The directors present the strategic report for the 18-month period ended 3 August 2025.

The Group’s principal activity is the design, manufacture and sale of Castore and sports team branded apparel and accessories, which are sold online, through stores and wholesale partners.

During the Financial Period the Castore Group continued to invest in core operations and infrastructure to position the business for long term revenue, profitability and cash flow growth.

We opened multiple new physical stores in the period and launched ecommerce platforms which have performed strongly and supported revenue growth. We combine a model of direct operations to maximise margins in areas where we have a clear expertise, with distribution and licensing agreements with local experts in markets where we do not.

We continue to focus on tighter stock inventory management to maximise margins and create a more efficient stock flow. This is also enabling the business to make the logistics and warehouse operations more streamlined on a fixed and variable cost basis.

The challenging macro environment combined with our long term view of value creation and therefore desire to continue investing in value accretive opportunities has resulted in a short term impact in profitability. We are comfortable with this based on our confidence in the core business model, long term industry growth drivers and the Group’s long term profit potential. We will continue to invest in the business as long as we see long term value opportunities and believe this mindset remains a core competitive advantage to our business and shareholders.

The Directors are pleased with the progress that has been made and confident in the longer term outlook and strategic plans. The directors recognise that the results can only be achieved with support of its people, partners, suppliers, investors and other key stakeholders and are grateful for the commitment, energy and passion of everyone who continues to believe in the vision.

The principal risk that can materially affect revenues and other key performance indicators is general economic risk. The economy is important to the overall success of the consumer sector globally. Low growth, high inflation and increasing interest rates, as seen in recent times, may deter the spending of key customers. However, Castore is a premium brand which fills a unique position in the sportswear market and has proven itself increasingly popular despite economic uncertainty. More generally, the sports merchandise industry has historically been far more resilient than the wider consumer sector. The key economic risks have been managed accordingly in line with the below.

Financial risk: The Group has a Revolving Credit Facility which is paid down periodically in line with the natural work capital requirements of the business. The Directors constantly review and agree policies for managing all financial risk on an ongoing basis.

Currency risk: The Group is exposed to transaction based foreign exchange risk. Certain inventory purchase transactions are hedged when required, principally using forward currency contracts.

Liquidity risk: The Group seeks to manage liquidity risk by regularly forecasting future cashflows to ensure sufficient funds are available to meet the Group's financial obligations for the foreseeable future.

Interest rate risk: The Group finances its operations through a mixture of shareholder equity, a revolving credit facility and retained profits. The directors envisage no material interest rate exposure to the Group in the short term and will continue to monitor interest rate risk and its strategy to mitigate any such exposure in the medium term. Interest rate risk is further reduced through the investing of excess cash reserves into money market funds, which acts as a natural hedge against the interest rate risk on the revolving credit facility.

Credit risk: The Group's primary credit risk is driven by the credit terms provided to wholesale customers as well as partner sports teams. Credit checks are carried out on all customers prior to the commencement of trade. Aged debt is then reviewed by senior management on a regular basis with rigorous efforts made to collect all debt outstanding. There is no credit risk associated with sales made online and through physical stores.

The Group’s key performance indicators are revenue, gross profit margin and EBITDA.

S172(1) in the Companies Act 2006 sets out the duties of a director to promote the success of the company. A director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

(a) the likely consequences of any decision in the long term,

(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 desirability of the company maintaining a reputation for high standards of business conduct,     and

(f) the need to act fairly as between members of the company.

The directors support these requirements and meet regularly to consider and discuss key decisions. Central to this decision making process is consideration of their responsibilities to promote the success of the Company, as well as the impact of any decision on the key stakeholders of the Company.

On behalf of the board

The directors present their annual report and financial statements for the 18-month period ended 3 August 2025.

The Group’s EBITDA amounted to £30.8m (2024: £12.3m). The Group’s loss for the year after taxation and exceptional items amounted to £40.3m (2024: £25.8m loss). The business finished with cash on balance sheet of £36.8m and financing facilities of £100m. Further detail on this result is set out in the Strategic Report on pages 1 to 3. The directors do not recommend the payment of a dividend.

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

Tangible investments have been made in the year to ensure the business creates world class products and have world class digital capabilities. During the year, the Group invested in Research and Development expenditure to drive new product development as well as data analytics and brand development. These investments will augment Castore’s position as a leading challenger brand in the global sportswear market and position the Group for long term success.

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

The Group operates an open structure and encourages the involvement of its employees in its management through regular team, office and company meetings.

