net assets of £4.8 million, with a strong asset base including recognised intangible assets and adequate liquidity to support ongoing operations.

ON BEHALF OF THE BOARD:

A J Duckworth - Director

14 January 2026

The directors present their report with the financial statements of the company and the group for the period 28 October 2023 to 31 December 2024.

INCORPORATION

The group was incorporated on 28 October 2023 .

PRINCIPAL ACTIVITY

Platinum SPV Limited is a holding company. The principal activity of the Group is the development, marketing and sale of beauty and cosmetic products, operating primarily through direct-to-consumer e-commerce channels and third-party online marketplaces.

DIVIDENDS

No dividends will be distributed for the period ended 31 December 2024.

DIRECTORS

The directors who have held office during the period from 28 October 2023 to the date of this report are as follows:

Ms K Uppal - appointed 22 December 2023

A J Duckworth - appointed 28 October 2023

P J Gedman - appointed 28 October 2023

All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group'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 Platinum SPV Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 December 2024 and of the group's loss 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 group 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 group's and the parent 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 Group 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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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 two, 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 group's and the parent 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 group or the parent 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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

17,284,720

Cost of sales

6,025,787

GROSS PROFIT

11,258,933

Distribution costs

2,336,876

Administrative expenses

12,748,890

15,085,766

OPERATING LOSS

4

(3,826,833

)

Interest receivable and similar income

28,323

(3,798,510

)

Interest payable and similar expenses

6

1,213,589

LOSS BEFORE TAXATION

(5,012,099

)

Tax on loss

7

345,503

LOSS FOR THE FINANCIAL PERIOD

(5,357,602

)

Loss attributable to:

Owners of the parent

(4,437,462

)

Non-controlling interests

(920,140

)

(5,357,602

)

LOSS FOR THE PERIOD

(5,357,602

)

OTHER COMPREHENSIVE INCOME

FX translation reserve

969

Other reserves

(505

)

Capital contribution

8,018,849

Income tax relating to components of other comprehensive income

-

OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX

8,019,313

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

2,661,711

Total comprehensive income attributable to:

Owners of the parent

1,464,998

Non-controlling interests

1,196,713

2,661,711

FIXED ASSETS

Intangible assets

9

18,454,043

Tangible assets

10

219,713

Investments

11

-

18,673,756

CURRENT ASSETS

Stocks

12

1,397,691

Debtors

13

1,369,223

Cash at bank

2,847,236

5,614,150

CREDITORS

Amounts falling due within one year

14

4,047,653

NET CURRENT ASSETS

1,566,497

TOTAL ASSETS LESS CURRENT LIABILITIES

20,240,253

CREDITORS

Amounts falling due after more than one year

15

(15,368,473

)

PROVISIONS FOR LIABILITIES

19

(74,681

)

NET ASSETS

4,797,099

CAPITAL AND RESERVES

Called up share capital

20

199

Share premium

21

19,641

FX translation reserve

21

969

Other reserves

21

(505

)

Capital contribution

21

8,018,849

Retained earnings

21

(4,438,767

)

SHAREHOLDERS' FUNDS

3,600,386

NON-CONTROLLING INTERESTS

22

1,196,713

TOTAL EQUITY

4,797,099

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

FIXED ASSETS

Intangible assets

9

-

Tangible assets

10

-

Investments

11

790

790

CURRENT ASSETS

Debtors

13

14,499,781

CREDITORS

Amounts falling due within one year

14

11,728

NET CURRENT ASSETS

14,488,053

TOTAL ASSETS LESS CURRENT LIABILITIES

14,488,843

CREDITORS

Amounts falling due after more than one year

15

6,462,212

NET ASSETS

8,026,631

CAPITAL AND RESERVES

Called up share capital

20

199

Share premium

19,641

Other reserves

(505

)

Capital contribution

8,019,007

Retained earnings

(11,711

)

SHAREHOLDERS' FUNDS

8,026,631

Company's loss for the financial year

(11,711

)

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

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

FX

share

Retained

Share

translation

capital

earnings

premium

reserve

£

£

£

£

Changes in equity

Issue of share capital

199

-

19,641

-

Total comprehensive income

-

(4,437,462

)

-

969

Balance at 31 December 2024

199

(4,437,462

)

19,641

969

Other

Capital

Non-controlling

Total

reserves

contribution

Total

interests

equity

£

£

£

£

£

Changes in equity

Issue of share capital

-

-

19,840

-

19,840

Total comprehensive income

(505

)

8,018,849

3,581,851

1,196,713

4,778,564

Balance at 31 December 2024

(505

)

8,018,849

3,601,691

1,196,713

4,798,404

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Changes in equity

Issue of share capital

199

-

19,641

Total comprehensive income

-

(11,711

)

-

Balance at 31 December 2024

199

(11,711

)

19,641

Other

Capital

Total

reserves

contribution

equity

£

£

£

Changes in equity

Issue of share capital

-

-

19,840

Total comprehensive income

(505

)

