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REGISTERED NUMBER: 00506170 (England and Wales)

| James Dewhurst Limited |

| Strategic Report, Report of the Directors and |

| Financial Statements |

| for the Year Ended 31 December 2025 |

James Dewhurst Limited (Registered number: 00506170)

Contents of the Financial Statements

for the year ended 31 December 2025

Page |

Company Information | 1 |

Strategic Report | 2 |

Report of the Directors | 6 |

Energy and Carbon Report forming part of the Report of the Directors | 8 |

Report of the Independent Auditors | 10 |

Statement of Comprehensive Income | 13 |

Statement of Financial Position | 14 |

Statement of Changes in Equity | 15 |

Notes to the Financial Statements | 16 |

James Dewhurst Limited

Company Information

for the year ended 31 December 2025

| DIRECTORS: | M Sioen

| CA Burnett

| J-C Joris

| REGISTERED OFFICE: | Altham Lane

| Altham

| Accrington

| Lancashire

| BB5 5YA

| REGISTERED NUMBER: | 00506170 (England and Wales)

| AUDITORS: | McMillan & Co LLP

| Chartered Accountants and

| Statutory Auditor

| 28 Eaton Avenue

| Matrix Office Park

| Buckshaw Village

| Chorley

| Lancashire

| PR7 7NA

James Dewhurst Limited (Registered number: 00506170)

Strategic Report

for the year ended 31 December 2025

The directors present their strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS

The principal activity of the Company in the 12 months under review was that of textile manufacturing.

Trading declined in 2025 with sales down 11% on 2024 to £25.2m. The sales decrease has varied by product type with Dewtex down 25%, but weaving and Dewlock sales improved by 25% after a tough 2024. 2026 has started positively so management at this point believe no further action is deemed necessary.

Despite the short-term downturn in the market, investment in research and development for product and process improvement remained paramount and has continued with the sales and new business development team attending various international trade shows to promote new products.

Energy and material prices remained stable in 2025 so gross margin has not changed in the year. Administration costs reduced as there are no severance costs in 2025 (2024: £254k).

The Company remained profitable, and the financial position is strong. Due to the strong relationships with suppliers, the Company ensured it maintained supply of materials. Management has monthly review meetings to ensure the finances are managed and controlled appropriately. The Company had net assets of £25,096,000, a cash position of £1,052,000 on 31 December 2025, and had no financing issues in the year.

The profit after tax for the year ended 31 December 2025 was £2,406,000 (2024: £6,306,000). In 2024 the Company received a dividend of £2,284,000 from its subsidiary Dewtex Inc. No dividend was received in 2025.

KEY PERFORMANCE INDICATORS

The Company's key performance indicators are sales, gross profit percentage and earnings before tax, interest, depreciation, amortisation, and exceptional items (EBITDA). For the year to 31 December 2025:

- |  | Sales were £25.2m (2024: £28.3m). Total sales in 2025 were 11% down on 2024 sales, and down 21% on budget. The sales reduction was attributable to a decline in the Dewtex laid scrim products from aggressive pricing by competitors. |

- |  | Gross profit percentage was 38% (2024: 38%). The margin is flat against prior year and up on budget as management have striven to maintain margins. |

- |  | EBITDA was £5.6m (2024: £6.7m). This reduction is due to the 11% drop in sales. |

The aim of the directors for the forthcoming year is to regain the Dewtex business lost in 2025 and to maintain margins. The biggest challenge in 2026 will be to keep material prices at existing levels.

James Dewhurst Limited (Registered number: 00506170)

Strategic Report

for the year ended 31 December 2025

SECTION 172(1) STATEMENT

In governing the Company on behalf of its shareholders and discharging their duties under section 172, the board has had regard to the factors set out in section 172 (see below) and other factors which the board considers appropriate.

Matters identified that may affect the Company's performance in the long term are set out in the principal risks disclosed in the strategic report below.

The Company has engaged with key stakeholders and the outcome from such engagement has been considered by the directors during the decision-making process where appropriate.

Section 172 factors

Section 172 requires a director of a company must act in the way he considers, 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 have regard (amongst other matters) to:

a) |  | The likely long-term consequences of the decision; |

b) |  | The interests of the company's employees; |

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

d) |  | The impact of the company's operations on the community and the environment; |

e) |  | The desire to maintain the company's reputation for high standards of business conduct; and |

f) |  | The need to act fairly between members of the company. |

Shareholder and long term strategy

As a subsidiary of Sioen Industries, the directors have the support of the Group in the discharge of their duties. The directors have monthly review meetings with its shareholders to review the performance of the Company.

The Company looks to Group initiatives for guidance and takes them into account in its decision making. The Group's investment strategy and management of the subsidiary businesses is primarily performed by the management of Sioen, and the directors of the company have access to functional assurance support from Sioen to identify matters which may have an impact on any proposed decision including, where relevant, section 172 factors as outlined above.

Any key investment decisions are made with the involvement of the directors of Sioen Industries. Long term investments are based on strategic decisions to expand in certain technologies based on the return on investment to underpin the growth of the Company and Sioen Group as a whole. This has been successful in the last 5 years through the investment in the two Dewtex lines in 2019 enabling growth to satisfy demand for its products. The Company continues to review capacity and investment decisions are based largely on ensuring the Company can fulfil its customer's needs. 6 new looms were commissioned in 2023 as part of the long-term investment strategy in the UK and a further Dewlock loom was installed in 2024. Two other large investments took place in 2023 for a new automated packaging machine and for new creels to supply 7 Dewtex lines with yarn. Due to the decline in sales and recent investment, no significant capital projects took place in 2025.

Customers

The Company has strong customer relations and is in regular contact with them to ensure they deliver the best business relationship they can. This year was particularly challenging due to price increases. The Company seeks to behave responsibly treating all its customers fairly. The Company has a complaints procedure should customers have any issues on quality or service levels.

Communities

The Company seeks to enable the local community to thrive through a tangible and visible commitment that brings its purpose to life. Examples include supporting youth football by sponsoring a local team and making donations to a local hospice through annual raffles and sponsoring runs. The Company also offers work experience and has employed apprentices to work in engineering.

James Dewhurst Limited (Registered number: 00506170)

Strategic Report

for the year ended 31 December 2025

Employees

The Company's employees are fundamental to the delivery of its strategy. The Company aims to be a responsible employer and is committed to enabling its people to thrive, ensuring that they are engaged and have the skills and capabilities to serve its customers. The Company maintains its policy of training and career development, actively encouraging this to employees for their advancement and promotion.

The Board address the employees in forums to update them on the Company's performance and to enable employees to put forward comments and feedback any suggestions for change.

