IRIS Accounts Production v26.1.10.61 07015206 Board of Directors 31.12.25 1.1.25 31.12.25 31.12.25 The principal activities of the company is the distribution of general insurance products, Third Party Claims Administration, Policy Management including Supply Chain Device Repair & fulfilment services and Logistics. The Company is part of SPB Group, a European leader in Affinity Insurance. The group employs over 1300 people spread across 7 major markets. ++ We grow the business through our direct and indirect channels with several product lines where we market our own brand products directly to consumers, schools, and businesses. We continue to develop our 'affinity relationships with external partners manufacturing white-labelled solutions, as well as contracting our services to underwriters to develop our 'BPO' of claims management, administration, fraud services, and fulfilment of repairs and device procurement facilitating an under one roof seamless service. true false true true false false false true false Ordinary 0 iso4217:GBP iso4217:USD iso4217:EUR xbrli:shares xbrli:pure utr:tonnes utr:kWh 07015206 2024-12-31 07015206 2025-12-31 07015206 2025-01-01 2025-12-31 07015206 2023-12-31 07015206 2024-01-01 2024-12-31 07015206 2024-12-31 07015206 ns15:EnglandWales 2025-01-01 2025-12-31 07015206 ns14:PoundSterling 2025-01-01 2025-12-31 07015206 ns10:Director1 2025-01-01 2025-12-31 07015206 ns10:Consolidated 2025-12-31 07015206 ns10:ConsolidatedGroupCompanyAccounts 2025-01-01 2025-12-31 07015206 ns10:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 07015206 ns10:Consolidated ns10:SmallEntities 2025-01-01 2025-12-31 07015206 ns10:Consolidated ns10:Audited 2025-01-01 2025-12-31 07015206 ns10:SmallCompaniesRegimeForDirectorsReport 2025-01-01 2025-12-31 07015206 ns10:SmallCompaniesRegimeForAccounts 2025-01-01 2025-12-31 07015206 ns10:Consolidated ns10:SmallCompaniesRegimeForDirectorsReport 2025-01-01 2025-12-31 07015206 ns10:Consolidated ns10:SmallCompaniesRegimeForAccounts 2025-01-01 2025-12-31 07015206 ns10:FullAccounts 2025-01-01 2025-12-31 07015206 1 2025-01-01 2025-12-31 07015206 ns10:OrdinaryShareClass1 2025-01-01 2025-12-31 07015206 ns10:Consolidated 2025-01-01 2025-12-31 07015206 ns10:Director2 2025-01-01 2025-12-31 07015206 ns10:RegisteredOffice 2025-01-01 2025-12-31 07015206 ns10:Consolidated 2024-01-01 2024-12-31 07015206 ns5:CurrentFinancialInstruments 2025-12-31 07015206 ns5:CurrentFinancialInstruments 2024-12-31 07015206 ns5:ShareCapital 2025-12-31 07015206 ns5:ShareCapital 2024-12-31 07015206 ns5:RetainedEarningsAccumulatedLosses 2025-12-31 07015206 ns5:RetainedEarningsAccumulatedLosses 2024-12-31 07015206 ns5:NetGoodwill 2025-01-01 2025-12-31 07015206 ns5:IntangibleAssetsOtherThanGoodwill 2025-01-01 2025-12-31 07015206 ns5:CostValuation 2024-12-31 07015206 ns5:DisposalsRepaymentsInvestments 2025-12-31 07015206 ns5:CostValuation 2025-12-31 07015206 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2025-12-31 07015206 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2024-12-31 07015206 ns10:OrdinaryShareClass1 2025-12-31

