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| Registered number: 01967176
DOUGLAS GILL INTERNATIONAL LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024
DOUGLAS GILL INTERNATIONAL LIMITED COMPANY INFORMATION
DIRECTORS | M F Clark
| J D Hibbard
| H C Callow (appointed 1 March 2024)
| I Poore (resigned 29 February 2024)
REGISTERED NUMBER | 01967176
REGISTERED OFFICE | Manor House Road
| Long Eaton
| Nottingham
| NG10 1LR
INDEPENDENT AUDITORS | Bishop Fleming Audit Limited
| Chartered Accountants & Statutory Auditors
| Brook House
| Winslade Park
| Manor Drive
| Clyst St Mary
| Exeter
| EX5 1GD
DOUGLAS GILL INTERNATIONAL LIMITED CONTENTS
| Page
Strategic report | 1
Directors' report | 2 - 3
Directors' responsibilities statement | 4
Independent auditors' report | 5 - 8
Statement of comprehensive income | 9
Statement of financial position | 10
Statement of changes in equity | 11
Notes to the financial statements | 12 - 25
DOUGLAS GILL INTERNATIONAL LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2024
INTRODUCTION
Douglas Gill International Limited has pleasure in presenting its accounts for the year ended 30 September 2024.
BUSINESS REVIEW
The year to 30 September 2024 continued to bring challenges and changes to the company.
PRINCIPAL RISKS AND UNCERTAINTIES
The Company is exposed to price risks, credit risk, overstock risk and cash flow risk. Prices are fixed with suppliers and the associated currency exposure is managed as below. Cashflow is managed from working capital and an invoice discounting facility. The Company manages its exposure to fluctuations in currency exchange by the use of natural hedging supplemented by the use of forward exchange contracts to minimise uncertainty.
FINANCIAL KEY PERFORMANCE INDICATORS
Sales decreased due to lower sales to the US with overstock in one of the largest customers in that market, and also due to the impact of an element of overstock within the outdoor market. Sales for the year to September 2024 decreased from £12.1m to £10.6m and the operating loss for the year increased from £1.1m to £3.4m. The operating loss of £3.4m consists of trading losses of £1m and a provision against inter-company debt of £2.4m. Profit margin at a product cost level reduced from 47% to 45%, impacted by some clearance activities of products aimed at the broader outdoor market.
GOING CONCERN
The company had a net loss for the year of £3.4m comprised of trading losses of £1m and a provision against inter-company debt of £2.4m. Results remained under pressure into the year to September 2025. There have been significant changes in the wider outdoor recreation market, and also in sales channels, and internally, in the product mix and branding and marketing. The company is beginning to see the impact of these changes. Post year end the company received additional cashflow via the holding company of £1.3m to facilitate stock purchasing, in part made earlier to avoid additional tariff costs moving stock into America. The directors are confident of returning to a profitable position, and being able to cover future working capital without any additional funding. The company is reliant on support from its parent company who has confirmed its intention to provide further financial resources necessary to assist the company meeting its liabilities as and when they fall due to the extent that money is not otherwise available to meet such liabilities. Based on their review, the Directors have concluded that the Company will be able to meet its debts as they fall due and have prepared the accounts on a going concern basis. This report was approved by the board on 21 October 2025 and signed on its behalf.
J D Hibbard Director
Page 1
1 DOUGLAS GILL INTERNATIONAL LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2024 The directors present their report and the financial statements for the year ended 30 September 2024.
RESULTS AND DIVIDENDS
The loss for the year, after taxation, amounted to £3,426,549 (2023:loss £943,172). The loss for the year of £3,426,549 consists of a trading loss of £1,053,605 before an inter-company debt provision of £2,372,944. The Company did not pay any dividends during the year (2023: £Nil).
DIRECTORS
The directors who served during the year were:
M F Clark
J D Hibbard
H C Callow (appointed 1 March 2024)
I Poore (resigned 29 February 2024)
FUTURE DEVELOPMENTS
The directors expect the company to continue in its focus on cost base and returing to a profitable position, without any additional funding.