8,019,007

8,006,791

Balance at 31 December 2024

(505

)

8,019,007

8,026,631

Cash flows from operating activities

Cash generated from operations

1

8,436,672

Interest paid

(971,533

)

Tax paid

(271,842

)

Net cash from operating activities

7,193,297

Cash flows from investing activities

Purchase of intangible fixed assets

(11,472

)

Purchase of tangible fixed assets

(227,351

)

Consideration for purchase of subsidiary

(24,263,475

)

Interest received

28,323

Net cash from investing activities

(24,473,975

)

Cash flows from financing activities

Share issue

199

Share premium issue

19,641

Loan & capital contribution issued

20,108,074

Net cash from financing activities

20,127,914

Increase in cash and cash equivalents

2,847,236

Cash and cash equivalents at beginning of period

2

-

Cash and cash equivalents at end of period

2

2,847,236

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

£

Loss before taxation

(5,012,099

)

Depreciation charges

2,093,088

Loss on disposal of fixed assets

9,170

Finance costs

(26,648

)

Finance costs

1,213,589

Finance income

(28,323

)

(1,751,223

)

Decrease in stocks

10,531,422

Increase in trade and other debtors

(1,279,382

)

Increase in trade and other creditors

935,855

Cash generated from operations

8,436,672

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 31 December 2024

31.12.24

28.10.23

£

£

Cash and cash equivalents

2,847,236

-

3.	ANALYSIS OF CHANGES IN NET DEBT

At 28.10.23

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

-

2,847,236

2,847,236

-

2,847,236

2,847,236

Debt

Debts falling due after 1 year

-

(9,242,056

)

(9,242,056

)

-

(9,242,056

)

(9,242,056

)

Total

-

(6,394,820

)

(6,394,820

)

1.	STATUTORY INFORMATION

Platinum SPV Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

15243965

Registered office:

Discovery Point

Evans Road

Liverpool

Merseyside

L24 9PB

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 £.

Basis of consolidation

The consolidated group financial statement consist of the financial statements of the parent company,

Platinum SPV Limited, together with its subsidiary undertakings, Spon Global Midco Limited, Platinum Bidco Limited, Spon Global Limited, Give Me Cosmetics Europe and Spon Global Inc.

The group was formed 28th October 2023 upon acquisition of the subsidiary companies. Subsidiaries are consolidated in the group's financial statements from the date control commences until the date that control ceases.

The financial statements for all entities are made up to 31 December 2024, and where necessary, adjustments have been made to the financial statements of the subsidiary undertakings to bring the accounting policies used in line with those used by the parent company.

The consolidated group financial statements were prepared under the acquisition accounting method.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Turnover

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

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 10, is being amortised evenly over its estimated useful life of nil years.

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.

Patents and licences are being amortised evenly over their estimated useful life of fifteen years.

Computer software 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

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

3.	EMPLOYEES AND DIRECTORS

£

Wages and salaries

854,951

Social security costs

113,915

Other pension costs

23,335

992,201

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

Brand

3

Cleaning

1

Customer Services

3

Design

3

Executive

1

Marketing

13

Operations

2

Warehouse

15

HR

1

Finance

3

45

£

Directors' remuneration

160,905

4.	OPERATING LOSS

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

£

Other operating leases

(2,265

)

Depreciation - owned assets

45,070

Loss on disposal of fixed assets

9,170

Goodwill amortisation

2,037,478

Patents and licences amortisation

3,081

Computer software amortisation

7,459

Auditors' remuneration

72,000

Foreign exchange differences

55,556

5.	EXCEPTIONAL ITEMS

£

Exceptional items

(198,152

)

This relates to 'one off' costs relating to the acquisition of Spon Global Limited.

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

£

Late payment interest

26,648

Interest payable

1,186,941

1,213,589

7.

TAXATION

Analysis of the tax charge

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

£

Current tax:

UK corporation tax

615,729

Deferred tax

(270,226

)

Tax on loss

345,503

Tax effects relating to effects of other comprehensive income

Gross

Tax

Net

£

£

£

FX translation reserve

969

-

969

Other reserves

(505

)

-

(505

)

Capital contribution

8,018,849

-

8,018,849

8,019,313

-

8,019,313

8.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

9.	INTANGIBLE FIXED ASSETS

Group

Patents and

Computer

Goodwill

licences

software

Totals

£

£

£

£

COST

Additions

20,374,778

44,333

86,472

20,505,583

At 31 December 2024

20,374,778

44,333

86,472

20,505,583

AMORTISATION

Amortisation for period

2,037,478

3,081

7,459

2,048,018

Fair value on acquisition

-

3,522

-

3,522

At 31 December 2024

2,037,478

6,603

7,459

2,051,540

NET BOOK VALUE

At 31 December 2024

18,337,300

37,730

79,013

18,454,043