IRIS Accounts Productionv24.3.2.4608236973Board of Directors1.1.2331.12.2331.12.23internet retail of clothing.truefalsetruetruefalsefalsefalsetruefalse iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh082369732022-12-31082369732023-12-31082369732023-01-012023-12-31082369732021-12-31082369732022-01-012022-12-31082369732022-12-3108236973ns15:EnglandWales2023-01-012023-12-3108236973ns14:PoundSterling2023-01-012023-12-3108236973ns10:Director12023-01-012023-12-3108236973ns10:PrivateLimitedCompanyLtd2023-01-012023-12-3108236973ns10:FRS1022023-01-012023-12-3108236973ns10:Audited2023-01-012023-12-3108236973ns10:LargeMedium-sizedCompaniesRegimeForDirectorsReport2023-01-012023-12-3108236973ns10:LargeMedium-sizedCompaniesRegimeForAccounts2023-01-012023-12-3108236973ns10:FullAccounts2023-01-012023-12-310823697312023-01-012023-12-3108236973ns10:Director22023-01-012023-12-3108236973ns10:Director32023-01-012023-12-3108236973ns10:Director72023-01-012023-12-3108236973ns10:Director82023-01-012023-12-3108236973ns10:Director92023-01-012023-12-3108236973ns10:RegisteredOffice2023-01-012023-12-3108236973ns10:Director42023-01-012023-12-3108236973ns10:Director52023-01-012023-12-3108236973ns10:Director62023-01-012023-12-3108236973ns5:CurrentFinancialInstruments2023-12-3108236973ns5:CurrentFinancialInstruments2022-12-3108236973ns5:Non-currentFinancialInstruments2023-12-3108236973ns5:Non-currentFinancialInstruments2022-12-3108236973ns5:ShareCapital2023-12-3108236973ns5:ShareCapital2022-12-3108236973ns5:SharePremium2023-12-3108236973ns5:SharePremium2022-12-3108236973ns5:RetainedEarningsAccumulatedLosses2023-12-3108236973ns5:RetainedEarningsAccumulatedLosses2022-12-3108236973ns5:ShareCapital2021-12-3108236973ns5:RetainedEarningsAccumulatedLosses2021-12-3108236973ns5:SharePremium2021-12-3108236973ns5:RetainedEarningsAccumulatedLosses2022-01-012022-12-3108236973ns5:ShareCapital2023-01-012023-12-3108236973ns5:SharePremium2023-01-012023-12-3108236973ns5:RetainedEarningsAccumulatedLosses2023-01-012023-12-310823697312023-01-012023-12-310823697312022-01-012022-12-3108236973ns5:IntangibleAssetsOtherThanGoodwill2023-01-012023-12-3108236973ns15:UnitedKingdom2023-01-012023-12-3108236973ns15:UnitedKingdom2022-01-012022-12-3108236973ns15:UnitedStates2023-01-012023-12-3108236973ns15:UnitedStates2022-01-012022-12-3108236973ns5:TotalGeographicSegmentsIncludingAnyUnallocatedAmount2023-01-012023-12-3108236973ns5:TotalGeographicSegmentsIncludingAnyUnallocatedAmount2022-01-012022-12-3108236973ns5:OwnedAssets2023-01-012023-12-3108236973ns5:OwnedAssets2022-01-012022-12-3108236973ns5:PatentsTrademarksLicencesConcessionsSimilar2023-01-012023-12-3108236973ns5:PatentsTrademarksLicencesConcessionsSimilar2022-01-012022-12-3108236973ns5:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-01-012023-12-3108236973ns5:DevelopmentCostsCapitalisedDevelopmentExpenditure2022-01-012022-12-3108236973ns5:PatentsTrademarksLicencesConcessionsSimilar2022-12-3108236973ns5:DevelopmentCostsCapitalisedDevelopmentExpenditure2022-12-3108236973ns5:PatentsTrademarksLicencesConcessionsSimilar2023-12-3108236973ns5:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-12-3108236973ns5:PatentsTrademarksLicencesConcessionsSimilar2022-12-3108236973ns5:DevelopmentCostsCapitalisedDevelopmentExpenditure2022-12-3108236973ns5:LeaseholdImprovements2022-12-3108236973ns5:PlantMachinery2022-12-3108236973ns5:MotorVehicles2022-12-3108236973ns5:LeaseholdImprovements2023-01-012023-12-3108236973ns5:PlantMachinery2023-01-012023-12-3108236973ns5:MotorVehicles2023-01-012023-12-3108236973ns5:LeaseholdImprovements2023-12-3108236973ns5:PlantMachinery2023-12-3108236973ns5:MotorVehicles2023-12-3108236973ns5:LeaseholdImprovements2022-12-3108236973ns5:PlantMachinery2022-12-3108236973ns5:MotorVehicles2022-12-3108236973ns5:CurrentFinancialInstrumentsns5:WithinOneYear2023-12-3108236973ns5:CurrentFinancialInstrumentsns5:WithinOneYear2022-12-3108236973ns5:CurrentFinancialInstruments2023-01-012023-12-3108236973ns5:Non-currentFinancialInstruments2023-01-012023-12-3108236973ns5:Non-currentFinancialInstrumentsns5:BetweenOneTwoYears2023-12-3108236973ns5:Non-currentFinancialInstrumentsns5:BetweenOneTwoYears2022-12-3108236973ns5:WithinOneYear2023-12-3108236973ns5:WithinOneYear2022-12-3108236973ns5:BetweenOneFiveYears2023-12-3108236973ns5:BetweenOneFiveYears2022-12-3108236973ns5:AllPeriods2023-12-3108236973ns5:AllPeriods2022-12-3108236973ns5:DeferredTaxation2022-12-3108236973ns5:OtherProvisionsContingentLiabilities2022-12-3108236973ns5:DeferredTaxation2023-01-012023-12-3108236973ns5:OtherProvisionsContingentLiabilities2023-01-012023-12-3108236973ns5:DeferredTaxation2023-12-3108236973ns5:OtherProvisionsContingentLiabilities2023-12-3108236973ns5:RetainedEarningsAccumulatedLosses2022-12-3108236973ns5:SharePremium2022-12-31

