GB Brands Europe Limited Group accounts (Group and Company)

COMPANY REGISTRATION NUMBER: 16065417

GB Brands Europe Limited

Financial Statements

31 December 2025

GB Brands Europe Limited

Financial Statements

Period from 7 November 2024 to 31 December 2025

Contents	Page

Officers and professional advisers	1

Strategic report	2

Directors' report	7

Independent auditor's report to the members	10

Consolidated statement of comprehensive income	14

Consolidated statement of financial position	15

Company statement of financial position	16

Consolidated statement of changes in equity	17

Company statement of changes in equity	18

Consolidated statement of cash flows	19

Notes to the financial statements	20

GB Brands Europe Limited

Officers and Professional Advisers

The board of directors	A Weinstein
	E Esses
	J. E Setton
	R Batra
	R Batra
	P Rudran

Company secretary	P. Rudran

Registered office	Unit 1, Colonial Business Park
	Colonial Way
	Watford
	Hertfordshire
	WD24 4PR

Auditor	SRV Delson
	Chartered Certified Accountants & Statutory Auditors
	Maruti House
	1st Floor
	369 Station Road
	Harrow
	HA1 2AW

Solicitors	Gunnercooke
	1 Cornhill
	London
	EC3V 3ND

GB Brands Europe Limited

Strategic Report

Period from 7 November 2024 to 31 December 2025

The directors hereby present their group strategic report and the audited financial statements of GB Brands Europe Ltd group for the period ended 31 December 2025.

Principal activities

GB Brands Europe Ltd group ("Group") is engaged in the development and distribution of apparel, footwear and accessories via GB Brands Europe Ltd and GB Brands Europe BV. The business operates through both wholesale and direct - to - consumer or e-commerce channels across Europe and the UK. The Group's product offering spans a wide range of categories including activewear, sportswear, sleepwear, and loungewear clothing and footwear for men, women, and children. The Group's core strategy is to grow a strong and distinctive sportswear and lifestyle brand through customer engagement, product innovation and targeted market expansion.

Business review and financial performance

The year ended 31 December 2025 was the first year of operation during which the Group acquired the Reebok® license on the 14 February 2025 and began its business. The Group shall continue to build on the success of the Reebok® brand, which has remained a strong performer in the global market. The brand has dedicated teams, ERP system, and accounting infrastructure. This structure ensures that the brand can be managed in a focused, agile, and brand-specific manner. As a start up business the Group has no prior year data for comparative performance. Revenue for the period totalled £69.9m, approximately 90% of which was generated through the European region. Overall Margin for the year of 29.8% reflects the customer base serviced by the Company. The business made an Operating Loss of £10.5m and a Loss after Tax of £10.1m as selling, marketing, distribution, operating and financing costs exceeded income generated. The Group is focused on growing Revenue and managing costs in the coming years to move into a stronger financial position. The net stock position of the Group (£42.3m) reflects the normal seasonal flow of the business together with the impact of the stock purchased as part of securing the Reebok® brand rights for Europe. A reduction in stock holding over coming seasons is anticipated. A healthy debtor book of £18.5m is reported and supported by credit insurance. Base debtor days of 63 is in line with blended customer credit terms in the industry. Given the Operating Loss of the year the Group reports a negative equity position of £10.1m with £12.9m of liabilities to shareholder businesses Group owing as of 31st December 2025.

Going concern and liquidity

The Group is projecting a significant improvement in profitability in the coming years and is supported by its shareholders as it expands. The Group has developed a 3-year plan that shows the business transitioning into profitability that has been reviewed and approved by the Board. The support of the shareholders and HSBC Bank remain in place with projections on liquidity showing reduced reliance as the business grows. The shareholders have provided loans and adequate HSBC banking facility in order to to support and finance the Group's working capital requirements.

Key performance indicators

The directors monitor a wide range of key performance indicators (KPIs) to assess both financial and operational performance. These indicators help ensure that the brand is aligned with the broader strategic goals of the Group. The main KPIs include: Turnover:Reflects the overall revenue generated by the brand. Gross Profit Margin:Indicates the profitability of core activities before the overheads. Profit/(Loss)Before Tax:Captures overall business performance before tax. Liquidity:Indicates available funds to support the business. Forward Sales Order Book:Tracks confirmed future orders and demand forecasts. Purchase Order Log:Helps manage supply chain commitments and stock planning. Expansion into New Markets:Drives geographic and demographic growth. Free to sell stock report:Highlights further revenue opportunities. Performance against these KPIs is reviewed regularly by management and is used to guide investment, resourcing, and operational priorities.

