ACCOUNTS - Final Accounts preparation

Operating profit

The operating profit is stated after charging:

Registered number: SC298814

DAMECK HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

DAMECK HOLDINGS LIMITED

COMPANY INFORMATION

Directors	C W Scott
	E C Scott
	C O Scott
	K M Ryan
	D C Ryan
	M A F Scott
	A Scott
	A Scott


Registered number	SC298814


Registered office	Yard Road
	Blairgowrie
	Perthshire
	PH10 6NW


Independent auditor	MHA
	6 St Colme Street
	Edinburgh
	United Kingdom


Solicitors	Thornton's Law LLP
	Whitehall House
	33 Yeaman Shore
	Dundee
	DD1 4BJ

DAMECK HOLDINGS LIMITED

CONTENTS

	Page
Group strategic report	1 - 3
Directors' report	4 - 5
Independent auditor's report	6 - 9
Consolidated profit and loss account	10
Consolidated statement of comprehensive income	11
Consolidated balance sheet	12
Company balance sheet	13
Consolidated statement of changes in equity	14
Company statement of changes in equity	15
Consolidated statement of cash flows	16 - 17
Consolidated analysis of net debt	18
Notes to the financial statements	19 - 48

DAMECK HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 JANUARY 2026

Introduction

The Board of Directors is pleased to present its report for the financial year ended 31 January 2026.

Financial Highlights

Metric	FY to 31 Jan 26	FY to Jan 25	Change
Revenue	£35.1m	£37.5m	-£2.4m
Operating Profit	£1.1m	£0.7m	+£0.4m
Interest Payable	£0.4m	£0.7m	-£0.3m
Stock Days	109 days	66 days	+43 days
Net Debt	£5.5m	£10.9m	-£5.4m

Outlook

Looking ahead, the Group’s license after 13 years working in partnership with Basic Net comes to an end in December 2026 removing 2 brands from the Groups portfolio at the end of the next financial year. We are working collaboratively to make the transition as seamless as possible.

While we plan for these changes in the Group next year, we continue to build on the momentum established in the 2025 year whilst navigating an ever increasing level of compliance for businesses. Specific focus areas for the coming year include:
• Optimisation of stock across the Group’s distribution network
• Review of services and efficiencies, making cost saving changes where appropriate for the business.
• Strategic reinvestment of savings to support ROI-led decision making
• Continuous assessment of product and customer profitability to enhance margin delivery
• Since year end the Group strategically increased its investment in Artificial Intelligence (AI) technologies to optimize core business processes and drive sustainable operational efficiency.
• Preparation for the EU Packaging and Packaging Waste Regulation and the extension of packaging producer responsibility obligations in both the UK and EU
• Preparing for digital product passport requirements under the EU Ecodesign for Sustainable Products Regulation, including supplier data collection and product information system capability

Principal risks and uncertainties

1. Economic Pressures
In the year UK market inflationary pressure eased but consumer confidence remained subdued and discretionary spending stayed cautious. In the UK, the increase in employer National Insurance contributions and in the National Living Wage from April 2025 raised the cost base directly.

2. Freight Disruption & Increased Costs
Container freight rates have been volatile due to global events
• Proposed tariff increases in the US global altered the standard Q1 cooling, with orders front-loaded to
• Ongoing Red Sea shipping crisis.

3. Customs & Regulatory Complexity
EU border compliance remained a time- and cost-intensive challenge, particularly with evolving packaging and labelling regulations under EU green initiatives.

Page 1

DAMECK HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2026

4. Labour & Logistics Cost Inflation
Domestic warehousing and logistics costs continued to rise, necessitating further efficiency investments and lean stock strategies

5. Cybersecurity and IT resilience
A number of UK retail and distribution businesses suffered operationally disruptive cyber attacks during the year, in several cases halting trading and fulfilment for extended periods. The Group continues to review its resilience to these attacks to mitigate and manage the risks through controls and insurance protection.

As we expand our AI capabilities, the Board remains deeply committed to robust governance, data security, and the mitigation of associated technological risks. We have established an AI working committee for oversight of the roll out, updated policies and procedures have been put in place and we are working on a soft roll out.

The group, in line with businesses in many industries, has been impacted by these measures but as demonstrated in the profitability, they are taking steps to manage this and continue to work towards increasing the return on investment for the period to Jan 26.

The group finances its short to medium term funding requirements through a combination of third-party bank funding, invoice discounting, import loan facilities. The Group has taken a number of measures following detailed focus on the profitability within each segment in the business and continues to review and react to the changing environment to ensure it continues to grow the strength of the business with each change.

The group has completed a base case forecast based on its continued bank facilities. A reverse stress test is not considered appropriate given headroom in place. There is of course a credit risk associated with the group’s debtor book but the directors have some credit insurance in place, have diversified the risk where possible and continue to monitor closely.

Based on the above, the directors are confident that the actions and strategies in place, results in the group and company being able to mitigate business threats as they arise.

Section 172 statement

The board of directors of Dameck Holdings Group consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in 172(1)(a) to (f) Companies Act 2006) in doing so have regard (amongst other matters) to:

• the likely consequences of any decisions in the long-term
• the interests of the Group’s employees
• the need to foster the Group’s business relationships with suppliers, customers and others
• the impact of the Group’s operation on the community and environment
• the desirability of the Group’s maintaining a reputation for high standards of business conduct
• the need to act fairly as between shareholders of the Group.

