REGISTERED NUMBER: 15370881 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD

27 DECEMBER 2023 TO 31 DECEMBER 2024

FOR

J.D.C HOLDCO LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Consolidated Income Statement

11

Consolidated Other Comprehensive Income

12

Consolidated Balance Sheet

13

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Cash Flow Statement

17

Notes to the Consolidated Cash Flow Statement

18

Notes to the Consolidated Financial Statements

20

DIRECTORS:

J D Chadwick

T E Roberts

J Wilmott

REGISTERED OFFICE:

92 George Richards Way

Broadheath

Altrincham

Cheshire

WA14 5ZR

REGISTERED NUMBER:

15370881 (England and Wales)

AUDITORS:

Harold Sharp Limited

Statutory Auditors and Chartered Accountants

5 Brooklands Place

Brooklands Road

Sale

Cheshire

M33 3SD

The directors present their strategic report for the period ended 31 December 2024. JDC Holdco Limited results are from February 2024 to 31st December 2024.

The company was incorporated on 27th December 2023. The group was formed on 9th February 2024 following the acquisition of the subsidiaries. See note 29 to the financial statements, and the acquisitions and disposals note below.

REVIEW OF BUSINESS

This report aims to present a balanced view of the development and the performance of the group.

PRINCIPAL ACTIVITIES

The principal activities of the group are the design and sale of brand quality, unbranded sportswear. The group is committed to the provision of high performance non branded clothing for sports teams, clubs & schools together with outstanding customer service and support with the objective of providing affordable high performance team wear.

RESULTS AND DIVIDENDS

The group continued to trade successfully through a period of an unsettled global market which brings on cost base challenges. Ordinary dividends were paid during the year of £222,216, along with a distribution in specie to shareholders of £3,500,000, as explained below. The group's results for the period are included within these financial statements.

PRINCIPAL RISKS AND UNCERTAINTIES

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Effective working capital management is a priority to ensure the associated risks are controlled and balanced against the challenging market environment in which we operate. The main financial risks facing the group are those relating to rising labour costs, foreign currency exchange and the widely publicised global supply chain issues and the subsequent rising container costs. The director's policy agreed for managing these financial risks remain unchanged. The directors work closely to manage any foreign exchange fluctuations and working directly with freight forwarders to ensure we have secured space on vessels from China to the UK , managing pricing and delays caused by the global impact of the current wars.

NON - FINANCIAL RISKS AND UNCERTAINTIES

The management of the business and the execution of the group's strategy is robust and have few risks associated. The key business risks and uncertainties affecting the group are considered to relate to a certain level of dependence on the strength of our customer base and any government changes and in addition, the group's ability to maintain adequate continuity of supply chain within the context of global uncertainties on raw material availability and demand.

NON-FINANCIAL PERFORMANCE INDICATORS

The group's key non-financial indicators are those related to employee health, safety and well-being, training, development, quality, community, and customer satisfaction. The group and its employees continue to support a wide variety of community projects.

FUTURE DEVELOPMENTS AND INVESTMENT

The company will continue to invest in the continuous improvement of its existing products and in the development of new innovative products to facilitate sales growth, long term sustainability and efficiency gains across a range of market sectors. This ongoing investment will ensure the company provides ever increasing levels of product quality, performance, customer service and satisfaction.

Cyber security continues to be a focus for investment and is integrated into the organisation wide governance frameworks, including strategy, risk management processes and compliance and audit procedures.

SUPPLIERS

The group commits to regular engagement and collaboration with our supply chain and are committed to paying in line with supplier payment terms.

OUR TO COMMITMENT TO THE ENVIRONMENT

Corporate objectives continue to focus on doing the right thing for our community and the environment in everything we do, we have significantly reduced paper and plastic usage throughout both manufacturing and office activities and continue to find ways of 'recycling and reusing'.

Our philosophy is simple: do the right thing. As an independent British business with Directors who have over 60 years of experience, we've seen the industry change and we're evolving with it. Our "Three Ps" approach - People, Planet, Profit - is the backbone of every decision we make.

Whether it's our ethical sourcing practices, the durability of our products, or our approach to shipping and packaging, we are building a business that supports long term sustainability for everyone in the supply chain, including our retail partners.

- Sustainability in Action: From sourcing fabric and trims from OEKO-TEX® approved suppliers to packaging every garment in biodegradable bags, we're reducing environmental impact without compromising product quality.

