SPORTPURSUIT LIMITED

Annual Report and Consolidated Financial Statements

A J M Dawson

J Feinmesser

D R Jones

A J Pikett

L Pikett

A Russinov

V Walton

The principal activity of the Company continues to be that of a sporting and outdoor goods retailer trading primarily online.

As permitted certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included within the Strategic Report. These matters relate to financial risk management and future developments.

The Directors are responsible for preparing the Annual Report and Statement of Accounts in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required to prepare the Group financial statements and have elected to prepare the company financial statements in accordance with UK adopted International Accounting Standards. 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 Company and of the profit or loss for the Group and the company for that period. The Directors are also required to prepare financial statements in accordance with UK adopted international accounting standards.

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

No political donations were made by the Group. No material charitable donations were made by the Group.

Each of the persons who are Directors at the time when this Directors' Report is approved have confirmed that:

In our opinion the financial statements:

The financial reporting framework that has been applied in their preparation of the Group financial statements is applicable law and UK adopted international accounting standards. The financial reporting framework that has been applied in preparation of the Parent Company financial statements is applicable law and United Kingdom accounting standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

The Directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our auditor's report 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.

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.

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:

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 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.

Auditor's responsibilities for the audit of the financial statements

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

Extent to which the audit was capable of detecting irregularities, including fraud

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:

Non-compliance with laws and regulations

Based on:

We considered the significant laws and regulations to be the applicable accounting framework, corporate tax, VAT and employment tax legislation.

The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be the health and safety legislation and regulations and/or legislation affecting the retail sector.

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.

There were no other items of comprehensive income during the periods under review and hence the Group has not presented a separate statement of other comprehensive income. All income and expenses are derived from continuing operations.

*Inclusive of right of return asset see note 12.

The Group's financial statements have been prepared in accordance with International Accounting Standards in conformity with UK adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS as adopted by the United Kingdom.

The Company is a subsidiary of bd-c Chase Midco Limited, the largest UK group in which the Company's results are consolidated. The going concern assessment of the Company is therefore linked to that of the wider Sportscape Group.

bd-c Chase Midco and its subsidiaries meet their day-to-day working capital requirements through their operating cash flows, the LCL Revolving Credit Facility (available through to June 2029) and the HSBC Trade Finance Facility (which renews annually in August). Its forecasts and projections, considering possible fluctuations in trading performance, indicate that the business will be able to operate within the facilities available. While the renewal of the Trade Finance Facility is not guaranteed, management has indications that these will be renewed in the ordinary course of business in due course and has not identified a material uncertainty in this regard.

The Group's functional and presentational currency is GBP. The financial statements have been rounded to the nearest pound.

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

At each year end foreign currency monetary items are translated using the closing rate. Non- monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of comprehensive income.

Foreign exchange gains and losses that relate to working capital are presented in the consolidated statement of comprehensive income within 'administrative expenses'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Revenue from customers is measured based on the five-step model under IFRS 15: 'Revenue from Contracts with customers':

Finance costs are charged to the consolidated statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

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

The contributions are recognised as an expense in profit or loss when employees have rendered service entitling them to the contributions. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Exceptional costs

Exceptional items are transactions that fall outside of the ordinary activities of the Group and are presented separately due to their size or incidence.

The tax charge for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Expenditure directly attributable to internal software development projects is capitalised if it can be demonstrated that:

Where the above criteria are met, costs are capitalised through to the point at which the asset is deemed capable of operating in the way intended by management.

Capitalised costs typically include those relating to new elements, replacements and new functionality. Development expenditure incurred on the research phase of internal projects along with that not satisfying the above criteria is recognised in the income statement as incurred. Such expenditure includes:

Items of property, plant and equipment 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.

At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative standalone prices. However, for the leases of property the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

Non-property leases are subsequently measured at cost less depreciation, calculated on a straightline basis over the non-cancellable term of the lease.

Inventories are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each reporting date, inventories are assessed for impairment. If inventories are impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the statement of comprehensive income.

These assets arise principally from the provision of goods and services to customers (trade receivables), but also incorporate other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

The Group's financial assets measured at amortised cost comprise trade and other receivables, amounts owed by group undertakings and cash and cash equivalents in the consolidated statement of financial position. Cash and cash equivalents comprise cash in hand and readily accessible cash held with banks and the Group's payment service providers.

Short-term receivables are measured at transaction price, less any impairment and are subsequently measured at amortised cost using the effective interest method.

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 three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Bank borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the consolidated statement of financial position. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Trade payables and other short-term monetary liabilities, which are initially recognised at fair value are subsequently carried at amortised cost using the effective interest method.

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the statement of financial position date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the statement of financial position date. The holiday pay accruals as at 30 November 2025 and 30 November 2024 have been recognised in these financial statements.

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on net basis, or realise the asset and settle the liability simultaneously.

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the statement of financial position.

At the date of authorisation of the consolidated financial statements, the IASB and IFRS Interpretations Committee have issued standards, interpretations and amendments which are applicable to the Group. For the next reporting period, applicable International Financial Reporting Standards will be those endorsed by the UK Endorsement Board (UKEB).