Principal risks and uncertainties

The Group, like others in the sportswear and retail sector, is exposed to a number of business risks and uncertainties. The directors take a proactive approach to identifying and mitigating these risks and ensure that robust systems and controls are in place across the organisation. Key risks include: Going Concern: The Group has the support of its ultimate shareholders to support the business as it matures. Forecasts and long terms projections are updated to ensure appropriate levels of liquidity are maintained. Competition: The Group operates in a vibrant and competitive sector of the market and works with product and marketing teams to keep the business competitive across the range maintaining and increasing brand demand, product margins and consumer confidence. Credit Risk: Mitigated through the use of credit insurance and strict credit control processes. Foreign Currency Risk: Managed the risk using forward contracts to reduce exposure to exchange rate volatility. Stock Risk: Controlled by encouraging forward sales orders and maintaining strict purchasing policies aligned with demand forecasts and mitigating excess stock exposure. Operational Risk: Reduced through investment in ERP systems, risk-based internal audits, and strong management oversight with focus on fraud, compliance and regulatory exposures. Supply chain and logistic risks are managed at a group level with strong third-party organisations providing these services to the business. IT and cybersecurity risk: the Group takes advantage of the support provided by its related businesses that provide IT services including cyber insurance coverage. Licensing and Brand Risk: Managed by maintaining close relationships with brand licensors and delivering consistent brand value. The Group maintains a business continuity framework and contingency plans to deal with unexpected disruptions, whether internal or external.

Research and development

Innovation remains central to the Group's growth strategy. The Group continues to invest in research and development across all product lines through its partners in Reebok®. Efforts focus on improving product functionality, fit, technology, and design aesthetics in line with customer expectations and market trends. In parallel, the Group is committed to advancing its sustainability objectives. These include reducing the environmental impact of materials and manufacturing, improving packaging solutions, and ensuring full compliance with ethical, environmental sourcing standards. By embedding social responsibility and sustainability into the product development process, the Group aims to create long-term value for consumers, licensors, and shareholders alike.

Business relationships

Long-term partnerships with the brand allows suppliers to create great products, build volume at equitable prices and give them confidence to invest in sustainable solutions and innovation. Our trusted partnerships with suppliers allows the group to deliver the most exciting innovation, highest quality products in the most sustainable way, to drive our vision and the success of the Group forward. Our customers are at the heart of our business. Maintaining and growing their enthusiasm and loyalty for the brands ensuring the continued success of the business. This year the Board focused on customers through various immersion sessions, focus groups and store visits. This feedback help us to better understand our customers preferences in areas such as product development, category transformation, packaging and sustainability, bringing customers into the decision-making and allowing them to see results first hand. Most of our customers have told us that receiving good value from the products they choose and getting deliveries on time was important to them.

