BD-C CHASE BIDCO LIMITED

The Strategic Report below is that of the Company's immediate parent company, bd-c Chase Midco Limited, where the Company's results are consolidated. As an intermediate holding company above the trading subsidiaries of the Group, this strategic report is equally applicable to the Company.

bd-c Chase Midco is a 100% subsidiary of bd-c Chase Topco, a Guernsey-based company. bd-c Chase Midco is an intermediate holding company for the Sportscape Group, including SportPursuit ("SP") and Private Sport Shop ("PSS").

The Sportscape Group (www.sportscape.com) is one of Europe's leading e-commerce players specialising in off-price premium sports and outdoor products. The Group has a membership community of over 25 million real sports and outdoor enthusiasts signed up across its fascias. The Group works with hundreds of leading sports and outdoor brand partners to access off-price product and provide exciting deals for its large membership and customer base.

Private Sport Shop (www.privatesportshop.com) and SportPursuit (www.sportpursuit.com) require sign up to access, in order to protect our partner brands, but are both free to join.

Since the merger of the two businesses in 2022, the focus has very much been on bringing SportPursuit and Private Sport Shop onto a single tech platform and streamlining processes.

The next phase is to scale the business and drive profitability through 4 key pillars:

In order to facilitate the next phase of growth, in September 2025 the board appointed Andy Anson as the new CEO, bringing a wealth of global leadership experience drawn from sports, media and global e-commerce. Since then, Andy has made some exciting additions to the management team, bringing in Luis Arias from Best Secret as Chief Commercial Officer and Harminder Matharu from Charlotte Tilbury as Chief Growth Officer.

FYE November 2025 performance was robust given both the tough consumer and economic environments, with net revenues increasing by 10.3% to £162.9m. Performance was driven both by the existing member base, who continue to return to shop, and from new members joining for the first time in 2025 building on top. EBITDA (before exceptional administrative expenses) was £9.3m.

Operating cash generation was £8.7m, with £7.4m invested into Inventory to grow the business, offset by increases in Trade Creditors, with £2.1m spent on developing intangible assets and £3.7m on interest.

¹EBITDA (before exceptional administrative expenses) is calculated as earnings before financing, tax, depreciation, amortisation, non-executive costs, one-off legal and professional fees. This has been restated to exclude foreign exchange gains and losses on the Ambienta unitranche facility.

ESG is an important focus area for the Group, with the underlying business model already providing a route for excess inventory held by brands to be distributed, as opposed to alternative options such as disposal or being shipped long distances to alternative markets.

The Group has also now planted over 500,000 trees working in partnership with Size of Wales.

Inflation: Inflation rates remained broadly flat in 2025, albeit well above the long-term historic trends and bank targets of 2-2.5%, resulting in pressure on the Group's cost base, from staff costs through to our supply partners (predominantly distribution and marketing). To mitigate this pressure, the Group focused on ways to drive operational efficiency through the use of technology, allowing our value- driven model to ensure the proposition remains highly compelling and relevant for customers.

In 2026, the Group will continue to focus on delivering the best price, utilising scale, technology and process improvements to drive profitability. At the same time, we expect the inflation rates to ease to more normal levels, reducing pressure on the cost base, although the trajectory remains sensitive to the Iran conflict and any further escalation in the Middle East, which could keep energy and freight costs elevated for longer than currently anticipated.

Supply Chain Disruption: The Group's supply model, working with hundreds of suppliers, has historically helped mitigate the supply risks that can exist in the off-price market, however, the "black swan" event of Covid-19 highlighted the risks that can exist if all supply chains fail together. The ongoing conflict involving Iran has reinforced this lesson, with disruption in the Strait of Hormuz and the wider Red Sea corridor lengthening lead times, raising freight and insurance costs, and forcing rerouting around the Cape of Good Hope for a meaningful proportion of inbound goods.

The Group has partially offset these pressures by diversifying shipping routes, but some risk will remain around macro shipping conditions, which can impact short-term revenue.

Foreign exchange: The business has significant operational exposure to both the euro and the US dollar, albeit the Group is able to utilise some natural euro hedging through its international supply chains and revenue streams. The USD exposure is mitigated using FX forwards and other hedging techniques as part of its forex management.

The Group will continue to look at further hedging options for any operational exposure as the Board deems fit.