REGISTERED NUMBER: 07015206 (England and Wales)

| SPB UK & IRELAND LTD |

| REPORT OF THE DIRECTORS AND |

| CONSOLIDATED FINANCIAL STATEMENTS |

| FOR THE YEAR ENDED 31 DECEMBER 2025 |

| SPB UK & IRELAND LTD (REGISTERED NUMBER: 07015206) |

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page |

| Company Information | 1 |

| Report of the Directors | 2 |

| Report of the Independent Auditors | 4 |

| Consolidated Statement of Income and Retained Earnings | 7 |

| Consolidated Balance Sheet | 8 |

| Company Balance Sheet | 9 |

| Notes to the Consolidated Financial Statements | 10 |

| SPB UK & IRELAND LTD |

COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2025

| DIRECTORS: | L Higham

| M M J R Sebastien

| REGISTERED OFFICE: | 3000 Lakeside North Harbour

| Western Road

| Portsmouth

| Hampshire

| PO6 3EN

| REGISTERED NUMBER: | 07015206 (England and Wales)

| AUDITORS: | MC Audit Limited

| Statutory Auditors

| Lake House

| 2 Port Way

| Port Solent

| Portsmouth

| Hampshire

| PO6 4TY

| SPB UK & IRELAND LTD (REGISTERED NUMBER: 07015206) |

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

FUTURE DEVELOPMENTS

The directors recognise that the cost of living crisis in the UK has significantly impacted households, mobile phone insurance is not a compulsory requirement as such the risk of rising inflation and recession has a direct impact on customer’s need to purchase or renew policies. The directors are closely monitoring the impacts with key stakeholders to mitigate any negative impact on the business.

The directors aim to grow the business by the developing our direct brands, expanding our ‘supply chain services & logistics’ supported by diversification into complimentary insurance distribution in consumer electronic market verticals and digital servicing capabilities. We will also continue to develop our relationships with external partners, managing relationships with underwriters to develop our product offering and facilitate an under one roof seamless service to our clients. The group is well placed to take advantage of future growth opportunities.

DIRECTORS

Directors

The directors who served during the year were:

L Higham

M M R Sebastien

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

- make judgments 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 Group will c ontinue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to 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.

Results and dividends

The profit for the year, after taxation, amounted to £1,625,535 (2024: £1,535,194).

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

- so far as the directors is aware, there is no relevant audit information of which the Company and the Group's auditors ar e unaware, and

- the directors has taken all the steps that ought to have been taken as a director in order to be aware of any relevant a udit information and to establish that the Company and the Group's auditors are aware of that information.

| SPB UK & IRELAND LTD (REGISTERED NUMBER: 07015206) |

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2025

AUDITORS

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

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

L Higham - Director

30 July 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

SPB UK & IRELAND LTD

Opinion

We have audited the financial statements of SPB UK & Ireland Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Income and Retained Earnings, Consolidated Balance Sheet, Company Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's 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 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Report of the Directors has been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

SPB UK & IRELAND LTD

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 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; or

- | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Group Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

SPB UK & IRELAND LTD

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:

We obtained an understanding of the small group, its activities, and the consolidation process through discussions with group management and those charged with governance. This included consideration of management’s assessment of the risks of irregularities, fraud, compliance with laws and regulations, and going concern at group level. Based on these discussions and our own risk assessment procedures, we identified income recognition, particularly year-end cut-off, and management override of controls as the key areas of risk.

Group financial statement materiality was determined with reference to group profit before tax, as this is the primary performance measure for the group, and performance materiality was set at an appropriate level based on our overall risk assessment.

We assessed and tested relevant controls operating at group level, including controls over the consolidation process and intercompany balances. Substantive audit procedures were designed and performed on representative samples across the group. These procedures did not identify any material misstatements in the areas tested, including income recognition and management override.

We considered the laws and regulations applicable to the group and concluded that the group is not exposed to a material risk of error arising from non-compliance. Management assessed that there is no material uncertainty related to the group’s ability to continue as a going concern, and our review of group budgets, cash flow forecasts, and consolidated management accounts supported this conclusion.

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.