REGISTERED NUMBER: 08236973 (England and Wales)














Strategic Report, Report of the Directors and

Audited Financial Statements

for the Year Ended 31st December 2023


for



Passenger Clothing Ltd



Passenger Clothing Ltd (Registered number: 08236973)



Contents of the Financial Statements

for the Year Ended 31st December 2023











Page




Company Information  

1




Strategic Report  

2




Report of the Directors  

4




Report of the Independent Auditors  

6




Income Statement  

10




Other Comprehensive Income  

11




Balance Sheet  

12




Statement of Changes in Equity  

13




Cash Flow Statement  

14




Notes to the Cash Flow Statement  

15




Notes to the Financial Statements

17





Passenger Clothing Ltd



Company Information

for the Year Ended 31st December 2023









DIRECTORS:

J P T Stone


R H Sutcliffe


J Lane


S G Hewitt


Growth Partner II LLP


P Daw







REGISTERED OFFICE:

Forest House


12 Queensway


New Milton


Hampshire


BH25 5NN







REGISTERED NUMBER:

08236973 (England and Wales)







AUDITORS:

Shaw Gibbs (Audit) Limited


Wey Court West


Union Road


Farnham


Surrey


GU9 7PT



Passenger Clothing Ltd (Registered number: 08236973)



Strategic Report

for the Year Ended 31st December 2023



The directors present their strategic report for the year ended 31st December 2023.


REVIEW OF BUSINESS

Passenger is a responsible brand rooted in nature, connection and wellbeing. It designs and delivers sustainable clothing and accessories that help people spend more time pursuing their passions, adventure and meaningful escapism.


Headquartered in the New Forest on the UK south coast but with a global outlook and customer base, the company plants a tree for every order and uses lower footprint materials like recycled cotton, organic cotton, hemp and recycled polyester in 74% of its range.


The financial year to 31 December 2023 represents another period of exceptional growth for the business.


Financial KPIs


2023


2022


2021


2023 % Change



Gross Sales


48,374,416


26,306,717


11,113,980


84%



Turnover


32,521,915


18,232,477


7,694,317


78%



Gross Profit


19,096,416


11,323,534


5,104,072


69%



Gross Profit

Margin


58.72%


62.11%


66.34%


-3.39%



EBITDA


3,227,390


3,266,241


1,052,387


-.0.01%



EBITDA %


9.92%


17,91%


13.68%


-7.99%



Net Assets


6,183,888


3,144,898


1,137,254


97%



Passenger has delivered a very encouraging year with turnover in 2023 growing 78% compared with 2022. The company has continued to deliver against its objectives with EBITDA of £3,227,390 at 31 December 2023. This has been achieved despite significant upfront expense scaling new markets alongside setting up multi-channel and multi-region capabilities to enable future years’ growth.


The net assets position has improved healthily to £6,183,888 at the balance sheet date.


In May 2023, a minority stake in Passenger was acquired by Richard Harpin’s Growth Partner and Steve Hewitt, former CEO of Gymshark. The Passenger team is excited to be partnering with two brilliant business leaders who bring a wealth of knowledge, experience and their global network to help deliver on Passenger’s growth objectives. Steve Hewitt has also joined the board of Directors as non-exec Chair.


PRINCIPAL RISKS AND UNCERTAINTIES

The process of risk acceptance and risk management is addressed through robust internal policies, procedures and controls.


The board manages cash and working capital to ensure the company has the financial strength to meet its

requirements and support the growth of the business as well as manage the impact of the global business

challenges.




Passenger Clothing Ltd (Registered number: 08236973)



Strategic Report

for the Year Ended 31st December 2023


OUTLOOK

Having established strong foundations in the UK with both B2C and B2B channels, Passenger continues to develop its multi-channel strategy by expanding its wholesale business and international markets.


