The directors present the strategic report for the year ended 31 March 2025. The directors, in preparing this strategic report, have complied with s414c of the Companies Act 2006.

Results and dividends

The consolidated loss for the year, after taxation, amounted to £52,361,768 (2024: £47,615,092) which will be deducted from reserves.

Directors do not recommend the payment of a dividend (2024: £nil).

Principal activities & review of the business

The company acts as a holding company for the Garrard and Stephen Webster Groups in the UK and overseas, whose principal activities during the year have been, and will continue to be, those of goldsmiths, silversmiths, jewellers and retailers of jewellery and luxury goods.

The Delltrade group comprises of Delltrade Limited, Garrard (UK) Group Limited, Garrard Holdings Limited, Garrard and Co. Limited, Garrard USA Limited, Stephen Webster Limited and Stephen Webster USA Inc.

The Group's Key Performance Indicators during the year were as follows:

2025         2024    

                     £'000         £'000    

Turnover                      15,090     16,895

Operating loss before interest              (2,388)     (5,474)

Key operational highlights

Retail sales growth has been the key focus of both operating brands and a relaunch of the Stephen Webster retail proposition in London is expected to deliver positive results. Garrard experienced a further uptick in Retail sales in the UK, and overall Margins remained strong throughout.

Overall, despite some successes 2025 was a relatively challenging year for the company’s two operating brands. The prolonged impact of the Russia Ukraine war as well as a deteriorating political environment in the Middle East and on-going economic concerns in China all made for more difficult than anticipated trading conditions. Nevertheless, opportunities are still presenting themselves on all trading fronts and an agile yet focused approach is being taken to ensure they are grasped firmly where suitable.

The company will continue to invest in growing both Garrard and Stephen Webster in the future, having taken steps to address Stephen Webster’s cost base and operating structure to enable it deliver improved revenues and drive towards profitability in future years. New retail plans are in train in London which are expected to deliver further penetration. Garrard continues to develop its product ranges focusing on best selling lines, and a review of the cost base has also been implemented to ensure it is optimised going forward.

Future developments

The directors expect the macro-economic trading environment to continue to be challenging throughout 2025 and beyond; they remain confident however that the strategy they are implementing, in particular the continued digitalisation of the business and the focus on sourcing high quality and rare gemstones for resale and expanding worldwide wholesale partnership agreements, will enable it deliver improved revenues and continue the company's progress towards profitability in future years.

Principal risks and uncertainties

The directors routinely identify and evaluate the material risks and uncertainties facing the business. The following are the principal risks that could materially affect the company's business. These are not exhaustive of the risks the company faces and some that the company does not currently believe to be material could later turn out to be material. These risks could materially affect the company's business, it's earnings, net assets liquidity and capital resources.

• The loss of key personnel is a risk that is mitigated by the regular review of remuneration packages and succession planning within the management team;

• The adverse effect of poor economic conditions in the UK and London retail markets could have a significant impact on the business given the concentration of our business in these areas. The company's on-going strategy is to increase our international distribution and sales;

• The adverse effect of poor economic conditions in countries where the company has it's main business. We mitigate this risk by thoroughly controlling credit limits;

• The disruption to or discontinuation of supplies from third party manufacturers could have a significant impact on the company's ability to meet its sales targets. This risk is mitigated by maintaining a spread of suppliers where possible and maintaining a company owned internal workshop;

• The failure or interruptions of the company's information technology systems would have a significant impact on the company’s operations. The company has a disaster recovery plan in place including dilapidation and backup of key records and information stored at a remote location;

• The company is exposed to various financial risks. Details of these risks and how the company mitigates them are addressed below in the section entitled 'Policy on financial risk management'.

• The removal of the VAT RES tax free shopping scheme is a risk to the company’s UK retail revenue as it deters international customers visiting and purchasing our products in the UK.

• The prolonged continuation of the Russia/Ukraine conflict and the more recent events in Israel & Palestine could also have a negative impact on the company’s international business.

Management will continue to closely manage working capital and monitor on-hand inventory levels during the year ahead.

Diamond Policy

The Kimberley Process is an international certification scheme that regulates the trade in rough diamonds. Its aim is to prevent the trade in conflict diamonds, while helping to protect the legitimate trade in rough diamonds.

We are proud to confirm that we only source diamonds from those countries that participate fully in The Kimberley Process certification scheme. Our in house workshops operate to the highest standards and we strive to ensure that all our vendors and suppliers also uphold these standards.

