The director presents the strategic report for the year ended 31 March 2025.

In FY25 the company continued to invest in the brand and its people, systems and infrastructure to support our long-term growth ambitions and in pursuit of its vision to be the global leader in all strength sports.

Finance Review 

Turnover for FY25 was £16.2m, 13% below prior year turnover of £18.7m, driven by the unwind of overstocked positions that a number of our wholesale distributors had coming into the start of the year and challenging global economic conditions. As a result of reduced sales volumes, gross margin for FY25 was £6.7m down £0.3m from £7.0m in the prior year

In terms of underlying profitability, the company continued to deliver a strong gross margin performance, delivering 41.3% in FY25. This was an increase of 3.7% over the 37.6% achieved in prior year, the level of which was in part impacted by non-recurring production inefficiencies associated with the move into our new Sheffield headquarters at the start of FY24. 

In response to the reduction in turnover we reset our overhead cost base in FY25 which included making the difficult decision to reduce headcount to better align our production relative to sales; this resulted in 53 roles being lost. As a result of this, administrative expenses fell by £0.3m from £6.3m to £6.0m

EBITDAE for FY25 was £1.3m, marginally up on EBITDAE generated in FY24, with the reduction in gross margin offset by reduced administrative expenses. 

Commercial Review

Our two limited-edition releases in the year, Reflect and Forge, proved popular colourways, including the release of our first-ever limited-edition belt in Forge and continued expansion of our apparel range within both collections. 

During the year we continued to grow our global footprint and launched distribution into six new countries: Malaysia, Philippines, Qatar, Kuwait, Austria and Indonesia. After year-end we have continued this expansion with distribution launches into Bulgaria, Thailand, and Romania.

We continue to develop innovative products valued by our consumers and in FY25  launched improved iterations of our classic 7mm knee sleeve, wrist wraps, and elbow sleeves. 

We are delighted with the continued strong performance of our social media channels and the high levels of brand engagement from our community. In FY25 our global Instagram channel generated 24m views with a reach of 12m users. 

As noted previously we see a great opportunity for the brand through our diversification into Olympic weightlifting and, as detailed further below, we are delighted to have further developed and deepened our relationship with the International Weightlifting Federation (IWF), executing an eight-year partnership agreement and becoming an official partner in the subsequent year.

Subsequent to the year-end, as part of this partnership we were excited to launch our first SBD weightlifting costume and to supply newly designed national singlets to the teams from Great Britain, Bahrain, Qatar, Malta, Romania and the IWF World Refugee Team competing at the 2025 World Championships in Førde, Norway 

Sports Partnerships Review

Our strong relationships with over 160 formerly sponsored athletes, the International Powerlifting Federation (IPF), and many of its national and regional affiliates, and the World’s Strongest Man have been instrumental in establishing our brand. We continue to expand our roster of sponsored national teams and are proactive in supporting our distributors to enhance engagement and promote strength sports at a grassroots level. 

We see great opportunity for the brand within Olympic weightlifting and we are delighted that, after developing our relationship with the IWF, we were able to announce an eight-year partnership in December 2024 and then subsequently execute a formal partnership agreement to become an official partner of the IWF and their official weightlifting costume supplier for the period 2025 - 2032 at the World Championships in Førde, Norway.

Our move into the sport of Olympic Weightlifting is a natural evolution for our brand, building upon pre-existing organic use of our products among athletes across all levels. There is a lot of synergy between SBD and the IWF and we are looking forward to partnering with them to grow and support the sport, as we have done previously within strongman and powerlifting. 

These partnerships not only enhance our brand’s visibility and credibility within the industry but also align us with key stakeholders who share our commitment to excellence and performance. Their support and collaboration have played and will continue to play a vital role in driving growth, engaging our audience, driving brand loyalty, and solidifying our position as a leader in the field. 

Events review

In January 2025 we organised the third Sheffield Powerlifting Championships, sanctioned by the IPF, at Sheffield City Hall. The event was a resounding success with a sold out venue, generating over 28 million event and campaign views across our social channels. 23 world records were broken and the event significantly contributed to the growing profile of powerlifting.

The fourth Sheffield Powerlifting Championships will take place on 31 January 2026 and is yet again a sell-out event, with tickets having sold out within eight hours of release. 

Having our newly designed national singlets worn by teams competing at the IWF World Championships in Førde, Norway, was a fantastic way for us to announce our arrival in the sport of Olympic weightlifting and provided great visibility for the brand. In addition to supporting future IWF events, we are looking forward to the next two Olympic Games in LA and Brisbane, where weightlifting will be prominent, providing unrivalled exposure for the SBD brand. 