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 director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
POST BALANCE SHEET EVENTS
There have been no significant events affecting the Company since the year end.
AUDITORS
The auditors, Bishop Fleming Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. Page 2
DOUGLAS GILL INTERNATIONAL LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2024 This report was approved by the board and signed on its behalf.
J D Hibbard Director
Date: 21 October 2025
Manor House Road
Long Eaton
Nottingham
NG10 1LR
Page 3
DOUGLAS GILL INTERNATIONAL LIMITED DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 2024 The directors are responsible for preparing the Strategic report, the Directors' report 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 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 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 for the Company'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 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 4
DOUGLAS GILL INTERNATIONAL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DOUGLAS GILL INTERNATIONAL LIMITED
OPINION
We have audited the financial statements of Douglas Gill International Limited (the 'Company') for the year ended 30 September 2024, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, 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 Company's affairs as at 30 September 2024 and of its loss 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Auditors' 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 extent 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 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. Page 5
DOUGLAS GILL INTERNATIONAL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DOUGLAS GILL INTERNATIONAL LIMITED (CONTINUED)
OPINION 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 Strategic report and the Directors' report for the financial year 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.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
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.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors' responsibilities statement set out on page 4, 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. Page 6
DOUGLAS GILL INTERNATIONAL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DOUGLAS GILL INTERNATIONAL LIMITED (CONTINUED)
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 an Auditors' report 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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: • the nature of the industry and sector, control environment and business performance; • the results of our enquiries of management and the directors about their own identification and assessment of the risk of irregularities; • any matters we identified having obtained and reviewed the Company’s documentation of its policies and procedures relating to: o identifying, evaluating, and complying with laws and regulations and whether management were aware of any instances of non-compliance; o detecting and responding to the risk of fraud and whether management had knowledge of actual, suspected, or alleged fraud; and o the internal controls established to mitigate the risks of fraud or non-compliance with laws and regulations. • the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and potential indicators of fraud. As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud, which included incorrect recognition of revenue, management override of controls using manual journal entries, and these were identified as the greatest potential area for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, Financial Reporting Standard 102, UK tax legislation and overseas tax legislation. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company ability to operate or to avoid a material penalty. These included data protection regulations, health and safety regulations, environmental legislations and employment legislation. Our procedures to respond to risks identified included the following: • reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; • reviewing the financial statement disclosures and testing to supporting documentation to assess the recognition of revenue; • enquiring of management and the directors concerning actual and potential litigation claims; • performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement or fraud; Page 7
DOUGLAS GILL INTERNATIONAL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DOUGLAS GILL INTERNATIONAL LIMITED (CONTINUED) • in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. • communicating relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. 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 Auditors' 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 Auditors' 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. Fleur Lewis FCA (Senior statutory auditor) for and on behalf of Bishop Fleming Audit Limited Chartered Accountants Statutory Auditors Brook House Winslade Park Manor Drive Clyst St Mary Exeter EX5 1GD 22 October 2025 Page 8
DOUGLAS GILL INTERNATIONAL LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 SEPTEMBER 2024
| 2024 | 2023
Note | £ | £
Turnover | 4 | 10,626,357 | 12,173,258
Cost of sales |  | (7,339,349) | (7,111,849)
Gross profit |  | 3,287,008 | 5,061,409
Distribution costs |  | (1,247,744) | (1,438,102)
Administrative expenses |  | (3,081,793) | (3,802,172)
Other exceptional items | 10 | (2,372,944) | (976,733)
Operating loss | 5 | (3,415,473) | (1,155,598)
Tax on loss | 9 | (11,076) | 212,426
Loss for the financial year |  | (3,426,549) | (943,172)
There was no other comprehensive income for 2024 (2023:£NIL).
The notes on pages 12 to 25 form part of these financial statements.