Debt Facilities: The Group has 3 main debt facilities in place. A €38m unitranche debt facility with Ambienta, a €10m revolving credit facility ("RCF") with Credit Lyonnais and an £8m trade finance facility with HSBC.

Interest rates: The Ambienta and Credit Lyonnais facilities are linked to the underlying base rate in Europe, whilst the HSBC facility is linked to the UK, EU or US base rates, depending on the currency of the underlying loans.

The stressed market conditions have led to an increase in euro base rate. Following a progressive decline throughout 2024 and 2025, markets are now anticipating several increases between late 2026 and early 2027.

To limit the increase in borrowing cost, the group has interest rate hedges for an amount equivalent to 100% of Ambienta debt facility until February 2028 and decreasing thereafter.

As a result of the above hedge, a £44k liability was recognised in the financial statements.

The hedging mechanism will be reviewed annually to see if any changes are required.

Liquidity: Sportscape had £18.7m of cash and cash equivalents at the reporting date, and access to a further £3.4m available through the RCF and trade finance facility, which the Directors believe should be sufficient to continue to support the business's growth aspirations. The fact that the business generates positive operating EBITDA, before growth marketing costs, creates greater protection for the business, with the Directors able to scale back investment in areas such as marketing if required to increase liquidity.

Cross-Border Trading: Cross-border trade costs have come into sharper focus over the year, with a particular focus on China-sourced goods. With respect to the EU, the European Commission has confirmed the abolition of the €150 Low Value Consignment Relief threshold as part of its customs reform package, with the changes scheduled to take effect from 2026 ahead of the broader EU Customs Union reforms. From that point, all B2C parcels entering the EU will be subject to customs duty regardless of value, and the existing Import One-Stop Shop (IOSS) regime is expected to be expanded to collect duty alongside VAT at the point of sale. For the Group, this is likely to translate into higher landed costs on EU-bound shipments, increased customs clearance and brokerage activity, and a greater compliance burden on classification and origin data. Management is engaged with the Group's customs and logistics partners as well as brand partners to mitigate the operational and pricing implications, with actions that will minimise the needs to move goods across borders.

The combination of SP and PSS to create Sportscape Group will continue to allow the Group to rapidly accelerate each element of the strategy mentioned previously - increasing the scale of the business, improving the customer journey and driving long term efficiency.

As a company within a large group, the Directors have had regard to the matters set out in section 172 of the Companies Act 2006 in their decision-making. The Strategic Report above is that of bd-c Chase Midco Limited, the Company's immediate parent, where the Group's results are consolidated, and is equally applicable to the Company as an intermediate holding company within that group. The Directors continue to have regard to the interests of the Company's employees and other stakeholders, the impact of its activities on the community, the environment and the Company's reputation for good business conduct when making decisions. In this context, acting in good faith and fairly, the Directors consider what is most likely to promote the success of the Company for its members in the long term.

The Directors present their report and the financial statements for the year ended 30 November 2025.

The Company's loss for the year, after taxation, amounted to £5,107,652 (2024: £19,453,375), after taking into account a £996,894 (2024: £16,577,993) impairment charge on the holding value of investments.

The Directors do not recommend the payment of a dividend for the year (2024: £Nil).

The Directors who served the Company during the year and to the date of this report were as follows:

The business is a low energy user in that for the period it has consumed less than 40,000 kWh and as such has not provided full SECR disclosures applicable for large entities that have consumed more than this.

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 longer-term €38m loan facility was refinanced in the prioryear and matures in 2030. The Group has met all covenants during the year and is forecast to continue to do so through the remaining period of the going concern assessment.

As part of our annual planning, the Directors have prepared detailed cash flow forecasts for a period of not less than 12 months from the date of approval of these financial statements and carried out detailed stress testing to consider how much performance would need to degrade before cash would be constrained, along with the likelihood of such a scenario occurring. After undergoing this exercise, the Directors are comfortable that the likelihood of a scenario that would result in the business not having sufficient cash reserves in the 12 months following the approval of the financial statements is remote. As such, the Directors have not identified a material uncertainty that may give rise to significant doubt over going concern.

The Directors have, at the time of approving the financial statements, a reasonable expectation that the business has adequate cash resources available to continue for the 12 months following the approval of the financial statements and thus continue to adopt the going concern basis of accounting in preparing the financial statements.