The directors fulfil these duties through the following:

Risk management
As we grow, we have approved a business plan to January 2027 to allow the board to manage and evaluate the business, to ensure we can control both our resources and costs to meet the continued growth within the business. Our business and risk environment evolves with the growing economic and regulatory changes we face. It is therefore vital that we effectively identify, evaluate, manage and mitigate the risks we face, and that we continue to develop and adapt our approach to risk management to meet the Group’s needs.

For details of our principal risks and uncertainties and how we manage our risk environment, please see page 1.

Page 2

DAMECK HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2026

Our People
The Group is committed to being a responsible business. People are at the heart of our business and for our business to succeed we need to manage our people’s performance and develop and bring through talent while ensuring we operate as efficiently as possible. We must also ensure we share common values that inform and guide our behaviour so we achieve our goals in the right way.

Business Relationships
Our continued growth of the Group is driven off the development and nurturing of existing relationships together with the expansion of new relationships both with customers, suppliers and business partners.

Community and Environment
The Group continues to support its people to create positive change for the people and communities with which we interact. We try to minimise our environmental impact and the Group have taken measures to utilise alternative carbon neutral sources of energy within the Groups head office and continues to monitor opportunities to limit our environmental impact. The Group has actively participated in charitable donations of excess, out of season and out of licence stock product to encourage the reuse of product that otherwise may have contributed to landfill.

Shareholders
As the Board of Directors, our intention is to behave responsibly toward our shareholders and treat them fairly and equally, so they too may benefit from the successful delivery of our plan.

Conclusion

The Board is encouraged by the continued results achieved from the Group’s strategy and the movement to all companies having positive reserves, reduction in intercompany loan funding as we streamline and evolve the business.

While market conditions remain dynamic, the Group is well-positioned to drive long-term, sustainable returns for shareholders.

The Board thanks our employees, customers, shareholders, and stakeholders for their continued support.

This report was approved by the board on 14 September 2026 and signed on its behalf.

K M Ryan

Director

Page 3

DAMECK HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 JANUARY 2026

The directors present their report and the financial statements for the year ended 31 January 2026.

Principal activity

The principal activity of the group continued to be that of designing, importing, wholesale and retail of branded footwear and clothing.

Results and dividends

The profit for the year, after taxation, amounted to £689,149 (2025 - £463,295).

No ordinary dividends were paid in the year (2025: £nil). The directors do not recommend payment of a further dividend.

Directors

The directors who served during the year were:

C W Scott

E C Scott

C O Scott

K M Ryan

D C Ryan

M A F Scott

A Scott

Auditor

The auditor, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Greenhouse gas emissions, energy consumption and energy efficiency action

The group has considered its obligations under the Streamlined Energy and Carbon Reporting (SECR) framework. In preparing this disclosure, the company has applied the provisions relating to group reporting under the Companies Act 2006 (as amended). None of the company's subsidiaries, if considered individually, meet the qualifying criteria for SECR reporting.

Accordingly, the group has elected to exclude the energy and carbon information relating to those subsidiaries from this report. On this basis, no SECR disclosures are required in respect of the group for the year ended 31 January 2026.

Page 4

DAMECK HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2026

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, 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 Group will continue in business.

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

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

This report was approved by the board on 14 September 2026 and signed on its behalf.

K M Ryan

Director

Page 5

DAMECK HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DAMECK HOLDINGS LIMITED

Opinion

We have audited the financial statements of Dameck Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 January 2026, which comprise the Consolidated profit and loss account, the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of changes in equity, the Company statement of changes in equity, the Consolidated statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 January 2026 and of the Group's profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Page 6

DAMECK HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DAMECK HOLDINGS LIMITED (CONTINUED)

Other information

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

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.

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

∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the Parent Company financial statements are not in agreement with the accounting records and returns; or

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

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

Page 7

DAMECK HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DAMECK HOLDINGS LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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

• Enquiry of management, those charged with governance around actual and potential litigation and claims;
• Performing audit work over the risk of management override of controls, including testing of journal entries and
other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the
normal course of business and reviewing accounting estimates for bias;
• Reviewing minutes of meetings of those charged with governance;
• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with
applicable laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.

Page 8

DAMECK HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DAMECK HOLDINGS LIMITED (CONTINUED)

Use of our report

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

Iain Binnie (Senior statutory auditor)

for and on behalf of MHA, Statutory Auditor

Edinburgh

United Kingdom

Date:14 September 2026

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales
(registered number OC455542)

Page 9

DAMECK HOLDINGS LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 JANUARY 2026

	2026	2025
Note	£	£


Turnover	4	35,131,515	37,469,975
Cost of sales		(22,097,342)	(22,954,174)
Gross profit		13,034,173	14,515,801
Distribution costs		(410,544)	(549,389)
Administrative expenses		(11,878,132)	(13,488,117)
Other operating income		335,705	250,744
Operating profit	5	1,081,202	729,039
Share of results of associates and joint ventures		117,849	376,142
Interest receivable and similar income	9	23,910	7,500
Interest payable and similar expenses	10	(400,932)	(613,277)
Profit before tax		822,029	499,404
Tax on profit		(132,880)	(36,109)
Profit for the financial year		689,149	463,295

Profit for the year attributable to:
Owners of the Parent Company	689,149	463,295
	689,149	463,295

The notes on pages 19 to 48 form part of these financial statements.