Paul Underwood (Senior Statutory Auditor)

for and on behalf of MC Audit Limited

Statutory Auditors

Lake House

2 Port Way

Port Solent

Portsmouth

Hampshire

PO6 4TY

30 July 2026

| SPB UK & IRELAND LTD (REGISTERED NUMBER: 07015206) |

CONSOLIDATED

STATEMENT OF INCOME AND

RETAINED EARNINGS

FOR THE YEAR ENDED 31 DECEMBER 2025

| 2025 |  | 2024

| Notes | £ | £ |

TURNOVER | 9,305,935 |  | 10,377,747 |  |

Cost of sales | 2,497,551 |  | 3,813,293 |  |

GROSS PROFIT | 6,808,384 |  | 6,564,454 |  |

Administrative expenses | 4,527,399 |  | 4,390,459 |  |

2,280,985 |  | 2,173,995 |  |

Other operating income | 2,232 |  | 14,687 |  |

OPERATING PROFIT | 4 | 2,283,217 |  | 2,188,682 |  |

Interest receivable and similar income | 78,151 |  | 25,552 |  |

2,361,368 |  | 2,214,234 |  |

Interest payable and similar expenses | 7,625 |  | 1,828 |  |

PROFIT BEFORE TAXATION | 2,353,743 |  | 2,212,406 |  |

Tax on profit | 746,240 |  | 677,212 |  |

PROFIT FOR THE FINANCIAL YEAR | 1,607,503 |  | 1,535,194 |  |

Retained earnings at beginning of year | 1,711,526 |  | 2,858,348 |  |

Dividends | (1,000,000 | ) | (2,682,016 | ) |

RETAINED EARNINGS FOR THE GROUP AT END OF YEAR | 2,319,029 |  | 1,711,526 |  |

Profit attributable to:

Owners of the parent | 1,607,503 |  | 1,535,194 |  |

| SPB UK & IRELAND LTD (REGISTERED NUMBER: 07015206) |

CONSOLIDATED BALANCE SHEET

31 DECEMBER 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 6 | 1,413,319 |  | 1,922,579 |  |

Tangible assets | 7 | 51,308 |  | 82,211 |  |

Investments | 8 | - |  | - |  |

1,464,627 |  | 2,004,790 |  |

CURRENT ASSETS

Stocks | 41,502 |  | 50,859 |  |

Debtors | 9 | 560,641 |  | 1,635,111 |  |

Cash at bank and in hand | 2,220,873 |  | 1,820,629 |  |

2,823,016 |  | 3,506,599 |  |

CREDITORS

Amounts falling due within one year | 10 | 1,654,814 |  | 3,520,068 |  |

NET CURRENT ASSETS/(LIABILITIES) | 1,168,202 |  | (13,469 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 2,632,829 |  | 1,991,321 |  |

PROVISIONS FOR LIABILITIES | 63,800 |  | 29,795 |  |

NET ASSETS | 2,569,029 |  | 1,961,526 |  |

CAPITAL AND RESERVES

Called up share capital | 12 | 250,000 |  | 250,000 |  |

Retained earnings | 2,319,029 |  | 1,711,526 |  |

SHAREHOLDERS' FUNDS | 2,569,029 |  | 1,961,526 |  |

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 30 July 2026 and were signed on its behalf by:

L Higham - Director

| SPB UK & IRELAND LTD (REGISTERED NUMBER: 07015206) |

COMPANY BALANCE SHEET

31 DECEMBER 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 6 | - |  | - |  |

Tangible assets | 7 | - |  | - |  |

Investments | 8 | 5,957,644 |  | 5,957,886 |  |

5,957,644 |  | 5,957,886 |  |

CURRENT ASSETS

Debtors | 9 | 198,084 |  | 5,926 |  |

Cash at bank | 59,305 |  | 76,497 |  |

257,389 |  | 82,423 |  |

CREDITORS

Amounts falling due within one year | 10 | 1,876,874 |  | 1,695,426 |  |

NET CURRENT LIABILITIES | (1,619,485 | ) | (1,613,003 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 4,338,159 |  | 4,344,883 |  |

CAPITAL AND RESERVES

Called up share capital | 12 | 250,000 |  | 250,000 |  |

Retained earnings | 4,088,159 |  | 4,094,883 |  |

SHAREHOLDERS' FUNDS | 4,338,159 |  | 4,344,883 |  |

Company's profit/(loss) for the financial year | 993,276 |  | (686 | ) |

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 30 July 2026 and were signed on its behalf by:

L Higham - Director

| SPB UK & IRELAND LTD (REGISTERED NUMBER: 07015206) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1. | STATUTORY INFORMATION

| SPB UK & Ireland Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

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

| Basis of consolidation

| The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

| The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of income and retained earnings from the date on which control is obtained. They are deconsolidated m the date control ceases.

| SPB UK & Ireland Limited is a holding company to:

| Citymain Administrators Limited

| Citymain Limited

| Loyal Insurance Services Ltd

| Burnett & Associates Limited

| Square Pound Ltd

| Phone Service Centre Ltd (Dissolved 06/05/25)

| Related party exemption

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

| Going concern

| The financial statements have been prepared on a going concern basis. The Group's and Company's forecasts and projections taking account of reasonably possible changes in trading performance, show that the Group and Company should be able to operate within the level of its facilities.

| The directors have a reasonable expectation that the company and the group have adequate resources to continue in operational existence for the foreseeable future.

| SPB UK & IRELAND LTD (REGISTERED NUMBER: 07015206) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Revenue

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

| Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

| Sale of goods

| Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

| - |  | the Group has transferred the significant risks and rewards of ownership to the buyer; |  |

| - |  | with ownership nor effective control over the goods sold;the Group retains neither continuing managerial involvement to the degree usually associated |  |

| - |  | the amount of revenue can be measured reliably; |  |

| - |  | it is probable that the Group will receive the consideration due under the transaction; and |  |

| - |  | the costs incurred or to be incurred in respect of the transaction can be measured reliably. |  |

| Rendering of services

| Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

| - |  | the amount of revenue can be measured reliably; |  |

| - |  | it is probable that the Group will receive the consideration due under the contract; |  |

| - |  | reliably; and the stage of completion of the contract at the end of the reporting period can be measured |  |

| - |  | the costs incurred and the costs to complete the contract can be measured reliably. |  |

| Goodwill

| Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of income and retained earnings over its useful economic life.

| Intangible assets

| Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

| The estimated useful lives range as follows:

| Customer listing |  | - |  | 3 years |  |

| Goodwill |  | - |  | 10 years |  |

| Software and Trademarks |  | - |  | 3 - 7 years |  |

| At each reporting date, the entity assesses whether there is any indication that an intangible asset may be impaired. If such an indication exists, the recoverable amount of the asset is estimated, being the higher of fair value less costs to sell and value in use.

| SPB UK & IRELAND LTD (REGISTERED NUMBER: 07015206) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

| Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

| Depreciation is provided on the following basis:

| Leasehold property |  | - |  | Over the lease period |  |

| Fixtures and fittings |  | - |  | 3 - 10 years straight line |  |

| Office equipment |  | - |  | 2 - 4 years straight line |  |

| Computer equipment |  | - |  | 3 - 5 years straight line |  |

| The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

| Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

| At each reporting date, the entity assesses whether there is any indication that a tangible asset may be impaired. If such an indication exists, the recoverable amount of the asset is estimated, being the higher of fair value less costs to sell and value in use.

| Stocks

| Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

| At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

| SPB UK & IRELAND LTD (REGISTERED NUMBER: 07015206) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Financial instruments

| The group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties and loans to related parties and investments in non-puttable ordinary shares.

| Trade and other debtors

| Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment

| Cash and cash equivalents

| Cash and cash equivalents comprise cash at bank and on hand, deposits with banks and other short-term highly liquid investments and bank overdrafts. In the balance sheet, bank overdrafts are shown within borrowings or current liabilities.

| Trade and other creditors

| Short term trade creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method

| Current and deferred taxation

| The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

| The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

| Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

| - |  | The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and |  |

| - |  | Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. |  |

| Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| Foreign currencies

| Functional and presentation currency

| The Company's functional and presentational currency is Great British Pound Sterling.Monetary amounts in these financial statements are rounded to the nearest pound.

| 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.

| SPB UK & IRELAND LTD (REGISTERED NUMBER: 07015206) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Operating leases

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

| Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

| 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.

| Interest income

| Interest income is recognised in profit or loss using the effective interest method.

