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REGISTERED NUMBER: 05013136 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Period 27 January 2024 to 31 January 2025

for

Europride Limited

Europride Limited (Registered number: 05013136)

Contents of the Financial Statements

for the Period 27 January 2024 to 31 January 2025

Page |

Company Information | 1 |

Strategic Report | 2 |

Report of the Directors | 4 |

Report of the Independent Auditors | 6 |

Statement of Income and Retained Earnings | 10 |

Balance Sheet | 11 |

Notes to the Financial Statements | 12 |

Europride Limited

Company Information

for the Period 27 January 2024 to 31 January 2025

| DIRECTORS: | Mrs Ivoulla Xeni

| Mr Sotiris Xeni

| Mr Fedon Agathokleous

| SECRETARY: | Mrs Christiana Agathokleous

| REGISTERED OFFICE: | 36-38 Mortimer Street

| London

| England

| W1W 7RG

| REGISTERED NUMBER: | 05013136 (England and Wales)

| AUDITORS: | Chris Pantazis Ltd

| 10A Aldermans Hill

| Palmers Green

| London

| N13 4PJ

Europride Limited (Registered number: 05013136)

Strategic Report

for the Period 27 January 2024 to 31 January 2025

The directors present their strategic report for the period 27 January 2024 to 31 January 2025.

DEVELOPMENT AND PERFORMANCE OF BUSINESS DURING THE YEAR

The principal activity of the business during the period was that of the manufacture of ladieswear.

DESCRIPTION OF THE COMPANY'S BUSINESS MODEL

Sustainability within our supply chain and throughout the product lifecycle continues to be central to our business model. This focus enables us to improve the speed to market for our customers while minimising waste.

Our purchasing team is actively working to maximise the utilisation of existing stock held in our London and Morocco locations. This initiative aims to increase margins and ensure that legacy stock levels are gradually reduced.

The Company continues to carefully manage and plan sales, purchasing activity and stock levels with the objective of preserving margins and enhancing operational efficiency across the business.

POSITION OF THE BUSINESS AT THE YEAR END

Management remains committed to returning the business to a stable financial footing. However, there is material uncertainty regarding the Company's ability to meet its obligations as they fall due. These circumstances indicate the presence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern.

The financial statements have been prepared on a going concern basis, as the directors believe that the Company Voluntary Arrangement (CVA) will provide a suitable platform for financial recovery.

The CVA constitutes a non-adjusting post-balance sheet event, as it was initiated after the year end. Nevertheless, the financial difficulties leading to the restructuring existed at the balance sheet date. Accordingly, no adjustments have been made to the financial statements in relation to this matter.

In addition, the Company has taken steps to reduce overheads by relocating from its Central London office to a smaller, more cost-efficient premises in Camden.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors continue to closely monitor the risks and uncertainties of the Company with particular emphasis on exposure to currency, liquidity and credit risks. The directors are satisfied that the Company has suitable policies in place and that there are no material risks and uncertainties that have not been addressed or considered during the year.

Currency Risk: Within the Company's supply chain, the Company has some exposure to transactions in foreign exchange. The Company and directors do not deem this exposure to foreign exchange to be particularly significant given the minimal transaction activity in foreign currency.

Liquidity Risk: The Company seeks to plan and manage their financial risk by ensuring the Company has the necessary resources available to meet their foreseeable needs, as well as to take advantage of investing in assets both liquid and non-liquid.

Credit Risk: The Company does not have any external finance to support its day to day operations. Its principal financial assets are stock and trade debtors. Trade debtors have agreements in place and regular communication is undertaken to ensure recoverability.

In addition to the above, the directors deem the principle risks faced by the company are those of general market and economic risks in common with other businesses in the current economic climate.

The directors continue to closely monitor the risks and uncertainties of the company with particular emphasis on exposure of currency. The directors are satisfied that the company has suitable policies and procedures in place and that there are no material risks and uncertainties that have not been addressed or considered during the year.

Europride Limited (Registered number: 05013136)

Strategic Report

for the Period 27 January 2024 to 31 January 2025

FINANCIAL KEY PERFORMANCE INDICATORS

Sales and gross margin remain the Company's primary financial KPIs. Management continues to focus on opportunities to improve margins and enhance overall efficiency.

Sales for the year ended 31 January 2025 totalled £4.7 million (2024: £19.7 million), reflecting the challenging trading environment.

OTHER KEY PERFORMANCE INDICATORS

Customer Service:

Quality standards and service performance are continually reviewed to support customer satisfaction.