Suppliers

The Company and Sioen Group assess its suppliers across several key risk areas, at the onboarding stage for all suppliers and annually thereafter for any key suppliers to ensure critical and high dependency suppliers are still suitable. Regular supplier meetings take place with key suppliers where any feedback on quality, delivery and payment times can be discussed openly and honestly.

Results, business review and future developments

During the year the directors continued to monitor progress against the Company's strategy, as highlighted in the business review section of the strategic report of the Company.

The key decisions taken by the directors during the financial year and the impact on stakeholders considered are:

- |  | Investment of time and resource into our New Business Development programme to continue to develop new products and new applications of existing products for the benefit of our customers and provide development opportunities for employees. |

- |  | Liaising with suppliers to ensure that, despite challenging supply chain problems and delays at ports, the Company and its subsidiary managed to keep raw material stocks flowing. To secure lower raw material prices deposit payments were made, this was only for certain goods and to assist the supplier during difficult trading times. This did not have a material impact on the Company's cashflow or on the Company's going concern. |

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company's activities expose it to various financial risks such as credit risk, liquidity risk, interest rate risk and currency risk. The use of financial derivatives is governed by policies approved by the board of directors, which provide principles on the use of financial derivatives to manage these risks. The Company does not hold any derivative financial instruments and the Company does not use derivative financial instruments for speculative purposes.

Liquidity Risk

The Company's borrowings are managed to ensure it has sufficient funds available for current operations and any future expansion plans. Most borrowings are in the form of intercompany loans.

Interest Rate Risk

The Company is financed by its Ultimate Parent and is charged interest according to a combination of interest rates and hedges put in place by the Ultimate Parent.

James Dewhurst Limited (Registered number: 00506170)

Strategic Report

for the year ended 31 December 2025

Credit Risk

The Company's principal financial assets are bank balances and cash, trade and other receivables, and loans to group companies. The Company's credit risk is primarily attributable to its trade receivables. The company has no significant concentration of credit risk, with exposure spread over several counterparties and customers. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The company grants credit when it makes sales to certain customers. To mitigate credit risk, the Company has policies in place to ensure that sales are made to customers with an appropriate credit history. The Company's ultimate parent company has a dedicated Credit Control Department and has a group credit insurance scheme.

Currency Risk

The Company is exposed to several foreign currencies in its trading activities, mainly the Euro. Its borrowings are also denominated in Euros, which provides a natural offset to Euro denominated income. Sioen Group monitors the foreign currency exposures to manage the currency risk and the Company is exposed to foreign exchange differences on the loan balance only.

PRINCIPAL RISKS AND UNCERTAINTIES

Interruption of supply of raw materials

Raw materials are bought from several suppliers who manufacture in different parts of the world to mitigate this risk. The risk of loss of supply of materials is therefore reduced by managements policy on this. The Company has business interruption insurance in place to cover a significant interruption in the supply of raw materials and a major interruption in production.

Increase in material prices

Supplier contracts are in place to ensure prices are fixed for the longest amount of time and by buying forward with deposit payments to secure the best prices. Any increases in costs are where possible passed on to customers with the acknowledgment this may result in the loss of customers to prevent loss making production.

Loss of customer contracts

Many customers are supplied under twelve-month sales contracts to ensure they get supply and for the Company to protect business.

Conflicts in Iran and Ukraine

The conflict in the Ukraine had no material impact on the Company with no significant customers or suppliers in the region. The recent conflict in Iran has not had any impact on the Company so far. Energy is hedged in advance to protect this risk.

CLIMATE CHANGE

The growing concern regarding climate change and the potential threat to the Company's environmental performance/business sustainability is closely monitored by the Board of Directors. The company will continue to positively influence climate change by carrying out its carbon footprint reduction objectives programmes and meeting its legislative/ regulatory obligations to continually improve its environmental performance and protect its business sustainability.

ON BEHALF OF THE BOARD:

CA Burnett - Director

24 March 2026

James Dewhurst Limited (Registered number: 00506170)

Report of the Directors

for the year ended 31 December 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

RESEARCH AND DEVELOPMENT

The company incurred £198,000 (2024: £208,000) research and development expenditure in the year which was all charged through the statement of comprehensive income.

FUTURE DEVELOPMENTS

Looking ahead to 2026 and beyond, the aim of the directors will be to try and return turnover levels back to those of 2022 as well as to improve operational efficiencies.

GOING CONCERN

The financial statements have been prepared using the going concern basis of accounting.

For the year ended 31 December 2025, the net assets position is £25.1m (2024: £22.7m) and cash position is £1.1m (2024: £0.8m). In further assessing the ability of the Company to continue as a going concern, the directors have considered the board approved forecasts which show an improvement in EBITDA, positive cash flow generation and show the Company operating within committed facilities. Furthermore, the Company has received assurances that the ultimate parent company (Sioen Industries NV) intends to maintain the group's existing facilities for the foreseeable future.

Accordingly, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of signing this report and it is appropriate to continue to adopt the going concern basis of accounting in preparing the annual financial statements.

DISABLED EMPLOYEES

Applications for employment by disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the company continues and that appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of all other employees.

EMPLOYEE CONSULTATION

The company places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the company. This is achieved through formal and informal meetings and the company newsletter. Employee representatives are consulted regularly on a wide range of matters affecting their current and future interests.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

M Sioen

CA Burnett

Other changes in directors holding office are as follows:

G Asselman - resigned 1 September 2025

F Veranneman - resigned 31 March 2025

J-C Joris - appointed 1 September 2025

DIRECTORS INDEMNITIES

The Company and its subsidiaries have made qualifying third-party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.

James Dewhurst Limited (Registered number: 00506170)

Report of the Directors

for the year ended 31 December 2025

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.

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

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.

AUDITORS

The auditors, McMillan & Co LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

CA Burnett - Director

24 March 2026

James Dewhurst Limited (Registered number: 00506170)

Energy and Carbon Report

forming part of the Report of the Directors

for the year ended 31 December 2025

The Companies Act 2006 (Strategic Report and Directors' Report) Regulation 2018 requires James Dewhurst Limited to disclose annual UK energy consumption and Greenhouse Gas (GHG) emissions from streamlined energy and carbon reporting (SECR) regulated sources. The streamlined energy carbon reporting disclosure covers the company's greenhouse gas emissions (scope 1, 2 and 3), an appropriate intensity ratio, the total gas, electricity and fuel for transport and production.

This table details the emissions from the current and prior period. The data was obtained from our energy broker, supplier spend reports and existing internal management reporting and data records.

