Company registration number 11227078 (England and Wales)
PL DISTRIBUTION LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
PL DISTRIBUTION LTD
COMPANY INFORMATION
Director
Miss PL Williams
Company number
11227078
Registered office
Unit A
Orion Business Park
Cheadle Heath
Stockport
Cheshire
United Kingdom
SK3 0RT
Auditors
DSG Audit
Castle Chambers
43 Castle Street
Liverpool
England
L2 9TL
PL DISTRIBUTION LTD
CONTENTS
Page
Strategic report
1 - 2
Director's report
3
Director's responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 24
PL DISTRIBUTION LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The director presents the strategic report for the year ended 31 March 2025.

Principal activities

The principal activity of the Company is the retail and distribution of cosmetics products through e-commerce platforms, social commerce channels and physical retail locations.

Fair review of the business

The Company delivered turnover of £71.3 million (2024: £30.9 million), representing significant year-on-year growth driven by expansion across digital platforms and increased customer demand.

Gross profit for the year was £18.4 million (2024: £17.4 million) and operating profit was £7.1 million (2024: £10.4 million).

Revenue growth was primarily generated within the United Kingdom, with continued trading activity in the United States, Europe and other international markets.

The year was characterised by accelerated investment in inventory, infrastructure, staffing and brand marketing to support rapid growth and platform expansion, particularly across TikTok and social commerce channels.

Operating margins reflect the scale of this strategic investment in growth initiatives, customer acquisition and operational capacity. The Company continues to prioritise market share expansion and long-term brand development while maintaining profitable trading.

Future developments

During the 2025/2026 financial year, the Company intends to:

- Continue expanding sales across new TikTok markets and international territories

- Further invest in brand marketing and customer acquisition

- Increase investment in product innovation and development of high-quality cosmetics ranges

- Strengthen operational infrastructure to support continued scale

The Company remains focused on maintaining strong revenue growth while enhancing operational efficiency and long-term brand equity.

Principal risks and uncertainties

The Company’s performance is influenced by a number of risks and uncertainties.

Supply chain risk

The Company relies on international supply chains for product manufacturing and logistics. Disruption may impact stock availability and margins. Supplier diversification and forward purchasing mitigate this risk.

Working capital risk

The business operates with significant inventory levels to support product launches and trading growth. Active stock management and cash flow forecasting are undertaken to maintain appropriate liquidity.

Platform and technology risk

The Company operates within the e-commerce sector and relies on digital platforms and IT infrastructure. Continued investment in systems and data protection controls mitigates this risk.

Competitive market risk

The cosmetics sector remains highly competitive. The Company mitigates this risk through continued investment in brand marketing, product innovation and customer experience.

PL DISTRIBUTION LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -

Interest rate risk

The Company finances its operations through a mixture of retained profits and bank borrowings. The Company's exposure to interest rate fluctuations on its borrowings is managed by the use of fixed rate facilities.

Liquidity risk

The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.

Going Concern

The financial statements have been prepared on a going concern basis.

The Director has reviewed trading forecasts and working capital projections for a period of at least twelve months from the date of approval of these financial statements and has a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. There are no material uncertainties that cast significant doubt about the ability to continue to trade and meet its liabilities, including loans totalling £20.5 million, as they fall due for a period of at least 12 months after the date of approval of these financial statements.

On behalf of the board

Miss PL Williams
Director
19 February 2026
PL DISTRIBUTION LTD
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -

The director presents her annual report and financial statements for the year ended 31 March 2025.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £130,000 (2024: £441,000). The director does not recommend payment of a final dividend.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

Miss PL Williams
Research and development

During the year ended 31 March 2025, the company carried out research and development activities in formulation science, engineering, and packaging information.

These activities were directed at achieving scientific and technological advancements beyond the industry's baseline capabilities. The work represents a continued programme of investment in innovation and is expected to progress further in future accounting periods.

Auditor

DSG Audit will be proposed for re-appointment at the forthcoming Annual General Meeting.

Strategic report

The company has chosen in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out the company's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors report.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Miss PL Williams
Director
19 February 2026
PL DISTRIBUTION LTD
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless she is 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 director is required to:

- select suitable accounting policies and then apply them consistently;

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

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

- state whether applicable accounting standards have been followed subject to any material departures disclosed and explained in the financial statements.