Cashflow Management:

Short-term cashflow forecasts are reviewed weekly and monthly to ensure the Company has sufficient liquidity to continue trading.

Staff Retention and Wellbeing:

Employee welfare and retention are closely monitored, ensuring that staff wellbeing remains central to the Company's operations.

Directors' statement of compliance with duty to promote the success of the Company

The directors continued to exercise all their duties under Section 172 of the Companies Act 2006. The directors are dedicated to managing and operating the company in a safe, ethical environment and socially responsible way. The directors value long-term partnerships and aim to work collaboratively through the supply chain with customers, and suppliers. The directors are responsible for establishing and reviewing the short and long-term strategy considering strategic, economic, political and social issues, alongside other regulations and external matters relevant to the company. Through working together with management, the directors support the company in following the long-standing approach to continuous improvement and innovation.

ON BEHALF OF THE BOARD:

Mr Sotiris Xeni - Director

13 January 2026

Europride Limited (Registered number: 05013136)

Report of the Directors

for the Period 27 January 2024 to 31 January 2025

The directors present their report with the financial statements of the company for the period 27 January 2024 to 31 January 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the period under review was that of the manufacture of ladieswear.

DIVIDENDS

No dividends will be distributed for the period ended 31 January 2025.

FUTURE DEVELOPMENTS

The directors aim to maintain the policies of the company.

The company will continue to seek opportunities to maximise turnover and profitability.

EVENTS SINCE THE END OF THE PERIOD

Information relating to events since the end of the period is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 27 January 2024 to the date of this report.

Mrs Ivoulla Xeni

Mr Sotiris Xeni

Mr Fedon Agathokleous

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- | select suitable accounting policies and then apply them consistently;

- | make judgements and accounting estimates that are reasonable and prudent;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Europride Limited (Registered number: 05013136)

Report of the Directors

for the Period 27 January 2024 to 31 January 2025

AUDITORS

The auditors, Chris Pantazis Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr Sotiris Xeni - Director

13 January 2026

Report of the Independent Auditors to the Members of

Europride Limited (Registered number: 05013136)

Opinion

We have audited the financial statements of Europride Limited (the 'company') for the period ended 31 January 2025 which comprise the Statement of Income and Retained Earnings, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

As described in Note 20 to the financial statements, Europride Ltd has suffered a significant reduction in revenue following the termination of a major customer contract. The company’s revenue dropped from £19,707,844 in the prior year to £4,744,409 for the year ended 31 January 2025. Despite continued trading activity post year end, the company's financial position has further deteriorated.

These events and conditions, including the substantial loss of revenue and the company’s net liability position, raise significant doubt over the company’s ability to continue as a going concern. The company’s management is actively trying to recover from these circumstances, and as a precautionary measure, has entered into a Company Voluntary Arrangement (CVA). However, as at the date of our report, there is significant uncertainty surrounding the company’s ability to continue trading. Management has disclosed this situation in the financial statements, but due to the ongoing financial difficulties, we believe that this condition indicates a material uncertainty which could cast significant doubt upon the company’s ability to continue as a going concern.

We have been unable to obtain sufficient appropriate audit evidence to conclude that the company will be able to continue as a going concern. While the company is taking steps to address its financial situation, the financial information available to us at this stage indicates that there is significant doubt over its ability to continue trading in the foreseeable future.

As a result, we have qualified our opinion regarding the company’s ability to continue as a going concern, based on the significant doubt we have identified. We have considered the adequacy of the disclosures made in the financial statements, and we believe the disclosures are appropriate, but the uncertainty regarding the going concern assumption is of such significance that it requires a qualification of our opinion.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.

Emphasis of Matter- Going Concern

We draw attention to the disclosures in the financial statements regarding the Company’s ability to continue as a going concern. The Company has experienced a material decline in revenue, and as at the year-end, it has net liabilities. The Company has entered into a CVA and is working to resolve its financial difficulties. These events or conditions indicate a material uncertainty that may cast significant doubt upon the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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.

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.

Report of the Independent Auditors to the Members of

Europride Limited (Registered number: 05013136)

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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Strategic Report and the Report of the Directors 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 Report of the Directors.

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

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

- | the financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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.

Report of the Independent Auditors to the Members of

Europride Limited (Registered number: 05013136)

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures inline 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:

As part of our planning process:

- We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud.The company did not inform us of any known, suspected or alleged fraud.

