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Company Registration Number: 03223959
MONTANE LTD
FINANCIAL STATEMENTS
31 JANUARY 2026
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MONTANE LTD
COMPANY INFORMATION
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N P Watkins (appointed 4 August 2026)
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Armstrong Watson Audit Limited
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Chartered Accountants & Statutory Auditors
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MONTANE LTD
CONTENTS
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Independent Auditors' Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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MONTANE LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
Montane Ltd develops and sells premium clothing and equipment for outdoor activities such as mountaineering, hiking, climbing and trail running all under the “Montane” brand name.
The company focuses upon functional, lightweight clothing and equipment, and is regarded to have a particularly active and sport-focused consumer base – as epitomised by the brand slogan “Further. Faster.” The products are designed mainly using industry leading materials (including Gore-Tex® and Pertex®) and are manufactured at world class third party factories in Asia.
The brand is supported by a wide range of different marketing activities including headline sponsorship of the Montane Spine Races and Montane Lakeland 100, online and press advertising, and athlete sponsorship, amongst other activities. Marketing investment has consistently been applied to support the brand through both consumer and trade channels.
In the year ended 31 January 2026 a Joint Venture (“JV”) was created to facilitate growth in China, which changed the terms of trade with this territory. This has resulted in a reduction of reported revenue and margin that previously were attributed to the region, but the creation of profit inflows from the new JV. Alongside a strong e-commerce business, the JV has 12 branded Montane retail stores in premium mall locations in China. The establishment of the Chinese JV also gives rise to the significant exceptional gain of £1,007,000 as a result of the contribution of Intellectual Property into the entity.
A second JV to realise further growth within rest of Asia was also established. Investment will take place in selected key Asian markets over the near term to realise growth in these territories.
The above change in revenue recognition perimeter on sales into China, coupled with challenging trade in some channels contributed to a reduction in turnover of 15.8% to £18,127,000.
Despite this our direct-to-consumer business showed growth. This alongside double-digit percentage growth in pre-season order books for future seasons demonstrates positive momentum for the brand as a result of the ongoing product development, brand focus and expanding international presence.
Gross margin decreased to 37.4% as cost pressures were felt, along with the aforementioned change in trading terms and financial reporting with the Chinese Joint Venture company.
Excluding the JV related gains, EBITDA decreased as a result of the aforementioned sales and margin impact and relatively flat overheads.
Also showing is a non cash item related to currency contracts taken out to protect trading margins. The Other Comprehensive Loss reflects the position of the open currency contracts at 31 January 2026 and the particularly volatile GBP/USD currency market around this time. GBP reached a 4 year high of 1.38 against USD before relatively quickly reverting to previously seen levels. Thus, the open currency contracts are adverse to market rates at the year end rate resulting in the Other Comprehensive Loss. Our currency policy continues to provide stability for future product development and is deemed an appropriate mechanism for dealing with volatility in currency markets. This Other Comprehensive Loss is not a cash item and is not deemed to be of concern.
In January 2025 MT Holdings (HK) invested into the business. As part of the structure of the investment a share buyback and linked director's loan agreement was completed in the financial year.
Page 1
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MONTANE LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
Operational highlights for the period include:
∙Establishment of two joint ventures facilitating the growth of the brand within China and Asia;
∙Agreement to further increase store presence in a number of key UK retail partners;
∙Further growth in the direct-to-consumer business reflecting a record year;
∙Once again maintaining our Excellent 5 star TrustPilot rating, maintaining a trust score at the pinnacle of UK competitive brands;
∙New season collections with double digit percentage forward order book growth across UK and International wholesale partners for Spring/Summer ’26 and Autumn/Winter ’26;
∙As part of a comprehensive aftercare package, partnering with leading aftercare provider Grangers to support our customers in prolonging the performance of their purchases from Montane;
∙Launching Gore-Tex® ePE (expanded polyethylene), incorporating the next-generation waterproof, windproof and breathable membrane into a number of products;
∙Being audited and certified against the Organic Content Standard and the Responsible Wool Standard
∙Becoming a supporting partner of Tiso’s Connect Outdoors project championing inclusivity and accessibility to the outdoors, specifically in Scotland, for underrepresented groups.