Associated greenhouse gas emissions and intensity ratios

Reporting period: January 2025 to December 2025

| Jan 25 - Dec 25 |  |  | Jan 24 - Dec 24 |

Gas Usage MWh |  | 19,653 |  |  | 22,092 |

Electricity Usage MWh |  | 4,026 |  |  | 4,086 |

Oil Usage MWh |  | - |  |  | - |

Gas conversion factor |  | 0.1830 |  |  | 0.1829 |

Electricity conversion factor |  | 0.1770 |  |  | 0.20705 |

Gas oil conversion factor |  | - |  |  | - |

Scope 1 (Direct Emissions) CO2e tonnes |  | 3,622 |  |  | 4,073 |

Scope 2 (Indirect Emissions) CO2e tonnes |  | 713 |  |  | 846 |

Scope 3 (Required Elements) CO2e tonnes |  | - |  |  | - |

Scope 2 Renewable Energy CO2e tonnes |  | -713 |  |  | -846 |

Total Greenhouse Gas Emissions CO2e tonnes |  | 3,622 |  |  | 4,073 |

Production output in m2 |  | 219,220,389 |  |  | 285,728,294 |

Production output in thousand m2 |  | 219,220 |  |  | 285,728 |

Carbon Intensity CO2e tonnes/thousand m2 produced |  | 0.017 |  |  | 0.014 |

Sales revenue £k |  | 25,155 |  |  | 28,307 |

Carbon Intensity CO2e tonnes/£k revenue |  | 0.144 |  |  | 0.144 |

Methodologies:

In calculating the disclosures scope 1, scope 2, and scope 3 emissions have been considered. We are an energy intensive organisation with the majority of energy used during production, therefore our intensity ratio has been calculated using production output.

We have used Government GHG reporting conversion factors in our calculations. The government conversion factors for company reporting have been used to state the greenhouse gas emissions resulting from the total UK energy use from electricity, gas and transport. These figures have been presented in 'tonnes of carbon dioxide equivalent' which is the universal unit of measurement to indicate the global warming potential (GWP) of GHGS, expressed in terms of the GWP of one unit of carbon dioxide. We have used the version of factors that correlates with the data on which we are reporting.

All known sources of environmental impact have been included within the reporting boundary and there are no specific exclusions to disclose.

The intensity ratio presented expresses tonnes of CO2 emissions per m2 produced. This has been chosen as an appropriate and meaningful intensity ratio as it allows year on year comparison regardless of inevitable fluctuations in specific product lines sold or manufactured.

Energy Efficiency Action Summary

Since 2017 the company has purchased its electricity from renewable sources via its energy broker. The renewable energy can come from various sources including nuclear, wind and solar. The total electricity derived from renewable sources is 100% and is certified under the UK Government Renewable Energy Guarantees of Origin (REGO) scheme.

James Dewhurst Limited is committed to improving energy efficiency where practical and cost effective.

James Dewhurst Limited (Registered number: 00506170)

Energy and Carbon Report

forming part of the Report of the Directors

for the year ended 31 December 2025

The company is constantly striving to reduce its energy bills by various production initiatives and capital projects. Initiatives implemented since 2021 include: enhanced waste recycling to reduce the volume of waste going to landfill; a rolling programme of LED lighting to replace non-LED lighting throughout the site; increased emphasis on continuous improvement methodology to improve operational efficiencies; investments in more energy efficient weaving technology.

Investment in a new, more energy efficient gas boiler took place in 2022-23 and was commissioned on March 2023. This boiler will save 5% in gas consumption.

Six new weaving looms were bought and installed in 2023 replacing older higher energy consumption looms. The new looms use 10% less energy based on the manufacturers data.

Sioen's policy is that all company cars will be fully electric by 2030. Of the company car fleet, 4 are fully electric and one is a hybrid so James Dewhurst Limited is ahead of this target.

Report of the Independent Auditors to the Members of

forming part of the Report of the Directors

James Dewhurst Limited

Opinion

We have audited the financial statements of James Dewhurst Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity 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 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- | give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The 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.

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.

Report of the Independent Auditors to the Members of

forming part of the Report of the Directors

James Dewhurst Limited

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 seven, 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.

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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- |  | the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |

- |  | we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector; |

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

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

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

Report of the Independent Auditors to the Members of

forming part of the Report of the Directors

James Dewhurst Limited

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

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

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

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

- |  | performed analytical procedures to identify any unusual or unexpected relationships; and |

- |  | tested journal entries to identify unusual transactions. |

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

- |  | agreeing financial statement disclosures to underlying supporting documentation; |

- |  | reading the minutes of meetings of those charged with governance; |

- |  | enquiring of management as to actual and potential litigation and claims; and |

- |  | reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors. |

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

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.

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.

Neil McMillan FCA (Senior Statutory Auditor)

for and on behalf of McMillan & Co LLP

Chartered Accountants and

Statutory Auditor

24 March 2026

James Dewhurst Limited (Registered number: 00506170)

Statement of Comprehensive Income

for the year ended 31 December 2025

2025 | 2024 |

| Notes | £'000 | £'000 | £'000 | £'000 |

TURNOVER | 4 | 25,155 |  | 28,307 |  |

Cost of sales | 15,566 |  | 17,490 |  |

GROSS PROFIT | 9,589 |  | 10,817 |  |

Administrative expenses | 5,386 |  | 5,506 |  |

4,203 |  | 5,311 |  |

Other operating income | 96 |  | 96 |  |

OPERATING PROFIT | 4,299 |  | 5,407 |  |

Income from shares in group undertakings | - |  | 2,284 |  |

Interest receivable and similar income | 6 | - |  | 22 |  |

|  | - |  |  |  | 2,306 |  |

4,299 |  | 7,713 |  |

Interest payable and similar expenses | 7 | 1,055 |  | 74 |  |

PROFIT BEFORE TAXATION | 8 | 3,244 |  | 7,639 |  |

Tax on profit | 9 | 838 |  | 1,333 |  |

PROFIT FOR THE FINANCIAL YEAR | 2,406 |  | 6,306 |  |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 2,406 |  | 6,306 |  |

James Dewhurst Limited (Registered number: 00506170)

Statement of Financial Position

31 December 2025

2025 | 2024 |

| Notes | £'000 | £'000 | £'000 | £'000 |

FIXED ASSETS

Owned

| Intangible assets | 11 | - |  | 1 |  |

| Tangible assets | 12 | 9,481 |  | 10,345 |  |

Right-of-use

| Tangible assets | 12, 19 | 107 |  | 189 |  |

Investments | 13 | 19,829 |  | 19,829 |  |

29,417 |  | 30,364 |  |

CURRENT ASSETS

Stocks | 14 | 5,147 |  | 4,851 |  |

Debtors | 15 | 3,900 |  | 3,906 |  |

Cash at bank and in hand | 1,052 |  | 819 |  |

10,099 |  | 9,576 |  |

CREDITORS

Amounts falling due within one year | 16 | 13,647 |  | 16,269 |  |

NET CURRENT LIABILITIES | (3,548 | ) | (6,693 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 25,869 |  | 23,671 |  |

