Company registration number 13869784 (England and Wales)
SPREETAIL UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
SPREETAIL UK LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
SPREETAIL UK LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
3
1,481,113
1,716,277
Current assets
Stocks
1,960,214
1,849,710
Debtors
4
1,067,252
1,001,140
Cash at bank and in hand
422,190
101,643
3,449,656
2,952,493
Creditors: amounts falling due within one year
5
(12,116,434)
(9,226,480)
Net current liabilities
(8,666,778)
(6,273,987)
Total assets less current liabilities
(7,185,665)
(4,557,710)
Creditors: amounts falling due after more than one year
6
(2,268,043)
(1,000,326)
Provisions for liabilities
(124,396)
(162,485)
Net liabilities
(9,578,104)
(5,720,521)
Capital and reserves
Called up share capital
7
1
1
Profit and loss reserves
(9,578,105)
(5,720,522)
Total equity
(9,578,104)
(5,720,521)

The notes on pages 2 to 9 form part of these financial statements.

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 30 March 2026 and are signed on its behalf by:
Mr Brett Thome
Director
Company registration number 13869784 (England and Wales)
SPREETAIL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information

Spreetail UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 1, 7th Floor, 50 Broadway, London, United Kingdom, SW1H 0BL.

1.1
Basis of preparation

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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.

1.2
Going concern

At 31 December 2024, the company was in a net current liability and total net liability position. In considering whether there are events or conditions that raise substantial doubt about the company’s ability to continue as a going concern, the Directors have considered a support letter from the parent company confirming that sufficient resources will be provided to enable the company to meet its liabilities as they fall due for at least 12 months following the approval of these financial statements, and that there are no plans or intentions to discontinue operations in the UK for the same period.

The group is forecasting positive net cash from operations in 2026 and 2027. On the basis of these forecasts, the group has sufficient cash to meet its liabilities as they fall due. Based on this analysis, the Directors have concluded that no conditions exist that raise substantial doubt about the group’s ability to continue as a going concern. Therefore, in light of the pledged group support, at the time of approving the financial statements, the Directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors have adopted the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received 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.

SPREETAIL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.5
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 improvements
Straight line over 15 years
Fixtures and fittings
Straight line over 7 years

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.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

1.7
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.

SPREETAIL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.8
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.

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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 and loans from fellow group, 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.

1.10
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.

1.11
Taxation

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

SPREETAIL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
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.

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.

1.12
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.

1.13
Retirement benefits

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

1.14
Leases
As lessee

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.

2
Employees

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

2024
2023
Number
Number
Total
27
16
SPREETAIL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
3
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2024
1,323,285
718,644
2,041,929
Disposals
-
0
(16,106)
(16,106)
At 31 December 2024
1,323,285
702,538
2,025,823
Depreciation and impairment
At 1 January 2024
140,947
184,705
325,652
Depreciation charged in the year
88,219
143,814
232,033
Eliminated in respect of disposals
-
0
(12,975)
(12,975)
At 31 December 2024
229,166
315,544
544,710
Carrying amount
At 31 December 2024
1,094,119
386,994
1,481,113
At 31 December 2023
1,182,338
533,939
1,716,277
4
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
559,669
842,777
Other debtors
507,583
158,363
1,067,252
1,001,140
5
Creditors: amounts falling due within one year
2024
2023
as restated
£
£
Trade creditors
1,692,383
1,222,780
Amounts owed to group undertakings
8,966,883
5,350,945
Taxation and social security
1,046,952
2,065,362
Other creditors
410,216
587,393
12,116,434
9,226,480

All amounts owed to group undertakings are unsecured, interest free and repayable on demand.

SPREETAIL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
6
Creditors: amounts falling due after more than one year
2024
2023
as restated
£
£
Other creditors
2,268,043
1,000,326
7
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1

All shares rank equally with respect to voting, dividend distributions and distributions on winding up. Ordinary shares are not redeemable.

8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

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 loss 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.

Senior Statutory Auditor:
Nicholas Nicolaou FCCA
Statutory Auditor:
Alliotts LLP
Date of audit report:
30 March 2026
9
Financial commitments, guarantees and contingent liabilities

On 15 November 2024, in connection with a loan taken out by another group company, the company granted a debenture charge over certain assets in favour of Eclipse Business Capital LLC, who act as security agent for the lenders. Substantially all assets of the company are secured under the charge, with the exception of the leasehold land and buildings, motor vehicles and any further assets both parties may mutually agree to be excluded. The secured assets are subject to restrictions on sale or transfers to other parties.

10
Operating lease commitments
As lessee
SPREETAIL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Operating lease commitments
(Continued)
- 8 -

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

2024
2023
£
£
Total commitments
8,119,156
7,917,383
11
Related party transactions
2024
2023
Amounts due to related parties
£
£
Entities with control, joint control or significant influence over the company
8,966,883
5,350,945
Other information

The company has taken advantage of the exemption under FRS 102, para 33.1A, stating that d etails need not be given in respect of transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly-owned by such a member.

12
Parent company

The smallest group for which consolidated financial statements are drawn up in which the company is included is Sigilo, LLC, a company registered in Delaware, United States. The registered office is 3500 South Dupont Highway, Dover, Kent, DE, 19901, United States.

13
Prior period adjustment
Changes to the balance sheet
As previously reported
Adjustment
As restated at 31 Dec 2023
£
£
£
Creditors due within one year
Other creditors
(8,161,444)
1,000,326
(7,161,118)
Creditors due after one year
Other creditors
-
(1,000,326)
(1,000,326)
Net assets
(5,720,521)
-
(5,720,521)
Capital and reserves
Total equity
(5,720,521)
-
(5,720,521)
SPREETAIL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Prior period adjustment
(Continued)
- 9 -
Changes to the profit and loss account
As previously reported
Adjustment
As restated
Period ended 31 December 2023
£
£
£
Cost of sales
(9,533,940)
(2,614,442)
(12,148,382)
Distribution costs
-
(2,133,926)
(2,133,926)
Administrative expenses
(9,331,101)
4,748,368
(4,582,733)
Loss for the financial period
(2,623,750)
-
(2,623,750)
Notes to reconciliation
Deferred rental

A prior period adjustment has been made to correctly recognise and classify the non-current portion of deferred rental payments, which had previously been included entirely within current liabilities. The adjustment has no effect on the comparative reported loss for the year or comparative equity.

Reclassification of Expenses

A prior period adjustment has been recognised to reclassify certain administrative expenses to distribution costs and cost of sales in order to better reflect the nature of the expenditure. The adjustment has no effect on the comparative reported loss for the year or comparative equity.

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