The director is 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. She is 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.

PL DISTRIBUTION LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF PL DISTRIBUTION LTD
- 5 -
Opinion

We have audited the financial statements of PL Distribution Ltd (the 'company') for the year ended 31 March 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 March 2025 and of its profit for the year 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 Auditor's 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

- the information given in the strategic report and the director's r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the director's report have been prepared in accordance with applicable legal requirements.

PL DISTRIBUTION LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF PL DISTRIBUTION LTD (CONTINUED)
- 6 -
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 identifie d material misstatements in the strategic report or the director's r eport.

We have nothing to report in respect of the following matters in relation to which 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 director's remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the director's r esponsibilities s tatement, the director is 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 director determines is 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditor's 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 an auditor's report 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.

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. The following laws and regulations were identified as being of significance to the entity:

- Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation.

- Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements include the UK Cosmetics Regulation, Cosmetic Products Enforcement Regulations 2013 and General Product Safety Regulations 2005.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of journal entries; reviewing post year end payments for evidence of claims pay outs and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.

PL DISTRIBUTION LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF PL DISTRIBUTION LTD (CONTINUED)
- 7 -

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report 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 member, for our audit work, for this report, or for the opinions we have formed.

Kate Taylor FCCA
For and on behalf of DSG Audit
Castle Chambers
43 Castle Street
Liverpool
England
L2 9TL
19 February 2026
PL DISTRIBUTION LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
71,268,136
30,900,605
Cost of sales
(52,875,884)
(13,473,164)
Gross profit
18,392,252
17,427,441
Administrative expenses
(11,560,484)
(7,029,406)
Other operating income
270,385
14,355
Operating profit
5
7,102,153
10,412,390
Interest receivable and similar income
7
102,262
775
Interest payable and similar expenses
8
(1,426,841)
(116,881)
Profit before taxation
5,777,574
10,296,284
Tax on profit
9
(1,650,536)
(2,100,280)
Profit for the financial year
4,127,038
8,196,004

The profit and loss account has been prepared on the basis that all operations are continuing operations.

The notes on pages 11 to 24 form part of these financial statements.

PL DISTRIBUTION LTD
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
11
14,765
6,206
Tangible assets
12
4,201,072
1,940,601
4,215,837
1,946,807
Current assets
Stocks
13
36,158,853
8,463,097
Debtors
14
9,576,687
4,140,289
Cash at bank and in hand
2,641,148
3,387,123
48,376,688
15,990,509
Creditors: amounts falling due within one year
15
(32,948,282)
(7,218,908)
Net current assets
15,428,406
8,771,601
Total assets less current liabilities
19,644,243
10,718,408
Creditors: amounts falling due after more than one year
16
(5,282,064)
(566,488)
Provisions for liabilities
Deferred tax liability
18
553,660
340,439
(553,660)
(340,439)
Net assets
13,808,519
9,811,481
Capital and reserves
Called up share capital
20
101
101
Profit and loss reserves
21
13,808,418
9,811,380
Total equity
13,808,519
9,811,481

The notes on pages 11 to 24 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved and signed by the director and authorised for issue on 19 February 2026
Miss PL Williams
Director
Company registration number 11227078 (England and Wales)
PL DISTRIBUTION LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 April 2023
101
2,056,376
2,056,477
Year ended 31 March 2024:
Profit and total comprehensive income
-
8,196,004
8,196,004
Dividends
10
-
(441,000)
(441,000)
Balance at 31 March 2024
101
9,811,380
9,811,481
Year ended 31 March 2025:
Profit and total comprehensive income
-
4,127,038
4,127,038
Dividends
10
-
(130,000)
(130,000)
Balance at 31 March 2025
101
13,808,418
13,808,519

The notes on pages 11 to 24 form part of these financial statements.

PL DISTRIBUTION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
1
Accounting policies
Company information

PL Distribution Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Unit A, Orion Business Park, Cheadle Heath, Stockport, Cheshire, United Kingdom, SK3 0RT.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures.

The financial statements of the company are consolidated in the financial statements of PL Holding Group Limited. These consolidated financial statements are available from its registered office, Unit A Orion Business Park, Cheadle Heath, Stockport, Cheshire, United Kingdom, SK3 0RT.