Today over 99% of all diamonds are certified through this process to be from conflict free sources. We only buy diamonds from trusted cutters and legitimate diamond suppliers, who also adhere to The Kimberley Process.

Our diamond sourcing strategy ensures that we purchase the most beautiful diamonds available which we are able to label by mine or origin.

Policy on financial risk management

The company is exposed to a variety of risks and uncertainties which may have a financial impact on the company and which also impact on the achievement of social economic and environmental objectives. These risks include strategic, commercial, operational and financial risks and are further categorised into risk areas to facilitate consolidated risk reporting across the Delltrade group.

Foreign exchange

UK Sterling is the functional currency of the company. However, the company has substantial transactions in US Dollars, which expose the company to fluctuations in foreign exchange rates. To manage this risk the company operates various US Dollar bank accounts and wherever possible matches all incoming and outgoing USD currency payments, thereby keeping its currency risk exposure as low as possible.

Credit risk

Credit risk for the company is managed through periodic review of customer profiles and accounts receivables balances. The company trades only with recognised creditworthy third parties and manages its customer accounts closely, applying strict credit control procedures.

Interest rate and liquidity risk

The company has no significant interest rate risk as at 31 March 2025. Loan finance from shareholders is on a fixed term basis. Payables are generally due to mature from one to three months. Liquidity risk is managed through short and medium term forecasting, which forms the basis to schedule loan finance in order to meet funding needs. Significant actions to limit operational cost and manage working capital levels have been taken in order to ensure that liquidity is maintained going forward.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2025.

The company acts as a holding company for the Garrard and Stephen Webster Groups in the UK and overseas, whose principal activities during the year have been and will continue to be, those of goldsmiths, silversmiths, jewellers and retailers of jewellery, watches and luxury goods.

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

The results for the year are set out on page 11.

No ordinary dividends were paid.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Between 1 April 2025 and the date of approval of these financial statements Delltrade Limited and its subsidiary companies received loan funding of $500,000 from Yucaipa American Alliance Fund II and its Parallel Fund, Delltrade Limited's parent company.

After the year end, the Group undertook a restructuring of its intercompany loan balances as part of a wider internal reorganisation. This included the execution of promissory notes between Delltrade Limited and its subsidiaries on 4 August 2025, revising the intra‑group loan positions.

There have been no other material post balance sheet events that would require disclosure or adjustment to the financial statements.

Saffery LLP have expressed their willingness to continue in office.

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the ;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and 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 auditor of the company 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 auditor of the company is aware of that information.

The directors believe that, after making enquiries of their ultimate parent undertaking, Yucaipa American Alliance Fund II, LP and it's Parallel Fund, they have a reasonable expectation that the company and group have adequate resources to continue in operational existence for the foreseeable future. The group has obtained a letter from its ultimate parent undertaking confirming that they will continue to provide or arrange to provide resources to enable them to continue that financial support, for a period of at least 12 months from date of signing of these financial statements.

The group has prepared cash flow forecasts covering a 12 month period from the date of approval of these financial statements. In preparing these forecasts, the group has considered the principal areas of uncertainty within the forecasts and the underlying assumptions, in particular those relating to market risks, cost management and working capital management. Specifically, the forecasts also consider any ongoing impact of the current cost of living crisis and other macro-economic factors. These forecasts show that the company and parent undertaking continue to have sufficient levels of cash for the forecast period with the ongoing financial support from its ultimate parent undertaking.

The shareholder funding is secured on the assets of the company and its subsidiaries. Interest is charged at the rate of 15% per annum compounded quarterly. As at 31 March 2025, the amount of the loan stands at £379,553,094 (2024: £327,314,678), made of £68,538,359 (2024: £65,156,842) of funding and £311,014,735 (2024: £262,157,836) of interest and foreign exchange movements. The loan maturity date is 31 January 2027.

We have audited the financial statements of Delltrade Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 group and of the parent company's affairs as at 31 March 2025 and of the group's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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 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.

In the light of the knowledge and understanding of the group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, 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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have 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.

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.

Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above 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. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 parent 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 parent 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 parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £52,238,416 (2024 - £48,538,236 loss).

Delltrade Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is 24 Albemarle Street, London, W1S 4HT.

The group consists of Delltrade Limited and all of its subsidiaries.

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, modified to include certain financial instruments at fair value, where applicable. The principal accounting policies adopted are set out below.

