The directors present the strategic report for the year ended 31 January 2026.

SBDL Limited, trading as Subdial ("the company"), operates a platform for the purchase and sale of premium pre-owned watches. The company serves an audience of collectors and enthusiasts through a hybrid model that combines the sale of owned inventory with commission earned on consigned stock, allowing it to offer breadth and depth of catalogue while managing capital efficiently.

The year ended 31 January 2026 was one of substantial growth and a step change in the scale of the business. Total transaction value increased by 51% to £35.9 million and turnover increased by 66% to £21.6 million, while the company continued to invest in its platform, brand, team and new headquarters. The operating loss narrowed by 49% to £230,804 (2025: £455,971), and the company has traded profitably in every month since the year end.

• Luxury asset values: the market value of pre-owned watches fluctuates. The company mitigates this through data-led pricing, disciplined stock turn and the consignment model, under which a significant proportion of transaction value carries no inventory risk.

• Consumer demand: demand for luxury goods is discretionary and sensitive to consumer sentiment. The company’s repeat collector audience, breadth of price points and growing brand reach provide resilience.

• Funding and liquidity: growth in owned inventory is supported by funding facilities, elements of which are repayable on notice. The company manages this through cash headroom, the renewed overdraft facility, supplier and funder relationships, and demonstrated access to equity.

• Supply availability: growth depends on sourcing quality pre-owned watches. The consignment proposition, brand authority and trade relationships continue to broaden the company’s access to supply.

On behalf of the board

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

During the financial year, the company's principal activity continued to be that of the purchase and sale of premium pre-owned watches.

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

MRT Accountants Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

The directors are responsible for preparing the annual report and the 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 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 company and of the profit or loss of the company for that period.

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

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 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.

We have audited the financial statements of SBDL Limited (the 'company') for the year ended 31 January 2026 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 company's affairs as at 31 January 2026 and of its loss for the year then ended;

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the 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, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

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

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

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 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 company or to cease operations, or have no realistic alternative but to do so.

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.

The extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with applicable laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

• obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;

• inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

• discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are:

• FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice);

• The Companies Act 2006; and

• Tax legislation.

In addition, the company is subject to General Data Protection Regulations that do not have a direct effect on the financial statements, but compliance with which may be fundamental to its ability to operate or to avoid a material penalty.

The audit engagement team identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud.

Based on the results of our risk assessment we designed audit procedures to identify fraud or non-compliance with such laws and regulations identified above. The relevant audit procedures performed included but were not limited to:

• undertaking detailed review of the completeness and accuracy of disclosures;

• auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;

• review of estimates and the appropriateness of their basis as well as consideration of any indicated irregularities or management bias; and

• review of correspondence and discussion of the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

SBDL Limited is a private company limited by shares incorporated in England and Wales. The registered office is 49-51 Farringdon Road, Lamplighter Works Ground, G & Lg Floor, London, EC1M 3JP.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of 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 financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.true

This is following a detailed assessment of the working capital requirements of the business, for the purchase of inventory, as well as the cash requirements, to fund operations, for the coming 12 months. The company has sufficient existing facilities to fund inventory purchases and there is sufficient liquidity available to repay these facilities should it be required. In addition to the existing facilities, the directors expect to continue to expand the debt facilities available to the business for the purchase of inventory, to further accelerate growth.

As a result, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue is measured at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales-related taxes. Revenue arises from the sale of pre-owned watches as principal, commission on consigned watch sales as agent, and watch repairs and accessories.

The company recognises revenue from the following major sources:

• Sales of pre-owned hand watches

• Commission on consigned watch sales

• Repairs and accessories

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

The company’s performance obligation is the delivery of a specified watch, and revenue is recognised when control of that watch passes to the customer — on dispatch, or on collection for in-person sales. Customers pay in full before a watch is dispatched or released, by card at checkout or by bank transfer; the company therefore extends no credit to customers and no significant financing component arises. Amounts received for orders not yet dispatched at the reporting date are held within deferred income.

Customers may return a watch within 14 days of delivery provided it is returned in the condition in which it was sold, and revenue is recognised net of returns. Because a returned watch is recovered into stock, the net effect of a refund liability and the corresponding right-of-return asset is limited to the margin on the affected sales; no such amounts have been recognised at 31 January 2026 as they are immaterial.

Watches are sold with a 12-month warranty against mechanical faults and performance outside stated tolerances. This is an assurance-type warranty rather than a separate performance obligation; warranty work is carried out by the company’s own workshop and the related costs are recognised as incurred. No warranty provision is held as the expected cost is immaterial.

The company also sells watches as agent for third-party owners. Consigned watches remain the property of the consignor until sale and are not recognised on the company’s balance sheet (note 14). The performance obligation is to effect the sale of the consigned watch; it is satisfied, and commission revenue recognised, when that watch is sold and dispatched to or collected by the buyer. As agent, revenue comprises only the commission earned and not the gross value of the watch, which is included within total transaction value (note 1.18). Proceeds due to consignors are held as a liability until paid over following expiry of the 14-day return period.