Page 10

DAMECK HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 JANUARY 2026

				2026	2025
			Note	£	£

Profit for the financial year	689,149	463,295
Other comprehensive income
Currency translation profit (loss) arising in the year	745	(2,645)
Cash flow hedges reclassified to profit or loss	-	88,716
Other comprehensive income for the year	745	86,071
Total comprehensive income for the year	689,894	549,366

Total comprehensive income for the year attributable to:
Owners of the Parent Company	689,894	549,366
	689,894	549,366

The notes on pages 19 to 48 form part of these financial statements.

Page 11

DAMECK HOLDINGS LIMITED

REGISTERED NUMBER: SC298814

CONSOLIDATED BALANCE SHEET

AS AT 31 JANUARY 2026

		2026		2025
Note		£		£

Fixed assets
Intangible assets	12		1,713,635		2,025,539
Tangible assets	13		425,948		442,747
Investments	14		505,989		574,750
			2,645,572		3,043,036
Current assets
Stocks	16	6,576,934		6,710,650
Debtors: amounts falling due within one year	17	7,212,855		10,612,008
Cash at bank and in hand		9,420,311		8,353,801
		23,210,100		25,676,459
Creditors: amounts falling due within one year	18	(14,932,865)		(19,300,182)
Net current assets			8,277,235		6,376,277
Net assets			10,922,807		9,419,313

Capital and reserves
Called up share capital	23	10,904	10,000
Share premium account		812,696	-
Currency translation reserve		1,793	1,048
Profit and loss account		11,107,792	10,418,643
Equity attributable to owners of the Parent Company		11,933,185	10,429,691
Non-controlling interests		(1,010,378)	(1,010,378)
		10,922,807	9,419,313

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 14 September 2026.

K M Ryan

Director

The notes on pages 19 to 48 form part of these financial statements.

Page 12

DAMECK HOLDINGS LIMITED

REGISTERED NUMBER: SC298814

COMPANY BALANCE SHEET

AS AT 31 JANUARY 2026

		2026		2025
Note		£		£

Fixed assets
Intangible assets	12		144,981		184,522
Tangible assets	13		20,394		30,295
Investments	14		6,893,540		6,893,540
			7,058,915		7,108,357
Current assets
Debtors: amounts falling due within one year	17	3,984,459		5,299,824
Cash at bank and in hand		484,921		183,272
		4,469,380		5,483,096
Creditors: amounts falling due within one year	18	(2,251,248)		(3,224,294)
Net current assets			2,218,132		2,258,802


Net assets			9,277,047		9,367,159

Capital and reserves
Called up share capital	23	10,904	10,000
Share premium account		812,696	-
Profit and loss reserves		8,453,447	9,357,159
		9,277,047	9,367,159

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's Loss for the year was £903,712 (2025 - £178,061).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 14 September 2026.

K M Ryan

Director

The notes on pages 19 to 48 form part of these financial statements.

Page 13


		DAMECK HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 JANUARY 2026

	Called up share capital	Share premium account	Currency translation reserve	Hedging reserve	Profit and loss account	Equity attributable to owners of Parent Company	Non-controlling interests	Total equity
	£	£	£	£	£	£	£	£
At 1 February 2024	10,000	-	3,693	(88,716)	9,955,348	9,880,325	(1,010,378)	8,869,947
Comprehensive income for the year
Profit for the year	-	-	-	-	463,295	463,295	-	463,295
Gains reclassified to profit or loss	-	-	-	88,716	-	88,716	-	88,716
Currency translation differences	-	-	(2,645)	-	-	(2,645)	-	(2,645)

At 1 February 2025	10,000	-	1,048	-	10,418,643	10,429,691	(1,010,378)	9,419,313
Comprehensive income for the year
Profit for the year	-	-	-	-	689,149	689,149	-	689,149
Currency translation differences	-	-	745	-	-	745	-	745
Total comprehensive income for the year	-	-	745	-	689,149	689,894	-	689,894
Contributions by and distributions to owners
Shares issued during the year	904	812,696	-	-	-	813,600	-	813,600
Total transactions with owners	904	812,696	-	-	-	813,600	-	813,600
At 31 January 2026	10,904	812,696	1,793	-	11,107,792	11,933,185	(1,010,378)	10,922,807

Page 14


		DAMECK HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 JANUARY 2026

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 February 2024	10,000	-	9,535,220	9,545,220
Comprehensive income for the year
Loss for the year	-	-	(178,061)	(178,061)
Total comprehensive income for the year	-	-	(178,061)	(178,061)

At 1 February 2025	10,000	-	9,357,159	9,367,159
Comprehensive income for the year
Loss for the year	-	-	(903,712)	(903,712)
Total comprehensive income for the year	-	-	(903,712)	(903,712)
Contributions by and distributions to owners
Shares issued during the year	904	812,696	-	813,600
Total transactions with owners	904	812,696	-	813,600
At 31 January 2026	10,904	812,696	8,453,447	9,277,047

The notes on pages 19 to 48 form part of these financial statements.