The 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 for parent company information presented within the consolidated financial statements:

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

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

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

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

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The group financial statements incorporate those of Delltrade Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

The directors believe that, after making enquiries of their ultimate parent undertaking, Yucaipa American Alliance Fund II, LP and it's Parallel Fund, they have a reasonable expectation that the company and group have adequate resources to continue in operational existence for the foreseeable future. The group has obtained a letter from its ultimate parent undertaking confirming that they will continue to provide or arrange to provide resources to enable them to continue that financial support, for a period of at least 12 months from date of signing of these financial statements. In addition to this the loans from the ultimate parent undertaking are all on extended terms with a maturity date over one year and no repayment required in the next 12 months.

The group has prepared cash flow forecasts covering a 12 month period from the date of approval of these financial statements. In preparing these forecasts, the group has considered the principal areas of uncertainty within the forecasts and the underlying assumptions, in particular those relating to market risks, cost management and working capital management. Specifically, the forecasts also consider as far as possible the impact of the current cost of living crisis and macro-economic factors. The directors acknowledge there are potentially significant sensitivities to the cash flow forecast given the current trading conditions and factors outside of the group control. These forecasts show that the group continue to have sufficient levels of cash for the forecast period with the ongoing financial support from its ultimate parent undertaking.

Accordingly, the financial statements have been prepared on a going concern basis.

Turnover, which is stated net of value added tax, represents amounts derived from the retail sale of luxury goods, jewellery and watches which fall within the Group's ordinary continuing activities. Turnover is recognised at the point of transfer of risks and rewards of ownership.

Trademark costs capitalised relate to external costs incurred in obtaining patents and trademark protection globally.

Amortisation 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:

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 recognised in the income statement.

Shares in subsidiaries are valued at historical cost less provision for permanent impairment. The directors perform impairment reviews annually.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and net realisable value. Cost includes materials, direct labour and an attributable proportion of direct overheads. Net realisable value is based on estimated selling price, les further costs expected to be incurred prior to sell. Cost is determined using a weighted average cost. Stock provisions are made for obsolete and defective stock.

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.

From time to time the Group enters into agreements whereby goods are supplied to the Group on a consignment basis. No deposits are paid by the company under these agreements. These goods are not recorded as stock on the Group's balance sheet at the period end.

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 group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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, 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 group 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 group 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 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 group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group 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 group.

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 income statement 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 group’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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. 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.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

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

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date according to a reputable third-party source. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction according to HMRC approved rates. All differences are taken to the profit and loss account.

Profit and losses of subsidiaries and branches which have currencies of operation other than sterling are translated into sterling at the average rate for the year for Delltrade according to a reputable third-party source. Assets and liabilities are translated at the period end exchange rate according to a reputable third-party source. Exchange differences arising from the translation of the opening net assets of subsidiaries, which have currencies of operation other than sterling, are taken to reserves.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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

Included within stock at the balance sheet date is a provision in respect of obsolete and slow-moving stock lines. The provision is based on an assessment of the projected volume, timing and value of future sales stock, and the costs of realisation, and it estimated based on historical sales data and the experience of management.

At each balance sheet date each subsidiary evaluates the collectability of trade receivables and records provisions for doubtful debts based on experience including comparisons of the relative age of accounts and consideration of actual write-off history. The actual level of debt collected may differ from estimated levels of recovery and could impact future operating results positively or negatively.

Management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with an assessment of future tax planning strategies. Management has made a judgement that a deferred tax asset should be recognised for the value of tax losses carried forward due to uncertainty regarding the level and timing of future taxable profits against which these losses can be utilised.

Trademark costs capitalised relate to external costs incurred in obtaining patents and trademark protection globally. Trademarks are amortised on a straight line basis over 10 years. Management has considered it to be reasonable to amortise the intangible assets over a 10 year period using the straight line method because this amount of time is considered to conservatively reflect the durability of the trademarks. Management measures the durability of each trademark by reviewing the intended use and future renewals at the end of each reporting period.

The group conducts an impairment review of the fixed assets held by the group whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable or tests for impairment annually in accordance with the relevant accounting standards. Determining whether an asset is impaired requires an estimation of the recoverable amounts which requires the group to estimate the value in use which is based on future cash flows and a suitable discount factor in order to calculate the present value. Where the actual cash flows are less than expected, an impairment loss may arise. After reviewing the business environment and the group's strategies and past performance of its cash generating units, management concluded that there was no impairment of fixed assets at the current year end.

All turnover relates to the group's principal activity.

The amortisation of intangible assets is included within administration expenses.