The Group seeks to work with employees, taking into account their personal circumstances to ensure appropriate training, development and advancement opportunities are available to enable them to reach their full potential.

The Group will employ disabled persons when they appear to be suitable for particular vacancy and every effort is made to ensure that they are given full and fair consideration when such vacancies arise.

Engagement with suppliers, customers and other stakeholders

The directors made every effort to have a collaborative relations with customers, suppliers, as well as any others in a business relationship with the Group. The impacts on these stakeholder groups are considered before any key decision is made by the Group.

The business continues to grow its portfolio of professional partnerships with athletes and teams that recognise the value of Castore’s leading product and commercial proposition. As well as providing opportunities to drive revenue and profit growth, these associations further enhance awareness of the Castore brand.

Since the balance sheet date, the Group has completed the acquisition of Belstaff, a heritage British outerwear and lifestyle brand. The acquisition aligns with the Group’s long-term strategic objective to broaden its brand portfolio beyond performance sportswear and to strengthen its position within the premium apparel market. Belstaff’s established brand equity, global customer base, and expertise in premium outerwear are expected to complement the Group’s existing sportswear operations and provide opportunities for operational and commercial synergies.

The financial impact of the acquisition will be reflected in the Group’s results for the period ending after the acquisition date. There were no other material post-balance-sheet events requiring disclosure.

The Group’s strategy remains focused on sustainable growth within the global sportswear and apparel market, supported by continued investment in brand development, product innovation, and operational efficiency.

Following our Belstaff investment, we will selectively advance our acquisition strategy, looking to invest in premium, high quality durables brands who will benefit from being part of our Group infrastructure and who’s earnings we can compound over the long term.

For Castore, the growth within the global sports market remains highly attractive and whilst competitive dynamics can fluctuate, our agile and digital first model is proven to deliver consistent revenue growth for sports teams across multiple categories and geographies. We are highly confident in Castore’s ability to continue to win in the professional sports market, which provides an exceptional engine to drive our mainline brand growth internationally.

Technology remains a key focus for our leadership team as we look to integrate AI into the business to drive cost savings, efficiency and productivity enhancements wherever possible. We believe AI is a generational and transformational technology and are convinced that the Castore Group will be at the forefront of this, with the ability to impact both cost and revenue lines. There will be many losers from those who do not embrace the technology and equally many winners. We are very positive about the progress made to date and excited for the further progress to come.

The combination of a long term Founder led strategy, prioritising innovation and brand building and commitment to leveraging technology to consistently drive efficiencies positions the Group for long term success.

The external environment in which the business operates remains challenging with both macro factors and competitive dynamics putting pressure on profit margins. We remain disciplined and focussed with the investments we make to maximise long term returns and brand equity. Castore’s innovative performance fabrics and elite sports partnerships and Belstaff’s heritage and consumer resonance position both strongly despite continued external pressures.

The Directors remain mindful of the highly competitive nature of the global sportswear market and will continue to monitor market conditions, consumer trends, and geopolitical factors that may impact future performance.

DJH Audit Limited, our appointed auditor, have conducted the audit for the period ended 3 August 2025 and have expressed a willingness to remain in office. Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed reappointed in absence of an AGM.

Given the rapid growth of the Group over recent years, as well as the complexity of the Group’s supply chains, the directors do not believe it is practical to obtain the information outlined in Part 7 of the Companies Act 2006 “Disclosures concerning greenhouse gas emissions”.

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

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company, and of the profit or loss of the group for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

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

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

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

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

We have audited the financial statements of J.Carter Sporting Club Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 3 August 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 3 August 2025 and of the group's loss for the period then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• The information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the Company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the Company, which were contrary to applicable laws and regulations including fraud, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principle risks were related to inflated revenue and profit.

Audit procedures performed included:

- review of the financial statement disclosures to underlying supporting documentation.

- review of any correspondence with legal advisors, and enquiries of management and those charged with governance around actual and potential litigation and claims

- enquiries with Company's staff to identify any instances with non-compliance with laws and regulations

- enquiries of management and review of monthly management accounts and reports in so far as they related to the financial statements

- testing of journals and evaluating, whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud, and evaluating the business rationale of significant transactions outside the normal course of business

- undertaking detailed substantive testing of material items and a sample of other items

- consideration of the reasonableness of the figures and analytical review, including comparison with previous years and expected trends

- review of the compliance with and effectiveness of internal controls

There are inherent limitations in the audit procedures described above and the further removed non- compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £40,128k (2024: £25,802k).