Page 15

DAMECK HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 JANUARY 2026

			2026	2025
			£	£

Cash flows from operating activities
Profit for the financial year	689,149	463,295
Adjustments for:
Amortisation of intangible assets	311,904	314,278
Depreciation of tangible assets	71,137	73,936
Impairments of fixed asset investments	68,761	-
Loss/(Gain) on disposal of tangible assets	6	(15,570)
Gain on revaluation of foreign subsidiary assets	745	-
Interest paid	400,932	613,277
Interest received	(23,910)	(7,500)
Taxation charge	132,880	36,109
Decrease in stocks	133,716	4,314,916
Decrease in debtors	3,302,450	4,618,429
Decrease in creditors	(1,320,611)	(6,693,100)
Share of operating results in associates and joint ventures	(186,610)	(376,142)
Corporation tax (paid)/received	(124,955)	124,535
Net cash generated from operating activities	3,455,594	3,466,463

Cash flows from investing activities
Purchase of tangible fixed assets	(76,593)	(57,696)
Sale of tangible fixed assets	22,249	62,925
Sale of fixed asset investments	-	(4,987)
Sale of share in associates	-	415,485
Interest received	23,910	7,500
Share of operating results in associates and joint ventures	186,610	-
Net cash from investing activities	156,176	423,227
Cash flows from financing activities
Issue of ordinary shares	813,600	-
Repayment of borrowings	-	(1,110,052)
Repayment of bank loans	(247,244)	(3,153,014)
Loans due from/(repaid to) directors	(1,089,726)	-
Repayment of finance leases	(8,463)	(6,521)
Interest paid	(400,932)	(613,277)
Net cash used in financing activities	(932,765)	(4,882,864)
Net increase/(decrease) in cash and cash equivalents	2,679,005	(993,174)

Page 16

DAMECK HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2026

		2026	2025
		£	£


Cash and cash equivalents at beginning of year	813,349	1,806,523
Cash and cash equivalents at the end of year	3,492,354	813,349

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	9,420,311	8,353,801
Bank overdrafts	(5,927,957)	(7,540,452)
	3,492,354	813,349

The notes on pages 19 to 48 form part of these financial statements.

Page 17

DAMECK HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 JANUARY 2026


At 1 February 2025	Cash flows	At 31 January 2026
£	£	£

Cash at bank and in hand	8,353,801	1,066,510	9,420,311
Bank overdrafts	(7,540,452)	1,612,495	(5,927,957)
Bank loans and other borrowings	(1,252,199)	247,244	(1,004,955)
Finance leases	(27,689)	8,463	(19,226)
	(466,539)	2,934,712	2,468,173

The notes on pages 19 to 48 form part of these financial statements.

Page 18

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

1.	General information

Company information

Dameck Holdings Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is Yard Road, Blairgowrie, Perthshire, PH10 6NW.

The group consists of Dameck Holdings Limited and all of its subsidiaries.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements.

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these
financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in
the UK and Republic of Ireland":

• The requirements of Section 7 Statement of Cash Flows;

• The requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

• The requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47,
11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

• The requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27,
12.29(a), 12.29(b) and 12.29A;

• The requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Dameck Holdings Limited as
at 31 January 2026 and these financial statements may be obtained from its registered office.

Page 19

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.3

Basis of consolidation

The consolidated financial statements present the results of the Company and its subsidiaries ("the Group") as if they form a single economic entity.

Intercompany transactions, balances and unrealised gains arising on transactions between group companies are eliminated in full on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of impairment of the asset transferred.

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 profit and loss account from the date on which control is obtained and are deconsolidated from the date control ceases.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring accounting policies into line with those adopted by the Group.

An entity is treated as a joint venture where the Group is party to a contractual arrangement under which control is shared. An entity is treated as an associate where the Group exercises significant influence over operating and financial policies but does not have control. Interests in associates and joint ventures are accounted for using the equity method.

Where the Group's share of losses in an associate or joint venture equals or exceeds its investment, further losses are recognised only to the extent that the Group has incurred legal or constructive obligations or has made payments on behalf of the entity.

Unrealised gains arising on transactions with associates and joint ventures are eliminated to the extent of the Group's interest in the relevant entity.

The subsidiary companies ASI Brands Limited and Addict Holdings Limited are exempt from the requirements of the Companies Act 2006 relating to the audit of financial statements under section 479A.

2.4

Business combinations

The cost of a business combination comprises the fair value of assets given, liabilities incurred or assumed and equity instruments issued at the acquisition date, together with directly attributable acquisition costs. Any excess of the cost of acquisition over the fair value of the identifiable net assets acquired is recognised as goodwill.

Contingent consideration that is probable and can be measured reliably is included within the cost of the business combination. Provisional fair values recognised on acquisition are reviewed and adjusted retrospectively where necessary within twelve months of the acquisition date.

Deferred tax is recognised on timing differences arising between the fair values of identifiable assets and liabilities acquired in a business combination and their corresponding tax bases in accordance with the Group's deferred taxation policy.

Page 20

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.5

Going concern

The group, in line with businesses in many industries, has been impacted by recent economic
conditions. However, as demonstrated by its trading performance, management has taken steps to
improve profitability and continues to focus on increasing returns and strengthening financial
performance through to January 2028.

The group finances its short to medium term funding requirements through a combination of third
party bank funding (net nil overdraft facility with sister companies), invoice discounting and import
loan facilities. The group has taken a number of measures following detailed focus on the
profitability within each segment in the business and continues to review and react to the changing
environment to ensure it continues to grow the strength of the business with each change.

The group has completed a base case forecast based on its continued bank facilities. As noted
above, the group has fully repaid the RLS and taken a huge step in minimising net debt. A reverse
stress test is not considered appropriate given headroom in place. There is of course a credit risk
associated with the group’s debtor book but the directors have some credit insurance in place, have
diversified the risk where possible and continue to monitor closely.