CREDITORS

Amounts falling due after more than one year | 17 | (23 | ) | (83 | ) |

PROVISIONS FOR LIABILITIES | 21 | (750 | ) | (898 | ) |

NET ASSETS | 25,096 |  | 22,690 |  |

CAPITAL AND RESERVES

Called up share capital | 22 | 20 |  | 20 |  |

Share premium | 23 | 27 |  | 27 |  |

Capital redemption reserve | 23 | 21 |  | 21 |  |

Retained earnings | 23 | 25,028 |  | 22,622 |  |

SHAREHOLDERS' FUNDS | 25,096 |  | 22,690 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 24 March 2026 and were signed on its behalf by:

CA Burnett - Director

James Dewhurst Limited (Registered number: 00506170)

Statement of Changes in Equity

for the year ended 31 December 2025

Called up | Capital |  |

share | Retained | Share | redemption | Total |

capital | earnings | premium | reserve | equity |

£'000 | £'000 | £'000 | £'000 | £'000 |

Balance at 1 January 2024 | 20 |  | 32,316 |  | 27 |  | 21 |  | 32,384 |  |

Changes in equity

Dividends | - |  | (16,000 | ) | - |  | - |  | (16,000 | ) |

Total comprehensive income | - |  | 6,306 |  | - |  | - |  | 6,306 |  |

Balance at 31 December 2024 | 20 |  | 22,622 |  | 27 |  | 21 |  | 22,690 |  |

Changes in equity

Total comprehensive income | - |  | 2,406 |  | - |  | - |  | 2,406 |  |

Balance at 31 December 2025 | 20 |  | 25,028 |  | 27 |  | 21 |  | 25,096 |  |

James Dewhurst Limited (Registered number: 00506170)

Notes to the Financial Statements

for the year ended 31 December 2025

1. | GENERAL INFORMATION

| James Dewhurst Limited (the "Company") is a private company limited by shares, incorporated in United Kingdom under the Companies Act 2006 and registered in England and Wales.

| The nature of the Company's operations and its principal activities are set out in the Strategic Report on pages 2 to 5. The address of the Company's registered office is Altham Lane, Altham, Accrington, Lancashire, BB5 5YA.

| These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the Company operates, generally rounded to the nearest thousand.

| These financial statements are separate financial statements. The Company is exempt from the preparation and delivery of consolidated financial statements, because it is included in the consolidated financial statements of Sihold NV under s400. The Consolidated financial statements of Sihold NV are available to the public and can be obtained as set out in note 26. Sihold owns 100% subsidiary of Sioen Industries NV ("Sioen").

| Adoption of new and revised Standards

| New and amended IFRS Standards that are effective for the current year

| In the current year, the Company has adopted all the new and revised Standards and Interpretations issued by the International Accounting Standards Board (the IASB) and the International Financial Reporting Interpretations Committee (the IFRIC) of the IASB that are relevant to its operations and effective for an annual period that begins on or after 1 January 2025 all of which were endorsed in the UK. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.

| - |  | Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability |  |

| - |  | Amendments to IFRS Practice Statement 1 Management Commentary |  |

| The Company has not adopted early any standards, interpretations or amendments that have been issued but are not yet effective.

| Standards and interpretations published, but not yet applicable for the annual period beginning on 1 January 2026

| At the date of authorisation of these financial statement, the Company has not applied the following new and revised IFRS Standards and Interpretations that have been issued but are not yet effective and, in some cases, had not yet been adopted by the EU:

| - |  | Amendments to IFRS 7 Amendments to the Classification and Measurement of Financial Instruments (applicable for annual periods beginning on or after 1 January 2026) |  |

| - |  | Amendments to IFRS 9 Contracts referencing Nature-dependent Electricity (applicable for annual periods beginning on or after 1 January 2026) |  |

| - |  | Amendments to Annual Improvements to IFRS Accounting Standards - Volume 11 (applicable for annual periods beginning on or after 1 January 2026) |  |

| - |  | Amendments to IFRS 18 Presentation and Disclosure in Financial Statements (applicable for annual periods beginning on or after 1 January 2027) |  |

| - |  | Amendments to IFRS 19 Subsidiaries without Public Accountability: Disclosures (applicable for annual periods beginning on or after 1 January 2027) |  |

| - |  | Amendments to IAS 21 Translation to a Hyperinflationary Presentation Currency (applicable for annual periods beginning on or after 1 January 2027) |  |

| It is expected that the standards and interpretations, not yet applicable, will have no significant impact on the Company's financial result or position.

James Dewhurst Limited (Registered number: 00506170)

Notes to the Financial Statements - continued

for the year ended 31 December 2025

2. | ACCOUNTING POLICIES

| Basis of preparation

| These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

| Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company considers the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement purposes in these financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2, leasing transactions that are within the scope of IAS 17, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in IAS 2 or value in use in IAS 36.

| As permitted by FRS 101, and where applicable, the Company has taken advantage of the disclosure exemptions available under that standard in relation to share-based payment, trade and other receivables and loans, capital management, presentation of comparative information in respect of certain assets, presentation of a cash-flow statement and certain related party transactions. Where relevant, equivalent disclosures have been given in the consolidated financial statements of Sihold NV.

| Going concern

| For the year ended 31 December 2025, the net assets position is £25.1m (2024: £22.7m) and cash position is £1.1m (2024: £0.8m). In further assessing the ability of the Company to continue as a going concern, the directors have considered board approved forecasts which show an improvement in EBITDA, positive cash-flow generation and show the company operating within existing facilities. Furthermore, the company has received assurances that the ultimate parent company (Sioen Industries NV) intends to maintain the group's existing facilities for the foreseeable future.

| Accordingly, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of signing this report and it is appropriate to continue to adopt the going concern basis of accounting in preparing the annual financial statements.

| Investments in subsidiaries

| Investments in subsidiaries are accounted for at cost less, where appropriate, provisions for impairment.

| Revenue

| We apply the five-step model to account for revenue arising from contracts with customers. Revenue is recognised when control of goods is transferred to the customer at an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods. The company has generally concluded that it is the principal in its revenue arrangements partly because it typically controls the goods before transferring them to the customer.

| Contracts with customers to sell products is one performance obligation. Revenue recognition occurs at a point in time, when control of the assets is transferred to the customer, generally on delivery of the goods.

| Customers are entitled to credit note or replacement product in the event of proof of faulty products being supplied.