Operations review 

At the start of the prior financial year we moved into our purpose-built headquarters on the Advanced Manufacturing Park, Sheffield. The relocation was the result of five years of work and a total investment of over £12m, which saw the company consolidate production lines under one roof. The increased space allows for greatly increased production capacity, enabling greater efficiency. It has made new production lines possible and will allow us to capitalise on the multiple growth opportunities that exist for the business.

As part of our drive to promote our UK manufacturing, SBD Traceability allows all garments customers to look up their product and see all the stages of production and the staff members involved. This level of transparency and traceability is a first within our space.

Quality is at the heart of our products, and we are committed to reflecting that quality throughout the business. We are making progress towards IS9001 certification, which will provide further confidence to stakeholders of our commitment to continuous improvement, as well as enabling us to enhance the resilience and effectiveness of our ongoing processes.

People review

The wellbeing of our workforce remains a priority and we provide a strong employee proposition, including a free staff canteen, health checks, and healthy living support. During the year we achieved the Be Well At Work Gold award, recognising the value we place on our staff. 

Additionally, we develop the capabilities of our staff through apprenticeships and college courses, so that we can elevate our workforce and bring additional skills to the business. We have provided structured training to help staff develop the skills needed to fulfil their roles. These investments in our people help facilitate structured role progression for employees, aid recruitment, and boost career progression, retention, and morale. 

Our core values are encapsulated in the SBD CODE (Caring, Open, Dependable, and Empathic). The CODE, alongside the employee forum, mental health ambassadors, and values ambassadors, all contribute toward the business achieving a high employee satisfaction rate. 

There have been two senior leadership additions since the last report. Simon Clegg CBE was added to the group as the chairman of the board of directors, along with Andrew Sills joining as Finance Director. 

Simon brings a wealth of leadership experience in sports governance, event management, and strategic leadership that will be invaluable to the business as it continues to grow and innovate, having served as Chief Executive of the British Olympic Association, CEO of Ipswich Town Football Club, and played a key role in leading the national political and PR campaigns that secured London’s successful bid for the 2012 Olympic Games. 

Andrew brings over three decades of financial expertise and senior leadership to the business, having previously spent 21 years at KPMG and 10 years as CFO and Finance Director of branded consumer businesses, supporting growth and guiding financial strategy. 

In February, the group mourned the sudden passing of Dame Julie Kenny DBE DL. Dame Julie provided significant support to the senior leadership team, with her vast network across the local and national business communities and a wealth of experience in manufacturing and business leadership. The board greatly appreciated her support and challenge, and her presence in meetings will be sincerely missed.

Principal risks and uncertainties 

The company is vertically integrated, giving control over as many aspects of production and distribution as possible to ensure we offer the highest quality products and a premium experience for the end consumer. 

Where practical we continue to maintain production in-house as we value UK manufacturing and the ability to control product quality, however this does leave the company exposed to labour capacity, skills, and raw material risks. We offset this through our diverse product range and the adaptability of our staff. 

Over the last decade the company has established a long-term supply chain which has grown in parallel with us. We value the strong and enduring collaborative relationships we maintain with our existing suppliers. Their continued commitment and ability to align with the company 's evolving requirements play a critical role in our operational success. These partnerships ensure a reliable supply chain, enabling us to meet market demands efficiently and sustainably. 

The majority of our raw material purchases and our overseas wholesale distributors are invoiced in Pounds. As such our exposure to currency fluctuations is primarily from sales into the US and overhead costs in relation to our US operations. This risk is minimised through the use of currency forwards and internal hedges. 

Interest rates remain high compared to recent years. The interest costs combined with the capital repayments of our debt pose a risk to liquidity. As we continue to grow the brand and promote strength sports the company’s working capital requirement also poses liquidity risk. Through collaboration with our funding partners and stakeholders these risks are mitigated, and we are fortunate to work with supportive partners ensuring the working capital and liquidity needs of the business are met.

Our focus remains on building an iconic British brand, which is the global leader in all strength sports. To achieve this we continue to make significant long-term investments that will best unlock the long-term opportunities of the business

The business has a strong new product development pipeline in place for future years and we proactively work with athletes to create ever more tailored and innovative products, which will further diversify and complement our range, all of which will be manufactured to the highest standards in the UK. 

To help us maximise our return on our new product development investment, the business is pleased to have entered a knowledge transfer partnership with Sheffield Hallam University to help it adopt a scientifically driven, evidence-based approach to its development activities and to leverage the University’s expertise in the mechanical characterisation of materials, biomechanical sports design and performance testing.