Page 9
DOUGLAS GILL INTERNATIONAL LIMITED REGISTERED NUMBER:01967176 STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 11 |  | 155,600 |  | 165,246
Tangible assets | 12 |  | 335,857 |  | 353,610
|  |  | 491,457 |  | 518,856
Current assets |  |  |  |  |
Stocks | 13 | 2,510,549 |  | 2,945,072 |
Debtors: amounts falling due within one year | 14 | 9,917,407 |  | 12,647,130 |
Cash at bank and in hand | 15 | 532,665 |  | 1,013,779 |
|  | 12,960,621 |  | 16,605,981 |
Creditors: amounts falling due within one year | 16 | (1,024,128) |  | (1,270,338) |
Net current assets |  |  | 11,936,493 |  | 15,335,643
Total assets less current liabilities |  |  | 12,427,950 |  | 15,854,499
Net assets |  |  | 12,427,950 |  | 15,854,499
Capital and reserves |  |  |  |  |
Called up share capital | 18 |  | 15,407 |  | 15,407
Share premium account | 19 |  | 84,487 |  | 84,487
Profit and loss account | 19 |  | 12,328,056 |  | 15,754,605
|  |  | 12,427,950 |  | 15,854,499
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
J D Hibbard
Director
Date: 21 October 2025
The notes on pages 12 to 25 form part of these financial statements. Page 10

|  | DOUGLAS GILL INTERNATIONAL LIMITED |
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2024
|  | Called up share capital | Share premium account | Profit and loss account | Total equity
|  | £ | £ | £ | £
| At 1 October 2022 | 15,407 | 84,487 | 16,697,777 | 16,797,671
| Comprehensive income for the year |  |  |  |
| Loss for the year | - | - | (943,172) | (943,172)
| At 1 October 2023 | 15,407 | 84,487 | 15,754,605 | 15,854,499
| Comprehensive income for the year |  |  |  |
| Loss for the year | - | - | (3,426,549) | (3,426,549)
| At 30 September 2024 | 15,407 | 84,487 | 12,328,056 | 12,427,950
| The notes on pages 12 to 25 form part of these financial statements.
Page 11

DOUGLAS GILL INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024
1. | GENERAL INFORMATION
Douglas Gill International Limited is a private company, limited by shares, incorporated in England and Wales. The Company's registered number is 01967176. The address of its registered office is Manor House Road, Long Eaton, Nottingham NG10 1LR. The principal activity of the company for the current and preceeding year was the sale of marine and leisurewear. 2.ACCOUNTING POLICIES
| 2.1 | BASIS OF PREPARATION OF FINANCIAL STATEMENTS
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Paddle Holdings Limited as at 30 September 2024 and these financial statements may be obtained from Companies House. Page 12
DOUGLAS GILL INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024 2.ACCOUNTING POLICIES (CONTINUED)
| 2.3 | GOING CONCERN
The directors acknowledge that the Company has generated a loss and less turnover in the period. Results remained under pressure into the year to September 2025. There have been significant changes in the wider outdoor recreation market, and also in sales channels, and internally, in the product mix and branding and marketing. The company is beginning to see the impact of these changes , and the directors are confident of returning to a profitable position, and being able to cover working capital without any additional funding. When making an assessment of the Company’s ability to continue as a going concern, management considers various factors, including current trading and market conditions, funding requirements, the expectation of future trading and the ability of the group to operate within available funding facilities, and any other relevant circumstances. This assessment covers at least twelve months following the date of approval of the financial statements. The company is reliant on support from its parent company who has confirmed its intention to provide further financial resources necessary to assist the company meeting its liabilities as and when they fall due to the extent that money is not otherwise available to meet such liabilities. Consequently, the Directors conclude that, whilst there remains a reliance on continued shareholder support to finance business operations in the short term, the Company will be able to meet its debts as they fall due and have prepared the accounts on a going concern basis.
| 2.4 | REVENUE
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company 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 Company 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.