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

Details of employment policies and engagement are included in the Section 172 Statement.

Financial risks and the use of financial instruments are managed at a Group level. The Group's financial risk management objectives, policies and strategies and information about the use of financial instruments by the Group is detailed in the consolidated financial statements of bd-c Chase Midco Limited.

Events after the reporting date are detailed in note 15 to the financial statements.

BDO LLP will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

We have audited the financial statements of bd-c Chase Bidco Limited ("the Company") for the year ended 30 November 2025 which comprise of the following:

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company's ability to continue as a going concern.

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

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:

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

The Company 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/ or legislation affecting the retail sector.

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:

Based on our risk assessment, we considered the area most susceptible to fraud to be management override of controls by posting inappropriate journals.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed 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 are to become aware of it.

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.

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

The notes to these financial statements form an integral part of these financial statements.

The financial statements were approved by the Board of Directors and authorised for their issue on 26 June 2026 and were signed on its behalf by:

The notes to these financial statements form an integral part of these financial statements.

bd-c Chase Bidco Limited is a private company limited by shares and incorporated in England and Wales. Its registered head office is located at Unit 2.01 Lincoln House, Kennington Park, 1-3 Brixton Road, London, SW9 6DE.

The annual financial statements of bd-c Chase Bidco Limited ("the company") have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 100 Application of Financial Reporting Requirements ("FRS 100") and Financial Reporting Standard 101 Reduced Disclosure Framework ("FRS 101"). The financial statements are presented in sterling.

The Company meets the definition of a qualifying entity under FRS 101 and has notified its shareholder, bd-c Chase Midco Limited, of the adoption of the Reduced Disclosure Framework. No objections have been received. Accordingly, the Company has taken advantage of the following disclosure exemptions under FRS 101:

All transactions with owners of the Company are recorded separately within equity.

Preparation of the financial statements requires management to make significant estimates and assumptions. The key source of estimation uncertainty that has a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year is detailed below:

The Company had no employees during the year (2024: Nil). The Directors did not receive any remuneration from the Company during the year (2024: £Nil).

Investments relate to the investments in SportPursuit Limited and the PSS Group.

During the current year the Company's investment in SportPursuit Limited has been impaired (2024: PSS Group) as detailed in the above table. The underlying assumptions used in the impairment review of the Company's investments are consistent with those applied at the consolidated level and are set out in the consolidated financial statements of bd-c Chase Midco Limited.

Retained deficit represents the cumulative losses and profits, net of dividends paid and other adjustments.

The immediate parent company is bd-c Chase Midco Limited, a company incorporated and registered in the UK with the same registered address as the Company.

The Company is ultimately owned by bd-c Chase Topco Limited, a company incorporated and registered in Guernsey with a registered address of Dorey Court, Admiral Park, St. Peter Port, Guernsey, GY1 2HT.

The Company is exempt from preparing group accounts as it is included in the consolidation of a larger group, being bd-c Chase Midco Limited as mentioned above.

The largest and smallest group into which the results of the Company are consolidated for the period is that of bd-c Chase Midco Limited and the accounts can be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

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1.	The sustainable growth of the core business in its core markets;
2.	Identifying exciting new opportunities, whether that be geographic expansion, new product categories or new customer segments;
3.	Elevating the customer experience to drive increased engagement and conversion; and
4.	Delivering operational efficiency.

	12 months ending 30 November 2025	12 months ending 30 November 2024
Overall revenue growth	10.3%	-4.3%
Gross Profit %	21.5%	21.1%
EBITDA (before exceptional administrative expenses) ¹	£9.3m	£8.3m
Inventory	£56.9m	£49.5m
Working Capital	£20.7m	£20.5m

1.	Reach carbon neutrality on scopes 1 and 2 by 2027
2.	Increase the proportion of sustainable soft good products sold to 40% by 2030
3.	Promote gender equality, measured through the French Gender Diversity Index, with a target of a minimum score of 85
4.	Ensure all our owned brands manufacturers are signed up to our code of conduct.