- We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006 , United Kingdom Generally Accepted Accounting Practice and relevant tax legislation.

- We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

- Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

- Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

- Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

- Assessing the extent of compliance, or lack of, with the relevant laws and regulations, in particular those that are central to the entities ability to continue in operation.

- Testing key revenue lines, in particular cut-off, for evidence of management bias.

- Performing a physical verification of key assets , including stock.

- Obtaining third-party confirmation of material bank and loan balances.

- Documenting and verifying all significant related party and consolidated balances and transactions.

- Reviewing documentation such as the company board minutes, correspondence with solicitors, for discussions of irregularities including fraud.

-Testing all material consolidation adjustments.Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the[directors/those charged with governance of the entity/management].

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

Report of the Independent Auditors to the Members of

Europride Limited (Registered number: 05013136)

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.

Chris Pantazis BA ACA (Senior Statutory Auditor)

for and on behalf of Chris Pantazis Ltd

10A Aldermans Hill

Palmers Green

London

N13 4PJ

13 January 2026

Europride Limited (Registered number: 05013136)

Statement of Income and Retained Earnings

for the Period 27 January 2024 to 31 January 2025

| Period |  | Period

| 27.1.24 |  | 30.1.23

| to |  | to

| 31.1.25 |  | 26.1.24

| Notes | £ | £ |

REVENUE | 3 | 4,744,409 |  | 19,707,844 |  |

Cost of sales | 5,404,477 |  | 18,303,963 |  |

GROSS (LOSS)/PROFIT | (660,068 | ) | 1,403,881 |  |

Administrative expenses | 1,000,475 |  | 3,563,758 |  |

OPERATING LOSS | 5 | (1,660,543 | ) | (2,159,877 | ) |

Interest receivable and similar income | 483 |  | - |  |

(1,660,060 | ) | (2,159,877 | ) |

Interest payable and similar expenses | 6 | 56,882 |  | 27,119 |  |

LOSS BEFORE TAXATION | (1,716,942 | ) | (2,186,996 | ) |

Tax on loss | 7 | - |  | - |  |

LOSS FOR THE FINANCIAL PERIOD | (1,716,942 | ) | (2,186,996 | ) |

Retained earnings at beginning of period | (2,197,400 | ) | (10,404 | ) |

RETAINED EARNINGS AT END OF PERIOD | (3,914,342 | ) | (2,197,400 | ) |

Europride Limited (Registered number: 05013136)

Balance Sheet

31 January 2025

| 31.1.25 | 26.1.24 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Property, plant and equipment | 8 | 133,538 |  | 181,055 |  |

Investments | 9 | - |  | 1,400,000 |  |

133,538 |  | 1,581,055 |  |

CURRENT ASSETS

Inventories | 10 | 1,344,962 |  | 1,568,376 |  |

Debtors | 11 | 191,017 |  | 826,190 |  |

Cash at bank and in hand | 17,692 |  | 39,713 |  |

1,553,671 |  | 2,434,279 |  |

CREDITORS

Amounts falling due within one year | 12 | 5,501,551 |  | 6,112,734 |  |

NET CURRENT LIABILITIES | (3,947,880 | ) | (3,678,455 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | (3,814,342 | ) | (2,097,400 | ) |

CAPITAL AND RESERVES

Called up share capital | 14 | 100,000 |  | 100,000 |  |

Retained earnings | 15 | (3,914,342 | ) | (2,197,400 | ) |

SHAREHOLDERS' FUNDS | (3,814,342 | ) | (2,097,400 | ) |

The financial statements were approved by the Board of Directors and authorised for issue on 13 January 2026 and were signed on its behalf by:

Mr Sotiris Xeni - Director

Europride Limited (Registered number: 05013136)

Notes to the Financial Statements

for the Period 27 January 2024 to 31 January 2025

1. | GENERAL INFORMATION

| Europride Limited (registered number: 05013136), having its registered office at 36-38 Mortimer Street, London, W1W 7RG, is a private limited company incorporated in England and Wales. The principal place of business is the same as the registered office address.

2. | ACCOUNTING POLICIES

| 2.1 Basis of preparing the financial statements

| These financial statements have been prepared 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 have been prepared under the historical cost convention.

| 2.2 Financial Reporting Standard 102 - reduced disclosure exemptions

| The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

| • | the requirements of Section 7 Statement of Cash Flows.