Revenue on accessories is recognised on dispatch to the customer, and on repairs when the completed watch is returned to the customer.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Amortisation is not charged on software assets that are under development and not yet available for use.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company 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.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

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 reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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 company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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.

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

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The directors have determined the fair value of the share options as being immaterial and there has been no expense charged to the profit and loss account in relation to the share-based payments.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

At inception, the company assesses whether a contract is, or contains, a lease. A lease arises where the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control of the use of an asset occurs where the company has both the right to direct the use of the asset, and the right to obtain substantially all the economic benefits from that use.

Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within the same line items on the Balance sheet as owned assets.

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

The right-of-use asset is subsequently adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, and is periodically reduced by impairment losses, if any.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the company’s obtainable borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be payable under residual value guarantees, the exercise price of any purchase options that the company is reasonably certain to exercise, and any penalties for early termination of a lease.

At each financial period end, the lease liability is adjusted to reflect payments made and interest accrued. Also, the lease liability is remeasured to reflect lease modifications and any changes to the factors considered at initial measurement, as set out above. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or recognised in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

In the comparative period, the company classified leases as finance leases whenever the terms of the lease transferred substantially all the risks and rewards of ownership to the lessees. All other leases were classified as operating leases. Assets held under finance leases were recognised as assets at the lower of the assets' fair value at the date of inception and the present value of the minimum lease payments. The related liability was included in the balance sheet as a finance lease obligation. Lease payments were treated as consisting of capital and interest elements and the interest was charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability. Rentals payable under operating leases, less any lease incentives received, were charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis was more representative of the time pattern in which economic benefits from the leased asset were consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Total transaction value

Total transaction value, which is stated net of value added tax, does not represent the company's statutory turnover, consisting of the full value, both of sales made as agent and as principal.

Where the company acts as agent on behalf of a third party, only the commission value of sales represents the company's statutory turnover.

In the current year, the FRS 102 Periodic Review 2024 was applied by the company for the first time and affects the financial statements as follows.

The company has applied the FRS102 Periodic Review 2024 amendments to Section 20 Leases as an adjustment to the opening balance of retained earnings at the date of initial application. Comparative information is not restated.

The company’s revised accounting policies for leases are set out in note 1 and the adjustment for each financial statement line item affected by the application of the Periodic Review 2024 in the current period is set out below.

The company has taken advantage of the following practical expedients permitted when applying the Periodic Review 2024:

• For contracts that have previously been assessed for the existence of a lease, the company has not reassessed whether a contract is, or contains, a lease at the date of initial application.

• Information received and choices made after the date of initial application have been applied to the assessment of leases previously classified as operating leases, such as in determining the lease term where the contract contains options to extend or terminate the lease.

The company has applied the FRS 102 Periodic Review 2024 amendments to Section 23 Revenue as an adjustment to the opening balance of retained earnings at the date of initial application. Comparative information is not restated.

The company’s revised accounting policies for revenue are set out in note 1. No financial statement line item is affected by the application of the Periodic Review 2024 in respect of revenue.

In the application of the company’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 the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Stocks are stated at the lower of cost and net realisable value. Management exercises judgement in determining the appropriate valuation of stocks, including assessing expected selling prices, future demand, product obsolescence and costs to complete and sell. Stocks are reviewed at each reporting date for indicators of impairment and provisions are recognised where the carrying value is not expected to be recovered through sale or use. Changes in market conditions, customer demand or product life cycles could result in material adjustments to inventory carrying values in future periods.

The recognition of deferred tax assets in respect of tax losses carried forward requires management to assess the probability that sufficient future taxable profits will be available against which the losses can be utilised. This assessment involves estimating the timing and level of future taxable profits based on approved budgets, forecasts and business plans. Where actual future profits differ from those estimated, the amount of deferred tax asset recognised may require revision.

The measurement of the lease liability requires management to estimate future lease payments and the lease term. Where future lease payments are subject to review, the liability incorporates management's assumptions regarding future RPI-linked increases. The lease liability also reflects management's assessment that the Company is reasonably certain not to exercise the contractual break option and therefore includes lease payments beyond the break date. The carrying amount of the right-of-use asset is also subject to impairment review where indicators of impairment exist.

The lease does not contain contingent rental payment arrangements and no significant covenants or restrictions have been imposed by the lessor.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2025 - 2).

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

The current year amortisation charge has been included within administrative expenditure.

Inventories are stated after provisions for impairment of £81,949 (2025: £74,200). The accounting policy for Stocks (note 1.8) details when an impairment may arise.