2.6

Turnover

Turnover is measured at the fair value of the consideration received or receivable for goods and
services provided in the normal course of business, and is shown net of VAT and other sales related
taxes. The fair value of the consideration receivable takes into account returns, trade discounts,
settlement discounts and volume rebates.

When the company acts as an agent in a principal and agent relationship with another party, the
company only includes in turnover the amount of its commission. The amounts collected on behalf of
the principal are not recognised in revenue and costs.

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of turnover can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

The specific criteria of the group's sales channels are described below

Page 21

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

Sale of goods - internet based transactions

Turnover from the sale of goods via the internet is recognised when the risks and rewards of the goods is passed to the customer. For goods that are delivered to the customer this is the point of acceptance of the goods by the customer, and for 'click and collect' transactions this is the point of collection by the customer.

Provision is made for credit notes where required based on the actual return levels since the financial year end and on estimated return levels calculated based upon historical experience.

Sale of goods - wholesale

Turnover from wholesale sales is recognised when the risks and rewards of the goods is passed to the customer, which is usually at the point of dispatch of the goods.

Sale of goods - retail

Turnover from the sale of retail goods is recognised on sale to the customer, which is considered the point of delivery.

2.7

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated profit and loss account over its useful economic life of ten years.

Intangible assets other than goodwill

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

Page 22

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.7

Intangible assets (continued)

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

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

				Software	-	3	years
				License fees	-	5-7	years

2.8

Tangible fixed assets

Tangible fixed assets 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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Freehold property	-	50 years
Leasehold improvements	-	4-5 years
Plant and equipment	-	4 years
Motor vehicles	-	5 years
Fixtures and fittings	-	5 years
Computer equipment	-	3 years

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.

Page 23

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.9

Fixed asset investments

In the parent company financial statements, Investments in subsidiaries are measured at cost less accumulated impairment.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

2.10

Impairment of fixed assets

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

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

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

Page 24

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

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

2.11

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average standard costing basis. Work in progress and finished goods include labour and attributable overheads.

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

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.12

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.13

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.14

Finance costs

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

2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 25

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.16

Creditors

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

2.17

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

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

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

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

Page 26

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.17

Financial instruments (continued)

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Page 27

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.17

Financial instruments (continued)

Derecognition of financial liabilities

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

2.18

Equity Instruments

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

2.19

Hedge Accounting

The Group uses certain hedging instruments, including derivatives, embedded derivatives, and
non-derivatives to manage its exposure to fair value risk and cash flow risk on its foreign currency
transactions. These derivatives are measured at fair value at each balance sheet date.

To the extent the cash flow hedge is effective, movements in fair value are recognised in other
comprehensive income and presented in a separate cash flow hedge reserve. Any ineffective
portions of those movements are recognised in profit or loss for the year.

Gains and losses on the hedging instruments and the hedged items are recognised in profit or loss
for the year. When a hedged item is an unrecognised firm commitment, the cumulative hedging gain
or loss on the hedged item is recognised as an asset or liability with a corresponding gain or loss
recognised in profit or loss.

Interest rate derivatives are used to manage exposure to interest rate risk. Where a fair value hedge
relationship is designated, gains and losses on the hedging instrument and the hedged item that are
attributable to the hedged risk are recognised in profit or loss.

2.20

Current and deferred taxation

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙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; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Page 28

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.20

Current and deferred taxation (continued)

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.21

Employee benefits

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

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

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

2.22

Retirement benefit

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

2.23

Operating leases: the Group as lessee

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

2.24

Finance leases

Assets held under finance leases and hire purchase contracts are recognised as tangible fixed assets and are depreciated over the shorter of the lease term and their useful economic lives.

Finance leases are recognised initially at the lower of the fair value of the leased asset and the present value of the minimum lease payments.

The corresponding liability to the lessor is included in creditors.

Lease payments are apportioned between finance charges and the reduction of the outstanding liability so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Page 29

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.25

Sponsorship costs

In previous years the group sponsored a number of sports teams from which it generated wholesale turnover. Although these arrangements have now ended the accounts include costs relating to these contracts

The sponsorship costs for these relationships were recognised in accordance with the teams season to which they relate. Costs were split into two parts, apparel and advertising rights, with the former being determined by the calculation of a fair gross margin for each club based on estimated sales and the balance being allocated to advertising rights. The relevant costs were allocated on the following basis:

Apparel rights - these costs are spread over the period in which apparel sales occurred;

Advertising rights - these costs are allocated to the period in which their benefit is deemed to be received.

2.26

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

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

Page 30

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.27

Related party transactions

Related party transactions are disclosed where the Group has entered into transactions with related parties and where such transactions are material to an understanding of the Group's financial position or performance.

Transactions between Group entities that are eliminated on consolidation are not disclosed in the consolidated financial statements.

The Group discloses transactions with related parties that are not wholly owned within the Group and other related party transactions where disclosure is required by FRS 102. Similar transactions are aggregated unless separate disclosure is necessary to understand the effect of the transactions on the Group's financial statements.

Balances outstanding at the reporting date in respect of related party transactions are disclosed where required by the applicable accounting standards.