•	Incorporating the results of Private Sport Shop, whose base currency is the euro, into the consolidated Group financial statements; and

•	Converting the €38m unitranche facility into GBP at the balance sheet date

•	A €15M Swap, fixing the interest rate on its portion at 2.06% until February 2028
•	A €18M Collar, limiting the effective EURIBOR 3-month rate between 1.65% and 2.65% until February 2029
•	A €5M Collar, limiting the effective EURIBOR 3-month rate between 1.60% and 2.45% until August 2029

Directors, Officers and Advisers	3

Strategic Report	4

Section 172 Statement	8

Directors' Report	11

Independent Auditor's Report to the members of bd-c Chase Bidco Limited	14

Statement of Comprehensive Income	19

Statement of Financial Position	20

Statement of Changes in Equity	21

Notes to the Financial Statements	22

Independent Auditor:	Registered Office:
BDO LLP	Unit 2.01
Atlantic Square	Lincoln House, Kennington Park
1 York Street	1-3 Brixton Road
Glasgow	London
G2 8NJ	SW9 6DE

1.	Revenue share of ESG tagged soft goods reached 35%
2.	Achieved an average score of 95 under the French Gender Diversity Index
3.	Measurement of scope 1 and 2 carbon footprint.

•	Bidco is controlled by bd-c Chase Topco, a Guernsey-based Company.
•	The bd-c Chase Topco Board consists of 10 members

	o	Group CEO - Andy Anson
	o	2 Board representatives of bd-capital
	o	2 Board representatives of Bridgepoint Development Capital
	o	1 representative of the SP Founders
	o	3 non-Executives
	o	1 non-Executive representative of the PSS Founders

•	Topco conducts 4 Board meetings a year, once each quarter, and 6 Business Reviews a year. Matters relating to Midco and its subsidiaries are considered at these Board meetings. These sessions are designed to ensure clear communication and good corporate governance.

•	The Group CEO ensures a close connection between the day-to-day operations of the business and the Board of Directors of Topco and the Directors of Midco.

•	Across the Group a number of tools are used to encourage communication with the teams, these include a Worker's Council, Pulse Checks, staff surveys, one-to-one meetings, all hands meetings and individual performance reviews.

•	ESG is an important focus area for the Group with a significant number of initiatives underway, including but not limited to

	o	Measuring scope 1 and 2 emissions and putting in place a plan to get to carbon neutrality by 2027
	o	Reviewing gender diversity using the French Gender Diversity Index (with the businesses scoring 94/100 and 96/100)
	o	Running a monthly diversity forum which aims to look at various areas of equality, diversity and inclusion
	o	Tagging products to help customers make more sustainable choices. Revenue share of ESG tagged soft goods reached 35% in 2025
	o	Engaging in active fundraising (e.g. Hike Bike Paddle) and supporting local youth employment through schemes like Spear.

•	The Group maintains a pro-active relationship with its 3^rd Party Logistics Partners, with multiple points of contact.

•	The Group ensures close interactions with suppliers, through very frequent dialogue led by the BUDs / Category Managers.

	o	Board member of the Outdoor Industry Association
	o	Member of Running Industry Alliance
	o	Member of Snowsports Industry of Great Britain (SIGB)

	o	Tree planting programme in conjunction with Size of Wales, which has now planted over 500,000 trees
	o	Founding member of the Outdoor Retailers Climate Commitment alongside other leading outdoor retailers in Europe
	o	Donating over 150 devices through Tech Aid since launch, generating £91,000 in social value and £572 in environmental value

			Restated*
	Notes	2025	2024
		£	£

Revenue	2	78,500	91,583
Cost of sales		-	-

Gross profit		78,500	91,583
Administrative expenses		(85,883)	(145,274)
Impairment of investments		(996,894)	(16,577,993)
Exceptional administrative expenses		(178,500)	-
Other foreign currency gains / (losses)		1,812,161	(1,150,848)

Operating profit/(loss)	3	629,384	(17,782,532)
Finance income	5	5,431,210	6,960,408
Finance cost	5	(11,168,246)	(8,631,251)

Loss before tax		(5,107,652)	(19,453,375)
Taxation	6	-	-

Loss for the financial year		(5,107,652)	(19,453,375)

	Notes	2025	2024
		£	£
Assets
Non-current assets
Loan receivable	8	67,725,471	62,142,152
Investments	7	147,529,779	148,526,673

		215,255,250	210,668,825
Current assets
Trade and other receivables	8	1,194,124	760,451
Cash and cash equivalents	9	3,137	7,209

		1,197,261	767,660
Current liabilities
Trade and other payables	10	(870,092)	(204,144)
Borrowings	11	(309,020)	(329,439)

