BD-C CHASE MIDCO LIMITED

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 economic environment, 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 (see note 4). 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 large company, section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision-making process. 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 Group's loss for the year, after taxation, amounted to £13,714,766 (2024: £9,359,905).

The Company's loss for the year, after taxation, amounted to £8,248,868 (2024: loss of £6,159,970).

The Directors do not recommend the payment of a dividend in 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.

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 prior year 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 a 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.

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

An explanation of the Group's financial risk management objectives, policies and strategies and information about the use of financial instruments by the Group is given in note 22 to the financial statements.

Events after the reporting date are detailed in note 28 to the consolidated financial statements.

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

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

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 or 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.

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 Strategic Report or the Directors' Report.

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

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

The notes to these financial statements on pages 24 to 55 form an integral part of these financial statements.

The financial statements were approved by the Board of Directors and authorised for their issue on 29 May 2026 and were signed on its behalf by:

The notes to these financial statements on pages 24 to 55 form an integral part of these financial statements

The notes to these financial statements on pages 24 to 55 form an integral part of these financial statements.

bd-c Chase Midco Limited (the “Company”) 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 Company's shares are privately held.

IFRS is subject to amendment and interpretation by the IASB and the IFRS Interpretations Committee, and there is an on-going process of review. These accounting policies comply with each IFRS that is mandatory for accounting periods ending on 30 November 2025.

The principal accounting policies set out below have been consistently applied to all periods presented. The consolidated financial statements have been prepared on a going concern basis under the historical cost convention except for, where disclosed in the accounting policies, certain items which are carried at fair value.

The consolidated financial statements are presented in Sterling which is the functional currency of the Company.

The consolidated financial statements present the results of the Company and its own subsidiaries as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

System development costs are amortised on a straight-line basis over 3-5 years, being the period in which the Group expects to benefit from using the software developed.

Estimated useful lives are calculated using industry averages as considered appropriate by management and are reviewed annually.

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.

The amortisation expense is included within administrative expenses in the Consolidated Statement of Comprehensive Income.

Leasehold improvements - straight line over the non-cancellable term of the lease

Buildings - Right of use - Straight line over the non-cancellable term of the lease

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

The depreciation charge in relation to buildings is allocated over the life of the lease in line with IFRS 16.

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

The following are the judgements made by management in applying the accounting policies of the Group that have the most significant effect on the financial statements.

Information about the estimates and assumptions that may have the most significant effect on recognition and measurement of assets, liabilities, income and expense is provided below. Actual results may be substantially different.

The Group's revenue disaggregated by primary geographical markets is as follows:

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.

Deferred revenue is recognised on goods which have been paid for, but not yet received by the customer. The performance obligation in respect of revenue for the Group is point of delivery and as such, the deferred revenue shall be recognised in the statement of comprehensive income once delivery has been completed.

* The foreign exchange gain previously disclosed in 2024 has been restated for the effect of reclassifying foreign exchange gains on the Ambienta unitranche facility from administrative expenses to finance income. See note 6 for further information.

The aggregate payroll costs of the employees, including management and the Executive Directors, were as follows:

Average monthly number of persons employed by the Group during the year was as follows:

The number of Directors receiving pension contributions were Nil (2024: Nil) and the pension contribution to the highest-paid Director in 2025 was £Nil (2024: £Nil).

Key management personnel are deemed to be the Directors of key subsidiary entities and their remuneration is as follows.

For the purpose of annual impairment testing, goodwill is allocated to the cash generating units (CGUs) expected to benefit from the synergies of the business combinations in which the goodwill arises as set out below, and is compared to its recoverable value.

The Board has determined that the Group has cash generating units of the SportPursuit Group and Private Sport Shop in all periods presented as this is the level that budgets are prepared at, with no further disaggregation.

The recoverable amounts of the CGUs have been determined from value in use calculations based on cash flow projections from a formally approved 12 month forecast which has been extrapolated out over a 12 year period plus a further terminal value calculation, which is considered by management to be an appropriate projection period for the impairment review of non-amortised assets.

The 12-month forecast data is based on the most recent annual financial statements uplifted for management's best estimates of reasonable growth targets for the subsequent 12-month period.

Management's key assumption includes stable profit margins based on past experience in the market. Discount rates are based on management's assessment of specific risks related to the CGU. Growth rates beyond the first year to year 12 are based on economic data for the industry sector, along with historical experience and various other assumptions believed to be reasonable.

As required by IAS 36, management has considered whether a reasonably possible change in the key assumptions would cause the carrying amount of either CGU to exceed its recoverable amount. The table below shows the impact on the recoverable amount of a 0.5%-point relative movement in the discount rate and terminal growth rate. The Directors do not consider that any reasonably possible change in these assumptions would cause an impairment in either CGU.