- Ethical Sourcing: All our factories, under the stewardship of our team in China, are audited to amfori BSCI standards and we also make use of amfori BEPI, ensuring safe working conditions, fair pay and environmental care throughout our supply chain.

- Carbon Footprint Reduction: From container optimisation in shipping to switching to electric vehicles in our UK fleet, we're taking action to lower emissions across the board.

- Reforestation Initiatives: We've helped plant over 400,000 trees through long-term partnerships in the UK and Tanzania, offsetting some of our carbon footprint while making a tangible difference.

- Premium Products That Last: Our teamwear isn't fast fashion. It's designed for durability and longevity, with many of our bestselling products still going strong over a decade later.

- People First: From weekly fitness classes and employee coaching to mental health support, we champion our people just as passionately as we support our partners.

ACQUISITIONS AND DISPOSALS

The company acquired Team Edge Limited on 9 February 2024. Team Edge Limited headed up a group of companies that operated two distinct trading activities: Fabrics and Garments. The directors of the group have separated the two trades for several reasons. The fabric and garments are imported from overseas, and the costs associated with the logistics worldwide have been challenging. The directors wanted to minimise risk and exposure from adverse trading conditions by separating the two trades as a means of protection going forward. In addition to protecting each trade from the other, the directors of the group have been reflecting that each trade has its own challenges, and the separation of the trades would provide two distinct companies with differing objectives. The directors and senior management team believe the separation will provide focus with objectives being met more efficiently to improve trading going forward. The separation will give clarity of the trading expenses per division. The directors' expectation is that the major focus will be on growing Garments as the margin here can be stronger and ultimately very attractive for outside investment within a period of 2 to 3 years. Fabrics already has a solid margin with a slight steadier and simpler cost base.

On 9 February 2024 Team Edge Limited transferred its investment in CT Holdings Limited to the company, by way of dividend in specie for £2.

On 10 February 2024 JDC Holdings limited cancelled shares with a value of £3,500,000, creating distributable reserves of an equal value.

The company's investment in CT Holdings limited was transferred on 10 February by a non-cash distribution to its shareholders with a value of £3,500,000, satisfied by the 100% share capital of CT Holdings Limited out of the group.

CT Holdings Limited- the Fabric Trade , subsequently left the group but remains under common control of the shareholders of the company's new ultimate parent group JDC Holdings Limited.

The garment trade operates out of Chadwick Textiles Limited.

This has been a successful demerger and both trades have traded positively during 2024.

ON BEHALF OF THE BOARD:

J Wilmott - Director

25 September 2025

The directors present their report with the financial statements of the company and the group for the period 27 December 2023 to 31 December 2024.

INCORPORATION AND GROUP FORMATION

The company was incorporated on 27 December 2023. The company results presented in this period are from this date until 31 December 2024.

The group was formed on 9 February 2024, following the acquisition of the subsidiaries. The group results presented for this period consolidate the subsidiaries' results from this date until 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the group in the period under review was that of the design, manufacture and development of Brand quality unbranded Teamwear/Sportwear.

DIVIDENDS

The total distribution of dividends for the period ended 31 December 2024 will be £222,216.

DIRECTORS

The directors who have held office during the period from 27 December 2023 to the date of this report are as follows:

J D Chadwick - appointed 27 December 2023

T E Roberts - appointed 27 December 2023

J Wilmott - appointed 27 December 2023

DIRECTORS' INDEMNITY

The company has made qualifying third party provisions for the benefit of its director which remain in force at the date of this report.

DISCLOSURE IN THE STRATEGIC REPORT

The director has chosen to disclose future developments, risk management, engagement with employees, supplier information, environment information and post balance sheet events in the strategic report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;

-	make judgements 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 company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

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

ON BEHALF OF THE BOARD:

J Wilmott - Director

25 September 2025

Opinion

We have audited the financial statements of J.d.c Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 2024 and of the group's 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.

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 Group Strategic Report and 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

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 Group Strategic Report or 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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.

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:

As part of our planning process:

- We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud.

- We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the Companies Act 2006 was of most significance.

- We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

- Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

- Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

- Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

- Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to stock provision and accrued costs.

- Testing key revenue lines, in particular cut-off, for evidence of management bias.

- Performing a physical verification of key assets, including stock.