Exchange differences recognised in profit or loss during the year, except for those arising on financial instruments measured at fair value through profit or loss, amounted to a gain of £5,553 (2024: £772,380 loss).

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

Their aggregate remuneration comprised:

The amounts disclosed above represent the remuneration for the qualifying services of the directors of the company. Remuneration for 1 of the 2 directors of the company is paid directly by the company. The company is also making contributions to the directors’ pension plan. The costs for the remaining director’s emoluments for qualifying services performed are trivial and are borne by an affiliate of Yucaipa American Alliance Fund II, LP, the ultimate parent.

Key management personnel’s emoluments are included within administrative expenses.

The interest charge relates to shareholder funding. Interest is charged at the rate of 15% per annum, compounded quarterly.

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

A deferred tax asset has not been recognised on tax losses carried forward as, in the opinion of the directors, it is unlikely that these losses will reverse in the foreseeable future.

The total unrecognised deferred tax asset for the company as at 31 March 2025 is £99,480,069 (2024: £86,848,557).

Details of the company's subsidiaries at 31 March 2025 are as follows:

The registered office of the subsidiaries based in England and Wales is 24 Albemarle Street, London, W1S 4HT.

The registered office of the subsidiaries based in the United States is 42 West 48th Street Suite 1001

New York 10036.

The registered office of the subsidiary based in China is Room 311 Building 4, 795 West Chuangxin Road, China.

At 31 March 2025, the amount of consignment stock held by the company was £276,258 (2024: £1,388,410). Consignment stock is not included in the balance sheet as ownership is not transferred until the point of sale.

The above amount includes a stock provision amount of £963,636 (2024: £1,026,211), and the expense has been recognised in cost of sales in the income statement.

No amount of the inventories has been pledged as security in 2025 or 2024.

The total above amount includes a bad debt provision amount of £59,964 (2024: £41,811) and the amount has been recognised in administrative expenses within the income statement.

In 2021, the group entered in to a fixed rate loan agreement for £50,000 with HSBC Plc attracting an annual interest of 2.5%, after one year from the date the loan was granted. The loan is due for repayment in monthly instalments and to be repaid in full by 28 September 2026. The balance at 31 March 2025 was £14,349 (2024: £24,998). This lending facility is supported by the Bounce Back Loan Scheme (BBLS), managed by the British Business Bank with the financial backing of the Secretary of State for Business, Energy and Industrial Strategy.

The shareholder funding is secured on the assets of the company and its subsidiaries. Interest is charged at the rate of 15% per annum compounded quarterly. At the year end the maturity date was set at 31 January 2027 and the parent undertaking have confirmed in writing they will continue to provide financial support.

The above provision relates to dilapidations on properties held under an operating lease arrangement.

A defined contribution pension scheme is operated for all qualifying group employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Each Ordinary share is entitled to one vote on a poll and a right to participate pari passu in distributions.

Preference shares do not carry any voting rights. Preference shares have a right of payment of £0.00001 per Preference share in advance of any distribution of capital (including winding up). The preference shares are only redeemable on a sale of the business and the preference shareholders do not have any right to determine the date of a sale.  As the date of any sale is determined by the equity shareholders, the preference shares are considered to be equity.

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

The group leases its rental properties on various terms, including fixed rental subject to periodic rent review.

The company had no other commitments as at 31 March 2025 (2024: Nil).

Between 1 April 2025 and the date of approval of these financial statements Delltrade Limited and its subsidiary companies received loan funding of $500,000 from Yucaipa American Alliance Fund II and its Parallel Fund, Delltrade Limited's parent company.

After the year end, the Group undertook a restructuring of its intercompany loan balances as part of a wider internal reorganisation. This included the execution of promissory notes between Delltrade Limited and its subsidiaries on 4 August 2025, revising the intra‑group loan positions.

There have been no other material post balance sheet events that would require disclosure or adjustment to the financial statements.

The remuneration of key management personnel, excluding directors' remuneration as disclosed in note 7, is as follows:

During the year the group entered into the following transactions with related parties in the ordinary course of business.

The provision of finance including loans and interest charged from the ultimate parent undertaking Yucaipa American Alliance Fund II and its Parallel Fund. Details of the loan balance and the terms of the loan are included in note 17 of the financial statements.

The group made sales totalling £36,100 (2024: £8,200) to the directors, their close family members and key management personnel of the Group during the year.

As at 31 March 2025, the company was owed £33,490 (2024: £1,257) from key management personnel.

At the year end, stock to the value of £nil (2024: £nil) was held on consignment by the directors and their close family members.