Each individual change, with all other variables remaining constant, has no impact on the result of the impairment tests. Therefore, the Directors believe that any reasonably possible change in the key assumptions on which recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount for any of the cash-generating units.

A sensitivity analysis has been performed to assess how far the key metrics would need to move in percentage terms before an impairment would need to be considered:

IAS 36 ordinarily suggests cash flow projections cover a period of five years. However, the Directors have utilised a twelve-year explicit forecast period, as management's historical cohort analysis demonstrates strong customer durability and low revenue decay across acquisition vintages.

Because the substantial majority of platform orders are generated by this established, repeat customer base, the average active customer relationship life reliably extends to 12 years. This observable data significantly reduces forecast uncertainty beyond a year five period.

To reflect this long-term profile prudently, key margin assumptions are anchored in over a decade of actual trading history, and growth rates in years 6-12 step down progressively toward the long-term terminal rate.

Depreciation is recognised within administrative expenses in the income statement.

As a result of the Group's acquisition of Financiere Istra, the Group holds a number of EUR denominated interest rate derivatives which are recognised at fair value through profit or loss.

As at 30 November 2025, the Group has a number of open interest rate EUR denominated derivatives, which are used to manage interest rate risk. One derivative is due to mature in 2028 and another is due to mature in 2029.

The Group have recognised right of use assets in relation to the Group's office building, premises and vehicles. The Company classifies the right of use assets arising on these leases in a consistent manner to its property, plant and equipment.

The incremental borrowing rate used to calculate the present value of the lease was 7% (2024: 7%).

During the year, the Group entered into a new 26-month lease agreement for a warehouse and associated warehouse equipment. This transaction resulted in non-cash right-of-use asset additions and corresponding lease liabilities of £1,131,730 at the commencement date.

The Group also signed a new agreement to extend the lease for its existing office building and premises for a further three years commencing 1 April 2025. This extension has been recognised as an addition to right-of-use assets and lease liabilities of £385,515.

Lease liabilities are presented in the statement of financial position as follows:

The lease liabilities are secured by the related underlying assets. The maturity profile of the lease liabilities is as follows:

The fair value hierarchy groups financial assets and liabilities into three levels based on the significance of inputs used in measuring the fair value of the financial assets and liabilities. The fair value hierarchy has the following levels:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement.

The only financial instruments measured at fair value in the balance sheet are the interest rate derivatives which are classified as Level 2 according to the above definitions and are immaterial to the financial statements. There were no transfers in or out of Level 2 in the year.

There are no financial instruments classified at Level 1 in the reporting periods presented.

The tables below set out the Group's accounting classification of each class of its financial assets and liabilities.

All of the above financial assets' carrying values are approximate to their fair values, as at all reporting dates presented.

Financial instruments held by the Group and measured at fair value through profit or loss were interest rate derivatives, as disclosed in note 13. The fair value of the derivative currency contracts is based on prices other than quoted prices, so are classified as level 2 in the IFRS 13 fair value hierarchy. The valuation is based on mark to market valuations provided by the supplier. The warrant instruments were measured at fair value at the date of acquisition using a valuation technique with unobservable inputs and therefore the fair value recognised falls under level 3 of the IFRS 13 fair value hierarchy. There are no financial instruments under level 1.

In the view of management, all of the above financial liabilities' carrying values approximate to their fair values as at all reporting dates presented.

At the balance sheet date, the interest rate profile of the Group's interest-bearing financial instruments was:

Looking forward over the next 12 months, a change of 100 basis points in interest rates at the balance sheet date will increase (decrease) equity and profit or loss by the amounts shown below. This calculation assumes that the change occurred at the balance sheet date and had been applied to risk exposures existing at that date. This analysis assumes that all other variables, in particular foreign currency rates, remain constant and considers the effect of financial instruments with variable interest rates and financial instruments at fair value through profit or loss. The analysis has considered the interest rate hedge already in place which limit both the downside and upside exposures.

The Group has exposure to translation risk on the balance sheet as a result of consolidating overseas subsidiaries in currencies which differ to the Group's presentational currency. This translation impacts the Group net asset position and the translation reserve.

A 10% strengthening or weakening of the foreign currencies above against the functional currencies will result in a material outcome on net assets and profit or loss. This is largely due to the Ambienta loan of €38m held by Bidco. From a UK perspective there is an intra-group loan due from the EUR business (PSS) which offsets this EUR liability. Excluding the Ambienta loan, the sensitivity analysis gives immaterial impact in both FY25 and FY24.