J.Carter Sporting Club Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1 Central Street, Manchester, United Kingdom, M2 5WR.

The group consists of J.Carter Sporting Club Limited and all of its subsidiaries.

The financial statements cover an 18‑month period following a change in the accounting reference date to align reporting with the annual sporting season. This has resulted in a reporting period longer than one year and, accordingly, comparative figures are not entirely comparable.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

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

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

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

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

During the period, the company implemented a change in accounting policy with relation to Sponsorship fees incurred on our partnerships with Clubs.

This change in accounting policy has resulted from a review of the accounting treatment of intangible assets. We have therefore capitalised a portion of these costs on partnerships for which future economic benefit can be obtained through the agreement.

In accordance with applicable accounting standards, the impact of the adjustment on the 2024 financial statements is as follows:

- Increase in amortisation expense: £10,978,579

- Increase in interest expense: £3,851,086

- Decrease in administrative expense: £10,574,505

- Increase in intangible assets sponsorship fees cost: £99,231,227

- Increase in long term contract liabilities: £80,375,642

- Increase in short term contract liabilities: £11,577,460

The impact of the adjustment on the 2024 Cash Flow Statement is an increase in amortisation and finance cost. The increase to intangibles and long term creditors is recognised on a non cash basis and therefore not included.

There is no impact on the current year’s profit other than the an opening balance adjustment of £4,255,160.

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

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

The consolidated group financial statements consist of the financial statements of the parent company J.Carter Sporting Club Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 3 August 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

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

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

The Group has prepared financial forecasts which cover the period of 12 months from the date of approval of the financial statements and include consideration of all potential external impacts on the business including the future cash flows, financing arrangements, and potential impacts of the current economic climate on its operations. These forecasts indicate the Group will be able to meet it liabilities as they fall due throughout this period.

By focusing on brand positioning, global expansion, innovative technology, and retail partnerships, Castore has strategically strengthened its position in a highly competitive market. Despite challenges, their commitment to premium quality, sustainability, and consumer engagement has helped the company manage its risks effectively and continue operating as a going concern.

Based on the analysis completed and the investment secured, the directors believe that the Group has adequate resources to fund its operations for the going concern period and have therefore concluded that it remains appropriate to adopt the going concern basis of accounting in preparing the annual financial statements.

Revenue comprises sales of goods provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money where material, which is recognised as interest income.

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

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Intangible assets comprise primarily licence fees for the use of trade marks. Such assets are defined as having finite useful lives and the costs are amortised on a straight line basis over the length of the contract. Intangible assets are stated at cost less amortisation and are reviewed for impairment whenever there is an indication that the carrying value may be impaired.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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

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

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

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

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

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

Cost is calculated using the weighted average method.

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

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

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

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

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

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

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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

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

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

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

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

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

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

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

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

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

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

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

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

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

The company operates an employee share ownership plan (ESOP) trust and has de facto control of the shares held by the trust and bears their benefits and risks. The company records assets and liabilities of the trust as its own. Consideration paid by the ESOP scheme for shares of the company is deducted from equity. Finance costs and administrative expenses incurred by the company in relation to the ESOP are recognised on an accruals basis.

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

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

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

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

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

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

A reliable estimate of the useful life and residual value of tangible and intangible assets is established. The estimate is based on a variety of factors, such as the expected use of the assets, any legal, regulatory or contractual provisions that can limit useful life and residual value, and assumptions that market participants would consider in respect on similar assets.

Management estimation is required to determine the appropriate amounts of provisions (including provisions for stock, bad debt and deferred tax). The judgements, estimates and associated assumptions necessary to calculate these provisions are based on historical experience and other relevant factors. For stock provision, management also takes into account utilisation after the year end and estimated realisable value.

In determining whether an item should be presented as exceptional, the Company considers items that are significant due to their size or nature and that are non-recurring. In order for an item to be presented as exceptional, it should, typically, meet at least one of the following criteria:

- It is a significant item by size or nature,

- It has been indirectly incurred as a result of a restructuring programme,

- It is unusual in nature or outside the normal course of business.

The separate reporting of items helps provide an indication of the Company’s trading performance in the normal course of business.

A further breakdown of the exceptional are as follows:

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).

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

Details of the company's subsidiaries at 3 August 2025 are as follows:

Registered office addresses (all UK unless otherwise indicated):

The long term loans include a revolving credit facility of £60,000,000, with a total capacity of £100,000,000, that is secured by a floating charge on the assets of the Company.