| 2.5 | RESEARCH AND DEVELOPMENT
Expenditure incurred in the development of new products is written off in the profit and loss account in the period in which it is incurred. Page 13
DOUGLAS GILL INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024 2.ACCOUNTING POLICIES (CONTINUED)
| 2.6 | PENSIONS
DEFINED CONTRIBUTION PENSION PLAN The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
| 2.7 | 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 reporting date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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 reporting date.
| 2.8 | EXCEPTIONAL ITEMS
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence. Page 14
DOUGLAS GILL INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024 2.ACCOUNTING POLICIES (CONTINUED)
| 2.9 | 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:
|  |  |  | Website design costs | - | 3 | years
|  |  |  | Software | - | 2 | years
|  |  |  | Customs Warehouse | - | 10 | years
|  |  |  | Trademarks | - | 10 | years
| 2.10 | TANGIBLE FIXED ASSETS
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. Land is not depreciated. Depreciation on other assets 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:
|  |  |  | Freehold property | - | 2% |
|  |  |  | Motor vehicles | - | 25% |
|  |  |  | Fixtures and fittings | - | 25% |
|  |  |  | Computer equipment | - | 20% |
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.
| 2.11 | 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 weighted average basis. At each reporting 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.
| 2.12 | 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. Page 15
DOUGLAS GILL INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024 2.ACCOUNTING POLICIES (CONTINUED)
| 2.13 | CASH AND CASH EQUIVALENTS
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.14 | CREDITORS
Short-term 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.
| 2.15 | 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.
| 2.16 | FINANCIAL INSTRUMENTS
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Basic financial liabilities 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Page 16
DOUGLAS GILL INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024 2.ACCOUNTING POLICIES (CONTINUED)
| 2.16 | FINANCIAL INSTRUMENTS (CONTINUED)
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
3. | JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
Key Accounting Estimates and Assumptions The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet data and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from the those estimates. The following judgements have had the most significant effect on the amounts recognised in the financial statements. Stock The carrying amounts of the Company's stock is reviewed for impairment where events or changes in circumstances indicate that the carrying amount of the stock may not be recoverable. Judgement is applied to identify any indications of impairment. If any such indication exists, the stock recoverable amount is estimated. An impairment or write-off loss is recognised in the profit and loss account. Useful Economic Life of Intangible Assets The directors use the best available inormation to estimate the useful economic lives of the intangible assets. Debtors Recoverability At the year end the Directors review the recoverability of debtors and where there is doubt over the balances, provisions are made to bring the balances to the amounts considered recoverable. Page 17
DOUGLAS GILL INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024
4. | TURNOVER
The whole of the turnover is attributable to the sale of sport and leisurewear.
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| United Kingdom | 3,949,109 | 4,692,935
| Rest of the world | 6,677,248 | 7,480,323
|  | 10,626,357 | 12,173,258
5. | OPERATING LOSS
| The operating loss is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Research & development charged as an expense | 52,087 | 57,532
| Exchange differences | 542,991 | (461,835)
| Depreciation of tangible fixed assets | 45,901 | 57,580
| Amortisation of intangible assets | 64,801 | 38,841
| Other operating lease rentals | 46,162 | 50,741
| Defined contribution pension cost | 143,353 | 202,950
| Other exceptional items | 2,372,944 | 976,733
6. | AUDITORS' REMUNERATION
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 16,750 | 26,950
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
Page 18
DOUGLAS GILL INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024
7. | EMPLOYEES
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Wages and salaries | 1,790,372 | 1,896,419
| Social security costs | 175,234 | 177,430
| Cost of defined contribution scheme | 143,353 | 202,950
|  | 2,108,959 | 2,276,799
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Distribution | 10 | 10
|  | Administrative | 35 | 37
|  |  | 45 | 47
8. | DIRECTORS' REMUNERATION
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Directors' emoluments | 269,497 | 437,046
| Company contributions to defined contribution pension schemes | 14,366 | 25,609
|  | 283,863 | 462,655
| During the year retirement benefits were accruing to 2 directors (2023:3) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £95,000 (2023:£197,040).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £6,532 (2023:£15,261).