Subsequent to the acquisition of SportPursuit Limited and the PSS Group, the Group operates defined contribution pension plans.

The total expense relating to these plans in the current year was £671,406 (2024: £671,742). As at the reporting date, an amount of £64,665 (2024: £62,992) was payable to the pension funds.

Key management personnel are identified as the Executive Directors, and their remuneration is disclosed in note 5.

A subsidiary of the Group has previously issued a loan to bd-c Chase Topco Limited, the ultimate parent company. The amount of interest charged on the loan during the year was £74,189 (2024: £74,189). As at the year-end, the total amount due to the Group from bd-c Chase Topco Limited in respect of this loan is £890,268 (2024: £816,079).

Additionally, the net outstanding trading balance due to the Group from bd-c Chase Topco Limited at the year-end is £929,157 (2024: £457,922).

The Group and Science in Sport Limited ("SiS") are related parties by virtue of both being portfolio companies managed by the private equity firm bd-capital. Shared governance between the groups includes:

During the year, following bd-capital's investment in SiS in June 2025, the Group conducted commercial trading in the ordinary course of business with SiS on an arm's-length basis. The total value of purchases from SiS during this period was £37,405, and as at year end, the amount due to SiS is £6,465.

The Company's ultimate parent company is bd-c Chase Topco Limited, a company incorporated and registered in Guernsey with a registered address of North Suite 2, Town Mills, Rue Du Pre, St Peter Port, Guernsey, GY1 1LT.

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

As permitted by section 408 of Companies Act 2006, a separate Income Statement for the Company has not been included in these financial statements. The Company's loss for the year ended 30 November 2025 was £8,248,868 (2024: loss of £6,159,970).

The financial statements were approved by the Board of Directors and authorised for their issue on 29 May 2026 and were signed on its behalf by:

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

The annual financial statements have been prepared under the historical cost convention unless otherwise stated 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.

In preparing these financial statements the Company has taken advantage of all disclosure exemptions conferred by FRS 101. Therefore, these financial statements do not include:

In addition, and in accordance with FRS 101 further disclosure exemptions have been adopted because equivalent disclosures are included in the Company's Consolidated Financial Statements. These financial statements do not include certain disclosures in respect of:

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

Retained losses represent cumulative profits or losses, net of dividends paid and other adjustments.