Europride Limited (Registered number: 05013136)

Notes to the Financial Statements - continued

for the Period 27 January 2024 to 31 January 2025

2. | ACCOUNTING POLICIES - continued

| 2.3 Turnover

| Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

| Sale of goods

| Turnover from the sale of goods is recognised when all of the following conditions are satisfied:

| a) the Company has transferred the significant risks and rewards of ownership to the buyer;

| b) the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

| c) the amount of turnover can be measured reliably;

| d) it is probable that the Company will receive the consideration due under the transaction; and

| e) the costs incurred or to be incurred in respect of the transaction can be measured reliably.

| 2.4 Going concern

| While management remains committed to restoring the business to financial stability, there is material uncertainty regarding the successful outcome of the CVA and the Company’s ongoing ability to meet its obligations as they fall due. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern.

| The financial statements have been prepared on a going concern basis, as the directors believe the CVA, will provide the necessary platform for the business to recover.

| 2.5 Tangible fixed assets

| Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

| Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

| Depreciation is provided on the following basis:

| Short-term leasehold property - 25% straight-line

| improvements

| Plant & machinery - 25% reducing balance

| Motor vehicles - 25% straight-line

| Fixtures & fittings - 15% reducing balance

| The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

| Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Income and Retained Earnings.

| 2.6 Fixed asset investments

| Investments are stated at cost, less provision for impairment where necessary to reduce book value to recoverable amount.

| The carrying values of investments are reviewed for impairment where events or changes in circumstances indicate the carrying values may not be recoverable.

| 2.7 Stocks

Europride Limited (Registered number: 05013136)

Notes to the Financial Statements - continued

for the Period 27 January 2024 to 31 January 2025

2. | ACCOUNTING POLICIES - continued

| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow-moving stock.

| 2.8 Debtors

| Short-term debtors are measured at transaction price, less any impairment

| 2.9 Cash

| Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

| 2.10 Financial instruments

| The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

| Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

| 2.11 Creditors

| Short-term creditors are measured at the transaction price.

| 2.12 Foreign currency translation

| Functional and presentation currency

| The Company's functional and presentational currency is British Pound Sterling (GBP).

| Transactions and balances

| Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

| At each period-end foreign currency monetary items are translated using the closing rate.

| Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Income and Retained Earnings

| Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'.

| 2.13 Finance costs

| Finance costs are charged to the Statement of Income and Retained Earnings over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

| 2.14 Dividends

| Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.

| 2.15 Operating leases: the Company as lessee

| Rentals paid under operating leases are charged to the Statement of Income and Retained Earnings on a straight-line basis over the lease term.

| Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

| 2.16 Government grants

Europride Limited (Registered number: 05013136)

Notes to the Financial Statements - continued

for the Period 27 January 2024 to 31 January 2025

2. | ACCOUNTING POLICIES - continued

| Grants are accounted under the accruals model as permitted by FRS 102. Grants of a revenue nature are recognised in the Statement of Income and Retained Earnings in the same period as the related expenditure.

| 2.17 Pensions

| Defined contribution pension plan

| The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

| The contributions are recognised as an expense in the Statement of Income and Retained Earnings when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

| 2.18 Borrowing costs

| All borrowing costs are recognised in the Statement of Income and Retained Earnings in the year in which they are incurred.

| 2.19 Taxation

| Tax is recognised in the Statement of Income and Retained Earnings.

| The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date in the countries where the Company operates and generates income.

| Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

| a) The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

| b) Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

| Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.

| 2.20 Impairment of fixed assets and goodwill

| Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

Europride Limited (Registered number: 05013136)

Notes to the Financial Statements - continued

for the Period 27 January 2024 to 31 January 2025

3. | REVENUE

| The revenue and loss before taxation are attributable to the one principal activity of the company.

| An analysis of revenue by geographical market is given below:

| Period |  | Period

| 27.1.24 |  | 30.1.23

| to |  | to

| 31.1.25 |  | 26.1.24

£ | £ |

| United Kingdom | 4,735,481 |  | 19,707,844 |  |

| Other | 8,928 |  | - |  |

4,744,409 |  | 19,707,844 |  |

4. | EMPLOYEES AND DIRECTORS

| Period |  | Period

| 27.1.24 |  | 30.1.23

| to |  | to

| 31.1.25 |  | 26.1.24

£ | £ |

| Wages and salaries | 1,057,912 |  | 1,954,491 |  |

| Social security costs | 107,385 |  | 219,962 |  |

| Other pension costs | 32,736 |  | 50,534 |  |

1,198,033 |  | 2,224,987 |  |

| The average number of employees during the period was as follows:

| Period |  | Period

| 27.1.24 |  | 30.1.23

| to |  | to

| 31.1.25 |  | 26.1.24

| Directors | 3 |  | 3 |  |

| Employees | 28 |  | 54 |  |

31 |  | 57 |  |

| The highest paid director received remuneration of £Nil (2024: £Nil).