Page 19
DOUGLAS GILL INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024
9. | TAXATION
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| CORPORATION TAX |  |
| Current tax on profits for the year | - | (219,701)
| Adjustments in respect of previous periods | - | 9,412
|  | - | (210,289)
| TOTAL CURRENT TAX | - | (210,289)
| DEFERRED TAX |  |
| Origination and reversal of timing differences | 11,076 | (2,137)
| TOTAL DEFERRED TAX | 11,076 | (2,137)
| TAX ON LOSS | 11,076 | (212,426)
| FACTORS AFFECTING TAX CHARGE FOR THE YEAR
| The tax assessed for the year is higher than (2023:higher than) the standard rate of corporation tax in the UK of 25% (2023:25%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (3,415,473) | (1,155,598)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023:25%) | (246,193) | (254,232)
| EFFECTS OF: |  |
| Expenses not deductible for tax purposes | 3,636 | 2,532
| Capital allowances for year in excess of depreciation | 957 | (597)
| Adjustments to tax charge in respect of prior periods | - | 9,412
| Movement in deferred tax not recognised | 253,519 | -
| Remeasurement of deferred tax | (843) | (254)
| Adjustments to brought forward values | - | (4,072)
| Lossess carried back | - | 34,785
| TOTAL TAX CHARGE FOR THE YEAR | 11,076 | (212,426)
| FACTORS THAT MAY AFFECT FUTURE TAX CHARGES
There were no factors that may affect future tax charges. Page 20
DOUGLAS GILL INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024
10. | EXCEPTIONAL ITEMS
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Exceptional foreign currency loss/(gain) | - | 976,733
| Intercompany debt provision | 2,372,944 | -
|  | 2,372,944 | 976,733
| In 2024, the Company recognised an exceptional charge of £2,372,944 relating to an intercompany provision. This provision was established following a review of the recoverability of balances due from Gill North America Inc, where indicators of impairment were identified following a review of the financial position and future cashflow expectations of Gill North America Inc. The impairment is considered exceptional due to its materiality and non-recurring nature.
11. | INTANGIBLE ASSETS
|  | Customs Warehouse | Website | Trademarks | Computer software | Total
|  | £ | £ | £ | £ | £
| COST |  |  |  |  |
| At 1 October 2023 | 2,025 | 630,008 | 82,891 | 24,455 | 739,379
| Additions | - | 48,020 | 7,135 | - | 55,155
| At 30 September 2024 | 2,025 | 678,028 | 90,026 | 24,455 | 794,534
| AMORTISATION |  |  |  |  |
| At 1 October 2023 | 111 | 539,527 | 19,725 | 14,770 | 574,133
| Charge for the year on owned assets | 203 | 45,790 | 13,510 | 5,298 | 64,801
| At 30 September 2024 | 314 | 585,317 | 33,235 | 20,068 | 638,934
| NET BOOK VALUE |  |  |  |  |
| At 30 September 2024 | 1,711 | 92,711 | 56,791 | 4,387 | 155,600
| At 30 September 2023 | 1,914 | 90,481 | 63,166 | 9,685 | 165,246
Page 21
DOUGLAS GILL INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024
12. | TANGIBLE FIXED ASSETS
|  | Freehold property | Motor vehicles | Fixtures and fittings | Computer equipment | Total
|  | £ | £ | £ | £ | £
| COST OR VALUATION |  |  |  |  |
| At 1 October 2023 | 382,363 | 21,000 | 576,527 | 232,529 | 1,212,419
| Additions | - | - | 12,518 | 15,630 | 28,148
| At 30 September 2024 | 382,363 | 21,000 | 589,045 | 248,159 | 1,240,567
| DEPRECIATION |  |  |  |  |
| At 1 October 2023 | 88,189 | 21,000 | 535,179 | 214,441 | 858,809
| Charge for the year on owned assets | 4,008 | - | 26,539 | 15,354 | 45,901
| At 30 September 2024 | 92,197 | 21,000 | 561,718 | 229,795 | 904,710
| NET BOOK VALUE |  |  |  |  |
| At 30 September 2024 | 290,166 | - | 27,327 | 18,364 | 335,857
| At 30 September 2023 | 294,174 | - | 41,348 | 18,088 | 353,610
| The net book value of land and buildings may be further analysed as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Freehold | 290,166 | 294,174