V.1.0 FINTAGS 01 December 2024 30 November 2025 30 November 2025 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. 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13417490 bus:Consolidated core:Goodwill 2023-12-01 2024-11-30 13417490 bus:Consolidated core:Goodwill 2024-12-01 2025-11-30 13417490 core:Subsidiary1 bus:Consolidated 2024-12-01 2025-11-30 13417490 core:Subsidiary2 bus:Consolidated 2024-12-01 2025-11-30 13417490 core:Subsidiary3 bus:Consolidated 2024-12-01 2025-11-30 13417490 core:Subsidiary4 bus:Consolidated 2024-12-01 2025-11-30 13417490 core:Subsidiary5 bus:Consolidated 2024-12-01 2025-11-30 13417490 7 core:Subsidiary1 bus:Consolidated 2024-12-01 2025-11-30 13417490 8 core:Subsidiary2 bus:Consolidated 2024-12-01 2025-11-30 13417490 9 core:Subsidiary3 bus:Consolidated 2024-12-01 2025-11-30 13417490 10 core:Subsidiary4 bus:Consolidated 2024-12-01 2025-11-30 13417490 11 core:Subsidiary5 bus:Consolidated 2024-12-01 2025-11-30 13417490 core:Subsidiary6 bus:Consolidated 2024-12-01 2025-11-30 13417490 core:Subsidiary7 bus:Consolidated 2024-12-01 2025-11-30 13417490 core:Subsidiary8 bus:Consolidated 2024-12-01 2025-11-30 13417490 core:Subsidiary9 bus:Consolidated 2024-12-01 2025-11-30 13417490 core:Subsidiary10 bus:Consolidated 2024-12-01 2025-11-30 13417490 12 core:Subsidiary6 bus:Consolidated 2024-12-01 2025-11-30 13417490 13 core:Subsidiary7 bus:Consolidated 2024-12-01 2025-11-30 13417490 14 core:Subsidiary8 bus:Consolidated 2024-12-01 2025-11-30 13417490 15 core:Subsidiary9 bus:Consolidated 2024-12-01 2025-11-30 13417490 16 core:Subsidiary10 bus:Consolidated 2024-12-01 2025-11-30 13417490 core:Subsidiary11 bus:Consolidated 2024-12-01 2025-11-30 13417490 core:Subsidiary12 bus:Consolidated 2024-12-01 2025-11-30 13417490 core:Subsidiary13 bus:Consolidated 2024-12-01 2025-11-30 13417490 17 core:Subsidiary11 bus:Consolidated 2024-12-01 2025-11-30 13417490 18 core:Subsidiary12 bus:Consolidated 2024-12-01 2025-11-30 13417490 19 core:Subsidiary13 bus:Consolidated 2024-12-01 2025-11-30 13417490 core:DevelopmentCostsCapitalisedDevelopmentExpenditure bus:Consolidated 2025-11-30 13417490 core:CustomerRelationships 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2024-12-01 2025-11-30 13417490 bus:Consolidated core:FurnitureFittingsToolsEquipment 2023-12-01 2024-11-30 13417490 bus:Consolidated core:ComputerEquipment 2023-12-01 2024-11-30 13417490 bus:Consolidated core:Vehicles core:Right-of-useAssets 2023-12-01 2024-11-30 13417490 bus:Consolidated core:Buildings core:Right-of-useAssets 2023-12-01 2024-11-30 13417490 bus:Consolidated core:LeaseholdImprovements 2023-12-01 2024-11-30 13417490 core:Non-currentFinancialInstruments bus:Consolidated 2025-11-30 13417490 core:Non-currentFinancialInstruments bus:Consolidated 2024-11-30 13417490 core:Non-currentFinancialInstruments bus:Consolidated 2024-12-01 2025-11-30 13417490 bus:Consolidated core:CurrentFinancialInstruments 2024-12-01 2025-11-30 13417490 20 bus:Consolidated core:CurrentFinancialInstruments 2025-11-30 13417490 20 bus:Consolidated core:CurrentFinancialInstruments 2024-11-30 13417490 bus:Consolidated core:WithinOneYear 2025-11-30 13417490 bus:Consolidated core:WithinOneYear 2024-11-30 13417490 bus:Consolidated core:BetweenOneTwoYears 2025-11-30 13417490 bus:Consolidated core:BetweenOneTwoYears 2024-11-30 13417490 bus:Consolidated core:BetweenTwoFiveYears 2025-11-30 13417490 bus:Consolidated core:BetweenTwoFiveYears 2024-11-30 13417490 bus:Consolidated core:Non-currentFinancialInstruments core:BetweenTwoFiveYears 2025-11-30 13417490 bus:Consolidated core:Non-currentFinancialInstruments core:BetweenTwoFiveYears 2024-11-30 13417490 bus:Consolidated core:Non-currentFinancialInstruments core:MoreThanFiveYears 2025-11-30 13417490 bus:Consolidated core:Non-currentFinancialInstruments core:MoreThanFiveYears 2024-11-30 13417490 21 bus:Consolidated core:CurrentFinancialInstruments 2025-11-30 13417490 21 bus:Consolidated core:CurrentFinancialInstruments 2024-11-30 13417490 22 bus:Consolidated core:CurrentFinancialInstruments 2025-11-30 13417490 22 bus:Consolidated core:CurrentFinancialInstruments 2024-11-30 13417490 23 bus:Consolidated core:Non-currentFinancialInstruments core:MoreThanFiveYears 2025-11-30 13417490 23 bus:Consolidated core:Non-currentFinancialInstruments core:MoreThanFiveYears 2024-11-30 13417490 bus:Consolidated core:DecommissioningRestorationDilapidations 2025-11-30 13417490 bus:Consolidated core:OtherProvisionsContingentLiabilities 2025-11-30 13417490 bus:Consolidated core:DecommissioningRestorationDilapidations 2024-11-30 13417490 bus:Consolidated core:OtherProvisionsContingentLiabilities 2024-11-30 13417490 bus:Consolidated core:DecommissioningRestorationDilapidations 2023-11-30 13417490 bus:Consolidated core:OtherProvisionsContingentLiabilities 2023-11-30 13417490 bus:Consolidated core:OtherProvisionsContingentLiabilities 2023-12-01 2024-11-30 13417490 bus:Consolidated core:OtherProvisionsContingentLiabilities 2024-12-01 2025-11-30 13417490 bus:Consolidated core:FinancialAssetsAmortisedCost 2025-11-30 13417490 bus:Consolidated core:FinancialAssetsAmortisedCost 2024-11-30 13417490 bus:Consolidated 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bus:Consolidated bus:AllOrdinaryShares 2024-11-30 13417490 core:ShareCapitalOrdinaryShares bus:Consolidated 2025-11-30 13417490 core:ShareCapitalOrdinaryShares