1.2
Going concern

A true t the time of approving the financial statements, t he director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

PL DISTRIBUTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 12 -
1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Website Development
20% Reducing balance
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
15% Reducing balance
Fixtures and fittings
15% Reducing balance
Computers
25% Reducing balance
Motor vehicles
10% Reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

PL DISTRIBUTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 13 -
1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Stock that is imported is recognised upon arrival at port of entry.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Financial instruments
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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

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.

PL DISTRIBUTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 14 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

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 paymen ts 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. A m ounts 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

PL DISTRIBUTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 15 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

PL DISTRIBUTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 16 -
1.16
Foreign exchange

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income.'

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
63,994,593
23,508,158
Europe
1,417,551
1,227,124
United States of America
4,469,100
5,079,814
Rest of the world
1,386,892
1,085,509
71,268,136
30,900,605
2025
2024
£
£
Other revenue
Interest income
102,262
775
PL DISTRIBUTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
3
Turnover and other revenue
(Continued)
- 17 -

All turnover was attributable to the principal activities of the company.

4
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
28,000
24,000
5
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
106,046
(100,242)
Depreciation of owned tangible fixed assets
421,947
284,692
Amortisation of intangible assets
3,441
565
Cost of stocks recognised as an expense
24,481,525
10,727,238
Operating lease charges
664,427
387,549
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Product development
1
1
Warehouse
16
16
Customer service
12
8
Production
3
2
Shop/cafe
37
8
HR
3
1
Design
9
2
Academy
4
6
PR
11
8
Finance
5
1
Ecom
4
-
Logistics
5
3
Security
1
-
SMT
3
-
Total
114
56
PL DISTRIBUTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
6
Employees
(Continued)
- 18 -

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
4,638,597
1,706,344
Social security costs
248,006
86,934
Pension costs
48,582
10,792
4,935,185
1,804,070
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Other interest income
102,262
775
8
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
1,348,331
40,932
Other interest on financial liabilities
78,510
72,683
1,426,841
113,615
Other finance costs:
Interest on finance leases and hire purchase contracts
-
134
Other interest
-
0
3,132
1,426,841
116,881
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
1,437,315
2,169,835
Adjustments in respect of prior periods
-
0
(217,125)
Total current tax
1,437,315
1,952,710
PL DISTRIBUTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
9
Taxation
2025
2024
£
£
(Continued)
- 19 -
Deferred tax
Origination and reversal of timing differences
213,221
451,585
Previously unrecognised tax loss, tax credit or timing difference
-
0
(304,015)
Total deferred tax
213,221
147,570
Total tax charge
1,650,536
2,100,280

In the Spring Budget 2021, the UK Government announced from 1 April 2023 the corporation tax rate would increase to 25% (rather than remaining at 19%, as previously enacted). This new law was substantively enacted on 24 May 2021.

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
5,777,574
10,296,284
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
1,444,394
2,574,071
Tax effect of expenses that are not deductible in determining taxable profit
190,239
23,272
Change in unrecognised deferred tax assets
-
0
(304,015)
Adjustments in respect of prior years
-
0
(217,125)
Group relief
(5,956)
-
0
Depreciation on assets not qualifying for tax allowances
21,859
24,077
Taxation charge for the year
1,650,536
2,100,280
10
Dividends
2025
2024
£
£
Final paid
-
0
330,000
Interim paid
130,000
111,000
130,000
441,000
PL DISTRIBUTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 20 -
11
Intangible fixed assets
Website Development
£
Cost
At 1 April 2024
6,771
Additions
12,000
At 31 March 2025
18,771
Amortisation and impairment
At 1 April 2024
565
Amortisation charged for the year
3,441
At 31 March 2025
4,006
Carrying amount
At 31 March 2025
14,765
At 31 March 2024
6,206
12
Tangible fixed assets
Leasehold land and buildings
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 April 2024
1,587,247
747,799
39,225
22,500
2,396,771
Additions
2,406,020
154,574
105,824
16,000
2,682,418
At 31 March 2025
3,993,267
902,373
145,049
38,500
5,079,189
Depreciation and impairment
At 1 April 2024
271,890
162,693
18,770
2,817
456,170
Depreciation charged in the year
318,937
88,533
11,043
3,434
421,947
At 31 March 2025
590,827
251,226
29,813
6,251
878,117
Carrying amount
At 31 March 2025
3,402,440
651,147
115,236
32,249
4,201,072
At 31 March 2024
1,315,357
585,106
20,455
19,683
1,940,601

The leasehold property additions relate to short leaseholds.