| Investments

| Investments in subsidiaries are measured at cost less accumulated impairment.

| Finance costs

| Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

| Provisions for liabilities

| Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

| Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

| Increases in provisions are generally charged as an expense to profit or loss.

| Dividends

| Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

| Irrecoverable VAT

| Expenditure is recorded net of VAT. The company is subject to partial exemption for VAT. Irrecoverable VAT is shown separately in the income statement unless it relates to tangible fixed assets when it is charged against the same category of asset as the cost to which it relates.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 36 (2024 - 41 ) .

| The total employee benefits of the key management personnel of the company were £443,783 (2024: £213,653) including employer's NI and employer pension contributions.

| SPB UK & IRELAND LTD (REGISTERED NUMBER: 07015206) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

4. | OPERATING PROFIT

| The operating profit is stated after charging:

| 2025 |  | 2024

£ | £ |

| Other operating leases | 191,814 |  | 170,457 |  |

| Depreciation - owned assets | 38,049 |  | 34,550 |  |

| Goodwill amortisation | 461,923 |  | 461,923 |  |

| Customer listing amortisation | 66,483 |  | 66,636 |  |

| Computer software amortisation | 78,843 |  | 70,343 |  |

| Auditors' remuneration | 30,191 |  | 29,030 |  |

| Auditors' remuneration for non audit work | 18,461 |  | 39,122 |  |

5. | 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.

6. | INTANGIBLE FIXED ASSETS

| Group

| Other |

| intangible |

| Goodwill |  | assets |  | Totals

£ | £ | £ |

| COST

| At 1 January 2025 | 4,619,227 |  | 1,169,469 |  | 5,788,696 |  |

| Additions | - |  | 99,038 |  | 99,038 |  |

| Disposals | - |  | (549,204 | ) | (549,204 | ) |

| At 31 December 2025 | 4,619,227 |  | 719,303 |  | 5,338,530 |  |

| AMORTISATION

| At 1 January 2025 | 2,999,755 |  | 866,362 |  | 3,866,117 |  |

| Charge for year | 461,923 |  | 145,326 |  | 607,249 |  |

| Eliminated on disposal | - |  | (548,155 | ) | (548,155 | ) |

| At 31 December 2025 | 3,461,678 |  | 463,533 |  | 3,925,211 |  |

| NET BOOK VALUE

| At 31 December 2025 | 1,157,549 |  | 255,770 |  | 1,413,319 |  |

| At 31 December 2024 | 1,619,472 |  | 303,107 |  | 1,922,579 |  |

| SPB UK & IRELAND LTD (REGISTERED NUMBER: 07015206) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

7. | TANGIBLE FIXED ASSETS

| Group

| Plant and |

| Land and |  | machinery |

| buildings |  | etc |  | Totals

£ | £ | £ |

| COST

| At 1 January 2025 | 57,596 |  | 848,756 |  | 906,352 |  |

| Additions | - |  | 6,759 |  | 6,759 |  |

| Disposals | (57,596 | ) | (89,991 | ) | (147,587 | ) |

| At 31 December 2025 | - |  | 765,524 |  | 765,524 |  |

| DEPRECIATION

| At 1 January 2025 | 57,596 |  | 766,545 |  | 824,141 |  |

| Charge for year | - |  | 38,049 |  | 38,049 |  |

| Eliminated on disposal | (57,596 | ) | (90,378 | ) | (147,974 | ) |

| At 31 December 2025 | - |  | 714,216 |  | 714,216 |  |

| NET BOOK VALUE

| At 31 December 2025 | - |  | 51,308 |  | 51,308 |  |

| At 31 December 2024 | - |  | 82,211 |  | 82,211 |  |

8. | FIXED ASSET INVESTMENTS

| Company

| Shares in

| group

| undertakings

£ |

| COST

| At 1 January 2025 | 5,957,886 |  |

| Disposals | (242 | ) |

| At 31 December 2025 | 5,957,644 |  |

| NET BOOK VALUE

| At 31 December 2025 | 5,957,644 |  |

| At 31 December 2024 | 5,957,886 |  |

| SPB UK & IRELAND LTD (REGISTERED NUMBER: 07015206) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