bus:Consolidated 2024-11-30 13417490 25 bus:Consolidated 2024-12-01 2025-11-30 13417490 core:UltimateParent bus:Consolidated 2024-12-01 2025-11-30 13417490 core:UltimateParent bus:Consolidated core:InterestExpenseTransactions 2024-12-01 2025-11-30 13417490 core:UltimateParent bus:Consolidated core:InterestExpenseTransactions 2023-12-01 2024-11-30 13417490 core:UltimateParent bus:Consolidated 2025-11-30 13417490 core:UltimateParent bus:Consolidated 2024-11-30 13417490 core:OtherGroupMember1 bus:Consolidated 2024-12-01 2025-11-30 13417490 core:OtherGroupMember1 bus:Consolidated 2025-11-30 13417490 core:ForeignTax bus:Consolidated 2024-12-01 2025-11-30 13417490 core:ForeignTax bus:Consolidated 2023-12-01 2024-11-30 13417490 26 bus:Consolidated 2024-12-01 2025-11-30 13417490 26 bus:Consolidated 2023-12-01 2024-11-30 13417490 27 bus:Consolidated 2024-12-01 2025-11-30 13417490 28 bus:Consolidated 2024-12-01 2025-11-30 13417490 29 bus:Consolidated 2024-12-01 2025-11-30 13417490 30 bus:Consolidated 2024-12-01 2025-11-30 13417490 31 bus:Consolidated 2024-12-01 2025-11-30 13417490 32 bus:Consolidated 2024-12-01 2025-11-30 13417490 core:ShareCapital bus:Consolidated 2024-12-01 2025-11-30 13417490 bus:Consolidated core:OtherReservesSubtotal 2024-12-01 2025-11-30 13417490 bus:Consolidated core:RetainedEarningsAccumulatedLosses 2024-12-01 2025-11-30 13417490 bus:Consolidated core:ForeignCurrencyTranslationReserve 2024-12-01 2025-11-30 13417490 core:BottomRangeValue bus:Consolidated core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-12-01 2025-11-30 13417490 bus:Consolidated core:TopRangeValue core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-12-01 2025-11-30 13417490 core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill core:BottomRangeValue bus:Consolidated 2024-12-01 2025-11-30 13417490 core:TopRangeValue bus:Consolidated core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill 2024-12-01 2025-11-30 13417490 33 bus:Consolidated 2024-12-01 2025-11-30 13417490 34 core:Non-currentFinancialInstruments bus:Consolidated 2025-11-30 13417490 34 core:Non-currentFinancialInstruments bus:Consolidated 2024-11-30 13417490 2024-11-30 13417490 core:CurrentFinancialInstruments 2025-11-30 13417490 core:CurrentFinancialInstruments 2024-11-30 13417490 core:Non-currentFinancialInstruments 2025-11-30 13417490 core:Non-currentFinancialInstruments 2024-11-30 13417490 core:ShareCapital 2025-11-30 13417490 core:ShareCapital 2024-11-30 13417490 core:RetainedEarningsAccumulatedLosses 2025-11-30 13417490 core:RetainedEarningsAccumulatedLosses 2024-11-30 13417490 bus:Director1 bus:Consolidated 2024-12-01 2025-11-30 13417490 2023-12-01 2024-11-30 13417490 core:ShareCapital 2023-11-30 13417490 core:RetainedEarningsAccumulatedLosses 2023-11-30 13417490 2023-11-30 13417490 core:RetainedEarningsAccumulatedLosses 2023-12-01 2024-11-30 13417490 core:RetainedEarningsAccumulatedLosses 2024-12-01 2025-11-30 13417490 core:FinancialAssetsAmortisedCost 2024-12-01 2025-11-30 13417490 core:FinancialLiabilitiesAmortisedCost 2024-12-01 2025-11-30 13417490 core:ShareCapital 2024-12-01 2025-11-30 13417490 core:OtherReservesSubtotal 2024-12-01 2025-11-30 13417490 core:CostValuation 2024-11-30 13417490 core:CostValuation 2025-11-30 13417490 core:ProvisionsForImpairmentInvestments 2025-11-30 13417490 core:ProvisionsForImpairmentInvestments 2024-11-30 13417490 core:ImpairmentLossReversalProvisionsForImpairmentInvestments 2024-11-30 13417490 core:ImpairmentLossReversalProvisionsForImpairmentInvestments 2025-11-30 13417490 35 core:Non-currentFinancialInstruments 2025-11-30 13417490 35 core:Non-currentFinancialInstruments 2024-11-30 13417490 core:Non-currentFinancialInstruments 2024-12-01 2025-11-30 13417490 core:Non-currentFinancialInstruments 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countries:RestEuropeOutsideUK 2023-12-01 2024-11-30 13417490 bus:Consolidated countries:RestWorldOutsideUK 2024-12-01 2025-11-30 13417490 bus:Consolidated countries:RestWorldOutsideUK 2023-12-01 2024-11-30 13417490 bus:FullIFRS 2024-12-01 2025-11-30 13417490 bus:FullAccounts 2024-12-01 2025-11-30 13417490 bus:FullAccounts bus:Consolidated 2024-12-01 2025-11-30 13417490 bus:CalendarYear 2024-12-01 2025-11-30 13417490 bus:CalendarYear bus:Consolidated 2024-12-01 2025-11-30 13417490 curr:PoundSterling bus:Consolidated 2024-12-01 2025-11-30 13417490 curr:PoundSterling 2024-12-01 2025-11-30 13417490 37 bus:Consolidated 2024-12-01 2025-11-30 13417490 37 bus:Consolidated 2023-12-01 2024-11-30 13417490 38 bus:Consolidated 2024-12-01 2025-11-30 13417490 38 bus:Consolidated 2023-12-01 2024-11-30 13417490 39 bus:Consolidated 2024-12-01 2025-11-30 13417490 39 bus:Consolidated 2023-12-01 2024-11-30 13417490 countries:EnglandWales 2024-12-01 2025-11-30 13417490 bus:PrivateLimitedCompanyLtd 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Contents
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 Midco Limited	14
Consolidated Statement of Comprehensive Income	19
Consolidated Statement of Other Comprehensive Income	20
Consolidated Statement of Financial Position	21
Consolidated Statement of Changes in Equity	22
Consolidated Statement of Cash Flows	23
Notes to the Consolidated Financial Statements	234
Company Balance Sheet	56
Company Statement of Changes in Equity	57
Notes to the Company Financial Statements	58

