Sp E2 Limited

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—4

Registered number: 09713179

		2025		2024
	Notes	£	£	£	£
CURRENT ASSETS
Debtors	4	1,823		5,109
Cash at bank and in hand		2,314		2,104

		4,137		7,213
Creditors: Amounts Falling Due Within One Year	5	(27,308 )		(52,929 )

NET CURRENT ASSETS (LIABILITIES)			(23,171 )		(45,716 )

TOTAL ASSETS LESS CURRENT LIABILITIES			(23,171 )		(45,716 )

Creditors: Amounts Falling Due After More Than One Year	6		(57,345 )		(5,325 )

NET LIABILITIES			(80,516 )		(51,041 )

CAPITAL AND RESERVES
Called up share capital	7		113		100
Share premium account			7		-
Profit and Loss Account			(80,636 )		(51,141 )

SHAREHOLDERS' FUNDS			(80,516)		(51,041)

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Sp E2 Limited

Balance Sheet (continued)

As At 31 July 2025

For the year ending 31 July 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

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

The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.

On behalf of the board

Mr Ian Johnson

Director

27/04/2026

The notes on pages 3 to 4 form part of these financial statements.

1. General Information

Sp E2 Limited is a private company, limited by shares, incorporated in England & Wales, registered number 09713179 . The registered office is May Cottage Ashfield Road, Norton, Bury St Edmunds, Suffolk, IP31 3NF.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Going Concern Disclosure

The directors have not identified any material uncertainties relating to events or conditions that may cast significant doubt about the company's ability to continue as a going concern. The basis for this conclusion is the continued financial support of Shoreditch Ventures Limited and contracted consulting revenues from clients. The financial statements have been prepared on the going concern basis

2.3. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 1 (2024: 1)

4. Debtors

	2025	2024
	£	£
Due within one year
Other debtors	1,823	5,109

5. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	2,879	1
Bank loans and overdrafts	1,500	-
Other creditors	22,628	52,928
Taxation and social security	301	-

	27,308	52,929

Taxation and social security includes income tax withheld at source in respect of the director finance charge.

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Sp E2 Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 July 2025

6. Creditors: Amounts Falling Due After More Than One Year

	2025	2024
	£	£
Bank loans	3,855	5,325
Other creditors	53,490	-

	57,345	5,325

The amounts due after more than one year include balances with related parties as described in Note 10.

7. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	113	100

During the year an addtional 129 non-voting Ordinary B shares of £0.10 were issued for a total consideration of £19.48. The Ordinary B shares only participate on a sale or winding up of the Company after the first £500,000 of net proceeds has been distributed to the holders of the Ordinary shares, thereafter any remaining proceeds shall be distributed on a pari-passu basis.

8. Directors Advances, Credits and Guarantees

The following movements arose on amounts owed to directors during the year:

	As at 1 August 2024	Amounts advanced	Amounts repaid	Amounts written off	As at 31 July 2025
	£	£	£	£	£
Lord Nathanael Wei	(1,332 )	-	2,670	-	1,338

During the year the company recognised a finance charge in respect of a sum previously advanced by Lord N M-Y Wei, and reimbursed both directors for use of home as office. After applying income tax withheld at source under the CT61 regime, the net effect of these items was a closing balance owed by the company to the directors of £1,338 (2024: £nil). The balance is unsecured with no fixed repayment date and does not represent a cash advance or drawing by any director.

9. Related Party Transactions

Lord N M-Y Wei and Lady C S Wei are directors and controlling shareholders of SP E2 Limited. They are also directors and controlling shareholders of Shoreditch Ventures Limited. Nathanael Ming-Yan Wei is also a director of Shaftesbury Partnership Limited.

Loan from Shoreditch Ventures Limited

SP E2 Limited is party to an unsecured revolving loan facility with Shoreditch Ventures Limited, capped at £250,000. During the year a contingent finance charge crystallised on satisfaction of a condition linked to a related Licence Agreement, resulting in a interest charge of £27,331 recognised in the current year. This charge did not arise in any prior period.

During the year SP E2 Limited repaid £9,000. The balance at the end of the year was £54,363 with £10,873 repayable within 1 year. Interest is charged on the oustanding loan at the Bank of England base rate plus 3% per annum. The facility is repayable in full by 31 July 2030.

No amounts were owed by Shoreditch Ventures Limited to SP E2 Limited at 31 July 2025.

Supplier cooperation facility — Shaftesbury Partnership Limited

SP E2 Limited is party to a Supplier Cooperation Loan Agreement dated 13 June 2025 with Shaftesbury Partnership Limited, under which Shaftesbury Partnership Limited makes available a facility of up to £30,000, interest-free during the period of commercial cooperation between the parties. In the event that commercial cooperation ceases, interest accrues at Bank of England base rate plus 2% per annum. The facility is repayable by 13 June 2028. The amount outstanding under the facility at 31 July 2025 is £10,000 and no repayments were made in the year.

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