S172 statement

The directors of the Group recognise their duty to act in a manner they consider, in good faith, would most likely promote the success of the Group for the benefit of its members. In carrying out this duty, the directors consider a range of stakeholders and broader environmental, social, and governance factors that contribute to the long-term success and sustainability of the business. Throughout the period ended 31 December 2025, the directors have acted with integrity, exercising independent judgment and sound decision-making: a) The Likely Consequences of Any Decision in the Long Term Long-term strategic thinking continues to shape the direction and operations of the Group. In 2025, this was demonstrated by the acquisition of new brand licences Reebok® in February 2025, marking a significant milestone in the Group's strategy. The directors are also continuing to support long-term infrastructure. This structure enables tailored brand strategies, clearer accountability, and long-term brand integrity. Investments in digital platforms, ERP systems, Accounting system, WMS systems, E-Commerce, Business intelligence, Market place, Product compliance and Operational infrastructure were also made to ensure the business is equipped for future growth and complexity. b) The Need to Foster the Group's Business Relationships with Suppliers, Customers and Others The success of the Group is built on strong, trust-based relationships with external stakeholders. The directors have overseen the continuation of collaborative partnerships with global brand licensors, manufacturers, distribution partners, wholesale and retail customers. Regular engagement with our suppliers, including factory audits and supplier meetings, ensures standards are upheld and aligned with our business values. Customer feedback, market trends, and data insights are consistently used to inform product development, category expansion, and marketing strategy. Building and maintaining these relationships is not only key to delivering value in the present, but also to securing opportunities and trust for the future. c) The Impact of the Group's Operations on the Community and the Environment The Group recognises its responsibility to minimise its environmental impact and contribute positively to the communities in which it operates. In 2025, the Group continued to invest in sustainable product innovation, sourcing materials with reduced environmental impact and working with suppliers that meet ethical labour and social standards. Sustainability objectives, including reducing waste, improving packaging, and increasing supply chain transparency, are integrated into the operational strategy. The business also supports charitable causes and community initiatives, particularly those aligned with youth engagement, education, sports and social mobility. d) The Desirability of Maintaining a Reputation for High Standards of Business Conduct The directors are committed to maintaining a corporate culture that reflects high ethical standards and professional conduct. Policies on anti-bribery, modern slavery, data protection, and fair trading are regularly reviewed and communicated to all employees and suppliers. The Group has systems in place to ensure compliance with all applicable laws, regulations, and contractual obligations. Internal controls and independent audits support transparency and accountability in all business operations, safeguarding the reputation of the Group and its brands. e) The Need to Act Fairly Between Members of the Group The directors are mindful of their duty to treat all shareholders fairly and to consider their interests in strategic and operational decisions. While the Group remains privately held, transparency, open communication, and timely financial reporting are core principles that govern shareholder relations. Decisions regarding reinvestment, dividends, and financial risk are made in the context of long-term value creation for all members. f) Stakeholder Engagement and Decision-Making Process As part of good governance, the board actively engages with key stakeholders and ensures that their views and interests are considered in strategic planning. Where appropriate, external advisors are consulted to support complex decision-making. Risk assessments are conducted regularly, and sustainability, financial resilience, and brand integrity are central to every material decision made.

This report was approved by the board of directors on 23 September 2026 and signed on behalf of the board by:

P Rudran

Director

Registered office:

Unit 1, Colonial Business Park

Colonial Way

Watford

Hertfordshire

WD24 4PR

GB Brands Europe Limited

Directors' Report

Period from 7 November 2024 to 31 December 2025

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

Directors

The directors who served the company during the Period were as follows:

A Weinstein	(Appointed 6 February 2025)
E Esses	(Appointed 6 February 2025)
J. E Setton	(Appointed 6 February 2025)
R Batra	(Appointed 7 November 2024)
R Batra	(Appointed 14 February 2025)
P Rudran	(Appointed 7 November 2024)

Dividends

The directors do not recommend the payment of a dividend.

Future developments

The Group has successfully established itself in the first year of operations and looks forward to expanding its business with both current and new partners across the UK and Europe. As part of the drive to improve efficiencies the Group is focused on clearing down inventory acquired upon start up and improving the speed of customer service. Investments in marketing to support the brand growth will continue as will the strengthening of the team provided by our service providers.

Employment of disabled persons

The Company operates an equal opportunities policy. The aim of this policy is to ensure that there should be equal opportunity for all and this applies to external recruitment, internal appointments, terms of employment, conditions of service and opportunity for training and promotion regardless of gender, ethnic origin or disability. Disabled persons are given full and fair consideration for all types of vacancy in as much as the opportunities available are constrained by the practical limitations of the disability. Should for whatever reason, an employee of the Company become disabled whilst in employment, every step, where appropriate, will be taken to assist with rehabilitation and suitable retraining. The Company maintains its own health, safety and environmental policies covering all aspects of its operations. Regular meetings and inspections take place to ensure all legal requirements are adhered to and that the Company is responsible for the needs of the employees and the environment.

Employee involvement

Within the bounds of commercial confidentiality, the Company endeavours to keep the staff at all levels informed of matters that affect the progress of the Company and are of interest to them as employees

Financial instruments

The Group utilises forward currency contracts to manage exchange rate exposure between GBP, Euro and USD, the currencies in which products are purchased and sold. Management monitors the exposure and address them as necessary.