Future trading
What has become the norm over the last number of years is the unpredictability and instability of global events. Clearly these cannot be foreseen with any degree of certainty or accuracy, but our belief is that this ongoing volatility will continue. These continue to affect global supply chains and have knock on impacts upon consumer spending habits. Focussing upon what is within our control, we have made positive steps to return to healthy like-for-like growth with continuing progress in our product offering and marketing communication which is seeing initial traction with both trade customers and consumers alike. We continue to add geographic distribution where appropriate, along with greater volume through our existing retail partners.
Principal risks and uncertainties
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The major risks the company contends with are:
Financial risk
∙The compounded impact of discounting in the marketplace leading to retailer liquidity issues;
∙Destocking by retailers to historically average levels resulting in reductions in new orders shipped;
∙Retailers shifting inventory risk to suppliers and expecting to buy additional stock during the year rather than committing to larger future order books;
∙Consumer confidence remaining suppressed as a result of persistent inflation and relatively high interest rates;
∙Fierce competition from other outdoor and outdoor-adjacent brands.
Page 2
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MONTANE LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
These risks are addressed by continued investment in the brand and product to create strong desirability, together with an expanding distribution network to hedge sell through across multiple channels and territories:
∙Cost price inflation. This is managed through strict cost control, pursuing sourcing efficiencies and where necessary passing on costs through price increases;
∙Unpredictable and extreme weather conditions, mitigated through a wide product range covering high levels of warmth and protection, alongside lightweight and sun-protective products;
∙Ongoing volatility in the currency markets mitigated through securing forward contracts at key stage gates of the seasonal product development;
∙Sourcing challenges posed by any political uncertainty or unrest in the countries of origin of our suppliers mitigated by having a wide portfolio of suppliers with a geographical spread.
Credit risk
The company has implemented policies that require credit-worthiness checks and, where appropriate, credit insurance on corporate customers before sales are made.
The directors believe that the company has sufficient funds and banking facilities available to support its activities in the future.
Financial key performance indicators
The directors consider the key financial performance indicator to be turnover growth, stock holding and EBITDA.
As above, turnover decreased in the year with difficult trading conditions across a number of channels coupled with a change in trading parameters with the establishment of the China JV.
Stock decreased by £877,000 to £6,510,000 as at 31 January 2026. This is another significant decrease for Montane from the peak post-Covid stock position in 2023 and represents a return to planned stock holding levels. All stock is current, non-aged and part of future seasonal collections and will be used to drive revenue in FY2027 and beyond. The directors continue to monitor stock levels against revenue.
Page 3
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MONTANE LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
Recurring EBITDA decreased due to the factors and parameter changes referenced above. This is partly offset by the exceptional income:
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Add back depreciation and amortisation
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Exclude exceptional income
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After taxation, shareholders’ funds (excluding hedging reserve) have decreased at the year end as a result of the loss for the period and the share buyback. Other Comprehensive Loss (and as a result a movement in the hedging reserve) represents the impact of the open currency contracts at year end. These currency contracts are managed within the day-to-day operations of the business with the certainty they provide being built into future product ranges and related financial forecasts.
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Energy and carbon reporting
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In the prior year we calculated GHG emissions across scopes 1, 2 and 3 against a baseline calculated in 2023. In the year ended January 2026 a recalculation was carried out based on updated methodologies, per the guidance of Greenly (https://greenly.earth /en-gb) who work in accordance with the GHG Protocol and are accredited by the Global Reporting Initiative.
Using the updated methodologies the total emissions calculated for 2023 and 2024 were 3.4K tCO2e and 3.5 K tCO2e respectively. While a slight increase we are recognised with a ‘silver’ Climate Strategy Rating, placing Montane within the top 15% of companies Greenly work with.
Our scope 3 emissions, which include supply chain and product manufacture, rose to represent 98% of our carbon footprint.
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Percentage of total emissions
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Percentage of total emissions
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Work continues to understand and reduce our carbon emissions.
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Page 4
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MONTANE LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
The directors have considered a wide number of macroeconomic factors, including, but not limited to foreign exchange rates, inflation rates, consumer confidence, and their potential impact on the financial sustainability of the Company. In doing so management have applied sensitivities and adverse assumptions upon their budgets and cash flow forecasts in making their assessment, which incorporates bank facilities which are in place until November 2027. The directors have considered a period of at least twelve months from the date of sign off when making their assessment with regards to going concern. After consideration of all factors, the directors have continued to adopt the going concern basis in preparing the financial statements.
