Genesco (UK) Limited

	Page
Strategic Report	1—2
Directors' Report	3—4
Independent Auditor's Report	5—7
Statement of Comprehensive Income	8
Balance Sheet	9
Statement of Changes in Equity	10
Notes to the Financial Statements	11—16

The directors present their strategic report for the period ended 1 February 2025.

Review of the Business

The company was incorporated on 13 June 2011 and its financial year ends on the Saturday closest to 31 January. On 23 June 2011 the company acquired the entire share capital of Schuh Group Limited, a company registered in Scotland for consideration of £79,046,151.

Genesco (UK) Limited issued Loan Notes to Genesco Jersey Ltd in January 2012. Genesco (UK) Limited then issued these on The International Stock Exchange (TISE) in February 2012 at a value of £44,985,155 at a fixed coupon rate of 7.7% redeemable in June 2021. On April 14, 2020, the company refinanced its loan notes listed on the International Stock Exchange. In the financial period ending 30 January 2021, Schuh Group Limited declared a dividend distribution of £50,000,000 to the company, and the company issued a new £36,461,107 note payable to Genesco Jersey Limited with an interest rate of 3.9% and a maturity date of April 2025. The company used the dividend distribution and the new loan note to repay its existing loan of £86,461,107 with Genesco Jersey Limited. This debt was listed on The International Stock Exchange on January 28, 2021.

The following important events affected the company since the year end:

On 28 July 2025 the company issued Ordinary share capital of £1 to Genesco Inc. including £75,789,275 of share premium to acquire 100% of the Ordinary Share Capital of Genesco Jersey Ltd.

On 28 July 2025, the principal and associated interest on the loan notes was settled in full by virtue of a distribution from Genesco Jersey Ltd as part of an offset deed agreement.

On 29 July 2025, the company was assigned loan notes of £30,500,000 from Genesco Jersey Ltd that have been issued by Schuh Ltd. The terms of the loan notes were also amended to extend the maturity date to ten years from the initial issuance date and to attract interest at a floating rate based on the 12-month SONIA swap rate.

Another key feature of the entity's financing arrangement is the Revolving Credit Facility which was agreed on 31 January 2018 and amended on 28 January 2022 and matures on 28 January 2027. The current balance as at 1 February 2025 is £nil (2024: £nil).

Interest payable was £1,662,813 (2024: £2,064,820).

The loss for the period after taxation amounted to £1,688,499 (2024: loss of £2,101,679).

Principal Risks and Uncertainties

In view of its limited activities, the company is only exposed to risks arising from:

Investment risk, in that the value of its investment in Schuh Group Limited could fall below its historical cost carrying value. Schuh Group seeks to maintain and improve its revenues through differentiation in its delivery of high standards of customer service. Costs are carefully controlled through commercially sound authorisation procedures and regular, sophisticated management reporting. The carrying value of investments is reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

Interest rate risk, the company is exposed to fair value risk on the fixed rate from the loan notes issued and cash flow risk from the variable rates on the revolver facility. Interest rate risk is monitored and reviewed through the Group treasury function.

Liquidity risk, in that the company will encounter difficulty in meeting obligations associated with financial liabilities. The company manages liquidity risk via revolving credit facilities and long-term debt. The company also manages liquidity risk via financial support from its ultimate parent company, Genesco Inc.

Financial risk management objectives and policies

The company does not permit trade in any financial instruments or derivatives. The only significant financial instrument is debt that is issued by Genesco UK Ltd on the International Stock Exchange and held by Genesco Jersey Ltd. This was settled in full post year end.

Key performance indicators

Measurement of the company's performance is consistently applied and control is exercised by local and divisional management. The company has a budgeting system in place whereby actual performance is measured against budget on a monthly reporting timetable. As the principal activity of the company is that of an investment holding company, management has not assigned any key performance indicators.

Environment

The directors have determined that there is no material impact from climate change known about now or that could arise in the future given the principal activity of the company is that of an investment holding company which is part of the Genesco Inc. group.