The Group holds credit insurance to cover debtor exposure and actively works with the provider to manage credit risk.

Events after the end of the reporting period

There were no material events after 31st December 2025 that affected the Group's position or expectations. The directors believe that their approach to governance, strategy, and stakeholder engagement continues to support the sustainable success of the Group, ensuring it is well-positioned to grow and thrive in the years to come.

Disclosure of information in the strategic report

The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of future developments, research and development and financial instruments.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial Period. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent. 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Auditors

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information. A resolution to reappoint SRV Delson as auditors will be proposed at the forthcoming Annual General Meeting.

This report was approved by the board of directors on 23 September 2026 and signed on behalf of the board by:

P Rudran

Director

Registered office:

Unit 1, Colonial Business Park

Colonial Way

Watford

Hertfordshire

WD24 4PR

GB Brands Europe Limited

Independent Auditor's Report to the Members of GB Brands Europe Limited

Period from 7 November 2024 to 31 December 2025

Opinion

We have audited the financial statements of GB Brands Europe Limited (the 'parent company') and its subsidiaries (the 'group') for the Period ended 31 December 2025 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, 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 FRS 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 December 2025 and of the group's loss for the Period then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's 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.

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. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' report for the financial Period 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.

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 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.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 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 and 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. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 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.

Sailesh Rameshchandra Vaghjee

(Senior Statutory Auditor)

For and on behalf of

SRV Delson

Chartered Certified Accountants & Statutory Auditors

Maruti House

1st Floor

369 Station Road

Harrow

HA1 2AW

23 September 2026

GB Brands Europe Limited

Consolidated Statement of Comprehensive Income

Period from 7 November 2024 to 31 December 2025

		Period from
		7 Nov 24 to
		31 Dec 25
Note		£
Turnover	4	69,852,170

Cost of sales	49,062,705
	-------------
Gross profit	20,789,465

Distribution costs		17,028,633
Administrative expenses		36,997,245
Other operating income	5	23,822,071
		-------------
Operating loss	6	( 9,414,342)

Other interest receivable and similar income	9	1,519,845
Interest payable and similar expenses	10	2,590,061
		-------------
Loss before taxation		( 10,484,558)

Tax on loss	11	( 429,020)
		-------------
Loss for the financial period and total comprehensive income		( 10,055,538)
		-------------

All the activities of the group are from continuing operations.

GB Brands Europe Limited

Consolidated Statement of Financial Position

31 December 2025

	31 Dec 25
Note	£

Fixed assets

Tangible assets	12	911,312

Current assets

Stocks	14	42,271,352
Debtors	15	18,540,525
		-------------
		60,811,877

Creditors: amounts falling due within one year
Bank loans and overdrafts		12,471,521
Trade creditors		13,451,007
Amounts owed to group undertakings		12,941,335
Other creditors including taxation and social security	17	95,729
		-------------
		38,959,592
		-------------
Net current assets		21,852,285
		-------------
Total assets less current liabilities		22,763,597

Provisions	18	( 429,020)

Accruals and deferred income	33,248,055
	-------------
Net liabilities	( 10,055,438)
	-------------

Capital and reserves

Called up share capital	22	100
Profit and loss account	23	( 10,055,538)
		-------------
Shareholders deficit		( 10,055,438)
		-------------

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

These financial statements were approved by the board of directors and authorised for issue on 23 September 2026 , and are signed on behalf of the board by:

P Rudran

Director

Company registration number: 16065417

GB Brands Europe Limited

Company Statement of Financial Position

31 December 2025

	31 Dec 25
Note	£

Fixed assets

Tangible assets	12	666,936
Investments	13	8,255
		---------
		675,191

Current assets

Stocks	14	1,173,089
Debtors	15	28,610,170
		-------------
		29,783,259

Creditors: amounts falling due within one year
Bank loans and overdrafts		18,269,442
Trade creditors		3,641,636
Amounts owed to group undertakings		7,596,673
Other creditors including taxation and social security	17	95,729
		-------------
		29,603,480
		-------------
Net current assets		179,779
		---------
Total assets less current liabilities		854,970

Accruals and deferred income	1,654,642
	------------
Net liabilities	( 799,672)
	------------

Capital and reserves

Called up share capital	22	100
Profit and loss account	23	( 799,772)
		---------
Shareholders deficit		( 799,672)
		---------

The loss for the financial Period of the parent company was £ 799,772 .