- Obtaining third-party confirmation of material bank balances.

- Documenting and verifying all significant related party and consolidated balances and transactions.

- Reviewing documentation such as the company board minutes, correspondence with solicitors, for discussions of irregularities

including fraud.

- Testing all material consolidation adjustments.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors and management.

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.

Karen Dent (Senior Statutory Auditor)

for and on behalf of Harold Sharp Limited

Statutory Auditors and Chartered Accountants

5 Brooklands Place

Brooklands Road

Sale

Cheshire

M33 3SD

25 September 2025

TURNOVER

3

8,562,969

Cost of sales

3,910,237

GROSS PROFIT

4,652,732

Distribution costs

330,905

Administrative expenses

4,044,775

4,375,680

277,052

Other operating income

439,855

OPERATING PROFIT

5

716,907

Interest receivable and similar income

12,154

729,061

Interest payable and similar expenses

6

121,455

PROFIT BEFORE TAXATION

607,606

Tax on profit

7

200,577

PROFIT FOR THE FINANCIAL PERIOD

407,029

Profit attributable to:

Owners of the parent

407,029

PROFIT FOR THE PERIOD

407,029

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

407,029

Total comprehensive income attributable to:

Owners of the parent

407,029

FIXED ASSETS

Intangible assets

10

464,787

Tangible assets

11

274,229

Investments

12

38,300

777,316

CURRENT ASSETS

Stocks

13

3,488,137

Debtors

14

2,047,208

Cash at bank and in hand

246,455

5,781,800

CREDITORS

Amounts falling due within one year

15

2,298,239

NET CURRENT ASSETS

3,483,561

TOTAL ASSETS LESS CURRENT LIABILITIES

4,260,877

CREDITORS

Amounts falling due after more than one year

16

(47,348

)

PROVISIONS FOR LIABILITIES

21

(28,716

)

NET ASSETS

4,184,813

CAPITAL AND RESERVES

Called up share capital

22

4,000,000

Retained earnings

23

184,813

SHAREHOLDERS' FUNDS

4,184,813

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2025 and were signed on its behalf by:

J Wilmott - Director

FIXED ASSETS

Intangible assets

10

-

Tangible assets

11

-

Investments

12

4,000,000

4,000,000

CURRENT ASSETS

Cash in hand

2

NET CURRENT ASSETS

2

TOTAL ASSETS LESS CURRENT LIABILITIES

4,000,002

CAPITAL AND RESERVES

Called up share capital

22

4,000,000

Retained earnings

23

2

SHAREHOLDERS' FUNDS

4,000,002

Company's profit for the financial year

222,218

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2025 and were signed on its behalf by:

J Wilmott - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Increase in share capital

7,500,000

-

7,500,000

Reduction in share capital

(3,500,000

)

3,500,000

-

Distribution in specie

-

(3,500,000

)

(3,500,000

)

Dividends

-

(222,216

)

(222,216

)

Total comprehensive income

-

407,029

407,029

Balance at 31 December 2024

4,000,000

184,813

4,184,813

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Increase in share capital

7,500,000

-

7,500,000

Reduction in share capital

(3,500,000

)

3,500,000

-

Distribution in specie

-

(3,500,000

)

(3,500,000

)

Dividends

-

(222,216

)

(222,216

)

Total comprehensive income

-

222,218

222,218

Balance at 31 December 2024

4,000,000

2

4,000,002

Cash flows from operating activities

Cash generated from operations

1

(50,966

)

Interest paid

(121,455

)

Tax paid

(394,499

)

Net cash from operating activities

(566,920

)

Cash flows from investing activities

Purchase of tangible fixed assets

(75,080

)

Purchase of fixed asset investments

(38,300

)

Sale of intangible fixed assets

(2

)

Acquisition of subsidiaries

614,016

Interest received

12,154

Net cash from investing activities

512,788

Cash flows from financing activities

Capital repayments in year

(60,509

)

Amount introduced by directors

669,625

Amount withdrawn by directors

(540,375

)

Acquisition of subsidiaries

(233,170

)

Equity dividends paid

(222,216

)

Net cash from financing activities

(386,645

)

Decrease in cash and cash equivalents

(440,777

)

Cash and cash equivalents at beginning of period

2

-

Cash and cash equivalents at end of period

2

(440,777

)