5. | OPERATING LOSS

| The operating loss is stated after charging:

| Period |  | Period

| 27.1.24 |  | 30.1.23

| to |  | to

| 31.1.25 |  | 26.1.24

£ | £ |

| Hire of plant and machinery | 1,870 |  | 2,084 |  |

| Other operating leases | 7,161 |  | 13,910 |  |

| Depreciation - owned assets | 47,517 |  | 34,900 |  |

| Auditors' remuneration | 10,000 |  | 16,120 |  |

Europride Limited (Registered number: 05013136)

Notes to the Financial Statements - continued

for the Period 27 January 2024 to 31 January 2025

6. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| Period |  | Period

| 27.1.24 |  | 30.1.23

| to |  | to

| 31.1.25 |  | 26.1.24

£ | £ |

| Interest on late payment | 56,882 |  | 27,119 |  |

7. | TAXATION

| Analysis of the tax charge

| No liability to UK corporation tax arose for the period ended 31 January 2025 nor for the period ended 26 January 2024.

| Reconciliation of total tax charge included in profit and loss

| The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

| Period |  | Period

| 27.1.24 |  | 30.1.23

| to |  | to

| 31.1.25 |  | 26.1.24

£ | £ |

| Loss before tax | (1,716,942 | ) | (2,186,996 | ) |

| Loss multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%) | (429,236 | ) | (546,749 | ) |

| Effects of:

| Depreciation in excess of capital allowances | 47,517 |  | 162,200 |  |

| Group relief | 381,719 |  | 384,549 |  |

| Total tax charge | - |  | - |  |

8. | PROPERTY, PLANT AND EQUIPMENT

| Fixtures |

| Plant and |  | and |  | Motor |

| machinery |  | fittings |  | vehicles |  | Totals

£ | £ | £ | £ |

| COST

| At 27 January 2024

| and 31 January 2025 | 204,176 |  | 854,598 |  | 22,560 |  | 1,081,334 |  |

| DEPRECIATION

| At 27 January 2024 | 200,142 |  | 677,577 |  | 22,560 |  | 900,279 |  |

| Charge for period | 4,034 |  | 43,483 |  | - |  | 47,517 |  |

| At 31 January 2025 | 204,176 |  | 721,060 |  | 22,560 |  | 947,796 |  |

| NET BOOK VALUE

| At 31 January 2025 | - |  | 133,538 |  | - |  | 133,538 |  |

| At 26 January 2024 | 4,034 |  | 177,021 |  | - |  | 181,055 |  |

Europride Limited (Registered number: 05013136)

