The directors present the strategic report for the Period

The principal activity of the company continued to be that of wholesaler and distributor of footwear and orthotics.

Revenues
The results for the 52 weeks ended 1 February 2025 ended with revenues increasing by 33.8%. The increase was driven by the annualization of adding the Blowfish Malibu brand in late 2023 to the wholesale portfolio as well as the continued focus on the direct-to-consumer (DTC) channel with particularly strong growth coming from the drop-ship marketplace segment.

Gross Margins £3,830,302 (2024: £3,293,779)
Overall the gross margins increased by 16.3%. This growth was lower than the top line revenue increases due to the narrower margins achieved by the Blowfish Malibu brand.

Profit before tax £486,453 (2024: £481,808)
Earnings remained flat despite the increased top line activity due to the increased cost of digital marketing, customer defaults and product royalty fees.

Macro Economic Outlook

Caleres remains cautious due to the unstable global economy. Events such as the ongoing War in Ukraine and Gaza, US tariffs and continued high inflation rates impact consumer confidence and demand as well as increasing operating costs. Despite this Caleres Inc management continue to see pan-European market expansion opportunities as a core objective.

The key risks and mitigation strategies described below represent those the Directors consider the most significant to delivering the companies strategy. These are reviewed on an ongoing basis and mitigating activities are actioned as required.

Inventory risk
The company’s exposure to inventory risk is in obsolescence, over-stocking and valuation. The management team have in place robust procedures to ensure obsolete stock is identified and forecasts are in place to reduce the quantity of inventory held going forward. Inventory levels are monitored against sales performance as well as seasonality to identify obsolescence and when necessary, provision is made to cover obsolete, excess or overvalued inventories. Inventory liquidation opportunities are being converted on a more regular basis to ensure consistent and continual address of this risk.

IT risk
The company relies on IT for all aspects of the business. Any significant disruptions or failure caused by external factors such as viruses, service termination or human error will lead to revenue loss or potential fines/penalties. Caleres group have a mandatory training programme to educate all staff on the potential cyber security threats and how to identify, report and avoid as well as having controls and systems in place to prevent such events occurring.

Foreign exchange risk
The company predominately transacts with inventory suppliers in USD. Customers and overhead suppliers predominantly transact in GBP which poses an exchange risk. Historically the company does not hedge against exchange risk, as this has not materially affected the company. Management continues to monitor exchange rates movements and assess whether this policy remains appropriate.

The short to medium term growth plan is to continue to expand the DTC channel and further leverage the Caleres group brand portfolio with the introduction of the Allen Edmonds brand planned in 2026. Predominantly, the revenue growth has been driven within the UK market and a core objective is to replicate this success across mainland Europe. The company is actively taking steps to facilitate this by optimizing the warehousing and logistics function by bonding the current distribution center to facilitate future EU growth opportunities.

On behalf of the board

The directors present their annual report and financial statements for the Period ended 1 February 2025.

The results for the Period are set out on page 9.

The directors who held office during the Period and up to the date of signature of the financial statements were as follows:

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance withapplicable 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Auditors

The auditors, Crouchers 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.

We have audited the financial statements of Caleres Europe Limited (the 'company') for the Period ended 1 February 2025 which comprise the statement of income and retained earnings, the balance sheet and notes to the financial statements, including 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 company's affairs as at 1 February 2025 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.

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company 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 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 other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extend otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are requires to determine whether this gives rise to a material misstatement in the financial statement 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 the fact.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial Period for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the 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.

As explained more fully in the directors' responsibilities statement, set out on page 3, 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 is 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 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 company or to cease operations, or have no realistic alternative but to do so.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

The engagement partner ensured that the engagement team collectively possessed the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

We identified the laws and regulations applicable to the company through discussions with directors and management, together with our commercial knowledge and experience of the wholesale of clothing and footwear.

We focused on laws and regulations that we considered may have a direct material effect on the financial statements or the operations of the company. These included the Companies Act 2006, distance selling regulations, taxation legislation, data protection, anti-bribery requirements, employment law, the General Data Protection Regulation and extended producer responsibility obligations.

We assessed compliance with the identified laws and regulations by making enquiries of management and inspecting relevant legal correspondence.

Identified laws and regulations were communicated within the audit team on a regular basis, and the team remained alert to potential non-compliance throughout the audit.

We assessed the susceptibility of the financial statements to material misstatement, including fraud, by obtaining an understanding of how fraud might occur. This included making enquiries of management regarding their assessment of fraud risk, their knowledge of actual, suspected or alleged fraud, and by considering the internal controls in place to mitigate such risks.

To address the risk of fraud arising from management bias and override of controls, we performed analytical procedures to identify unusual or unexpected relationships. We tested journal entries to identify unusual transactions. We assessed whether judgements and assumptions used in accounting estimates indicated potential management bias. We also investigated the rationale for significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed audit procedures which included agreeing financial statement disclosures to supporting documentation and making enquiries of management in respect of actual or potential litigation and claims.