Page 31

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

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

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

In preparing these financial statements, the directors have made the following judgements:

• Determine whether leases entered into by the group, either as lessor or lessee, are operating leases or finance leases. These decisions consider the duration of the lease and whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.
• Consider whether there are any indications of impairment to tangible and intangible assets. Factors taken into consideration include the economic viability and expected future financial performance of the asset where it is a component of a larger cash generating unit.
• Determine the apportionment of sponsorship costs into apparel costs and advertising costs. These decisions depend on such factors as the calculation of a fair gross margin for each club and other such factors as detailed in the terms and conditions of each individual agreed contract.
• Intangible assets relating to licence fees are recognised when a payment is made to secure the licence fee for a number of years. The intangible asset is then amortised over the useful life of the agreed licence which is typically five to seven years.

Critical judgements and key sources of estimation uncertainty

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

Recoverability of trade debtors

Recoverability of trade debtors are evaluated and provisions for doubtful debts are made where appropriate. Provisions are based on experience, the age of debt, customer relations and payment history. The actual level of debt collected may differ from the estimated level of recovery and can therefore impact future operating results.

Stock valuation and provision

Stocks are valued at the lower of cost and net realisable value (NRV). Cost is calculated by establishing the cumulative value of the weighted average purchase price, the cost of duty, commission and shipping. These costs are reassessed regularly. NRV is calculated as the resale price less any expected further sales costs and discounts.

The stock provision is calculated using estimates and judgements by management. The provision is calculated to provide for prior season stock, slow moving stock, stock selling at a loss and out of licence products

Page 32

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

Turnover

Analysis of turnover by country of destination:

					2026	2025
					£	£

United Kingdom	20,441,615	24,478,363
Rest of Europe	14,562,899	12,991,612
Rest of the world	127,001	-
	35,131,515	37,469,975

Exchange differences	52,888	94,534
Operating lease charges	490,579	978,087
Depreciation of owned tangible fixed assets	71,137	73,936
Loss/(Profit) on disposal of tangible fixed assets	6	(15,528)
Amortisation of intangible assets	311,904	314,278

Audit of the financial statements of the group and company	3,175	4,500
Audit of the financial statements of the company's subsidiaries	37,000	33,700

	40,175	38,200

					2026	2025
					£	£

For other services
All other non-audit services	6,825	6,500
	6,825	6,500

Page 33

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2026	2025	2026	2025
£	£	£	£


Wages and salaries	3,007,737	3,692,107	277,920	268,568
Social security costs	291,434	320,160	37,190	27,836
Cost of defined contribution scheme	85,784	67,509	-	-
	3,384,955	4,079,776	315,110	296,404

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2026	2025	2026	2025
	No.	No.	No.	No.

Directors	8	8	8	8
Administration	65	74	-	-
Sales	13	5	-	-

	86	87	8	8

8.	The directors have considered the key management personnel of the business and have concluded that the key management personnel are limited to the board of directors. The total key management personnel remuneration for the year amounted to £nil (2025: £Nil). Directors' remuneration
		2026	2025
		£	£

Directors' emoluments	343,242	268,568
	343,242	268,568

	The highest paid director received remuneration of £111,250 (2025 - £105,000).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2025 - £NIL).

Page 34

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

9.	Interest receivable
		2026	2025
		£	£

	Bank interest receivable	23,910	7,500
		23,910	7,500

10.	Interest payable and similar expenses
		2026	2025
		£	£

Bank interest payable	235,515	472,421
Other loan interest payable	164,180	139,338
Finance leases and hire purchase contracts	1,237	1,518
	400,932	613,277

Corporation tax
Current tax on profits for the year	559,340	286,109
Relief for losses brought forward utilised	(559,340)	-
Adjustments in respect of previous periods	27,094	-
	27,094	286,109

Total current tax	27,094	286,109

Deferred tax
Origination and reversal of timing differences	(12,454)	(250,000)
Adjustment to prior year	(2,048)	-
Previously unrecognised tax loss, tax credit or timing difference	120,288	-
Total deferred tax	105,786	(250,000)


	Tax on profit	132,880	36,109

Page 35

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

11.Taxation (continued)

Profit on ordinary activities before tax

822,029

499,404

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)	205,507	124,851
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	14,465	198,525
Capital allowances for year in excess of depreciation	(9,003)	-
Utilisation of tax losses	(210,815)	-
Adjustments to tax charge in respect of prior periods	27,094	-
Adjustments to deferred tax in respect of prior periods	2,048	-
Other timing differences leading to an increase (decrease) in taxation	(13,736)	-
Non-taxable income	-	(66,613)
Depreciation on assets not qualifying for tax allowances	13,723	26,853
Change in unrecognised deferred tax assets	103,738	(247,507)
Marginal relief	(141)	-
Total tax charge for the year	132,880	36,109

Page 36

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

12.	Intangible assets
	Group

	Licence Fees	Software	Goodwill	Total
	£	£	£	£
Cost
At 1 February 2025	45,421	68,804	3,126,017	3,240,242
At 31 January 2026	45,421	68,804	3,126,017	3,240,242
Amortisation
At 1 February 2025	34,729	68,804	1,111,170	1,214,703
Charge for the year on owned assets	1,548	-	310,356	311,904
At 31 January 2026	36,277	68,804	1,421,526	1,526,607
Net book value
At 31 January 2026	9,144	-	1,704,491	1,713,635
At 31 January 2025	10,692	-	2,014,847	2,025,539

Page 37

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

12.Intangible assets (continued)