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Genesco (UK) Limited

Strategic Report (continued)

For the Period 4 February 2024 to 1 February 2025

Section 172(1) Statement

The directors are well aware of their duty under s172 of the Companies Act 2006 to act in the way which they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole and, in doing so, to have regards (amongst other matters) to:

The likely consequences of any decision in the long term;

The interest of the company's employees;

The need to foster the company's business relationships with suppliers, customers, and others;

The impact of the company's operation on the community and the environment;

The desirability of the company maintaining a reputation for high standards of business conduct; and

The need to act fairly as between members of the company.

As the principal activity of the company is to act as an intermediate holding company, the company has no employees and no external customers or suppliers. Therefore, the Board primarily considers the interest of its sole member and ultimate parent company, Genesco Inc., with regard to performing their duties under section 172. Board meetings are held regularly where the company's activities are considered and decisions are made. All Board decisions made during the year were to promote the success of both the company and its ultimate parent company and were in line with the strategic goals and objectives of the group. All directors receive information to ensure that they have regard to section 172 when making relevant decisions.

On behalf of the board

Mr Parag Desai

Director

17 November 2025

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Genesco (UK) Limited

Company No. 07667223

Directors' Report For the Period 4 February 2024 to 1 February 2025

Directors' Report

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

Principal Activity

The principal activity of the company is that of an investment holding company which is part of the Genesco Inc. group.

Future Developments

The company expects similar activity in the 2026 financial period, continuing as a holding company.

Directors

The directors who held office during the period were as follows:

Mr Scott Becker

Mr Parag Desai

Ms Mimi Vaughn

Qualifying Third-party and Pension Scheme Indemnity Provision

The company has made qualifying third party indemnity provisions for the benefit of its directors during the period. These provisions remain in force at the reporting date.

Streamlined Energy and Carbon Reporting

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Going Concern

The directors have undertaken an exercise to review the appropriateness of the continued use of the going concern basis. The company's business activities, a review of the business and a description of the principal risks and uncertainties together with the company's final risk management objectives and policies and narrative regarding its exposure to key financial risks are outlined in the strategic report.

At 01 February 2025 the company had net assets of £35.0m, and net current liabilities of £7.5m, including amounts owed to group undertakings of £44.5m. The company's loss for the year of £1.7m was principally related to interest expenses on the amount owed to group undertakings.

The company is in a net asset position as at 01 February 2025. The directors have considered the company's cash position and forecast cashflows for at least 12 months from the date of these financials. The directors have considered the refinancing and restructuring of the loan notes held by the company that completed post year end (refer to note 14). The refinancing has removed the company’s debt service obligations, will generate an increase in future interest income and has significantly strengthened the balance sheet position of the company.

The directors consider that the company has adequate resources to continue in operation for the foreseeable future and accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Matters covered in the Strategic Report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial instruments risk management objectives and policies as well as detailing engagement with suppliers, customers and others as part of the company's Section 172 statement where relevant.

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing the financial statements the directors are required to:

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Genesco (UK) Limited

Directors' Report (continued)

For the Period 4 February 2024 to 1 February 2025

Statement of Directors' Responsibilities - continued

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards, comprising FRS102, have been followed subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Directors' Report is approved:

so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Independent Auditors

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

On behalf of the board

Mr Parag Desai

Director

17 November 2025

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Independent Auditor's Report

to the Members of

Genesco (UK) Limited

Independent Auditor's Report

Opinion

We have audited the financial statements of Genesco (UK) Limited for the period ended 1 February 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes of Equity and the related notes, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice), .

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 1 February 2025 and of its loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions Relating to Going Concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the entity's ability to continue as a going concern for a period of at least 12 months from when the financial statements are authorised for issue.

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

Other Information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on Other Matters Prescribed by the Companies Act 2006

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

the information given in the Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on Which We Are Required to Report by Exception

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

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

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records or 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.

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Independent Auditor's Report (continued)

to the Members of

Genesco (UK) Limited

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3—4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available. All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

Companies Act 2006;

UK Tax legislation; and

UK Generally Accepted Accounting Practice.