	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

•	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

•	Midco 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

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

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.

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.

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.

•	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 including a Worker's council, Pulse Checks, staff surveys, 121 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.

•	The Group is also closely involved in a number of industry bodies, including:
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

Significant events / decisions	Key s172 matter(s) affected	Actions and impact
Management Changes	Board, Staff, Brand partners, Worker's Council	In September 2025 the board appointed Andy Anson as the new CEO, replacing Sebastien Rohart. Subsequently, Andy has made the following additions to the management team: • Luis Arias from Best Secret as Chief Commercial Officer; • Harminder Matharu from Charlotte Tilbury as Chief Growth Officer As part of these changes, a review of the Group's commercial operations is currently underway, with the aim of moving away from a fascia focus to a centralised model, with a single team buying for the whole group.

LVCGR	Logistic partners, Brand partners	In 2025 the EU announced it planned to scrap the Low Value Consignment Goods Relief (“LVCGR”) mechanism for importing B2C parcels into the EU, which will result in duty becoming payable on all items moving across the border. The scheme is scheduled to cease in 2028, but from July 2026 an interim solution is being implemented which will charge a flat 3-euro fee per the number of unique HS codes in each parcel, increasing by a further 2 euro per parcel admin fee from November 2026. As over 90% of the Group's B2C parcels moving across the border currently use this mechanism, a complete review of the

-	select suitable accounting policies and then apply them consistently;
-	make judgements and accounting estimates that are reasonable and prudent;
-	state whether they have been prepared in accordance with UK adopted International Accounting Standards, subject to any material departures disclosed and explained in the financial statements;
-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business; and

			Restated*
	Notes	2025	2024
		£	£

Revenue	2	162,943,104	147,715,187
Cost of sales		(127,969,117)	(116,484,889)

Gross profit		34,973,987	31,230,298

Administrative expenses		(36,560,654)	(32,063,886)
Exceptional administrative expenses	4	(445,566)	(2,272,520)
Other operating income		64,457	94,140

EBITDA (before exceptional administrative expenses)		9,284,374	8,260,634
Depreciation		(1,157,744)	(820,186)
Amortisation		(9,648,840)	(8,179,896)
Exceptional administrative expenses		(445,566)	(2,272,520)

Operating loss	3	(1,967,776)	(3,011,968)

Finance income	6	131,415	1,264,022
Finance cost	6	(12,654,597)	(10,162,804)
Fair value movements		(11,301)	(277,087)

Loss before tax		(14,502,259)	(12,187,837)
Taxation	7	787,493	2,827,932

Loss for the financial year		(13,714,766)	(9,359,905)

	2025	2024
	£	£

Loss for the financial year	(13,714,766)	(9,359,905)
Items that are or may be reclassified subsequently to profit or loss:
Foreign currency translation differences - foreign operations	7,118,218	(5,172,930)

	7,118,218	(5,172,930)

Total comprehensive loss	(6,596,548)	(14,532,835)