	Company

		Goodwill
		£

	At 1 February 2025	395,406
	At 31 January 2026	395,406

	At 1 February 2025	210,884
	Charge for the year	39,541
	At 31 January 2026	250,425
	Net book value
	At 31 January 2026	144,981
	At 31 January 2025	184,522

Page 38


		DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026

	13.	Tangible fixed assets
		Group

	Freehold property	Leasehold improvements	Plant and equipment	Motor vehicles	Fixtures and fittings	Computer equipment	Total
	£	£	£	£	£	£	£
Cost or valuation
At 1 February 2025	742,276	302,241	80,422	146,346	106,112	43,475	1,420,872
Additions	-	-	55,000	21,593	-	-	76,593
Disposals	-	-	-	(59,903)	-	-	(59,903)
At 31 January 2026	742,276	302,241	135,422	108,036	106,112	43,475	1,437,562
Depreciation
At 1 February 2025	473,453	271,554	66,978	17,228	105,437	43,475	978,125
Charge for the year on owned assets	9,456	9,660	31,049	20,972	-	-	71,137
Disposals	-	-	-	(37,648)	-	-	(37,648)
At 31 January 2026	482,909	281,214	98,027	552	105,437	43,475	1,011,614
Net book value
At 31 January 2026	259,367	21,027	37,395	107,484	675	-	425,948
At 31 January 2025	268,823	30,687	13,444	129,118	675	-	442,747

Page 39

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

13.Tangible fixed assets (continued)

	Company

		Motor vehicles
		£
	Cost or valuation
	At 1 February 2025	59,903
	Additions	21,593
	Disposals	(59,903)
	At 31 January 2026	21,593
	Depreciation
	At 1 February 2025	29,608
	Charge for the year on owned assets	9,239
	Disposals	(37,648)
	At 31 January 2026	1,199
	Net book value
	At 31 January 2026	20,394
	At 31 January 2025	30,295

Page 40

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

14.	Fixed asset investments
	Group

	Investments in subsidiary companies	Investments in associates	Total
	£	£	£
Cost or valuation
At 1 February 2025	26,273	569,763	596,036
At 31 January 2026	26,273	569,763	596,036
Impairment
At 1 February 2025	21,286	-	21,286
Charge for the period	-	68,761	68,761
At 31 January 2026	21,286	68,761	90,047
Net book value
At 31 January 2026	4,987	501,002	505,989
At 31 January 2025	4,987	569,763	574,750

Page 41

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 February 2025	6,893,540
	At 31 January 2026	6,893,540

	Net book value
	At 31 January 2026	6,893,540
	At 31 January 2025	6,893,540

Page 42

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026


15.	Subsidiary undertakings
	Direct subsidiary undertakings
	The following were direct subsidiary undertakings of the Company:
	Name	Registered office	Class of shares	Holding

GL Dameck Limited	1	Ordinary	100%
ASI Brands Limited	1	Ordinary	100%
Ardblair Sports Importers Limited	1	Ordinary	100%

Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Swallowtail Lifestyle Limited	1	Ordinary	100%
Amplified Clothing Limited	1	Ordinary	100%
Diamond Sports Retail Limited	1	Ordinary	100%
GLD Europe GmbH	2	Ordinary	100%
Addict Holdings Limited	3	Ordinary	75%

Registered office addresses (all UK unless otherwise indicated):
1 Yard Road, Blairgowrie, PH10 6NW
2 Brandstwiete, 320457, Hamburg, Germany
3 104-105 Saffron Hill, London, EC1N 8HB

The parent company, Dameck Holdings Limited, has provided guarantees under S479A Companies Act 2006 in respect of ASI Brands Limited, company registration SC167312 and Addict Holdings Limited, company registration 06818474.

These subsidiaries are therefore exempt from the requirements of the Companies Act relating to the audit of their financial statements.

Associate
The following was an associate of the Company:
Name	Registered office	Class of shares	Holding

Diamond Icon Limited

29 - 31 Dale Street, Manchester, M1 1EY

Ordinary

25%

Page 43

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

16.	Stocks
		Group	Group
		2026	2025
		£	£

	Finished goods and goods for resale	6,576,934	6,710,650

Stock is held after provisions for impairment of £1,173,399 (2025 - £1,424,642). The movement on the stock provision is recognised through cost of sales.

No stock is held in the parent company.

17.

Debtors

Group	Group	Company	Company
2026	2025	2026	2025
£	£	£	£


Trade debtors	3,956,139	4,652,530	33,718	76,618
Amounts owed by group undertakings	-	-	2,790,529	3,120,449
Other debtors	2,919,190	5,105,118	1,156,270	2,099,135
Prepayments and accrued income	153,901	574,032	3,942	3,622
Deferred taxation (Note 22)	183,625	280,328	-	-
	7,212,855	10,612,008	3,984,459	5,299,824

18.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2026	2025	2026	2025
		£	£	£	£

Bank loans	862,857	1,252,199	-	-
Bank overdrafts	5,927,957	7,540,452	-	-
Other borrowings	142,098	-	-	-
Trade creditors	1,783,650	3,377,691	4,268	-
Corporation tax	1,331	90,109	1,331	1,331
Other taxation and social security	457,468	399,642	24,127	1,054
Obligations under finance lease and hire purchase contracts	19,226	27,689	19,226	27,689
Other creditors	1,846,911	3,101,368	1,524,168	2,646,894
Accruals and deferred income	3,891,367	3,511,032	678,128	547,326
	14,932,865	19,300,182	2,251,248	3,224,294