This report was approved by the board and signed on its behalf.
Page 5
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MONTANE LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
The directors present their report and the financial statements for the year ended 31 January 2026.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the 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 year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £163,924 (2025 - £177,330).
The directors have not recommended a final dividend.
The directors who served during the year were:
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A Towne (resigned 30 April 2025)
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M K Gadams (resigned 21 October 2025)
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G McDonald (resigned 26 June 2026)
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The directors are expecting to work with the Chinese and Asian JVs to continue the rapid growth of the Montane brand globally. The Directors do not expect to make any significant changes in the nature of the business in the near future.
Page 6
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MONTANE LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
Matters covered in the Strategic Report
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Information is not shown in the Directors’ report because it is shown in the strategic report instead under S414C (11). The strategic report includes a business review, principal risks and uncertainties and financial key performance indicators.
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Post balance sheet events
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In October 2026 an agreement was signed for a partial divestment of Montane Ltd's shareholding in Montane (Beijing) Commerce Co. Ltd ("China JV") to Beijing BMAI Sports Co. Ltd ("BMAI"). This will result in net sale proceeds of approximately £1.6m and a gain on sale of approximately £1.1m. BMAI's investment will help to continue the significant growth of the China JV and increase Montane's global brand presence.
Under section 487(2) of the Companies Act 2006, Armstrong Watson Audit Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
Page 7
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MONTANE LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MONTANE LTD
We have audited the financial statements of Montane Ltd (the 'Company') for the year ended 31 January 2026, which comprise the Statement of Comprehensive Income, the Analysis of Net Debt, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the 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.
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 Auditors' 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Page 8
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MONTANE LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MONTANE LTD (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
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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 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.
Matters on which we are required to report by exception
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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.
Responsibilities of directors
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As explained more fully in the Directors' responsibilities statement on page 6, 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.
Page 9
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MONTANE LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MONTANE LTD (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
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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 Auditors' 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. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
Page 10
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MONTANE LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MONTANE LTD (CONTINUED)
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙reading the minutes of meetings of those charged with governance;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with regulatory authorities, including tax authorities.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
Page 11
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MONTANE LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MONTANE LTD (CONTINUED)
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 Auditors' 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.
Michael Morris (Senior Statutory Auditor)
for and on behalf of
Armstrong Watson Audit Limited
Chartered Accountants & Statutory Auditors
Newcastle upon Tyne
30 October 2026
Page 12
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MONTANE LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2026
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Share of profit of joint venture
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Exceptional income/(costs)
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Interest payable and similar expenses
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Profit for the financial year
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Other comprehensive (loss)/income for the year
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Cash flow hedges (loss)/gain arising in the year
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Cash flow hedges gain reclassified to profit or loss
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Deferred tax arising on the adjustment to the hedging reserve
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Other comprehensive (loss)/income for the year
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Total comprehensive (loss)/income for the year
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The notes on pages 19 to 37 form part of these financial statements.
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Page 13
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MONTANE LTD
REGISTERED NUMBER: 03223959
STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2026
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Capital redemption reserve
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Page 14
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MONTANE LTD
REGISTERED NUMBER: 03223959
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 JANUARY 2026
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 37 form part of these financial statements.
Page 15
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MONTANE LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026
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Capital redemption reserve
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Deferred tax on derivative financial instruments
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Deferred tax on derivative financial instruments
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The notes on pages 19 to 37 form part of these financial statements.
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Page 16
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MONTANE LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2026
Cash flows from operating activities
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Profit for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Decrease/(increase) in debtors
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(Decrease)/increase in creditors
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Cash movement in value of derivatives
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Net cash (used in)/generated from operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Purchase of tangible fixed assets
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Net cash used in investing activities
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Cash flows from financing activities
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Net receipt/(repayment) of import loans
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Loans due from/(repaid to) directors
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Net cash generating from/(used in) financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 19 to 37 form part of these financial statements.
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Page 17
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MONTANE LTD
ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 JANUARY 2026
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Proceeds from factored debt
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The notes on pages 19 to 37 form part of these financial statements.