We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, external inspections, relevant correspondence with regulatory bodies and board meeting minutes. We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

Management override of controls

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;

Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;

Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;

Completion of appropriate checklists and use of our experience to assess the company’s compliance with the Companies Act 2006; and

Agreement of the financial statement disclosures to supporting documentation.

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

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Independent Auditor's Report (continued)

to the Members of

Genesco (UK) Limited

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 that 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.

James Hamilton (Senior Statutory Auditor)

for and on behalf of Johnston Carmichael LLP , Statutory Auditor

17 November 2025

Johnston Carmichael LLP

227 West George Street

Glasgow

G2 2ND

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Genesco (UK) Limited

Statement of Comprehensive Income

For the Period 4 February 2024 to 1 February 2025

Statement of Comprehensive Income

		1 February 2025	3 February 2024
	Notes	£	£
Administrative expenses		(25,686 )	(36,859 )

OPERATING LOSS		(25,686 )	(36,859 )
Interest payable and similar charges	5	(1,662,813 )	(2,064,820 )

LOSS FOR THE FINANCIAL PERIOD		(1,688,499 )	(2,101,679 )
OTHER COMPREHENSIVE INCOME FOR THE PERIOD		-	-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD		(1,688,499 )	(2,101,679 )

The notes on pages 11 to 16 form part of these financial statements.

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Genesco (UK) Limited

Balance Sheet

As At 1 February 2025

Balance Sheet

Registered number: 07667223

		1 February 2025		3 February 2024
	Notes	£	£	£	£
FIXED ASSETS
Investments	7		79,046,151		79,046,151

			79,046,151		79,046,151
CURRENT ASSETS
Debtors	8	366,891		334,391
Cash at bank and in hand		77,571		129,047

		444,462		463,438
Creditors: Amounts Falling Due Within One Year	9	(7,990,056 )		(6,327,247 )

NET CURRENT ASSETS (LIABILITIES)			(7,545,594 )		(5,863,809 )

TOTAL ASSETS LESS CURRENT LIABILITIES			71,500,557		73,182,342

Creditors: Amounts Falling Due After More Than One Year	10		(36,531,098 )		(36,524,384 )

NET ASSETS			34,969,459		36,657,958

CAPITAL AND RESERVES
Called up share capital	12		37,340,663		37,340,663
Profit and Loss Account			(2,371,204 )		(682,705 )

SHAREHOLDERS' FUNDS			34,969,459		36,657,958

On behalf of the board

Mr Parag Desai

Director

17 November 2025

The notes on pages 11 to 16 form part of these financial statements.

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Genesco (UK) Limited

Statement of Changes in Equity

For the Period 4 February 2024 to 1 February 2025

Statement of Changes in Equity

	Share Capital	Profit and Loss Account	Total
	£	£	£
As at 28 January 2023	24,828,385	1,418,974	26,247,359
Loss for the year and total comprehensive income	-	(2,101,679 )	(2,101,679)

Arising on shares issued during the period	12,512,278	-	12,512,278

As at 3 February 2024 and 4 February 2024	37,340,663	(682,705 )	36,657,958


Loss for the period and total comprehensive income	-	(1,688,499 )	(1,688,499)

As at 1 February 2025	37,340,663	(2,371,204 )	34,969,459

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Genesco (UK) Limited

Notes to the Financial Statements

For the Period 4 February 2024 to 1 February 2025

Notes to the Financial Statements

1. General Information

Genesco (UK) Limited is a private company, limited by shares, incorporated in England & Wales, registered number 07667223 . The registered office is 5 New Street Square, London, EC4A 3TW.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company.

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 (where applicable to the company):

Section 7 'Statement of Cash Flows': Presentation of a statement of cash flow and related notes and disclosures:

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

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

Section 33 'Related Party Disclosures': Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Genesco Inc. These consolidated financial statements are available from its registered office, 535 Marriott Drive, Nashville, TN 37214, USA.

The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Genesco (UK) Limited is a wholly owned subsidiary of Genesco Inc and the results of Genesco (UK) Limited are included in the consolidated financial statements of Genesco Inc which are available from that company's registered address which is outlined above.