		(1,179,112)	(533,583)
Non-current liabilities
Borrowings	11	(102,677,846)	(93,199,697)

		(102,677,846)	(93,199,697)

Net assets		112,595,553	117,703,205

Equity
Share capital	12	145,380,587	145,380,587
Retained deficit	13	(32,785,034)	(27,677,382)

Shareholders' funds		112,595,553	117,703,205

	Share capital	Retained deficit	Total equity
	£	£	£

At 1 December 2023	145,380,587	(8,224,007)	137,156,580

Comprehensive loss for the year
Total comprehensive loss for the year	-	(19,453,375)	(19,453,375)

	-	(19,453,375)	(19,453,375)

At 30 November 2024	145,380,587	(27,677,382)	117,703,205

Comprehensive loss for the year
Total comprehensive loss for the year	-	(5,107,652)	(5,107,652)

	-	(5,107,652)	(5,107,652)

At 30 November 2025	145,380,587	(32,785,034)	112,595,553

•	the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations; true
•	the requirements of IFRS 7 Financial Instruments: Disclosures; true
•	the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement; true
•	the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;
•	the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
	○	paragraph 79(a)(iv) of IAS 1;
	○	paragraph 118(e) of IAS 38 Intangible Assets; true
•	the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements;
•	the requirements of IAS 7 Statement of Cash Flows; true
•	the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;
•	the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures; true
•	the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member; and true
•	the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets. true

•	select suitable accounting policies in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently;
•	make judgements and accounting estimates that are reasonable and prudent;

•	state whether applicable UK Accounting Standards, including FRS 101, 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 Company will continue in business.

•	so far as the Directors are aware, there is no relevant audit information of which the Company's auditor is unaware, and
•	the Directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

•	give a true and fair view of the state of the Company's affairs as at 30 November 2025 and of its loss 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.

•	the information given in the Strategic report and the Directors' report for the financial year 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.

•	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
•	the financial statements are not in agreement with the accounting records and returns; or
•	certain disclosures of Directors' remuneration specified by law are not made; or
•	we have not received all the information and explanations we require for our audit.

•	Our understanding of the Company and the industry in which it operates;
•	Discussion with management and those charged with governance; and
•	Obtaining an understanding of the Company's policies and procedures regarding compliance with laws and regulations.

•	Enquires of management whether there were any litigations and claims;
•	Enquires of the legal team of the Company;
•	Review of minutes of meetings of those charged with governance for any instances of noncompliance with laws and regulations;
•	Review of correspondence with regulatory and tax authorities for any instances of noncompliance with laws and regulations;
•	Review of financial statement disclosures and agreeing to supporting documentation; and
•	Review of legal expenditure accounts to understand the nature of expenditure incurred.

•	Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
•	Obtaining an understanding of the Company's policies and procedures relating to:
	o	Detecting and responding to the risks of fraud; and
	o	Internal controls established to mitigate risks related to fraud.
•	Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
•	Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
•	Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
•	Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.

•	Discussing among the engagement team regarding how and where fraud or non-compliance might occur in the financial statements and any potential indicators of fraud. As part of this discussion, we identified potential for fraud in revenue recognition relating to risk of management override of controls;
•	Agreement of the financial statement disclosures to underlying supporting documentation;
•	Enquiring of management and those charged with governance concerning potential litigation and claims and seeking corroborating and contradictory evidence to support their claims;
•	Challenging assumptions and judgments made by management in their accounting estimates, in particular in relation to assumptions and estimates used in valuation and recoverability of investments;
•	We sought to identify any areas of management bias by corroborating significant estimates and judgements and challenging management as to their appropriateness based on third party empirical evidence, recalculating management's estimate, following up on information in relation to estimates to the date of approval as well as in some cases developing our own estimate range and comparing this to management's estimate;
•	Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
•	Obtaining an understanding of the control environment in monitoring compliance with laws and regulations;
•	Reading minutes of meetings of those charged with governance and reviewing correspondence with regulatory bodies; and
•	Testing the appropriateness of journal entries based on a set of pre-determined risk criteria; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any transactions that would otherwise be considered outside normal operations or outside the normal course of business.