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

£

Profit before taxation

607,606

Depreciation charges

208,850

Finance costs

121,455

Finance income

(12,154

)

925,757

Increase in stocks

(1,040,709

)

Increase in trade and other debtors

(719,418

)

Increase in trade and other creditors

783,404

Cash generated from operations

(50,966

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 31 December 2024

31/12/24

27/12/23

£

£

Cash and cash equivalents

246,455

-

Bank overdrafts

(687,232

)

-

(440,777

)

-

3.	ANALYSIS OF CHANGES IN NET DEBT

At 27/12/23

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank and in hand

-

246,455

246,455

Bank overdrafts

-

(687,232

)

(687,232

)

-

(440,777

)

(440,777

)

Debt

Finance leases

-

(69,662

)

(69,662

)

-

(69,662

)

(69,662

)

Total

-

(510,439

)

(510,439

)

4.	MAJOR NON-CASH TRANSACTIONS

On 9 February 2024 J.D.C. Holdco Limited acquired Team Edge Limited and it's subsidiaries at the time; C. T. Holdings Limited, and Chadwick Textiles Limited, via a share-for-share exchange with the previous shareholders of Team Edge Limited, for which J.D.C. Holdco Limited issued shares with a value of £7,499,998 as consideration.

Subsequently, J.D.C. Holdco Limited cancelled shares with a value of £3,500,000, creating distributable reserves of an equal value.

On 10 February 2024 J.D.C. Holdco Limited made a non-cash distribution to its shareholders with a value of £3,500,000, satisfied by the transfer of ownership of C. T. Holdings Limited out of the group.

1.	STATUTORY INFORMATION

J.D.C. Holdco Limited is a private company limited by shares, incorporated in England and Wales. The company's registered number is 15370881 and the registered office is 92 George Richards Way, Broadheath, Altrincham, Cheshire, WA14 5ZR. The company is a holding company. The group it heads up designs, manufactures and develops Brand quality, unbranded Teamwear/Sportwear.

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

This is the company's first accounting period.

The presentation and functional currency is Pounds Sterling (£).

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgement in applying the group's accounting policies.

The following principal accounting policies have been applied:

Parent company disclosure exemptions

In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions available in FRS 102:

• no cash flow statement has been presented for the parent company;

• disclosures in respect of the parent company's financial statements have not been presented as equivalent disclosures have been provided in respect of the group as a whole; and

• no disclosure has been given for the aggregate remuneration of the key management personnel of the parent company as their remuneration is included in the totals for the group as a whole.

Basis of consolidation

The consolidated financial statements present the results of group and its own subsidiaries ("the group") as they formed 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 statement of financial position, 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 comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

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.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the group'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.

Provisions

A provision is recognised in the balance sheet when the entity has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date.

Stock provision

Stocks are initially measured at the transaction price and subsequently measured at cost, less obsolescence provision. The directors make estimates as to the recoverability of these stocks and provide for them accordingly.

Accrued stock costs

Accrued stock expenditure is estimated by directors at each year end to ensure that all known liabilities are accounted for in the financial statements.

From a completeness perspective, the directors are not aware of any other critical judgements within the group that give rise to a significant risk of material adjustment within the next financial year.

Revenue

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;

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

- 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;

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

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

Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over the net fair value of the identifiable assets, liabilities and contingent liabilities of the

acquired subsidiary.

Goodwill is being amortised evenly over its estimated useful life of 5 years from date of acquisition.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter:

Short leasehold

20% on cost and 10% on cost

Plant and machinery

20% on cost and 10% on cost

Fixtures and fittings

33% on cost and 25% on cost

Motor vehicles

20% on cost

Computer equipment

33% on cost

All fixed assets are initially recorded at cost. Assets are not depreciated until they are brought into use.

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses.

Short leasehold refers to improvements to a rented property.

At each balance sheet date, the group reviews the carrying amounts of its furniture and equipment to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss, if any.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment loss is recognised as an expense immediately.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is based on purchase invoice plus freight and duty cost after allowing for exchange conversion to sterling.

Stocks comprise garments.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors

and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out right short term loan not at market rate, the financial asset or liability is measured, initially, at

the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Investments in non convertible preference shares and in non puttable ordinary and preference shares are measured:

- at fair value with changes recognised in the Statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;

- at cost less impairment for all other investments.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.

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 subsequently remeasured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange

derivatives.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.