Page 44

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

19.	Loans and overdraft
	Analysis of the maturity of loans is given below:
		Group	Group
		2026	2025
		£	£

Amounts falling due within one year
Bank loans	862,857	1,252,199
Bank overdraft 1	5,927,957	7,540,452
Other loans	142,098	-
	6,932,912	8,792,651

Bank loans
Included within bank loans in a RLS loan with a balance of £nil (2025: £983,330). This loan is repayable in monthly instalments of £116,667 over 5 years following a 12 month capital payment holiday and interest is being charged at 4.25% over the Bank of England base rate. The company accelerated their loan repayments in the year with a large repayment of £1.4m in July 2024 and the loan was fully repaid in September 2025.

The group has a Trade Import line facility with HSBC Bank PLC for a total value of £2,000,000 (2025: £3,000,000) to assist the company with its overseas purchases. Interest is charged at 2.95% above the Bank of England base rate. The facility balance at 31 January 2026 was £862,857 (2025: £268,869) and is included in bank loans above.

Bank overdrafts
Bank overdrafts represent the overdraft facility in place with HSBC. The company is part of a group which have a net nil overdraft facility in place with HSBC. The company was utilising £5,927,957 (2025: £7,540,452) of the facility at the year end.

Other loans
Other loans represent the invoice finance facility in place with HSBC. The group has a facility of £1,500,000 (2025: £1,500,000) of which £142,098 (2025: £Nil) was drawn down at the year end. The facility carries an interest charge of 2.45% above the Bank of England base rate and the facility is secured over trade debtors.

20.	Banking security

The company is party to a multilateral agreement with its bankers for guarantees provided in respect of the bank borrowings of Ardblair Sports Importers Limited, Dameck Holdings Limited, GL Dameck Limited, ASI Brands Limited, Diamond Sport Retail Limited, Swallowtail Lifestyle Limited and Amplified Clothing Limited.

HSBC UK Bank PLC holds a floating charge over the all assets of the company in respect of loans and a security over trade debtors in respect of the invoice finance facility.

HSBC UK Bank PLC holds a fixed charge over cash deposits in respect of all amounts owed.

Page 45

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

21.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group	Company	Company
		2026	2025	2026	2025
		£	£	£	£

	Within one year	19,226	27,689	19,226	27,689
		19,226	27,689	19,226	27,689

22.

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use pf the assets. The average lease term is four years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Deferred taxation

Group

	2026	2025
	£	£

At beginning of year	280,328	328,698
Charged to profit or loss	(96,703)	(48,370)
At end of year	183,625	280,328

Company

	2026	2025

At end of year	-	-

The deferred tax asset is made up as follows:
	Group	Group
	2026	2025
	£	£

Accelerated capital allowances	15,374	2,920
Tax losses carried forward	159,168	277,408
Prior Year Adjustment	9,083	-
	183,625	280,328

Page 46

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

22.Deferred taxation (continued)

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period.

The group has unrecognised tax losses of £3,869,395 (2025: £3,052,288) available for carry-forward against future taxable profits. A deferred tax asset has not been recognised in respect of these losses as it is not considered probable that future taxable profits will be available against which the temporary differences can be utilised.

23.	Share capital
		2026	2025
		£	£

Authorised, allotted, called up and fully paid

10,904 (2025 - 10,000) Ordinary shares shares of £1.00 each	10,904	10,000

During the year the Company issued an additional 904 Ordinary shares. The shares were issued at a premium of £899 per share.

24.	Retirement benefit schemes

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. The charge recognised in profit or loss in respect of defined contribution pension schemes during the year was £84,871 (2025: £67,509). The unpaid contributions outstanding at period end amounted to £10,644 (2025 £24,610).

25.	Commitments under operating leases
	At 31 January 2026 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2026	2025	2026	2025
		£	£	£	£

Not later than 1 year	248,870	316,856	6,208	6,208
Later than 1 year and not later than 5 years	180,195	298,648	9,571	15,779
	429,065	615,504	15,779	21,987

26.Financial commitments, guarantees and contingent liabilities

At the reporting end date there were letters of credit outstanding to the value of £62,458 (£289,714).

Page 47

DAMECK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

27.	Related party transactions
		2026	2025
		£	£

Sales Transactions with related parties Group
Entities with control, joint control or significant influence over the group	-	144,895
Amounts due to related parties Group
Key management personnel	1,324,748	2,414,474
Other related parties	310,456	424,982
Company
Key management personnel	1,324,474	2,414,474
Other related parties	199,420	232,420
Amounts due from related parties Group
Other related parties	1,396,015	2,098,644
Company
Other related parties	1,156,270	1,295,315

Other information
During the year, the Company recognised an impairment loss of £832,238 in respect of a loan due from a related party. The impairment was recognised following a review of the recoverability of the balance at the reporting date. The carrying value of the loan has been reduced accordingly.

The directors are of the opinion that all other related party transactions are conducted under normal market conditions and on an arm's length basis.

28.	Post balance sheet event

During the last two financial years, Ardblair Sports Importers Limited supported the wider Group by fulfilling the final years of the Superga and Sebago licences, which had previously been held by GL Dameck Limited. These licences end in December 2026. As a result, the sales and profitability that were previously generated by these 2 brands will no longer continue within the Group.

Page 48