At the reporting date, the company held consignment stock on behalf of third-party suppliers. Legal ownership of this stock remains with the suppliers until the point of sale, although it is insured by the company. This stock is not recorded on the company's balance sheet. These arrangements allow the company to offer a broader range of products without assuming any risk as the goods can be returned at any point. Holding this stock gives a rise to a potential to earn commissions on sale of £475,951 (2025: £388,966).

Amounts due within one year comprise loans under long term agreements that are repayable within 90 days on demand. Interest is charged on these loans at a rate of 10% per annum.

Amounts due after more than one year comprise of loans for which repayment is restricted under the terms of the relevant agreements. Accordingly, these balances are classified as falling due after more than one year.

Other loans totalling £3,235,001 (2025: £2,395,001) are secured by way of floating charges over the trading stock and parts owned by the company.

Lease liabilities represent rentals payable by the company in respect of its business property. There are no restrictions placed on the use of the asset. For further information regarding key estimates, see note 3.

The following are the major deferred tax liabilities and assets recognised by the company:

The deferred tax asset set out above is expected to reverse within 3 to 4 years and relates to the utilisation of tax losses against future expected profits of the same period. This time period is subject to securing further debt and equity to facilitate further growth in profitability. The deferred tax liability set out above is expected to reverse in future years and relates to accelerated capital allowances.

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.

Key-employee share options schemes

The company operates two share based payment schemes for its employees granted on 17 August 2022.

The share option schemes are as follows:

• Options vesting over a period of 3 and a half years from the date of employment, provided they remain in employment. The equity options can be exercised for 90 days after an exit event, being agreement of share sale, asset sale or listing, or earlier at the discretion of the board.

• Options vesting on company turnover exceeding specific run rates over specific periods, provided they remain in employment, performing specific roles. The equity options can be exercised for 90 days after an exit event, being agreement of share sale, asset sale or listing, or earlier at the discretion of the board.

Third party share option schemes

The company operates three share based payment schemes for third parties granted on 29 January 2024 and 15 August 2024.

The share option schemes are as follows:

• Options vesting over a period of three years from the grant date. The equity options can be exercised for 90 days after an exit event, being an agreement of share sale, asset sale or listing, or earlier at the discretion of the board.

• Options vesting over a period of one year from the date of grant. The equity options only become exercisable immediately prior to an exit event, being agreement of sale or listing, and may not be exercised later than the day before the tenth anniversary of the date of grant. The number of share options at the end of the period is 25,000 shares with an exercise price of £1.94 per share.

• Options vesting over a period of three years from the date of grant. The equity options only become exercisable immediately prior to an exit event, being agreement of sale or listing, and may not be exercised later than the day before the tenth anniversary of the date of grant. The number of share options at the end of the period is 75,000 shares with an exercise price of £1.94 per share.

There has been no impact on the financial position of the company, in the current or comparative period, in granting these options.

The A Ordinary shares have full rights to receive notice of, attend and vote at general meetings. One share carries one vote, and full rights to dividends and capital distributions (including upon winding up, as set out in the articles).

The Ordinary shares have full rights to receive notice of, attend and vote at general meetings. One share carries one vote, and full rights to dividends and capital distributions (including upon winding up, as set out in the articles).

On 28 March 2025, 387,396 A Ordinary shares were issued at an aggregate nominal value of £38.74. The total proceeds from issue of shares was £749,999.

During the year the company entered into the following transactions with related parties:

Grind & Co Ltd, a company that director J Ayton is a director of, sold goods to the company with a value of £383 (2025: £1,362). There were no amounts due by the company at the year end (2025: £Nil).

K Crane (parent of R Crane, a director) was paid interest monthly on a loan to the company. The total interest paid in the year was £21,333.

R Crane (parent of R Crane, a director) was paid interest monthly on a loan to the company. The total interest paid in the year was £19,267.

C Cartwright (the spouse of C Davis, a director) performed interior design work for the renovation of Lamplighter Works, the offices of SBDL Limited, to the value of £8,176.

The director, R Crane, bought and sold watches through the company in the year. Purchases from the company totalled £24,540 (2025: £5,275) and sales to the company totalled £14,495 (2025: £9,512).

The director, C Davis, sold watches through the company in the year. Purchases from the company totalled £nil (2025: £17,924) and sales to the company totalled £21,158 (2025: £29,186). At the year-end, C Davis had one watch for sale on consignment with the company.

The director, N Evans, bought watches through the company in the year. Purchases from the company totalled £5,900 (2025: £nil).

There is not considered to be an ultimate controlling party.

A prior period adjustment of £381,335 has been made for the reclassification of advertising costs from Administrative expenses to Distribution costs.

A prior period adjustment of £115,200 has been made for the reclassification of a rent deposit from Other debtors amounts falling due within one year to Other debtors amounts falling due after more than one year.

The prior period adjustments do not give rise to any effect upon equity.