Whilst these standards and interpretations are not effective for, and have not been applied in the preparation of, these consolidated financial statements, the following could potentially have a material impact on the Group's financialstatements going forward:

Preparation of the consolidated financial statements requires management to make significant judgements and estimates. These are continually evaluated and are based on historical experience and other factors, including the expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

Under IFRS estimates or judgements are considered critical where they involve a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities from period to period if other estimation methods or assumptions could reasonably have been used.

All revenue recognised during the year is generated from the sale of sporting and outdoor goods and is recognised at the point when final delivery is made to the customer. IFRS 8 requires operating segments to be identified on the basis on internal financial information about the components of the Group that are regularly reviewed by the chief operating decision maker (identified as the Board of Directors). The Board of Directors have determined that the operating segments are each of the geographies detailed above. The Group's activities all derive from the sale of sporting and outdoor goods. The Directors do not consider it necessary to provide additional disclosure in this regard.

The Company also bears the audit cost of its subsidiary, North Lane Group Ltd.

Exceptional costs in the current year are fulfilment and employment-related costs arising from changes across various functions of the business, and in the prior year are the costs incurred for the transformation project to move PSS onto the same software platforms as SportPursuit.

Included in the staff costs is £1,603,582 (2024: £1,419,200) of wages and salaries which were capitalised as website development costs during the year and are shown within intangible assets (see note 9).

The highest paid Director received remuneration of £216,593 (2024: £231,540).

The main rate of UK corporation tax is 25%.

Amortisation is recognised within administrative expenses in the income statement.

The Directors conducted an impairment review of the Group and Company's intangibles at 30 November 2025. Following this review, it was not considered necessary to provide for impairment (2024 - no impairment).

During the year, the Group entered into a renewal of the lease for its office building and premises. The renewal is for a period of three years commencing on 1 April 2025. This has been accounted for as a new lease addition under the requirements of IFRS 16.

Depreciation is recognised within administrative expenses in the income statement.

The Directors have reviewed the opening and closing provisions against inventory and have concluded that they are fairly stated. Overall inventory provisions have increased from £711k in 2024 to £733k in 2025. Changes in provisions are recognised in cost of sales.

It is the Group's policy to sell its products to the retail customer with a right to return within a defined period. A separate right of return asset is therefore recognised which represents the right to recover product from the customer.

An expected credit loss assessment has been performed and management have concluded that no expected credit losses exist in relation to the Group's receivables as at any of the reporting dates presented. No provision has been included by management for doubtful debts.

Amounts owed by Group undertakings are non-interest bearing and repayable on demand.

The Directors consider that the carrying value of trade and other payables approximate their fair value. No amounts within trade and other payables are expected to be settled in more than 12 months.

Amounts owed to Group undertakings are non-interest bearing and repayable on demand.

The Company has a Trade Finance Facility to support growth in the business through funding stock purchases for up to 6 months. The interest is charged at a rate of 2.4% per annum over the BoE Base Rate for loans in GBP, or 2.4% over the Currency Base Rate for the currency applicable to the loan. The facility is secured via a fixed and floating charge over the assets of the business. The facility is reviewed for renewal every year in August.

As part of the sale agreement between the Company and bd-c Chase Bidco Limited on 14 June 2021, the Company entered into a £3,894,774 loan arrangement with its new parent company, which is not payable for 10 years. The loan accrues interest at a rate of 10%.

In the current year, interest of £587,109 was accrued (2024: £532,104). The outstanding balance at the end of the current year was £6,973,838 (2024: £6,386,729).

Provisions related to expected dilapidations expenditure on an office lease.

The business is increasingly international resulting in potential currency risks particularly given the volatility of Sterling in recent years. However, the Group is able to gain some natural hedging from operating both international supply and customer orders, particularly in light of Brexit which has better aligned our Euro income and costs. The Group will continue to focus on mitigating this risk, using foreign exchange instruments where appropriate, as seen during the year where positions were taken to reduce risk on our US Dollar and Euro currency positions. In 2026, the Group will look at further hedging as the Board deems necessary. The foreign currency contracts are not deemed material by the Directors and therefore have not been disclosed in the consolidated financial statements.

The objective of the Group in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. SportPursuit had £11.7m (2024: £11.6m) of cash at year end which the Directors believe is sufficient to continue to support the business growth aspirations. The fact the business generates positive operating EBITDA before growth marketing creates greater protection for the business with the Directors able to scale back investment in areas such as marketing if required to increase liquidity. The trade finance facility adds further protection.

The Group does not offer credit terms to its customers which allow payment of the debt after delivery of the goods or services. There are therefore no past due amounts at the year end.

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group's exposure to the risk of changes in market interest rates relates primarily to the trade finance facility which has a variable interest rate. As this is a short-term facility, the Group considers the interest rate risk to be low. The other Group borrowing arrangement with its parent company has a fixed interest rate and therefore interest rate risk is considered immaterial on this.

The Group's capital management objectives are to ensure the Group's ability to continue as a going concern in order to maintain an efficient capital structure whilst achieving the growth aspirations of the management and shareholders. In doing so, the Group's strategy is to maintain appropriate levels of liquidity headroom to ensure financial stability and flexibility. To achieve this strategy, the Group regularly monitors the carrying amount of cash and cash equivalents less borrowings. Capital for the reporting period under review is summarised as follows:

Each ordinary share carries one vote. The ordinary shares rank equally with the other classes of shares as respects to dividends. The ordinary shares are not redeemable.