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

These financial statements were approved by the board of directors and authorised for issue on 23 September 2026 , and are signed on behalf of the board by:

P Rudran

Director

Company registration number: 16065417

GB Brands Europe Limited

Consolidated Statement of Changes in Equity

Period from 7 November 2024 to 31 December 2025

	Called up share capital	Profit and loss account	Total
	£	£	£
At 7 November 2024	–	–	–

Loss for the period		( 10,055,538)	( 10,055,538)
	----	-------------	-------------
Total comprehensive income for the period	–	( 10,055,538)	( 10,055,538)

Issue of shares	100	–	100
	----	----	----
Total investments by and distributions to owners	100	–	100

	----	-------------	-------------
At 31 December 2025	100	( 10,055,538)	( 10,055,438)
	----	-------------	-------------

GB Brands Europe Limited

Company Statement of Changes in Equity

Period from 7 November 2024 to 31 December 2025

	Called up share capital	Profit and loss account	Total
	£	£	£
At 7 November 2024	–	–	–

Loss for the period		( 799,772)	( 799,772)
	----	---------	---------
Total comprehensive income for the period	–	( 799,772)	( 799,772)

Issue of shares	100	–	100
	----	----	----
Total investments by and distributions to owners	100	–	100

	----	---------	---------
At 31 December 2025	100	( 799,772)	( 799,672)
	----	---------	---------

GB Brands Europe Limited

Consolidated Statement of Cash Flows

Period from 7 November 2024 to 31 December 2025

	31 Dec 25
Note	£

Cash flows from operating activities

Loss for the financial period	( 10,055,538)

Adjustments for:
Depreciation of tangible assets	65,209
Other interest receivable and similar income	( 1,519,845)
Interest payable and similar expenses	2,590,061
Tax on loss	( 429,020)
Accrued expenses	24,081,684

Changes in:
Stocks	( 42,271,352)
Trade and other debtors	( 18,540,525)
Trade and other creditors	22,713,107
	-------------
Cash generated from operations	( 23,366,219)

Interest paid	( 2,590,061)
Interest received	1,519,845
	-------------
Net cash used in operating activities	( 24,436,435)
	-------------

Cash flows from investing activities

Purchase of tangible assets	( 976,521)
	-------------
Net cash used in investing activities	( 976,521)
	-------------

Cash flows from financing activities

Proceeds from issue of ordinary shares	100
Proceeds from loans from group undertakings	12,941,335
	-------------
Net cash from financing activities	12,941,435
	-------------

Net decrease in cash and cash equivalents		( 12,471,521)
Cash and cash equivalents at beginning of period		–
		-------------
Cash and cash equivalents at end of period	16	( 12,471,521)
		-------------

GB Brands Europe Limited

Notes to the Financial Statements

Period from 7 November 2024 to 31 December 2025

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Unit 1, Colonial Business Park, Colonial Way, Watford, WD24 4PR, Hertfordshire.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Going concern

The directors have used the going concern basis of accounting in the preparation of the financial statements The company has secured sufficient future orders to enable the company to cover its liabilities and make profit for the following years. Based on the future orders and there are no material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least 12 months from when the financial statements are authorised for issue. The directors have also have taken into account all the information that could reasonably be expected to be available together with their continued support and that of the bank to the company. These financial statements do not include any adjustments that would result if the company would cease trading

Disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:

(a) Disclosures in respect of each class of share capital have not been presented.

(b) No cash flow statement has been presented for the company.

(c) Disclosures in respect of financial instruments have not been presented.

(d) No disclosure has been given for the aggregate remuneration of key management personnel.

Consolidation

The financial statements consolidate the financial statements of GB Brands Europe Limited and all of its subsidiary undertakings.

The results of subsidiaries acquired or disposed of during the Period are included from or to the date that control passes.

The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

	Fixtures and fittings	-	33% straight line

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

Investments in associates

Investments in associates are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate.

