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

ChannelAdvisor Brands UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1st Floor, West Davidson House, Forbury Square, Reading, Berkshire, RG1 3EU.

The financial period ended 31 January 2024 was extended to 13 months following the acquisition of the company by Tipo Entertainment Inc, in order to line up with the financial years of the other companies within the same group.

On 05 January 2026 the company's immediate parent Tipo Entertainment, Inc was acquired by SPINS LLC. The financial period was shortened to 4 January 2026 in order to align ownership of ChannelAdvisor Brands UK Limited with financial periods for group purposes.

Consequently, the comparative amounts within these financial statements are not entirely comparable.

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 amounts 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.

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. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

The company generated a profit of £586,490 the period and, at the balance sheet date, had net assets

of £6,478,287. £6,474,324 of net current assets is due from group companies and therefore considered to be recoverable and will be paid in order to support the cash flow of ChannelAdvisor Brands UK Limited if required.

Therefore, the directors concluded that the going concern basis of preparation remains appropriate because there are sufficient reserves to cover the remaining expenditure for at least 12 months at the date of approval.

Turnover comprises revenue recognised by the company in respect of services supplied during the year, exclusive of Value Added Tax and trade discounts.

Customers enter contractual agreements with ChannelAdvisor Brands UK Limited which generally include access to web-based software and may also include certain additional services.

Revenue includes monthly fees, integration, training and setup fees and transaction fees for use of the Company's software and services. Revenues from integration and setup fees are recognised when the service is provided. Transaction fees are recognised when the transactions are complete. From time to time services are provided that are not related to ChannelAdvisor's core products and services. Revenues related to these services are recognised after work is completed.

All costs associated with the provision of these services are written off directly to the Statement of Comprehensive Income as incurred.

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.

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, 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.

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, 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 payments 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. Amounts 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.

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.

The tax expense represents the sum of the tax currently payable and deferred tax expense. Current tax assets are recognised when tax paid exceeds the tax payable.

Current and deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited to other comprehensive income or equity, when the tax follows the transaction or event it relates to and is also charged or credited to other comprehensive income, or equity.

Current tax assets and current tax liabilities and deferred tax assets and deferred tax liabilities are offset, if and only if, there is a legally enforceable right to set off the amounts and the entity intends either to settle on the net basis or to realise the asset and settle the liability simultaneously.

Current tax is based on taxable profits for the year. Current tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled based on tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax liabilities are recognised in respect of all timing differences that exist at the reporting date. Timing differences are differences between taxable profits and total comprehensive income that arise from the inclusion of income and expenses in tax assessments in different periods from their recognition in the financial statements. Deferred tax assets are recognised only to the extent that it is probable that they will be recovered by the reversal of deferred tax liabilities or other future taxable profits.

The costs of short-term employee benefits are recognised as a liability and an expense.

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.

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

Transactions in currencies other than the functional currency (foreign currency) are initially recorded at the exchange rate prevailing on the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction, or, if the asset or liability is measured at fair value, the rate when that fair value was determined.

All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income.

In the application of the company’s accounting policies, the directors are 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.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The company has recognised a deferred tax asset of £1,734,760 (2025: £1,937,637) in respect of brought forward tax losses available for offset against future taxable profits.

The recognition of the deferred tax asset requires management to exercise judgement and make estimates regarding the timing and level of future taxable profits. The recoverability of the asset is dependent on the company generating sufficient taxable profits in periods in which the losses can be utilised.

At the reporting date, management considers it probable that sufficient taxable profits will arise to enable the deferred tax asset to be recovered.

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

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

Until 5 January 2026, the Company's immediate and ultimate parent company was TIPO Entertainment, Inc., a corporation incorporated in the United States of America. The smallest and largest group in which the results of the Company were consolidated was that headed by TIPO Entertainment, Inc. The consolidated financial statements of this group were available to the public and could be obtained from its registered office at 116 W Houston Street, Floor 2, New York, NY 10012, United States.

On 5 January 2026, TIPO Entertainment, Inc. became part of the SPINS group following its acquisition by SPINS LLC, a Delaware limited liability company incorporated in the United States of America. Following the acquisition, TIPO Entertainment, Inc. remained the Company's immediate parent undertaking, while SPINS LLC became the Company's ultimate parent undertaking. The smallest group in which the results of the Company are consolidated is headed by TIPO Entertainment, Inc., and the largest group in which the results of the Company are consolidated is headed by SPINS TopCo, Inc.

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:

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 4 January 2026 and of its profit for the period then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.