2.2. Going Concern Disclosure

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Genesco (UK) Limited

Notes to the Financial Statements (continued)

For the Period 4 February 2024 to 1 February 2025

2.3. Significant judgements and estimations

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

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

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Carrying value of investments

At each reporting period end date, the directors review the carrying value of the company's fixed asset investments 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). The assessment of recoverable amount involves judgement over net sales value and future cash generation attributable to the underlying assets. The carrying value of fixed asset investments at the reporting date is outlined at note 7.

2.4. Investments

Interest in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the statement of comprehensive income.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

2.5. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks and bank overdrafts.

2.6. Financial Instruments

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

Basic financial assets, which include certain 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.

Impairment of financial assets

Financial assets 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 the statement of comprehensive income.

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 the statement of comprehensive income.

Derecognition of financial assets

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.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

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Genesco (UK) Limited

Notes to the Financial Statements (continued)

For the Period 4 February 2024 to 1 February 2025

2.6. Financial Instruments - continued

Basic financial liabilities

Basic financial liabilities, including certain creditors, loans from fellow group companies and other borrowings, 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.

Derecognition of financial liabilities

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

2.7. Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income 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

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 statement of comprehensive income, 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.

2.8. Reporting Period

The company prepares its financial year end to the Saturday closest to 31 January. For the current reporting period this has resulted in the financial statements being prepared for the period from 4 February 2024 to 1 February 2025. The comparative financial statements, prepared on the same basis cover the period 29 January 2023 to 3 February 2024 and as a result the comparative results (including related notes) are not directly comparable.

2.9. Equity Instruments

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.

3. Auditor's Remuneration

Remuneration received by the company's auditors and their associates during the period was as follows:

	1 February 2025	3 February 2024
	£	£
Audit Services
Audit of the company's financial statements	16,275	16,000


Other Services
Other non-audit services	-	3,000

Fees payable to the company's auditor have been borne by one of the company's subsidiary undertakings.

4. Average Number of Employees

Due to the principal activity of being a holding company, the company does not have any employees. NIL (2024: NIL)

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Genesco (UK) Limited

Notes to the Financial Statements (continued)

For the Period 4 February 2024 to 1 February 2025

5. Interest Payable and Similar Charges

	1 February 2025	3 February 2024
	£	£
Interest payable	1,662,813	2,064,820

Included in interest payable is interest from loan notes of £1,663k (2024: £1,630k) and interest from the revolver credit facility of £NIL (2024: £435k).

6. Tax on Profit

	Tax Rate		1 February 2025	3 February 2024
The tax (credit)/charge on the loss for the period was as follows:
	1 February 2025	3 February 2024	£	£
Current tax
UK Corporation Tax	25.0%	24.0%	-	-


The actual (credit)/charge for the period can be reconciled to the expected credit for the period based on the loss and the standard rate of corporation tax as follows:
			1 February 2025	3 February 2024
			£	£
Profit before tax			(1,688,499)	(2,101,679)

Tax on profit at 25% (UK standard rate)			(422,125 )	(505,036 )
Group relief			422,125	505,036

Total tax charge for the period			-	-

Deferred tax not recognised The company has not recognised deferred tax assets in respect of certain tax losses and non-trading timing differences carried forward as at 1 February 2025 on the basis that the timing during which tax losses could be regarded as recoverable against future profits cannot be determined with reasonable certainty. The unprovided deferred tax asset is estimated at £4,084k (2024: £4,211k).

7. Investments

	Subsidiaries
	£
Cost or Valuation
As at 4 February 2024	79,046,151

As at 1 February 2025	79,046,151

Provision
As at 4 February 2024	-

As at 1 February 2025	-

Net Book Value
As at 1 February 2025	79,046,151

As at 4 February 2024	79,046,151

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Genesco (UK) Limited

Notes to the Financial Statements (continued)

For the Period 4 February 2024 to 1 February 2025

Subsidiaries

Details of the company's subsidiaries as at 1 February 2025 are as follows:

Name of undertaking	Registered Office	Class of shares held	Direct holding	Indirect holding
Schuh Group Limited	1 Neilson Square, Deans Industrial Estate, Deans, Livingston, West Lothian, EH54 8RQ	Ordinary	100.00%	-
Schuh (Holdings) Limited	1 Neilson Square, Deans Industrial Estate, Deans, Livingston, West Lothian, EH54 8RQ	Ordinary	-	100.00%
Schuh Limited	1 Neilson Square, Deans Industrial Estate, Deans, Livingston, West Lothian, EH54 8RQ	Ordinary	-	100.00%
Schuh (ROI) Limited	Rivers de One, Sir Rogerson's Quay, Dublin 2	Ordinary	-	100.00%

The aggregate capital and reserves and the result for the period of the subsidiaries listed above was as follows:

The directors note that, as at 1 February 2025, the net assets of the subsidiaries are lower than the carrying value at which they are held in the company's balance sheet. The directors have considered whether impairment indicators exist for the investments, including considering the net realisable value of the companies based upon their expected future cashflows. No impairment indicators have been identified and no impairment allowance has been made within the financial statements.

8. Debtors

	1 February 2025	3 February 2024
	£	£
Due within one year
Amounts owed by group undertakings	366,891	334,391

Amounts owed by group undertakings are repayable on demand and are not interest bearing.

9. Creditors: Amounts Falling Due Within One Year

	1 February 2025	3 February 2024
	£	£
Accruals and deferred income	7,990,056	6,327,247

£7,955k (2024: £6,292k) of the accrual balance relates to accrued interest on the loan notes.

10. Creditors: Amounts Falling Due After More Than One Year

	1 February 2025	3 February 2024
	£	£
Loan notes	36,461,107	36,461,107
Amounts owed to group undertakings	69,991	63,277

	36,531,098	36,524,384

Loan notes issued

The company issued loan notes to Genesco Jersey Ltd in January 2012. The company then issued these on The International Stock Exchange ('TISE') in February 2012 at a value of £44,985k and at a fixed coupon rate of 7.7% redeemable in 2021. On 14 April 2020, the company refinanced its loan notes listed on TISE. In the financial period ending 30 January 2021, Schuh Group Limited declared a dividend distribution of £50,000,000 to the company, and the company issued a new £36,461,107 note payable to Genesco Jersey Limited with an interest rate of 3.9% and a maturity date of April 2025. The company used the dividend distribution and the new loan note to repay its existing loan of £86,461,107 with Genesco Jersey Limited. This debt was listed on TISE on 28 January 2021. See Note 14 for a description of the settlement of these loan notes in July 2025.

12. Share Capital

	1 February 2025	3 February 2024
	£	£
Allotted, Called up and fully paid	37,340,663	37,340,663

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Genesco (UK) Limited

Notes to the Financial Statements (continued)

For the Period 4 February 2024 to 1 February 2025

13. Reserves

Profit and loss reserves represent total comprehensive income for the period and prior periods less dividends paid.

14. Post Balance Sheet Events

On 28 July 2025 the company issued Ordinary share capital of £1 to Genesco Inc. including £75,789,275 of share premium to acquire 100% of the Ordinary Share Capital of Genesco Jersey Ltd.

On 28 July 2025, the principal and associated interest on the loan notes was settled in full by virtue of a distribution from Genesco Jersey Ltd as part of an offset deed agreement.

On 29 July 2025, the company was assigned loan notes of £30.5m from Genesco Jersey Ltd that have been issued by Schuh Ltd. The terms of the loan notes were also amended to extend the maturity date to ten years from the initial issuance date and to attract interest at a floating rate based on the 12-month SONIA swap rate.

15. Related Party Disclosures

The company has taken advantage of exemption, under 33.1A of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose transactions with wholly owned subsidiaries within the group.

16. Controlling Parties

The company's immediate parent and ultimate parent undertaking is Genesco Inc. which is incorporated in the United States of America. The only group of which the company is a member and for which group financial statements are prepared is that headed by Genesco Inc. Copies of the Fiscal 2025 Annual Report of Genesco Inc. can be obtained from the following address:

Genesco Inc.

535 Marriott Drive

Nashville, TN 37214

USA

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