PL DISTRIBUTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 21 -
13
Stocks
2025
2024
£
£
Goods in Transit
1,458,469
-
Work in progress
4,277,406
-
Finished goods and goods for resale
30,422,978
8,463,097
36,158,853
8,463,097

There are no material differences between the carrying value of stock and their replacement costs.

14
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
78,853
166,322
Amounts owed by related parties
699,109
751,442
Other debtors
7,411,845
2,963,556
Prepayments and accrued income
1,386,880
258,969
9,576,687
4,140,289
15
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans
17
15,196,011
666,081
Trade creditors
13,766,790
2,158,084
Amounts owed to related parties
525,381
324,772
Corporation tax
2,326,681
2,169,835
Other taxation and social security
762,733
1,547,096
Other creditors
26,821
7,095
Accruals and deferred income
343,865
345,945
32,948,282
7,218,908
16
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans and overdrafts
17
5,282,064
566,488
PL DISTRIBUTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 22 -
17
Loans and overdrafts
2025
2024
£
£
Bank loans
20,478,075
1,232,569
Payable within one year
15,196,011
666,081
Payable after one year
5,282,064
566,488

The HSBC loan is guaranteed by the parent company PL Holding Group Limited.

Each loan has different interest rates based on the loan agreements at market rates. The interest rates are fixed for the term of the loans.

18
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
556,203
340,898
Retirement benefit obligations
(2,543)
(459)
553,660
340,439
2025
Movements in the year:
£
Liability at 1 April 2024
340,439
Charge to profit or loss
213,221
Liability at 31 March 2025
553,660
19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
48,582
10,792

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Outstanding at 31 March 2025 was £27,127 (2024: £5,022) which is included in other creditors.

PL DISTRIBUTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 23 -
20
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
100
100
101
100
A Ordinary Shares of £1 each
1
1
1
1
101
101
101
101

Ordinary shares have full rights in the company with respect to voting, dividends and distributions.

A Ordinary shares are dividend bearing, but have no voting rights.

21
Profit and loss reserves
2025
2024
£
£
At the beginning of the year
9,811,380
2,056,376
Adjusted balance
9,811,380
2,056,376
Profit for the year
4,127,038
8,196,004
Dividends declared and paid in the year
(130,000)
(441,000)
At the end of the year
13,808,418
9,811,380
22
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within one year
292,260
292,260
Between two and five years
462,745
755,005
755,005
1,047,265
23
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Name of related party
Nature of relationship
P Louise Makeup Academy Ltd
Common ownership
PL DISTRIBUTION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
23
Related party transactions
(Continued)
- 24 -
Description of
Income
Payments
transaction
2025
2024
2025
2024
£
£
£
£
P Louise Makeup Academy Ltd
Management charges
-
0
-
0
-
0
14,355
Balances with related parties
Amounts owed by
Amounts owed to
related parties
related parties
2025
2024
2025
2024
£
£
£
£
Fyneartbeauty Limited
157,087
100,000
-
-
P Louise Makeup Academy Ltd
-
-
525,381
324,772
P Louise Properties Limited
540,862
-
-
0
-
0
PL IRE
1,160
-
-
0
-
0
PLouise Fashion Ltd
-
0
651,442
-
0
-
0

At the reporting date, amounts due to and from related parties are included within trade and other receivables and trade and other payables. The outstanding balances are unsecured, non-interest bearing and payable on demand.

24
Directors' transactions

Dividends totalling £130,000 (2024 - £441,000) were paid in the year in respect of shares held by the company's directors.

Description
% Rate
Opening balance
Amounts advanced
Interest charged
Amounts repaid
Closing balance
£
£
£
£
£
2.25
67,599
4,521,152
91,901
(228,788)
4,451,864
67,599
4,521,152
91,901
(228,788)
4,451,864
25
Controlling party

The company's immediate and ultimate parent undertaking and controlling party is PL Holding Group Limited. The results of the Company is consolidated at PL Holding Group Limited and the consolidated financial statements of this group are available from the following address:

Unit A, Orion Business Park

Cheadle Heath, Stockport

Cheshire

United Kingdom

SK3 0RT

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