James Dewhurst Limited (Registered number: 00506170)

Notes to the Financial Statements - continued

for the year ended 31 December 2025

2. | ACCOUNTING POLICIES - continued

| Intangible fixed assets

| Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight line basis over the following bases :

| Computer software |  |  | 25% |  |  | on cost |  |

| The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

| An intangible asset is derecognised on disposal, or when no further economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the new disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

| Tangible fixed assets

| Tangible 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.

| The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is written off. Repairs and maintenance are charged to statement of comprehensive income during the year in which they are incurred.

| Depreciation is recognised so as to write off the cost or valuation of assets (other than freehold land and properties under construction) less their residual values over their useful lives, using the straight line method, on the following bases :

| Freehold property |  | - |  | 2% on cost |  |

| Plant & machinery |  | - |  | 10% - 25% on cost |  |

| Motor vehicles |  | - |  | 25% on cost |  |

| Leased motor vehicles |  | - |  | over the term of the lease |  |

| The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

| A tangible fixed asset is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the statement of comprehensive income.

James Dewhurst Limited (Registered number: 00506170)

Notes to the Financial Statements - continued

for the year ended 31 December 2025

2. | ACCOUNTING POLICIES - continued

| Impairment of tangible and intangible assets

| At each statement of financial position date, the Company 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 to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

| An intangible asset with an indefinite useful life is tested for impairment at least annually and whenever there is an indication that the asset may be impaired.

| Recoverable amount is the higher of fair value less costs of disposal 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.

| 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.

| Financial instruments

| Financial assets and financial liabilities are recognised in the Company's statement of financial position when the company becomes a party to the contractual provisions of the instrument.

| Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than the financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets of financial liabilities at fair value through the statement of comprehensive income are recognised immediately in the statement of comprehensive income.

| Financial assets

| Trade receivables, loans, and other receivables that have fixed already terminable payments that are not quoted in an active market are classified as 'at amortised cost'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

| They arise when the Company provides money, goods, or services directly to a debtor with no intention of selling the receivable. They are included in current assets, except for those with maturities greater than 12 months after the reporting date, which are classified as non-current assets. Loans and receivables are included in debtors in the statement of financial position (note 15).

James Dewhurst Limited (Registered number: 00506170)

Notes to the Financial Statements - continued

for the year ended 31 December 2025

2. | ACCOUNTING POLICIES - continued

| Effective interest method

| The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

| Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as at FVPL.

| Held-to-maturity investments

| Bills of exchange and debentures with fixed or determinable payments and fixed maturity dates that the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity investments. Held-to-maturity investments are measured at amortised cost using the effective interest rate method less any impairment, with revenue recognised on an effective yield basis.

| Available for sale (AFS) financial assets

| AFS financial assets are non-derivatives that are either designated as AFS or are classified as (a) loans and receivables, (b) held-to-maturity investments or (c) financial assets at fair value through profit or loss. As at 31 December 2025, the Company does not hold any financial assets classified as at AFS.

| Impairment of trade receivables

| The Company applies the simplified approach to impairment for trade receivables, measuring expected credit losses ("ECL") using a lifetime expected credit loss allowance. The expected credit losses are estimated using a provision matrix based on the Company's historical loss experience. The historical loss rates are adjusted for factors that are specific to the general economic conditions and an assessment of the current and forecast direction of economic conditions at the reporting date.

| The Company writes off a trade receivable when there is information indicating that a counterparty is in severe financial difficulty and there is no realistic prospect of recovery. Financial assets written off may still be subject to enforcement activities under the Company's recovery procedures. Any recoveries made are recognised in profit or loss.

| When a payment of trade receivables is in doubt due to factors other than credit risk, the contractual considerations are reassessed under IFRS 15 Revenue from Contracts with Customers and revenue may be reduced accordingly.

| Reclassification of financial assets

| An entity cannot reclassify financial liabilities under IFRS 9.

| Derecognition of financial assets

| The company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

| On derecognition of a financial asset in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss.

James Dewhurst Limited (Registered number: 00506170)

Notes to the Financial Statements - continued

for the year ended 31 December 2025

2. | ACCOUNTING POLICIES - continued

| Financial liabilities and equity instrument

| Classification as debt or equity

| Debt and equity instruments are classified either as financial liabilities or as equity in accordance with the substance of the contractual arrangement.

| Equity instruments

| An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

| Repurchase of the Company's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue, or cancellation of the Company's own equity instruments.

| Financial liabilities

| There are no changes to financial liabilities under IFRS 9.

| Financial liabilities are classified as either financial liabilities 'at FVPL' or 'other financial liabilities'. At 31 December 2025, the Company does not hold any financial liabilities classified as at FVPL.

| Other financial liabilities

| Other financial liabilities, including borrowings and trade and other payables, are initially measured at fair value, net of transaction costs.

| Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

| Derecognition of financial liabilities

| The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled, or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

| Stocks

| Stocks are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average method. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

| Stock value includes goods in transit where raw material ownership has transferred to this company from the supplier and finished good stock where the sales item has not reached final destination before year end.

| Taxation

| 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 balance sheet date.

James Dewhurst Limited (Registered number: 00506170)

Notes to the Financial Statements - continued

for the year ended 31 December 2025

2. | ACCOUNTING POLICIES - continued

| A provision is recognised for those matters for which the tax determination is uncertain, but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the Company supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice.

| Deferred tax

| Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the statement of financial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit ignore the accounting profit.

| The carrying amount of deferred tax assets is reviewed at each statement of financial position 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 year when the liability is settled, or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the statement of financial position date.

| The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

| Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the company intends to settle its current tax assets and liabilities on a net basis.

| Current tax and deferred tax for the year

| Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised other comprehensive income or directly in equity respectively.

| Research and development

| Research expenditure with a view to the acquisition of new scientific or technological insights or knowledge is included as a cost in the income statements as it arises. Development expenditure in which research results are used in a plan or design for the production of new or substantially improved products and processes prior to commercial production or implementation is only recognised in the balance sheet if all the following conditions are satisfied :

| - |  | the product or process is precisely defined and the expenditure is individually identifiable and reliably measurable; |  |

| - |  | the product's technical feasibility has been sufficiently demonstrated; |  |

| - |  | the product or process will be commercialised or used within the company; |  |

| - |  | the product or process will generate future economic benefits (eg a potential market exists for the product or its internal usefulness has been sufficiently proven); |  |

| - |  | the appropriate technical, financial and other resources are available to finalise the project. |  |

| If the above criteria are not satisfied, the development costs are taken to the income statement as they arise. Capitalised development costs are depreciated on a straight line basis over the expected duration of the generated benefits from the start of commercial production or the implementation of the product or process.