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

The deferred tax asset set out above relates to the utilisation of tax losses against future expected profits. The deferred tax liability set out above relates to accelerated capital allowances that are expected to mature within the same period.

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

There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.

The preference shares carry the right to receive a fixed cumulative preferential amount of 15% per annum on the starting price (as defined in the Articles) and rank ahead of ordinary shares in the event of a liquidation, dissolution, winding up, return of capital or sale. These preference shares are capable of conversion to ordinary shares in certain circumstances (as set out in the Articles). The preference shares rank pari-passu in all other respects with the ordinary shares.

The B preference shares confer the right to receive notice of, and to attend, speak and vote at all general meetings of the Company, including on proposed written resolutions. The holders of B preference shares are entitled to participate pro rata in any distribution of profits declared by the Company, ranking equally with ordinary shares and other preference shares. On a liquidation, dissolution, winding up or return of capital (excluding any conversion, redemption or purchase of own shares), the B preference shares carry the right to participate in any surplus assets remaining after payment of the Company’s liabilities, in the order of priority set out in article 5.1 of the Articles. The B preference shares do not confer any rights of redemption.

The entity holds ESOP of £15m on behalf of the employee trust.

During the year, the Company undertook the following share capital transactions:

On 17 September 2024, 2,494 preference shares of £0.001 each held by Hanaco Growth Ventures III LP and 786 preference shares of £0.001 each held by NRL I LP Series 4 were cancelled.

The cancellation related to shares originally issued at a subscription price of £6,553.56 per share. The total nominal value of shares cancelled was £3.28 and the associated share premium was £21.5m, of which £284,316 related to disposal fees and as such were not removed. The cancellation resulted in a corresponding reduction in share capital and share premium.

On 2 October 2024, 750 ordinary shares of £0.001 each held by WG CST Limited were redesignated as B preference shares of £0.001 each.

On the same date, WG CST Limited subscribed for a further 277 ordinary shares of £0.001 each for total consideration of £1.8m, of which £0.28 was credited to share capital and the balance to share premium.

On 30 April 2024 the group acquired 100 percent of the issued capital of Infinity Incorporated Group Limited. The acquisition of this subsidiary included the indirect purchase of Infinity Incorporated Limited and Infinity Apparel Limited.

The goodwill arising on the acquisition of Infinity Incorporated Group Limited is attributable to the anticipated profitability of the distribution of the company's products from a strengthened supply chain and greater speed to market when servicing both UK and international sporting partners.

Total future minimum lease payments under non-cancellable operating lease:

No adjusting events, as defined by Section 32 of Financial Reporting Standard (FRS) 102, occurred after the end of the reporting period. The transaction set out below occurred after the reporting date and has therefore been disclosed as a non‑adjusting event in the consolidated financial statements in accordance with Section 32 of Financial Reporting Standard (FRS) 102.

On 28 August 2025, the Company acquired 100% of the issued share capital of Belstaff UK Holdings Limited, a company incorporated and domiciled in the United Kingdom. Belstaff UK Holdings Limited is the parent undertaking of a group engaged in the design, manufacture and supply of branded clothing and merchandise. The acquisition strengthens the Group’s presence in the high‑performance outerwear segment and supports its strategy to enhance global market reach and brand portfolio.

The consideration was satisfied by the issue of 12740 ordinary shares in the company, dissolved at a promising of £8006.28 per share. The acquisition was valued at £102 million.

On 28 August 2025, the Company added 2289 preference shares for a premium of £6553.36 per share. This share issue raised £15 million before costs.

On 22 December 2025, the Company renegotiated its RCF with a total capacity of £90m.

On 23 December 2025, the Company issued a fixed and fleeting charge to HSBC Corporate Trustee Company.

On 4th February 2026, the Company entered into a 15 year lease agreement in Knowsley with a total cost over the length of the lease of £11.2m.

During the period the group entered into the following transactions with related parties:

Included within other debtors is £6.05m (2024: debtor of £6.025m) due from Directors in respect of amounts loaned from the Company. These loans accrue an interest rate of 1% per annum.

During the year, the Company rented property from the Directors. The expense recognised in the profit and loss for the period is £127k ( 2024 - £13.6k).

The following amounts were outstanding at the reporting end date:

Mr T Beahon and Mr P Beahon are considered to be the ultimate controlling parties by virtue of their shareholding and ability to act in concert in respect of the operational and financial policies of the Company and the Group.