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Page 18
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MONTANE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
Montane Ltd is a private company limited by shares, incorporated in England and Wales. It trades from its registered office at 3 Freeman Court, North Seaton Industrial Estate, Ashington, Northumberland, NE63 0YF.
The principal activity of the company is the manufacture of specialist outdoor clothing and equipment.
These financial statements have been presented in Pound Sterling as this is the currency of the primary economic environment in which the company operates.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The directors have considered a wide number of macroeconomic factors, including, but not limited to foreign exchange rates, inflation rates, consumer confidence, and their potential impact on the financial sustainability of the Company. In doing so management have applied sensitivities and adverse assumptions upon their budgets and cash flow forecasts in making their assessmentt, which incorporates bank facilities which are in place until November 2027. The directors have considered a period of at least twelve months from the date of sign off when making their assessment with regards to going concern. After consideration of all factors, the directors have continued to adopt the going concern basis in preparing the financial statements.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Page 19
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MONTANE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the following basis.
Depreciation is provided on the following basis:
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Short-term leasehold property
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straight line over the term of the lease
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Page 20
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MONTANE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. 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 or loss in finance costs of finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
The Company uses foreign currency forward contracts to manage its exposure to cash flow risk on its foreign currency transactions. These derivatives are measured at fair value at each reporting date.
To the extent the cash flow hedge is effective, movements in fair value are recognised in other comprehensive income and presented in a separate cash flow hedge reserve. Any ineffective portions of those movements are recognised in profit or loss for the period.
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of financial position.
Page 21
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MONTANE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further obligations.
The contributions are recognised as an expense in the Statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from the Company in an independently administered fund.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
Where the directors assess any potential charges to the profit and loss as being immaterial, no such charges are recognised.
Page 22
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MONTANE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Research and development expenditure is expensed in the period during which it is incurred.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Page 23
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MONTANE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
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Website Development Expenditure
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Exceptional costs are transactions that fall within the ordinary activities of the Company but are presented separately due to them not being of an ongoing nature.
Page 24
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MONTANE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
Exceptional income comprises material items of income which arise from events or transactions that are outside the ordinary activities of the Company and which, due to their size, nature or incidence, warrant separate disclosure to enable a full understanding of the Company's financial performance for the period.
Exceptional income is recognised when it is probable that the economic benefits associated with the transaction will flow to the Company and the amount can be measured reliably.
Exceptional income is presented separately within the Statement of Comprehensive Income where, in the judgement of the Directors, such presentation is necessary to provide additional understanding of the Company's underlying trading performance.
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Joint venture measured at fair value through profit or loss
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The Company's investments in its joint venture are measured at fair value through profit or loss in accordance with FRS 102.
The investment is initially recognised at transaction price, including transaction costs. Subsequently, the investment is remeasured to fair value at each reporting date, with any gains or losses arising from changes in fair value recognised in profit or loss.
In the absence of an active market for the investment, fair value is determined using an appropriate valuation technique. The Directors have determined that the most appropriate measure of fair value is the Company's share of the net asset value of the joint venture at the reporting date. The valuation is based on the underlying net assets of the joint venture as reported in its financial statements, adjusted where necessary to reflect the fair value of material assets and liabilities and to take account of any known events occurring between the reporting dates of the joint venture and the Company.
The Company's share of the net asset value is calculated by applying its ownership percentage to the adjusted net assets of the joint venture. Changes in the carrying value arising from remeasurement to fair value are recognised within profit or loss in the period in which they arise.
Dividend income or other distributions received from the joint venture are recognised in profit or loss when the Company's right to receive payment is established.
The Directors assess the appropriateness of the valuation methodology at each reporting date to ensure that the carrying value reflects the amount for which the investment could be exchanged between knowledgeable, willing parties in an arm's length transaction.
Page 25
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MONTANE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of these financial statements requires management to make judgements, estimates and assumptions that effect the application of policies and reported amounts of assets and liabilities, income and expenses.
Judgements and estimates are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the
circumstances.
The company makes estimates and assumptions concerning the future. The resulting accounting
estimates will be, by definition, seldom equal to the related actual results.
