REGISTERED NUMBER: 02645067 (England and Wales)

Goldline (UK) Limited

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2025

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

18

DIRECTORS:

P Higham

W Kellingray

REGISTERED OFFICE:

23 Lamport Close

Kettering Park Way

Kettering

Northamptonshire

NN15 6XY

REGISTERED NUMBER:

02645067 (England and Wales)

AUDITORS:

Kilby Fox

Statutory Auditor

4 Pavilion Court

600 Pavilion Drive

Northampton Business Park

Northampton

Northamptonshire

NN4 7SL

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

REVIEW OF BUSINESS

The first half of the year was characterised by significant geopolitical disruption and renewed global trade tensions. These factors contributed to an approximate 8% weakening of the US dollar. Our 2025 budget was prepared at an exchange rate of $1.25/£1; however, the dollar depreciated to $1.37/£1 during the period, reducing headline earnings by approximately £1.38 million.

The retail marketplace remains highly competitive with retailers continuing to manage stock levels cautiously and adapting their buying patterns, including shorter lead times, smaller order quantities and a continued demand for newness to support their top line earnings, whilst at the same time resisting margin increases.

Despite this material currency headwind, the business delivered a resilient performance. Headline earnings declined by only 2.5% compared to 2024 - a robust outcome given the external pressures.

This performance reflects:

- Active margin management

- Disciplined pricing strategies

- Tighter overhead control

- Focused cost containment initiatives

Through operational discipline and improved efficiency, we successfully protected profitability and maintained financial stability.

PRINCIPAL RISKS AND UNCERTAINTIES

As with all small business, we are exposed to a number of principal risks (mostly out of our control) which affect operations and financial performance:

- The ongoing conflict in Ukraine and the more recent conflict in Iran will undoubtedly have an impact on the business with the general markets volatility, especially the increase and potential shortages in crude oil, which is a main component of / key component in footwear manufacturing.

- Foreign Exchange - We directly witnessed the impact that the US dollar exchange rate fluctuations can have on our turnover, and this coupled with increased price pressure from our customers is challenging to mitigate.

- Credit Management - Due to the downturn in the economic markets, our business sector has been particularly affected with companies either being placed into administration or not being in a position to meet their commitments. In order to implement good business practice, we have implemented rigorous controls, i.e.:

- conducting background checks,

- monitoring and reviewing trading results and

- wherever possible having our customers credit insured.

FUTURE PERFORMANCE

It is key that we recognise continued currency volatility and macroeconomic uncertainty, and that we continue to be agile within our business model.

Our focus in 2026 is to ensure that we offer our current customers a seamless proposition through design to finished product, whilst offering best value for money.

We are continuing to explore opportunities both within the UK market and further afield.

FINANCIAL PERFORMANCE

Key performance indicators (year on year):

- Turnover decreased by 2.59%. As mentioned earlier in my report the depreciation of the US dollar reduced our headline earnings by approx. £1.38m. Ignoring this impact, we would have shown turnover growth of 8.4% which would have been remarkable. Against budget we would have shown negative growth of 2.5%. We are quite pleased with our results under the circumstances.

- Gross margin achieved of 12.0% against a budget if 12.9%.

- Overheads increased by 4.0% but still remain consistent year on year in relation to the turnover generated. We continue to invest in our China facility to obtain operational efficiencies.

In our opinion the business has performed well under the current economic climate.

The objective in 2025 was to maintain margins which was achieved, although there was a turnover decrease this was due more to exceptional circumstances linked to forex exchange rates.

SOCIAL AND ETHICAL STANDARDS

We are aware of the issues surrounding both social and ethical standards in the manufacture of footwear in the far East and particularly China. We have a robust ESG policy and apply stringent checks and procedures to continually monitor the operations of our suppliers to ensure they meet the standards required by both Goldline and our customers.

ON BEHALF OF THE BOARD:

P Higham - Director

5 May 2026

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

DIVIDENDS

The Directors propose a final dividend of £9.35 per share which, subject to the cashflow of the company, will be paid during the next financial financial year but after the date of the directors report.

DIRECTORS

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

P Higham

W Kellingray

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 the group 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;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Kilby Fox, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

P Higham - Director

5 May 2026

Opinion

We have audited the financial statements of Goldline (UK) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's 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 group 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 the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 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.

Responsibilities of directors

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

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent 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:

Identifying and assessing potential risks related to irregularities.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

Audit response to risks identified

- the nature of the industry and sector, control environment and business performance including the design of the Company's remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;

- results of our enquiries of management about their own identification and assessment of the risks of irregularities;

- any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

- the matters discussed among the audit engagement team and involving relevant internal specialists, including tax specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in relation to revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and local tax legislation.

Audit response to risks identified

As a result of performing the above, we identified revenue recognition as a key audit matter related to the potential risk of fraud.

Our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- reading minutes of meetings of those charged with governance

- obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists, and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit.

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.