Notes to the Financial Statements - continued

for the Period 27 January 2024 to 31 January 2025

9. | FIXED ASSET INVESTMENTS

| Other |

| fixed |  | Investment |

| asset |  | in |

| investments |  | associates |  | Totals

£ | £ | £ |

| COST

| At 27 January 2024 | 860,969 |  | 2,361,696 |  | 3,222,665 |  |

| Disposals | (860,969 | ) | (2,361,696 | ) | (3,222,665 | ) |

| At 31 January 2025 | - |  | - |  | - |  |

| PROVISIONS

| At 27 January 2024 | 560,969 |  | 1,261,696 |  | 1,822,665 |  |

| Eliminated on disposal | (560,969 | ) | (1,261,696 | ) | (1,822,665 | ) |

| At 31 January 2025 | - |  | - |  | - |  |

| NET BOOK VALUE

| At 31 January 2025 | - |  | - |  | - |  |

| At 26 January 2024 | 300,000 |  | 1,100,000 |  | 1,400,000 |  |

10. | INVENTORIES

| 31.1.25 |  | 26.1.24

£ | £ |

| Raw materials | 1,257,750 |  | 1,064,055 |  |

| Work-in-progress | 71,687 |  | 69,319 |  |

| Finished goods | 15,525 |  | 435,002 |  |

1,344,962 |  | 1,568,376 |  |

11. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.1.25 |  | 26.1.24

£ | £ |

| Trade debtors | (35,183 | ) | 717,525 |  |

| Amounts owed by group undertakings | 200,000 |  | 10,000 |  |

| Other debtors | - |  | 13,400 |  |

| Directors' current accounts | - |  | 32,965 |  |

| Tax | - |  | 18,469 |  |

| Prepayments and accrued income | 26,200 |  | 33,831 |  |

191,017 |  | 826,190 |  |

12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.1.25 |  | 26.1.24

£ | £ |

| Bank loans and overdrafts (see note 13) | - |  | 63,441 |  |

| Trade creditors | 4,620,936 |  | 5,654,554 |  |

| Amounts owed to group undertakings | - |  | 2,000 |  |

| Social security and other taxes | 877,824 |  | 381,597 |  |

| Other creditors | 2,791 |  | 11,142 |  |

5,501,551 |  | 6,112,734 |  |

Europride Limited (Registered number: 05013136)

Notes to the Financial Statements - continued

for the Period 27 January 2024 to 31 January 2025

13. | LOANS

| An analysis of the maturity of loans is given below:

| 31.1.25 |  | 26.1.24

£ | £ |

| Amounts falling due within one year or on demand:

| Bank overdrafts | - |  | 63,441 |  |

14. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 31.1.25 |  | 26.1.24

| value: | £ | £ |

| 100,000 | Ordinary | £1 | 100,000 |  | 100,000 |  |

15. | RESERVES

| Retained

| earnings

£ |

| At 27 January 2024 | (2,197,400 | ) |

| Deficit for the period | (1,716,942 | ) |

| At 31 January 2025 | (3,914,342 | ) |

16. | PENSION COMMITMENTS

| The Company operates a defined contribution pension plan. The pension costs for the year represent contributions payable by the Company into independently administered funds and amounted to £Nil (2024: £Nil).

17. | IMMEDIATE AND ULTIMATE PARTY UNDERTAKINGS

| The Company's immediate and ultimate parent undertaking at 31 January 2025 and 31 January 2024, by virtue of its shareholding in the Company, was Europride Holdings Limited, a company incorporated in the United Kingdom.

| The Group in which the results of the Company are consolidated is headed by Europride Holdings Limited. The consolidated accounts of this company are available to the public and may be obtained from:

| 36-38 Mortimer Street London

| W1W 7RG

18. | CONTINGENT LIABILITIES

| The Company is party to a cross-guarantee with Europride Holdings Limited and Sabre House Ltd, in favour of HSBC Plc in respect of a bank loan. A contingent liability exists to the extent of the indebtedness to the bank of the group undertakings. At the Balance Sheet date the contingent liability was £Nil (2024: £Nil).

Europride Limited (Registered number: 05013136)

Notes to the Financial Statements - continued

for the Period 27 January 2024 to 31 January 2025

19. | RELATED PARTY DISCLOSURES

| The Company's immediate and ultimate parent undertaking at 31 January 2025 and 31 January 2024, was Europride Holdings Limited, a company incorporated in the United Kingdom, by virtue of its shareholding in the Company.

| The group in which the results of the Company are consolidated is that headed by Europide Holdings Limited. The consolidated accounts of the Company are available to the public and may be obtained from:

| 36-38 Mortimer Street,

| London

| England

| W1W 7RG

20. | POST BALANCE SHEET EVENTS

| Going Concern

| While management remains committed to restoring the business to financial stability, there is material uncertainty regarding the successful outcome of the CVA and the Company’s ongoing ability to meet its obligations as they fall due. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern.

| The financial statements have been prepared on a going concern basis, as the directors believe the CVA, will provide the necessary platform for the business to recover.

21. | TRANSFER OF INVESTMENT IN SUBSIDIARY SHARES

| During the year, Europride Ltd transferred its ownership of 1,201,022 ordinary shares in Nobody's Child Limited to Europride UK Investments Limited for a consideration of £1,100,000.

| This transaction occurred between entities under common control, as both Europride Ltd and Europride UK Investments Limited are 100% owned subsidiaries of Europride Holdings Ltd. The transfer represents a group restructuring with no impact on the consolidated financial statements of Europride Holdings Ltd. The consideration received has been accounted for in accordance with the group’s accounting policies.

| The above adjustment has been reflected in Note - 9.

22. | TRANSFER OF ARTWORK

| During the year, Europride Ltd transferred ownership of an artwork asset to Europride UK Investments Limited for a consideration of £300,000. This transfer is part of an internal restructuring within the Europride Group, as both entities are 100% owned subsidiaries of Europride Holdings Ltd.

| The above adjustment has been reflected in Note - 9.