James Dewhurst Limited (Registered number: 00506170)

Notes to the Financial Statements - continued

for the year ended 31 December 2025

2. | ACCOUNTING POLICIES - continued

| Foreign currencies

| Transactions in currencies other than the Company's functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions to convert to the presentational currency in the financial statements. At each statement of financial position date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rate prevailing at the date where the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

| Exchange differences are recognised in profit or loss in the year in which they occur.

| Leases

| Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.

| Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

| Employee benefit costs

| The company operates a defined contribution pension scheme 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.

| Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

| Cash and cash equivalents

| Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than 3 months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

James Dewhurst Limited (Registered number: 00506170)

Notes to the Financial Statements - continued

for the year ended 31 December 2025

2. | ACCOUNTING POLICIES - continued

| Borrowing costs

| All borrowing costs are recognised in the statement of comprehensive income in the year in which they are incurred.

| Provisions for liabilities

| Provisions are recognised when the company has a present obligation (legal or constructive) resulting from a past event, it is probable that the company 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 statement of financial position date, considering the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

| When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably.

| Government grants

| Government grants are included within accruals and deferred income in the balance sheet and credited to the statement of comprehensive income on the basis of the terms of the grant.

| Operating profit

| Operating profit is stated after charging exceptional items but before investment income and finance costs.

| Dividend and interest income

| Dividend income from investments is recognised when the shareholders rights to receive payment have been established (if it is probable that the economic benefits will flow to the company and the amount of income can be measured reliably).

| Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principle outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

| In the application of the company's accounting policies, which are described in note 2, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both the current and future periods.

James Dewhurst Limited (Registered number: 00506170)

Notes to the Financial Statements - continued

for the year ended 31 December 2025

| Critical judgements in applying the company's accounting policies

| The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the company accounting policies and that have the most significant effect on the amounts recognised in financial statements.

| i) Impairment of investments

| Investments in subsidiaries are valued at cost less provision for impairment. At the end of each reporting period the company considers whether there is any indication that investments in subsidiary companies may be impaired. If any such indication exists, the entity is required to estimate the recoverable amount of the asset.

| Judgement is required to determine whether an indicator of potential impairment exists in relation to the company's investments. In applying this judgement, the company considers the impairment indicators in IAS 36, including assessing the historic and forecast performance of the company's subsidiaries. The subsidiary has performed well for the past 2 years, and the forecasts show that it will continue to generate a positive cashflow. A discounted cashflow was prepared which showed that the impairment was no longer required, and consequently the provision has been written back in the year.

| Key sources of estimation uncertainty

| The key assumptions concerning the future and other key sources of estimation uncertainty at the statement of financial position date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

| i) Useful economic lives of intangible and tangible assets

| The annual depreciation charge for tangible and intangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation, and the physical condition of the assets. See note 13 for the carrying amount of the property, plant and equipment, and note 2 for the useful economic lives for each class of assets.

| ii) Impairment of debtors

| The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management determined the expected credit loss ("ECL") using a lifetime expected credit loss allowance. The expected credit losses are estimated using a provision matrix based on the company's historical loss experience and an assessment of the current and forecast direction of economic conditions at the reporting date. The company's total exposure to outstanding debtors is the carrying value of trade and other debtors as reported in note 16.

4. | TURNOVER

| The turnover and profit before taxation are attributable to the one principal activity of the company.

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

2025 | 2024 |

£'000 | £'000 |

| United Kingdom | 2,596 |  | 2,499 |  |

| Europe | 19,996 |  | 23,177 |  |

| Rest of the world | 2,563 |  | 2,631 |  |

25,155 |  | 28,307 |  |

James Dewhurst Limited (Registered number: 00506170)

Notes to the Financial Statements - continued

for the year ended 31 December 2025

5. | EMPLOYEES AND DIRECTORS

|  | 2025 |  |  | 2024 |  |

|  | £'000 |  |  | £'000 |  |

| Wages and salaries |  |  | 4,973 |  |  | 5,259 |  |

| Social security costs |  |  | 610 |  |  | 550 |  |

| Other pension costs |  |  | 266 |  |  | 246 |  |

| Severance payments |  |  | - |  |  | 254 |  |

|  | 5,849 |  |  | 6,309 |  |

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

|  | 2025 |  |  | 2024 |  |

| Office and management |  |  | 25 |  |  | 28 |  |

| Manufacturing |  |  | 107 |  |  | 119 |  |

|  | 132 |  |  | 147 |  |

2025 | 2024 |

£ | £ |

| Directors' remuneration | 142,786 |  | 134,064 |  |

| Directors' pension contributions to money purchase schemes | 14,146 |  | 11,912 |  |

| The number of directors to whom retirement benefits were accruing was as follows:

| Money purchase schemes | 1 |  | 1 |  |

6. | INTEREST RECEIVABLE AND SIMILAR INCOME |

2025 | 2024 |

£'000 | £'000 |

| Interest on corporation tax refund | - |  | 22 |  |

7. | INTEREST PAYABLE AND SIMILAR EXPENSES |

2025 | 2024 |

£'000 | £'000 |

| Group interest payable | 441 |  | 488 |  |

| Leasing | 4 |  | 3 |  |

| Foreign exchange loss/(profit) | 610 |  | (417 | ) |

1,055 |  | 74 |  |

James Dewhurst Limited (Registered number: 00506170)

Notes to the Financial Statements - continued

for the year ended 31 December 2025

8. | PROFIT BEFORE TAXATION

| The profit before taxation is stated after charging:

2025 | 2024 |

£'000 | £'000 |

| Cost of inventories recognised as expense | 15,566 |  | 17,490 |  |

| Depreciation - owned assets | 1,191 |  | 1,177 |  |

| Depreciation - assets on hire purchase contracts or finance leases | 107 |  | 109 |  |

| Computer software amortisation | 1 |  | 8 |  |

| Auditors' remuneration | 34 |  | 28 |  |

| Redundancy costs associated with weaving restructure | - |  | 254 |  |

9. | TAXATION

| Analysis of tax expense

2025 | 2024 |

£'000 | £'000 |

| Current tax:

| Tax | 976 |  | 1,411 |  |

| Adjustment in respect of previous periods | 11 |  | (101 | ) |

| Total current tax | 987 |  | 1,310 |  |

| Deferred tax:

| Deferred tax | (146 | ) | (65 | ) |

| Adjustment in respect of previous periods | (3 | ) | 88 |  |

| Total deferred tax | (149 | ) | 23 |  |

| Total tax expense in statement of comprehensive income | 838 |  | 1,333 |  |

| Factors affecting the tax expense

| The tax assessed for the year is higher (2024 - lower) than the standard rate of corporation tax in the UK. The difference is explained below:

2025 | 2024 |

£'000 | £'000 |

| Profit before income tax | 3,244 |  | 7,639 |  |

| Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%) | 811 |  | 1,910 |  |

| Effects of:

| Expenses not deductible for tax purposes | 35 |  | 66 |  |

| Adjustments in respect of previous years | 6 |  | (19 | ) |

| Tax rate changes | - |  | (2 | ) |

| RDEC credit | (14 | ) | (21 | ) |

| Income not taxable | - |  | (601 | ) |

| Tax expense | 838 |  | 1,333 |  |

James Dewhurst Limited (Registered number: 00506170)

Notes to the Financial Statements - continued

for the year ended 31 December 2025

10. | DIVIDENDS

2025 | 2024 |

£'000 | £'000 |

| Ordinary shares shares of £1 each

| Dividends paid | - |  | 16,000 |  |

11. | INTANGIBLE FIXED ASSETS

Computer |

software |

£'000 |

| COST

| At 1 January 2025 | 156 |  |

| Disposals | (7 | ) |

| At 31 December 2025 | 149 |  |

| AMORTISATION

| At 1 January 2025 | 155 |  |

| Amortisation for year | 1 |  |

| Eliminated on disposal | (7 | ) |

| At 31 December 2025 | 149 |  |

| NET BOOK VALUE

| At 31 December 2025 | - |  |

| At 31 December 2024 | 1 |  |

12. | TANGIBLE FIXED ASSETS

Freehold | Plant and | Motor |

property | machinery | vehicles | Totals |

£'000 | £'000 | £'000 | £'000 |

| COST

| At 1 January 2025 | 8,256 |  | 17,509 |  | 126 |  | 25,891 |  |

| Additions | 119 |  | 222 |  | 11 |  | 352 |  |

| Disposals | - |  | (18 | ) | (25 | ) | (43 | ) |

| At 31 December 2025 | 8,375 |  | 17,713 |  | 112 |  | 26,200 |  |

| DEPRECIATION

| At 1 January 2025 | 3,201 |  | 12,107 |  | 49 |  | 15,357 |  |

| Charge for year | 228 |  | 1,029 |  | 41 |  | 1,298 |  |

| Eliminated on disposal | - |  | (18 | ) | (25 | ) | (43 | ) |

| At 31 December 2025 | 3,429 |  | 13,118 |  | 65 |  | 16,612 |  |

| NET BOOK VALUE

| At 31 December 2025 | 4,946 |  | 4,595 |  | 47 |  | 9,588 |  |

| At 31 December 2024 | 5,055 |  | 5,402 |  | 77 |  | 10,534 |  |

| Right of use assets are disclosed in note 19.

James Dewhurst Limited (Registered number: 00506170)

Notes to the Financial Statements - continued

for the year ended 31 December 2025

13. | INVESTMENTS

Shares in |

group |

undertakings |

£'000 |

| COST

| At 1 January 2025

| and 31 December 2025 | 19,829 |  |

| NET BOOK VALUE

| At 31 December 2025 | 19,829 |  |

| At 31 December 2024 | 19,829 |  |

| The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

| Dewtex Inc

| Registered office: 2071 Clary Connector, Eastanollee, GA 30538, USA

| Nature of business: Textile manufacturer

% |

| Class of shares: | holding |

| Ordinary | 100.00 |

14. | STOCKS

2025 | 2024 |

£'000 | £'000 |

| Raw materials | 4,036 |  | 3,563 |  |

| Work-in-progress | 234 |  | 362 |  |

| Finished goods | 877 |  | 926 |  |

5,147 |  | 4,851 |  |

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

2025 | 2024 |

£'000 | £'000 |

| Trade debtors | 3,344 |  | 3,333 |  |

| Amounts owed by group undertakings | 267 |  | 182 |  |

| Other debtors | 134 |  | 269 |  |

| Prepayments and accrued income | 155 |  | 122 |  |

3,900 |  | 3,906 |  |

| Of the trade debtors balance of £3,344,000 (2024: £3,333,000), there is a doubtful debt provision of £18,173 (2024: £18,173).

James Dewhurst Limited (Registered number: 00506170)

Notes to the Financial Statements - continued

for the year ended 31 December 2025

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

2025 | 2024 |

£'000 | £'000 |

| Leases (see note 18) | 82 |  | 103 |  |

| Trade creditors | 1,451 |  | 1,779 |  |

| Amounts owed to group undertakings | 10,069 |  | 12,818 |  |

| Corporation tax | 68 |  | 160 |  |

| Social security and other taxes | 133 |  | 149 |  |

| Accruals and deferred income | 1,844 |  | 1,260 |  |

13,647 |  | 16,269 |  |

17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

2025 | 2024 |

£'000 | £'000 |

| Leases (see note 18) | 23 |  | 83 |  |

18. | FINANCIAL LIABILITIES - BORROWINGS |

2025 | 2024 |

£'000 | £'000 |

| Current:

| Leases (see note 19) | 82 |  | 103 |  |

| Non-current:

| Leases (see note 19) | 23 |  | 83 |  |

| Terms and debt repayment schedule

1 year or |

less | 1-2 years | Totals |

£'000 | £'000 | £'000 |

| Leases | 82 |  | 23 |  | 105 |  |

| The Company leases several assets including motor vehicles, plant and equipment. The average lease term is 3 years and the total cash outflow for leases was £108,000 (2024: £130,000). No amounts fall due in more than 5 years (2024: £nil). Short term and low value leases are not held on the balance sheet.

James Dewhurst Limited (Registered number: 00506170)

Notes to the Financial Statements - continued

for the year ended 31 December 2025

19. | LEASING

| Right-of-use assets

| Tangible fixed assets

2025 | 2024 |

£'000 | £'000 |

| COST

| At 1 January 2025 | 287 |  | 499 |  |

| Additions | 25 |  | 164 |  |

| Disposals | (38 | ) | (376 | ) |

274 |  | 287 |  |

| DEPRECIATION

| At 1 January 2025 | 98 |  | 332 |  |

| Charge for year | 107 |  | 109 |  |

| Eliminated on disposal | (38 | ) | (343 | ) |

167 |  | 98 |  |

| NET BOOK VALUE | 107 |  | 189 |  |

| Lease liabilities

| Minimum lease payments fall due as follows:

2025 | 2024 |

£'000 | £'000 |

| Gross obligations repayable:

| Within one year | 84 |  | 106 |  |

| Between one and five years | 25 |  | 85 |  |

109 |  | 191 |  |

| Finance charges repayable:

| Within one year | 2 |  | 3 |  |

| Between one and five years | 2 |  | 2 |  |

4 |  | 5 |  |

| Net obligations repayable:

| Within one year | 82 |  | 103 |  |

| Between one and five years | 23 |  | 83 |  |

105 |  | 186 |  |

James Dewhurst Limited (Registered number: 00506170)