Frances Tebbutt ACA FCCA FMAAT (Senior Statutory Auditor)

for and on behalf of Kilby Fox

Statutory Auditor

4 Pavilion Court

600 Pavilion Drive

Northampton Business Park

Northampton

Northamptonshire

NN4 7SL

8 May 2026

TURNOVER

12,207,742

12,532,382

Cost of sales

10,786,605

10,977,035

GROSS PROFIT

1,421,137

1,555,347

Administrative expenses

1,402,070

1,537,225

19,067

18,122

Other operating income

53,226

69,712

OPERATING PROFIT

4

72,293

87,834

Interest receivable and similar income

200

209

72,493

88,043

Interest payable and similar expenses

5

10,003

10,003

PROFIT BEFORE TAXATION

62,490

78,040

Tax on profit

6

-

-

PROFIT FOR THE FINANCIAL YEAR

62,490

78,040

Profit attributable to:

Owners of the parent

62,490

78,040

PROFIT FOR THE YEAR

62,490

78,040

OTHER COMPREHENSIVE INCOME

Share buy back nominal value of shares

-

458

Share buy back consideration

-

(91,600

)

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

(91,142

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

62,490

(13,102

)

Total comprehensive income attributable to:

Owners of the parent

62,490

(13,102

)

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

28,525

43,838

Investments

11

-

-

28,525

43,838

CURRENT ASSETS

Stocks

12

71,155

78,736

Debtors

13

1,515,366

2,230,719

Cash at bank and in hand

76,095

21,659

1,662,616

2,331,114

CREDITORS

Amounts falling due within one year

14

1,300,160

2,027,363

NET CURRENT ASSETS

362,456

303,751

TOTAL ASSETS LESS CURRENT LIABILITIES

390,981

347,589

CAPITAL AND RESERVES

Called up share capital

18

2,042

2,042

Capital redemption reserve

19

458

458

Retained earnings

19

388,481

345,089

SHAREHOLDERS' FUNDS

390,981

347,589

The financial statements were approved by the Board of Directors and authorised for issue on 5 May 2026 and were signed on its behalf by:

W Kellingray - Director

P Higham - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

22,115

35,955

Investments

11

94

94

22,209

36,049

CURRENT ASSETS

Stocks

12

71,155

78,736

Debtors

13

1,515,695

2,231,352

Cash at bank and in hand

75,794

21,096

1,662,644

2,331,184

CREDITORS

Amounts falling due within one year

14

1,296,518

2,023,459

NET CURRENT ASSETS

366,126

307,725

TOTAL ASSETS LESS CURRENT LIABILITIES

388,335

343,774

CAPITAL AND RESERVES

Called up share capital

18

2,042

2,042

Capital redemption reserve

19

458

458

Retained earnings

19

385,835

341,274

SHAREHOLDERS' FUNDS

388,335

343,774

Company's profit for the financial year

63,659

80,124

The financial statements were approved by the Board of Directors and authorised for issue on 5 May 2026 and were signed on its behalf by:

P Higham - Director

W Kellingray - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2024

2,500

382,686

-

385,186

Changes in equity

Issue of share capital

(458

)

-

-

(458

)

Dividends

-

(24,037

)

-

(24,037

)

Total comprehensive income

-

(13,560

)

458

(13,102

)

Balance at 31 December 2024

2,042

345,089

458

347,589

Changes in equity

Dividends

-

(19,098

)

-

(19,098

)

Total comprehensive income

-

62,490

-

62,490

Balance at 31 December 2025

2,042

388,481

458

390,981

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2024

2,500

376,787

-

379,287

Changes in equity

Issue of share capital

(458

)

-

-

(458

)

Dividends

-

(24,037

)

-

(24,037

)

Total comprehensive income

-

(11,476

)

458

(11,018

)

Balance at 31 December 2024

2,042

341,274

458

343,774

Changes in equity

Dividends

-

(19,098

)

-

(19,098

)

Total comprehensive income

-

63,659

-

63,659

Balance at 31 December 2025

2,042

385,835

458

388,335

Cash flows from operating activities

Cash generated from operations

1

1,227,944

(876,159

)

Interest paid

(10,003

)

(10,003

)

Net cash from operating activities

1,217,941

(886,162

)

Cash flows from investing activities

Purchase of tangible fixed assets

(890

)

(6,933

)

Interest received

200

209

Net cash from investing activities

(690

)

(6,724

)

Cash flows from financing activities

Loan repayments in year

(37,037

)

(111,111

)

Amount introduced by directors

-

25,000

Share buyback

-

(91,600

)

Equity dividends paid

(24,037

)

-

Net cash from financing activities

(61,074

)

(177,711

)

Increase/(decrease) in cash and cash equivalents

1,156,177

(1,070,597

)

Cash and cash equivalents at beginning of year

2

(1,258,774

)

(188,177

)

Cash and cash equivalents at end of year

2

(102,597

)

(1,258,774

)

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

62,490

78,040

Depreciation charges

16,203

16,361

Finance costs

10,003

10,003

Finance income

(200

)

(209

)

88,496

104,195

Decrease in stocks

7,581

268,116

Decrease/(increase) in trade and other debtors

715,353

(767,993

)

Increase/(decrease) in trade and other creditors

416,514

(480,477

)

Cash generated from operations

1,227,944

(876,159

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

76,095

21,659

Bank overdrafts

(178,692

)

(1,280,433

)

(102,597

)

(1,258,774

)

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

21,659

66,189

Bank overdrafts

(1,280,433

)

(254,366

)

(1,258,774

)

(188,177

)

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

21,659

54,436

76,095

Bank overdrafts

(1,280,433

)

1,101,741

(178,692

)

(1,258,774

)

1,156,177

(102,597

)

Debt

Debts falling due within 1 year

(37,037

)

37,037

-

(37,037

)

37,037

-

Total

(1,295,811

)

1,193,214

(102,597

)

1.	STATUTORY INFORMATION

Goldline (UK) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Software are being amortised evenly over their estimated useful life of three years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Property improvements

-

over the period of the lease

Plant and machinery

-

20% on reducing balance

Stocks

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.