Investments in joint ventures

Investments in joint ventures are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the joint venture.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

Financial instruments

The group uses forward foreign currency contracts to reduce exposure to foreign exchange rates. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit and loss in finance costs or income as appropriate.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

4. Turnover

Turnover arises from:

	Period from
	7 Nov 24 to
	31 Dec 25
	£
Sale of goods	69,852,170
	-------------

The turnover is attributable to the one principal activity of the group. An analysis of turnover by the geographical markets that substantially differ from each other is given below:

	Period from
	7 Nov 24 to
	31 Dec 25
	£
United Kingdom	7,133,760
Overseas	62,718,410
	-------------
	69,852,170
	-------------

5. Other operating income

	Period from
	7 Nov 24 to
	31 Dec 25
	£
Management charges receivable	5,999,686
Other operating income	17,822,385
	-------------
	23,822,071
	-------------

6. Operating loss

Operating profit or loss is stated after charging:

	Period from
	7 Nov 24 to
	31 Dec 25
	£
Depreciation of tangible assets	65,209
Impairment of trade debtors	64,367
Foreign exchange differences	79,117
	--------

7. Auditor's remuneration

	Period from
	7 Nov 24 to
	31 Dec 25
	£

Fees payable to SRV Delson for the audit of the group financial statements

Fees payable for the audit of the financial statements	30,000
	--------

	Period from
	7 Nov 24 to
	31 Dec 25
	£

Fees payable to Londen & Van Holland for the audit of the subsidiary financial statements

Fees payable for the audit of the financial statements	84,392
	--------

8. Staff costs

The average number of persons employed by the group during the Period, including the directors, amounted to:

	31 Dec 25
	No.
Distribution staff	24
Administrative staff	12
	----
	36
	----

The aggregate payroll costs incurred during the Period, relating to the above, were:

	Period from
	7 Nov 24 to
	31 Dec 25
	£
Wages and salaries	9,581,405
Social security costs	504,795
Other pension costs	38,134
	-------------
	10,124,334
	-------------

9. Other interest receivable and similar income

	Period from
	7 Nov 24 to
	31 Dec 25
	£
Interest on loans and receivables	1,519,845
	------------

10. Interest payable and similar expenses

	Period from
	7 Nov 24 to
	31 Dec 25
	£
Interest on banks loans and overdrafts	674,522
Other interest payable and similar charges	1,915,539
	------------
	2,590,061
	------------

11. Tax on loss

Major components of tax income

	Period from
	7 Nov 24 to
	31 Dec 25
	£

Deferred tax:

Origination and reversal of timing differences	( 429,020)
	---------
Tax on loss	( 429,020)
	---------

Reconciliation of tax income

The tax assessed on the loss on ordinary activities for the Period is lower than the standard rate of corporation tax in the UK of 25 %.

	Period from
	7 Nov 24 to
	31 Dec 25
	£
Loss on ordinary activities before taxation	( 10,484,558)
	-------------
Loss on ordinary activities by rate of tax	( 199,943)
Effect of capital allowances and depreciation	( 166,734)
Unused tax losses	366,677
Deferred tax	(429,020)
	-------------
Tax on loss	( 429,020)
	-------------

12. Tangible assets

Group	Fixtures and fittings
	£
Cost
At 7 November 2024	–
Additions	976,521
	---------
At 31 December 2025	976,521
	---------
Depreciation
At 7 November 2024	–
Charge for the period	65,209
	---------
At 31 December 2025	65,209
	---------
Carrying amount
At 31 December 2025	911,312
	---------

Company	Fixtures and fittings
	£
Cost
At 7 November 2024	–
Additions	706,117
	---------
At 31 December 2025	706,117
	---------
Depreciation
At 7 November 2024	–
Charge for the period	39,181
	---------
At 31 December 2025	39,181
	---------
Carrying amount
At 31 December 2025	666,936
	---------

13. Investments

The group has no investments.