In 2026, as part of our official partnership with the IWF we will launch further new products specifically designed for the weightlifting community, including belts, wrist supports and bandages to sit alongside the weightlifting costume we launched in October 2025. 

From a broader range perspective, we are planning three limited-edition releases in FY27 and a refresh of our classic red and black range. These releases will include the launch of several innovative new styles of sportswear.

As we look forward, there are multiple market opportunities for the brand, and with the additional capacity that the new headquarters and the expanded management team provide, we are confident that the business is in a better position than ever to drive the next stage of growth.

On behalf of the board

The director presents his annual report and financial statements for the year ended 31 March 2025.

The principal activity of the company continued to be manufacture of other wearing apparel and accessories.

The results for the year are set out on page 10.

No ordinary dividends were paid. The director does not recommend payment of a final dividend.

The director who held office during the year and up to the date of signature of the financial statements was as follows:

The auditor, BHP LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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. He is 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.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of SBD Apparel Limited (the 'company') for the year ended 31 March 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 31 March 2025 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 director's 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 director 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 director is 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.

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 director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the director's 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 director's 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 director's 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 director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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 auditor's 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

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 had 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 other management, and from our commercial knowledge and experience of the powerlifting and bodybuilding sector;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation;

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates in the accounts were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• reading the minutes of meetings of those charged with governance; and

• enquiring of management as to actual and potential litigation and claims.

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.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

SBD Apparel Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 2B Lanchester Way, Catcliffe, Rotherham, England, S60 5FX.

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

The financial statements of the company are consolidated in the financial statements of SBD Group Limited. These consolidated financial statements are available from its registered office, Unit 2b Lanchester Way, Catcliffe Rotherham, S60 5FX.

The directors have performed an assessment of going concern at a Group level, including a review of the Group's current cash position, available banking facilities and financial forecasts for 202true6 and 2027, including the ability to adhere to banking covenants over the going concern window. In doing so the Directors have consulted with key stakeholders including financers and also considered current trading trends in our markets and extensive actions already undertaken to protect profitability and liquidity.

Having considered the above factors, the directors are of the opinion that sufficient resources are in place to enable the business to continue to operate as a going concern for a period of 12 months following the date of this report.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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 creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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 proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Monte Carlo model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’s accounting policies, the director is 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.

Where options have been issued to certain individuals, the directors are required to value those options in accordance with financial reporting standards. Where a recent transaction price is not available a suitable valuation technique is required instead to value those options at their fair value. Inherently in this assessment of fair value the directors are required to make assumptions on inputs into the pricing model and the assessment of any non-market vesting conditions. These factors therefore, represent aspects that have a higher degree of management judgment impacting the financial statements.

The group makes sales on a retail basis via its ecommerce platform in the UK and USA. Globally, the group has unconnected authorised distributors in over 40 countries who sell SBD products on a retail basis within their territory. In regions where the group does not have a local distributor in place, customers are able to place orders via the UK ecommerce platform. More information on the regional distributors can be found at https://sbdapparel.com/pages/retailers. There is no disclosure of turnover split by sale type or geographical region as in the opinion of the director this information is deemed to be commercially sensitive.

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

Their aggregate remuneration comprised:

The actual (credit)/charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

The bank loan outstanding at the prior year was secured by a fixed and floating charge over all assets of the company and was repayable over 5 years from October 2021 at an interest rate of 2.71% above the base rate.

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Hire purchase creditors are secured on the assets to which they relate.

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

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The options outstanding at 31 March 2025 had an exercise price ranging from £24.79 to £134.61, and a remaining contractual life of 1-3 years.

EMI Share options are awarded to key personnel to incentivise and encourage their long-term commitment to the group. Management is required to use an appropriate pricing model to value the issue of equity to employees or those providing similar services. Fair value is measured by use of an appropriate option pricing model with the value of each tranche of share options considered separately at the date of grant. Any charge to the profit or loss account in respect of the options is a function of the model.

In 2025, the Directors of the Group were of the opinion that the fair value of the options are immaterial, and accordingly did not reflect any charge in the profit or loss account.

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:

During the year, £nil (2024: £12,000) was paid to a director for consultancy services.

The parent undertaking is SBD Group Limited, a company incorporated in England & Wales. The smallest and largest group of which the company is a member and for which financial statements are prepared is SBD Group Limited. Copies of the financial statements of SBD Group Limited are available from Unit 2B Lanchester Way, Rotherham, S60 5FX.

The ultimate controlling party is Benjamin Banks by virtue of his shareholding in SBD Group Limited.