|  | 290,166 | 294,174
13. | STOCKS
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Finished goods and goods for resale | 2,510,549 | 2,945,072
|  | 2,510,549 | 2,945,072
Page 22
DOUGLAS GILL INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024
14. | DEBTORS
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade debtors | 745,690 | 1,340,387
| Amounts owed by group undertakings | 8,657,174 | 10,934,046
| Other debtors | 1,424 | 81,519
| Prepayments and accrued income | 290,648 | 110,143
| Corporation Tax | 222,471 | 169,959
| Deferred taxation | - | 11,076
|  | 9,917,407 | 12,647,130
15. | CASH AND CASH EQUIVALENTS
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Cash at bank and in hand | 532,665 | 1,013,779
|  | 532,665 | 1,013,779
16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | 737,955 | 798,258
| Other taxation and social security | 34,402 | 63,889
| Other creditors | 21,655 | 16,229
| Accruals and deferred income | 230,116 | 391,962
|  | 1,024,128 | 1,270,338
17. | DEFERRED TAXATION
|  | 2024
|  | £
| At beginning of year | 11,076
| Charged to profit or loss | (11,076)
| At end of year | -
Page 23
DOUGLAS GILL INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024 17.DEFERRED TAXATION (CONTINUED)
| The deferred tax asset is made up as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Accelerated capital allowances | - | 11,076
|  | - | 11,076
18. | SHARE CAPITAL
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | ALLOTTED, CALLED UP AND FULLY PAID |  |
|  | 14,427 (2023:14,427) Ordinary shares of £1.00 each | 14,427 | 14,427
|  | 980 (2023:980) Ordinary B shares of £1.00 each | 980 | 980
|  |  | 15,407 | 15,407
19. | RESERVES
Share premium account The share premium account is a non-distributable reserve and represents the amount above the nominal value received for shares issues, less any transaction costs associated with the issuing of shares. Profit and loss account The profit and loss accounts represents cumulative profits and losses of the Company.
20. | CONTINGENT LIABILITIES
The Company has given a guarantee to Yorkshire Bank plc in favour of HM Revenure and Customs. The amount of the guarantee at 30 September 2024 was £260,000 (2023: £260,000). At the balance sheet date the Group had $1,000,000 (2023: $2,000,000) on an open dollars purchasing contract.
21. | PENSION COMMITMENTS
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £143,353 (2023: £202,950) . Contributions totalling £11,568 (2023: £6,138) were payable to the fund at the reporting date and are included in creditors. Page 24
DOUGLAS GILL INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024
22. | COMMITMENTS UNDER OPERATING LEASES
| At 30 September 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Not later than 1 year | 55,438 | 56,804
| Later than 1 year and not later than 5 years | 129,768 | 178,127
|  | 185,206 | 234,931
23. | RELATED PARTY TRANSACTIONS
| As a wholly owned subsidiary of Paddle Holdings Limited, the company has taken advantage of the exemption in Financial Reporting Standard 102 Section 33 "Related party disclosures" in not disclosing intra group transactions where 100% of the voting rights are controlled within the group. Key Management Personnel The Company directors are the key management personnel. Their remuneration has been disclosed in note 8.
24. | CONTROLLING PARTY
Gill Marine Holdings Limited is the immediate parent company and the controlling party of Douglas Gill International Limited. The results of the company are consolidated in Paddle Holdings Limited. Consolidated financial statements are available to the public and may be obtained from the Registrar of Companies, Crown Way, Maindy, Cardiff, CF14 3UZ under Paddle Holdings Limited, company number 13764165. The ultimate controlling parent is considered to be the protector committee of the Myers Purpose Trust.
Page 25