	Notes	2025	2024
		£	£
Assets
Non-current assets
Goodwill	9	117,863,254	113,649,573
Intangible assets	11	78,710,566	83,815,832
Property, plant and equipment	12	2,485,878	1,693,407
Other receivables	15	1,036,060	861,016
		200,095,758	200,019,828
Current assets
Inventories*	14	56,875,103	49,463,507
Trade and other receivables	15	7,721,664	5,526,802
Cash and cash equivalents	16	18,677,597	16,046,354
		83,274,364	71,036,663
Current liabilities
Trade and other payables	17	(47,172,088)	(39,864,332)
Lease liabilities	18	(879,709)	(253,443)
Borrowings	19	(13,650,627)	(10,388,196)
Current tax payable		(837,963)	(102,330)
		(62,540,387)	(50,608,301)
Non-current liabilities
Lease liabilities	18	(357,277)	(197,762)
Borrowings	19	(103,861,551)	(95,070,766)
Derivative financial liability	13	(44,488)	(31,382)
Pension liability		(115,848)	(109,257)
Provisions	20	(99,474)	(57,910)
Deferred tax liability	8	(14,451,837)	(16,485,305)
		(118,930,475)	(111,952,382)
Net assets		101,899,260	108,495,808

Equity
Share capital	24	145,380,589	145,380,589
Retained losses	24	(45,597,883)	(31,883,117)
Translation reserve	24	2,116,554	(5,001,664)
Equity attributable to owners of the parent company		101,899,260	108,495,808

	Share capital	Retained deficit	Translation reserve	Total equity
	£	£	£	£

At 1 December 2023	145,380,589	(22,523,212)	171,266	123,028,643

Comprehensive loss for the year
Loss for the year	-	(9,359,905)	-	(9,359,905)
Currency translation differences	-	-	(5,172,930)	(5,172,930)
	-	(9,359,905)	(5,172,930)	(14,532,835)

At 30 November 2024	145,380,589	(31,883,117)	(5,001,664)	108,495,808

Comprehensive loss for the year
Loss for the year	-	(13,714,766)	-	(13,714,766)
Currency translation differences	-	-	7,118,218	7,118,218
	-	(13,714,766)	7,118,218	(6,596,548)

At 30 November 2025	145,380,589	(45,597,883)	2,116,554	101,899,260

-	so far as the Directors are aware, there is no relevant audit information of which the Company and the Group'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 and the Group's auditor is aware of that information.

•	give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 30 November 2025 and of the Group's loss for the year then ended;
•	the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards; and
•	the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
•	the financial statements 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 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.

•	Obtaining an understanding of the legal and regulatory frameworks applicable to the Group and Parent Company, focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the Group and Parent Company.
•	Enquiring of management and the Board, including obtaining and reviewing supporting documentation, concerning the Group's policies and procedures relating to:
o	identifying, evaluating, and complying with laws and regulations and whether they were aware of any instances of non-compliance;
o	detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and
o	the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.

•	Review of minutes of meeting 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;
•	Review of legal expenditure accounts to understand the nature of expenditure incurred; and
•	Discussions with regulatory and legal teams in order to identify any non-compliance.

•	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 cut-off and the 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 actual and potential litigation and claims and seeking corroborating and contradictory evidence to support their claims;
•	Challenging assumptions and judgements made by management in their accounting estimates, in particular in relation to the assumptions and estimates used in the valuation and recoverability of intangibles and investments and stock valuation;
•	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;
•	Focusing on revenue year end cut-off procedures, review of returns provisions and the inclusion of revenue in the correct accounting periods;
•	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.

			Restated*
	Note	2025	2024
		£	£

Cash flow from operating activities
Loss for the financial year before taxation		(14,502,259)	(12,187,837)
Finance income	6	(131,415)	(1,264,022)
Fair value losses		11,301	277,087
Finance cost	6	12,654,597	10,162,804
Other foreign exchange losses / (gains)	3	358,789	(198,861)
IAS 19 pension charge		12,559	12,489
Depreciation of property, plant and equipment	12	1,157,744	820,186
Amortisation of intangible assets	11	9,648,840	8,179,896
Loss on disposal of property, plant and equipment		320	144,087
Tax received / (paid)		(510,342)	(161,090)
		8,700,134	5,784,739

Changes in working capital
(Increase) / decrease in trade and other receivables		(2,369,906)	(2,023,784)
Increase in trade and other payables		7,343,351	707,635
Trade and other payables transferred to trade finance facility		22,456,299	15,567,420
Increase in inventories		(7,411,595)	368,166

Net cash generated from operating activities		28,718,283	20,404,176

Cash flow from investing activities
Purchase of intangible fixed assets	11	(2,068,049)	(1,778,866)
Purchase of property, plant and equipment		(501,405)	(128,061)
Interest received		131,415	114,079