Company	Shares in group undertakings
	£
Cost
At 7 November 2024	–
Additions	8,255
	-------
At 31 December 2025	8,255
	-------
Impairment
At 7 November 2024 and 31 December 2025	–
	-------

Carrying amount
At 31 December 2025	8,255
	-------

Subsidiaries, associates and other investments

Details of the investments in which the parent company has an interest of 20% or more are as follows:

	Class of share	Percentage of shares held
Subsidiary undertakings
GB Brands Europe BV	Ordinary	100

14. Stocks

	Group	Company
	31 Dec 25	31 Dec 25
	£	£
Finished goods and goods for resale	42,271,352	1,173,089
	-------------	------------

15. Debtors

	Group	Company
	31 Dec 25	31 Dec 25
	£	£
Trade debtors	12,839,987	2,032,121
Amounts owed by group undertakings	–	25,666,604
Prepayments and accrued income	3,229,134	407,086
Other debtors	2,471,404	504,359
	-------------	-------------
	18,540,525	28,610,170
	-------------	-------------

16. Cash and cash equivalents

Cash and cash equivalents comprise the following:

	31 Dec 25
	£
Bank overdrafts	( 12,471,521)
	-------------

17. Other creditors including taxation and social security falling

due within one year

	Group	Company
	31 Dec 25	31 Dec 25
	£	£
Social security and other taxes	95,729	95,729
	--------	--------

18. Provisions

Group	Deferred tax (note 19)
	£
At 7 November 2024	–
Additions	( 429,020)
	---------
At 31 December 2025	( 429,020)
	---------

The company does not have any provisions.

19. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	Group	Company
	31 Dec 25	31 Dec 25
	£	£
Included in provisions (note 18)	( 429,020)	–
	---------	----

The deferred tax account consists of the tax effect of timing differences in respect of:

	Group	Company
	31 Dec 25	31 Dec 25
	£	£
Provisions	( 429,020)	–
	---------	----

20. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 38,134 .

21. Financial instruments

The period of unprecedented market pressures on consumers continues as did falling demand for the branded goods. Continued market conditions and currency fluctuation in input costs and intense competition can adversely impact the growth and profitability as well as capability to execute long term plans. In the current highly competitive and volatile market, the company continues to pursue strategies to explore new streams of revenue. The directors expect the business environment to remain highly competitive in 2026 but are confident that the company is well positioned to deal with the market risks. European market volatility and currency fluctuations remain the principal risk and the company has implemented programs to increase efficiency in logistics, hedge currency risk and raise the standard of service in order to maintain its strong market position. Management is constantly striving to reduce base costs. Foreign exchange exposure is a risk area with the products purchased and sold in various currencies. However, the company mitigates these risks by utilising its forward currency booking options. Recoverability of trade debts is a risk in the current economic climate and the company constantly monitors its customers' credit worthiness and its credit insurance covers. The group uses forward foreign currency contracts to reduce exposure to foreign exchange rates. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit and loss in finance costs or income as appropriate.

22. Called up share capital

Issued, called up and fully paid

	31 Dec 25
	No.	£
Ordinary shares of £ 1 each	100	100
	----	----

During the period the company issued 100 Ordinary share of £1 each.

Called-up share capital represents the nominal value of shares that have been issued.

23. Reserves

Profit and loss account - This reserve records retained earnings and accumulated losses.

24. Ultimate parent undertakings

The ultimate parent undertakings are Ink (Clothing)Ltd, a company registered in England & Wales which owned 50% of the shares of the company and Galaxy RB Europe Holdings LLC, company incorporated in USA and owns 50% of the shares of the company.

25. Security

The company has provided a fixed and floating charge over all the property or undertaking of the company dated 5 March 2025.

Debentures are given on all the assets for the payment of any amounts owed by the company to the bank whether now or in the future and whether owed jointly or severally (the debt)

26. Analysis of changes in net debt

	At 7 Nov 2024	Cash flows	At 31 Dec 2025
	£	£	£
Bank overdrafts	–	(12,471,521)	(12,471,521)
Debt due within one year	–	(12,941,335)	(12,941,335)
	----	-------------	-------------
	–	( 25,412,856)	( 25,412,856)
	----	-------------	-------------

27. Related party transactions

Company

During the year the group carried out transactions between companies with common directors. The total balance owed by companies with Common directors is £335,413. These transactions relate to sales and purchases between the companies. The balance is interest free and repayable on demand. All the transactions have been carried out on an arms length basis

GB Brands Europe Limited

Notes to the Financial Statements (continued)

Period from 7 November 2024 to 31 December 2025

28. Controlling party

The ultimate controlling interest is held by the directors of the parent companies.