There are inherent limitations in our audit procedures in relation to irregularities, including fraud and non-compliance with laws and regulations. The further removed laws and regulations are from financial transactions, the less likely it is that non-compliance would be identified. In addition, auditing standards limit the procedures required to identify non-compliance with laws and regulations to enquiry of directors and management, and inspection of any regulatory or legal correspondence, if available.

Material misstatements arising from fraud are inherently more difficult to detect than those arising from error, as they may involve deliberate concealment, forgery, collusion or intentional misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor's report 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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Caleres Europe Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 4, 7th Floor 50 Broadway, London, United Kingdom, SW1H 0DB.

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.

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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Caleres Inc. These consolidated financial statements are available from its registered office, 8300 Maryland Avenue, St. Louis Missouri, U.S.A.

The financial statements disclose profit before tax for the year of £486,453 (profit in 2024: £481,808) and has net liabilities of £4,987,467 (2024: £5,473,920).

The companies management continue to implement risk mitigation strategies and robust long term growth plans to improve the financial performance of the company. The company has made a profit for the current and prior periods and forecasts have been prepared covering a period of at least 12 months from the date of approval of the financial statements, which show further profits.

The company has received confirmation from its parent company Caleres Inc stating that it will provide the financial support necessary to continue its operations and not demand repayment of group creditors for a period of at least 12 months from date of approval of the financial statements. Whilst such letters are not legally binding the directors have evaluated the ability of the parent company to provide the support and have not identified any material uncertainties in this regard. The directors feel it is therefore appropriate to prepare the financial statements on a going concern basis, as the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

Turnover represents sales of goods net of VAT and trade discounts. Turnover is recognised at the point when control of the goods passes to the customer which is when the goods are received by the customer.

The company makes provision in respect of sales returns. Customers may return goods purchased on the company's website within 30 days and refunds are credited to the original form of payment. A provision for returns is recorded based on historical return rates and adjusted according to actual returns received.

Intangible assets are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

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

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Stocks are stated at the lower of cost and net realisable value. Net realisable value is based upon estimated selling price less further costs expected to be incurred to completion and disposal. Provision is made for obsolete and slow-moving items.

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 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 trade, group and other debtors, are initially measured at transaction price. Financial assets are assessed for indicators of impairment at each reporting end date.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 trade and other creditors and amounts owed to group companies are initially recognised at transaction price and are subsequently carried at amortised cost, using the effective interest rate method.

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 re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the fair value of proceeds received, net of direct issue costs.

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

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 profit for the period. Current tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised 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.

Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.

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

Retirement benefits

For defined contribution schemes the amount charged to profit or loss is the contributions payable in the

period. Differences between contributions payable in the year and contributions actually paid are shown as

either accruals or prepayments.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

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 or 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.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Inventory is valued at the lower of cost and net realisable value. Provisions of £507,309 (2024: £626,280) have been recognised for slow-moving and obsolete items, based on historical experience and sales forecasts.

The company has trading losses of £5,568,815 (2024: £6,052,511), which potentially give rise to a deferred tax asset of approximately £1.3m. Although the company has recently returned to profitability, the current level of taxable profits (around £0.5 million per annum) would require an extended period to utilise the losses in full.

Given the uncertainty in forecasting taxable profits over such a long timeframe, the directors consider it not sufficiently probable that the deferred tax asset will be realised, and therefore no asset has been recognised.

The company makes an estimate of the recoverable value of trade receivables. When assessing impairment, management considers factors including the current credit rating of customers, the ageing profile of balances, historical default experience and recent correspondence with customers.

At 31 December 2025, trade receivables included a provision for impairment of £195,468 (2024: £134,738), representing approximately 7% of total trade receivables (2024: 32%). The percentage applied reflects management’s estimate of the expected loss rate, adjusted for specific risk factors.

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

No remuneration was paid to the directors for the period 31 January 2024 to 31 January 2025.

The actual charge for the Period can be reconciled to the expected charge for the Period based on the profit or loss and the standard rate of tax as follows:

The company has trading losses of £5,568,815 (2024: £6,052,511), which potentially give rise to a deferred tax asset of approximately £1.3m.

Although the company has recently returned to profitability, the current level of taxable profits (around £0.5 million per annum) would require an extended period to utilise the losses in full.

Given the uncertainty in forecasting taxable profits over such a long timeframe, the directors consider it not sufficiently probable that the deferred tax asset will be realised, and therefore no asset has been recognised.

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

The directors consider the ultimate controlling party to the Caleres Inc, a company incorporated in the U.S.A.

Vionic International LLC is the immediate parent, and is the parent of the smallest group for which consolidated accounts including Vionic Europe Limited are prepared. The consolidated accounts of Vionic International LLC are available from its registered office, 4040 Civic Centre Drive Suite 430 San Rafael, California 94903 U.S.A.

The financial statements of the company are consolidated in the financial statements of Caleres Inc. These consolidated financial statements are available from its registered office, 8300 Maryland Avenue, St. Louis Missouri, U.S.A.

The company is part of a group that prepares consolidated financial statements. In accordance with FRS 102 Sections 33.1A and 33.7A, the company has taken the exemptions from disclosing transactions with wholly owned group members and key management personnel compensation. Relevant transactions and balances are included in the group consolidated financial statements.