8. | FIXED ASSET INVESTMENTS - continued

| Subsidiary undertakings

| The following were subsidiary undertakings of the Company:

| Name |  | Registered office |  | Class of shares |  | Holding |  |

| Citymain Administrators Limited |  | 3000 Lakeside North Harbour, Western Road, Portsmouth, Hampshire, England, PO6 3EN |  | Ordinary |  | 100% |  |

| Citymain Limited |  | 3000 Lakeside North Harbour, Western Road, Portsmouth, Hampshire, England, PO6 3EN |  | Ordinary |  | 100% |  |

| Loyal Insurance Services Ltd |  | 3000 Lakeside North Harbour, Western Road, Portsmouth, Hampshire, England, PO6 3EN |  | Ordinary |  | 100% |  |

| Burnett & Associates Limited |  | 3000 Lakeside North Harbour, Western Road, Portsmouth, Hampshire, England, PO6 3EN |  | Ordinary |  | 100% |  |

| Square Pound Ltd |  | 3000 Lakeside North Harbour, Western Road, Portsmouth, Hampshire, England, PO6 3EN |  | Ordinary |  | 100% |  |

| Phone Service Centre Ltd |  | 3000 Lakeside North Harbour, Western Road, Portsmouth, Hampshire, England, PO6 3EN |  | Ordinary |  | 100% |  |

| All of the above subsidiaries have been included in consolidation.

| Phone Service Centre Limited was dissolved on 06/05/25 and the trade and assets transferred to Citymain Administrators Limited.

9. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Trade debtors | 28,335 |  | 47,300 |  | - |  | - |  |

| Amounts owed by group undertakings | - |  | - |  | 198,084 |  | - |  |

| Other debtors | 532,306 |  | 1,587,811 |  | - |  | 5,926 |  |

560,641 |  | 1,635,111 |  | 198,084 |  | 5,926 |  |

| The amounts owed by group undertakings are payable on demand and carries no interest.

| SPB UK & IRELAND LTD (REGISTERED NUMBER: 07015206) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

10. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Trade creditors | 162,907 |  | 246,102 |  | - |  | - |  |

| Amounts owed to group undertakings | 1,000,000 |  | 2,682,016 |  | 1,826,790 |  | 1,628,604 |  |

| Taxation and social security | 73,706 |  | 198,845 |  | 50,084 |  | 66,822 |  |

| Other creditors | 418,201 |  | 393,105 |  | - |  | - |  |

1,654,814 |  | 3,520,068 |  | 1,876,874 |  | 1,695,426 |  |

| The amounts owed to group undertakings are payable on demand and carries no interest.

11. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Group

| Non-cancellable |

| operating leases |

2025 | 2024 |

£ | £ |

| Within one year | 143,923 |  | 183,586 |  |

| Between one and five years | 55,319 |  | 233,163 |  |

199,242 |  | 416,749 |  |

12. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

| value: | £ | £ |

| 250,000 | Ordinary | 1 | 250,000 |  | 250,000 |  |

13. | FUNDS HELD ON BEHALF OF UNDERWRITERS

| The group operates bank accounts in respect of underwriting activities where it acts as an agent for insurers. The funds held within these accounts represent monies due to and from underwriters and policyholders and are not the assets of the company.

| As the group acts purely as agent in relation to these arrangements, these balances have not been recognised within the group’s balance sheet. At the year end, the total funds held in these accounts amounted to £1,548,169 (2024: £4,049,213).

| The group has no beneficial interest in these funds and they are held separately from the group’s own operating bank accounts.

| SPB UK & IRELAND LTD (REGISTERED NUMBER: 07015206) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

14. | ULTIMATE CONTROLLING PARTY

| The company is a subsidiary of SPB Group SA. The largest group in which the results of the company are consolidated is that headed by SPB Group SA, incorporated in France. The consolidated accounts of this group are available to the public and may be obtained from the registered office: 71 Quai Colbert, 76095, Le Havre, France.