Stock valuation
There is a key source of estimation uncertainty in relation to the obsolescence of stock. Management considers the aging of stock, the recent sales history of stock items, the distribution channels available to sell the stock and the overall health of the brand to assess whether net realisable value will be in excess of cost.
Hedge effectiveness
Another key source of estimation is the judgement in relation to hedge effectiveness. Forward currency contracts are placed for future stock purchases. The value of the hedged item, being future stock purchases, and the hedging instrument, being the forward currency contracts, are reviewed frequently to ensure that there is an effective hedge. This is done by comparing firm purchase order commitments with suppliers against the value of currency contracts with third party financial institutions.
Valuation of investment in joint venture measured at fair value through profit or loss
Montane Ltd holds an investment in two new joint ventures established during the year (see note 14 for details). As no active market exists for the investment and there have been no recent observable arm's length transactions, management has applied a valuation technique to determine the fair value of the investment at the reporting date.
The valuation incorporates estimates and assumptions, including the underlying net asset position of the joint venture, forecast future performance, the recoverability and valuation of assets and liabilities held by the joint venture, foreign exchange considerations, and the appropriateness of any discounts applied for lack of marketability or control. Due to the early-stage nature of the joint venture and the limited history of operations available, a degree of estimation uncertainty exists in determining the fair value.
Management has exercised judgement in selecting the valuation methodology and determining the assumptions considered most appropriate in the circumstances. Changes in these assumptions could result in a material adjustment to the carrying value of the investment in subsequent reporting periods.
In applying the Company’s accounting policies, management has concluded that the fair value of the joint venture investment can be measured reliably using a valuation technique based on the best available information at the reporting date. Judgement has been applied in determining the most appropriate valuation methodology and in assessing whether the resulting valuation is representative of fair value in accordance with FRS 102.
Page 26
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MONTANE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
The whole of the turnover is attributable to the principal activity of the company.
Analysis of turnover by country of destination:
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The operating (loss)/profit is stated after charging:
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Exceptional income/(costs)
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Other operating lease rentals
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Amortisation of intangible assets
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Depreciation of tangible assets
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Exceptional income relates to a valuation gain in respect of the investment into the China Joint Venture (Montane (Beijing) Commerce Co., Ltd - incorporated in Beijing, China). Montane Ltd's capital investment into the formation of this entity was through the assignment of intellectual property rights to the joint venture for use within China. The valuation gain relates to the difference between the accounting value of the intellectual property rights on assignment and Montane Ltd's proportionate ownership of the net assets of the JV at the balance sheet date, net of any tax liability.
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During the year, the Company obtained the following services from the Company's auditors:
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Fees payable to the Company's auditors for the audit of the Company's financial statements
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The average monthly number of employees, including the directors, during the year was as follows:
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Page 27
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MONTANE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined pension benefit contribution scheme
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 3 directors (2025 - 2) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £184,426 (2025 - £219,740).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £17,228 (2025 - £4,927).
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Interest payable and similar expenses
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Other loan interest payable
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Directors' loan interest payable
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Page 28
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MONTANE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustments in respect of prior periods
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2025 - higher than) the standard rate of corporation tax in the UK of25% (2024 - 25%). The differences are explained below:
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(Loss)/profit on ordinary activities before tax
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(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)
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Expenses not deductible for tax purposes
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Other permanent differences
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Adjustments to tax charge in respect of prior periods
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Other tax adjustments, reliefs and transfers
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Total tax charge for the year
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Page 29
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MONTANE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Website development costs
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At 1 February 2025 (as previously stated)
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At 1 February 2025 (as restated)
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At 1 February 2025 (as previously stated)
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At 1 February 2025 (as restated)
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Charge for the year on owned assets
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At 31 January 2025 (as restated)
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Page 30
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MONTANE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Charge for the year on owned assets
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Page 31
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MONTANE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Investments in joint ventures
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Exceptional income in relation to valuation gain
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During the year the below two joint ventures were formed to facilitate growth in the Chinese and Asian markets. The share of profit relates to the proportionate share of the profit of Montane (Beijing) Commerce Co., Ltd during the financial year. This entity commenced trading in April 2025 so was not active for the full financial year.
Looking forwards, Montane (Asia) Co. , Limited will be used to grow the brand in certain Asian markets.