1)	identify the contract with the customer;
2)	identify the performance obligations in the contract;
3)	determine the transaction price;
4)	allocate the transaction price to separate performance obligations in the contract; and
5)	recognise revenues when (or as) each performance obligation is satisfied.

•	"Share capital" represents amounts subscribed for shares at nominal value.
•	"Retained earnings / deficit" represents the accumulated profits and losses attributable to equity shareholders.

	2025	2024
	£	£

Fees payable to the Company's auditor and its associates for the audit of the Company's annual financial statements	3,600	2,775

	3,600	2,775

		Restated*
Finance income	2025	2024
	£	£

Foreign exchange gains on borrowings*	-	1,149,943
Intercompany interest receivable	5,431,210	5,810,465

	5,431,210	6,960,408

Finance costs	2025	2024
	£	£

Intercompany interest payable	3,484,434	3,175,683
Foreign exchange losses on borrowings	1,754,617	-
Preference shares (dividend) interest	2,463,596	2,166,821
Ambienta loan interest	3,465,599	1,323,171
Permira loan note interest	-	1,965,576

	11,168,246	8,631,251

	2025	2024
	£	£

Current tax:
UK corporation tax based on the results for the year	-	-

Deferred tax:
Origination and reversal of temporary differences	-	-

Total tax on (losses) / profits on ordinary activities	-	-

	2025	2024
	£	£

Loss on ordinary activities before tax	(5,107,652)	(19,453,375)

Loss on ordinary activities multiplied by standard rate of corporation
tax in the UK of 25% (2024: 25%)	(1,276,913)	(4,863,344)
Effects of:
Expenses not deductible for tax purposes	1,200,221	4,692,105
Income not taxable	-	(236,297)
Group relief surrendered	76,692	240,178
Movement in deferred tax not recognised	-	167,358

Total tax charge / (credit)	-	-

	£

Cost or valuation
At 1 December 2023 & 30 November 2024	165,104,666

At 30 November 2025	165,104,666


Impairment
At 1 December 2023	-
Impairment charge	16,577,993

At 30 November 2024	16,577,993
Impairment charge	996,894

At 30 November 2025	17,574,887

Net book value
At 30 November 2025	147,529,779

At 30 November 2024	148,526,673

	Registered Office	Principal activity	Class of shares	Holding

SportPursuit Limited	Unit 2.01, Lincoln House, Kennington Park, 1-3 Brixton Road, London, SW9 6DE	eCommerce sales of sporting and outdoor goods.	Ordinary	100	%
SportPursuit S.L.*	Calle Monte Esquinza 30, Bajo Izquierda, 28010, Madrid, Spain	Local sourcing of sporting and outdoor goods and post-sale customer support.	Ordinary	100	%
North Lane Group Ltd*	Unit 2.01, Lincoln House, Kennington Park, 1-3 Brixton Road, London, SW9 6DE	Design and direct to consumer eCommerce sales of sporting and outdoor goods.	Ordinary	100	%
SportPursuit Israel Ltd*	28 Shalom Yehudah, Jerusalem, 9342643, Israel	Provide financial accounting and legal services to the Group.	Ordinary	100	%
Financière Istra	460 Avenue des Bigos, 34740, Vendargues, France	Holding company for the PSS Group	Ordinary	100	%
Private Sport Shop*	460 Avenue des Bigos, 34740, Vendargues, France	eCommerce sales of sporting and outdoor goods	Ordinary	100	%

PSS DE*	Worringer Strasse 30, 50668, Köln, Germany	Local sourcing of sporting and outdoor goods	Ordinary	100	%
PSS Espagne*	Paseo de Gracia, 101, 4° 1a, 08008, Barcelona, Spain	Local sourcing of sporting and outdoor goods	Ordinary	100	%
PSS Italia*	Via Gustavo Fara 35, CAP 20124, Milano, Italy	Local sourcing of sporting and outdoor goods	Ordinary	100	%
PSS NL*	Delflandlaan 1 Regus Amsterdam Queens Tower, 1062EA, Amsterdam, Netherlands	Local sourcing of sporting and outdoor goods	Ordinary	100	%
PSS PL*	UL PULAWSKA 14/505, 02- 516, Warszawa, Poland	Local sourcing of sporting and outdoor goods	Ordinary	100	%
WLSB*	460 Avenue des Bigos, 34740, Vendargues, France	Design and Production of sporting and outdoor goods	Ordinary	100	%