Notes to the Financial Statements - continued

for the year ended 31 December 2025

20. | LOANS

| Included within the above creditors are loan amounts falling due as follows:

|  | 2025 |  |  | 2024 |  |

|  | £ |  |  | £ |  |

| Intercompany loans falling due within one year |  | 10,069 |  |  | 12,818 |  |

|  | 10,069 |  |  | 12,818 |  |

| INTERCOMPANY LOANS

| Intercompany loans comprise a €10m loan facility from Sioen that is valid for an indefinite period but can be ended by each party after a 3 month notice period or should the subsidiary no longer be part of the Sioen group. The principal terms of this intercompany facility are:

| Loan facility drawdowns

| The Company can draw down amounts form the loan facility to finance working capital and normal capital expenditure by requesting the funds one week in advance. Important capital expenditure projects should be approved by the Board of Directors of Sioen before funds are made available.

| Netting service system

| Any subsidiary of the Sioen group that adheres to the netting service system will automatically transfer a current accounts it has with another member of the group to Sioen on the 30th day of each month.

| Cash pooling

| To centralise cash Sioen operates periodic (daily/weekly) balancing transactions from the subsidiary bank account(s) to the bank account(s) of Sioen. Any cash surplus a subsidiary is holding will be transferred to Sioen and the current account the subsidiary holds with Sioen will be credited. If the subsidiary has a (planned) cash shortfall this cash shortfall will be financed by a transfer from Sioen's bank account, and the current account of the subsidiary will be debited.

| Structural debt or receivable position

| When the subsidiary has a structural debt position the current account position will be split into long-term and short-term elements at least each year end. The short-term part of the loan will be calculated as budgeted EBITDA for the next year minus budgeted capital expenditure for the next year and considered as a proxy for the repayment capacity of the subsidiary for the next year. When the subsidiary has a structural receivable position, the parties might decide on a dividend payment or other solutions to decrease the current accounts receivable of the subsidiary. However, as the facility is cancellable within three months' notice, the company has classified all borrowings under this facility as due within 12 months.

| Interest

| The current account carries interest that is calculated on a quarterly basis and is settled via the current account. In the case of debt position of the subsidiary towards Sioen the interest rate charged to the subsidiary is based on Sioens external cost of funding, increased with a loan margin. Consequently, interest rates might change on a quarterly basis depending on the changes in Sioen's cost of external funding. In the case of a receivable position of the subsidiary to Sioen the interest rate a subsidiary receives is equal to the EURIBOR interest rates increased by 0.05% and will be a minimum of 0.05% if the EURIBOR is negative. The interest will be calculated based on a year of 360 days (with 12 30-day months) divided by 360.

| Repayment

| The interaction between the loan facility, netting service system and cash pooling means the subsidiary's cash positions will be transferred to Sioen that result in a repayment of the loan facility. If the subsidiary leaves the Sioen group, the current account will become repayable immediately.

James Dewhurst Limited (Registered number: 00506170)

Notes to the Financial Statements - continued

for the year ended 31 December 2025

21. | PROVISIONS FOR LIABILITIES

2025 | 2024 |

£'000 | £'000 |

| Deferred tax | 750 |  | 898 |  |

Deferred tax |

£'000 |

| Balance at 1 January 2025 | 898 |  |

| Provided during year | (148 | ) |

| Balance at 31 December 2025 | 750 |  |

22. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

value: | £ | £ |

| 18,930 | Ordinary shares | £1 | 18,930 |  | 18,930 |  |

| 1,425 | Ordinary B shares | £1 | 1,425 |  | 1,425 |  |

20,355 |  | 20,355 |  |

| The Ordinary shares and Ordinary B shares rank pari-passu in all respects save as follows:

| Dividends

| The Ordinary B shares have no rights to dividends, whereas the Ordinary shares confer the rights to receive dividends declared pro-rata to the number of shares held.

| Capital

| In the event of an exit where Total Equity Proceeds are greater than or equal to £21.7m, the Total Equity Proceeds are distributed amongst the holders of the Ordinary shares and Ordinary B shares pro-rata to the number of shares held.

| In the event of an exit where Total Equity Proceeds are less than £21.7m, the capital is returned in the following order :

| - |  | First in paying the holders of Ordinary shares the subscription price of the shares (including any share premium) |

| - |  | Second in paying the holders of Ordinary B shares £20 for each share held |

| - |  | Third in distributing the balance of any proceeds on a pro-rata basis amongst the holders of the Ordinary shares |

| Voting

| The Ordinary B shares confer no rights to receive notice of, attend, speak, or vote at any general meeting of the company or vote on any written resolution of the Company.

James Dewhurst Limited (Registered number: 00506170)

Notes to the Financial Statements - continued

for the year ended 31 December 2025

23. | RESERVES

Capital |

Retained | Share | redemption |

earnings | premium | reserve | Totals |

£'000 | £'000 | £'000 | £'000 |

| At 1 January 2025 | 22,622 |  | 27 |  | 21 |  | 22,670 |  |

| Profit for the year | 2,406 |  | - |  | - |  | 2,406 |  |

| At 31 December 2025 | 25,028 |  | 27 |  | 21 |  | 25,076 |  |

| Share premium account

| This reserve records the excess of the fair value attributed to the shares above the nominal value.

| Capital redemption reserve

| This reserve records the nominal value of shares repurchased by the Company.

| Profit and loss account

| This includes all current year and prior years' retained profits and losses net of dividends.

24. | PENSION COMMITMENTS

| The Company operates several defined contribution pension schemes. The assets of the schemes are held separately from those of the Company in individually administered funds. The pension charge represents contributions payable by the Company to the funds and amounted to £266,000 (2024: £228,000). At the balance sheet date £44,000 remained outstanding and is included within creditors (2024: £42,000).

25. | RELATED PARTY DISCLOSURES

| Transactions and balances with wholly owned subsidiaries of Sioen Industries NV have not been disclosed as permitted by FRS 101.

26. | ULTIMATE CONTROLLING PARTY

| In the opinion of the directors, Sioen Industries NV, a company registered in Belgium, is the company's ultimate parent company and ultimate controlling party. The parent undertaking of the largest group, which includes the Company, and for which group financial statements are prepared, is Sihold NV, incorporated in Belgium. Sioen Industries NV is the smallest group in which the results of the Company are consolidated.

| Copies of the group financial statements, Sihold NV, are available from its registered address, which is Fabriekstraat 23, 8850 Ardooie, Belgium.

| The Company's immediate controlling party is Jade Equity Limited, a company registered in England and Wales, whose registered office is Altham Lane, Altham, Accrington, Lancashire BB5 5YA.