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Investments in joint ventures comprise the following:
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Montane (Beijing) Commerce Co. Ltd
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Montane (Asia) Co. Limited
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Raw materials and consumables
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Finished goods for resale
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Page 32
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MONTANE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Trade debtors excluding factored debts
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Prepayments and accrued income
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Derivative financial instruments
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Cash and cash equivalents
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Page 33
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MONTANE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Derivative financial instruments
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The company enters into forward foreign currency contracts to hedge currency exposure on firm future commitments, being purchases of stock. The fair values of the assets and liabilities held at fair value through profit and loss at the balance sheet date are determined using quoted prices.
Of the outstanding liability position of £831,607, contracts valued at £493,019 are due to settle and therefore be reflected in profit and loss in the year to 31 January 2027. The remainder are due to settle in the following year.
Secured creditors
Import finance loans of £3,795,827 (2025 - £2,371,180) are secured by the company as detailed below.
∙Debenture comprising fixed and floating charges over all assets and undertakings of Montane Ltd including all present and future freehold and leasehold property, book and other debts, chattels, goodwill and uncalled capital, both present and future.
∙Supplemental fixed charge over goodwill, uncalled capital and intellectual property rights of Montane Ltd.
∙Charge over contract monies given by Montane Ltd.
∙General pledge over documents and goods given by Montane Ltd.
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Creditors: Amounts falling due after more than one year
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Other creditors consist of loan notes which accrue interest at 2% per annum. The company may repay the loan notes at any point, and they are unsecured.
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Page 34
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MONTANE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Loans are short term trade loan facilities.
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Deferred tax credited in the Profit and loss account for the period
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Deferred tax credited in the statement of total recognised gains and losses
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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Derivative financial instruments
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Other short term timing differences
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Allotted, called up and fully paid
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14,630 (2025 - 15,773) Ordinary shares of £1.00 each
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Page 35
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MONTANE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
Share premium account
This reserve includes premiums received on issue of share capital. Any transactions costs associated with the issuing of shares are deducted from share premium.
Capital redemption reserve
This reserve arises on the repurchase of share capital of the company from the shareholders and records the nominal value of shares repurchased.
Hedging reserve
This reserve arises due to changes in the fair value of the Company's cash flow hedges, net of any deferred taxation.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £85,138 (2025 - £78,673). Contributions totalling £16,407 (2025 - £20,901) were payable to the fund at the reporting date and are included in creditors.
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Commitments under operating leases
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At 31 January 2026 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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Administration expenses include £40,000 (2025 - £60,000) paid to Inverleith LLP in relation to Non-Executive Directors fees.
The company owed £832,000 (2025 - £816,000) to Inverleith LLP at the balance sheet date. Interest of £16,000 (2025 - £16,000) in relation to the loan notes was charged during the year.
During the financial year, sales were made to Montane (Qingdao) Outdoor Equipment Company Limited of £1,678,627 (2025 - £1,459,803). The balance owed to the company at the year end in relation to credit sales was £167,004 (2025 - £81,204).
Interest of £27,181 was charged during the year on a loan with directors. At the balance sheet date, the outstanding balance on this loan was £402,182 (2025 - £Nil). This is included within other creditors.
All transactions with related parties were undertaken on normal commercial terms.
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Page 36
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MONTANE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Post balance sheet events
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In October 2026 an agreement was signed for a partial divestment of Montane Ltd's shareholding in Montane (Beijing) Commerce Co. Ltd ("China JV") to Beijing BMAI Sports Co. Ltd ("BMAI"). This will result in net sale proceeds of approximately £1.6m and a gain on sale of approximately £1.1m. BMAI's investment will help to continue the significant growth of the China JV and increase Montane's global brand presence.
Montane Ltd is jointly owned and controlled by Inverleith (MT) Limited and MT Holdings (HK) Limited. It is the view of the directors that there is no ultimate controlling party.
Inverleith (MT) Limited is a company incorporated in Scotland, the accounts of which are available from 4th Floor, 7 Castle Street, Edinburgh, EH2 3AH.
MT Holdings (HK) Limited is a company incorporated in Hong Kong, the accounts of which are available from Room 1304A, Sino Centre, Nos 582 - 592 Nathan Road, Mong Kok, Hong Kong.
Page 37
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