Net cash used in investing activities		(2,438,039)	(1,792,848)


Cash flow from financing activities
Repayment of borrowings	19	-	(29,417,895)
New loans received		-	29,294,739
Repayment of trade finance facility		(19,403,659)	(15,656,424)
Repayment of leasing arrangements		(886,063)	(382,019)
Other interest paid		(3,748,720)	(3,637,234)

Net cash used in financing activities		(24,038,442)	(19,798,833)

Net increase in cash and cash equivalents		2,241,802	(1,187,505)
Cash and cash equivalents at beginning of financial year		16,046,354	18,031,833
Effect of exchange rate fluctuations on cash		389,441	(797,974)

Cash and cash equivalents at end of financial year		18,677,597	16,046,354

1)	identify the contract with the customer;
2)	identify the performance obligation 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.

•	the recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
•	any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
•	where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

•	it is technically feasible to develop the software for it to be used;
•	adequate resources are available to complete the development and use the software;
•	there is an intention to complete the development and use the software;
•	the Group has the ability to use the software;
•	use of the software will generate future economic benefits; and
•	expenditure attributable to the development project can be measured reliably.

•	costs relating to enhancements, maintenance and bug fixes; and
•	costs relating to marketing and advertising such website product creation, on-site merchandising, and email production for specific campaigns; and brand development costs.

•	fixed payments, including in-substance fixed payments;
•	variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
•	amounts expected to be payable under a residual value guarantee; and
•	the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.

•	“Share capital” represents amounts subscribed for shares at nominal value.
•	“Other reserve” represents distributable reserves arising as a result of a capital reduction.
•	“Retained earnings / deficit” represents the accumulated profits and losses attributable to equity shareholders.
•	“Translation reserve” comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations.

New/Revised International Financial Reporting Standards		Effective Date: Annual periods beginning on or after:	UKEB adopted
IAS 21	Lack of Exchangeability (Amendments to IAS 21)	1 January 2025	Yes
	Annual Improvements to IFRS Accounting Standards-Volume 11	1 January 2026	Yes
IFRS 7 &9	Amendments to the Classification and Measurement of Financial Instruments	1 January 2026	Yes
IFRS 18	Presentation and Disclosure in Financial Statements	1 January 2027	Yes
IFRS 19	Subsidiaries without Public Accountability: Disclosures	1 January 2027	No

1.	*System development costs*: Management judgement is required in determining whether expenditure in relation to internal software development costs is eligible for capitalisation. Management review expenditure incurred against the accounting policy capitalisation criteria to make this assessment. This requires working closely with colleagues in the Tech Team to ensure the nature of the projects, technical feasibility and other key aspects of the work are considered in conjunction with the requirements of the accounting policy.

2.	*Trade finance presentation in the Consolidated Statement of Cash Flows*: The trade finance facility is used to finance the settlement of trade payables for certain stock purchases. Upon approval of a trade finance loan, HSBC settles the invoice directly with the supplier, at which point the trade creditor is de-recognised and a loan balance due to HSBC is recognised by the Group. In the Consolidated Statement of Cash Flows, the loan balances created during the year are included in the line item ‘Trade payables transferred to trade finance facility' within ‘changes in working capital', given no cash flows through the Group. As the repayment of the loan balances result in a cash flow, settlement of the loan balances are included in the line item ‘repayment of trade finance facility' within ‘cash flow from financing activities'. For further information on the trade finance facility, please see note 19.

1.	*Inventory provision:* A provision is made for slow-moving inventory where expected net realisable value is considered to be lower than cost.

2.	*Impairment provision*: An impairment provision is recognised if the carrying amount of an asset or cash-generating unit exceeds its recoverable amount. The recoverable amount is calculated based on management's key assumptions, including future cash flow projections, discount rates, and growth rates. This applies on consolidation to intangibles and goodwill. We also apply a similar process to investment values in the company investment value.

3.	*Right of return asset*: An estimation is required of goods subject to a right of return.

	2025	2024
	£	£

United Kingdom	48,174,177	42,331,723
France	60,253,598	58,997,881
Rest of Europe	51,505,296	43,393,128
Rest of the world	3,010,033	2,992,455

	162,943,104	147,715,187

Contract liabilities:	2025	2024
	£	£

Deferred Revenue at the beginning of the year	(7,453,495)	(5,928,382)
Amounts included in contract liabilities that were recognised as
revenue during the year	7,453,495	5,928,382
Cash received in advance of performance and not recognised as
revenue during the year	(7,621,244)	(7,453,495)

Deferred Revenue at end of the year	(7,621,244)	(7,453,495)