Key international territories include the US, Germany and France where demand has already proven to be very strong directly from consumers and B2B retail partners.


Passenger has invested heavily in its people, platform, product and proposition to ensure it can continue to scale rapidly and deliver against its growth targets in 2024 and beyond. The team has doubled in size, maintained a 50:50 gender mix and attracted further exceptional talent to the business.


Longer term, as the Passenger brand continues to grow from strength to strength internationally, we expect these proactive investments across the business to enable sustained fast growth, whilst also driving increased profitability and EBITDA margin.


Passenger will remain fully committed to its responsible roots with positive impact environmental plans and responsible ranges of clothing and accessories, continuously improving on the use of low impact fabrics, sourcing and transparency in all product categories and across its supply chain and operations. Passenger donated over £150,000 in 2023 to its charity tree planting partners.


POST BALANCE SHEET EVENTS

As the company continued to deliver rapid growth in 2024, Passenger tripled its warehouse capacity in the UK and committed to opening both US and EU distribution centers in 2025 with specialist 3rd Party Logistics companies.


ON BEHALF OF THE BOARD:






J Lane - Director



14th March 2025



Passenger Clothing Ltd (Registered number: 08236973)



Report of the Directors

for the Year Ended 31st December 2023



The directors present their report with the financial statements of the company for the year ended 31st December 2023.  


DIVIDENDS

No dividends will be distributed for the year ended 31st December 2023.


DIRECTORS

The directors shown below have held office during the whole of the period from 1st January 2023 to the date of this report.


J P T Stone

R H Sutcliffe

J Lane


Other changes in directors holding office are as follows:


J A Topham - resigned 5th May 2023

A J Topham - resigned 5th May 2023

J A Worrall - appointed 5th May 2023 - resigned 18th December 2023

S G Hewitt - appointed 5th May 2023

Growth Partner II LLP - appointed 18th December 2023


P Daw was appointed as a director after 31st December 2023 but prior to the date of this report.


STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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), 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 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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.



Passenger Clothing Ltd (Registered number: 08236973)



Report of the Directors

for the Year Ended 31st December 2023



AUDITORS

The auditors,  Shaw Gibbs (Audit) Limited, are deemed to be re-appointed under section 487(2) of the Companies Act 2006.


ON BEHALF OF THE BOARD:






J Lane - Director



14th March 2025


Report of the Independent Auditors to the Members of

Passenger Clothing Ltd



Opinion

We have audited the financial statements of Passenger Clothing Ltd (the 'company') for the year ended 31st December 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, 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 31st December 2023 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.


Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.


In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 the audit:

-

the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-

the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.


Report of the Independent Auditors to the Members of

Passenger Clothing Ltd



Matters on which we are required to report by exception

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 Report of the Directors.


We have nothing to report in respect of the following matters where 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

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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.


Report of the Independent Auditors to the Members of

Passenger Clothing Ltd



Auditors' responsibilities for the audit of the financial statements

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


We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.


We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation.


Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and inspection of legal correspondence. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including  testing  journals  and  evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.


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 Report of the Auditors.


Report of the Independent Auditors to the Members of

Passenger Clothing Ltd



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 a Report of the Auditors 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.





Keely Harvey FCA (Senior Statutory Auditor)

for and on behalf of Shaw Gibbs (Audit) Limited

Wey Court West

Union Road

Farnham

Surrey

GU9 7PT


14th March 2025



Passenger Clothing Ltd (Registered number: 08236973)



Income Statement

for the Year Ended 31st December 2023



2023

2022






Notes

£   

£   

£   

£   



TURNOVER

4

32,521,915


18,232,477




Cost of sales

13,425,499


6,908,943



GROSS PROFIT

19,096,416


11,323,534




Distribution costs

11,471,905


5,767,230



Administrative expenses

5,636,382


2,849,925



17,108,287

8,617,155

OPERATING PROFIT

6

1,988,129


2,706,379




Interest receivable and similar income

3


-



1,988,132


2,706,379




Interest payable and similar expenses

8

249,800


246,438



PROFIT BEFORE TAXATION

1,738,332


2,459,941




Tax on profit

9

1,283,064


  (452,297)



PROFIT FOR THE FINANCIAL YEAR

3,021,396


2,007,644





Passenger Clothing Ltd (Registered number: 08236973)



Other Comprehensive Income

for the Year Ended 31st December 2023



2023


2022






Notes

£   

£   



PROFIT FOR THE YEAR

3,021,396


2,007,644





OTHER COMPREHENSIVE INCOME

-


-



TOTAL COMPREHENSIVE INCOME

FOR THE YEAR

3,021,396


2,007,644





Passenger Clothing Ltd (Registered number: 08236973)



Balance Sheet

31st December 2023



2023

2022



as restated



Notes

£   

£   

£   

£   


FIXED ASSETS

Intangible assets

11

583,846


276,993



Tangible assets

12

277,748


253,026



861,594


530,019




CURRENT ASSETS

Stock

13

8,827,834


8,097,713



Debtors

14

3,605,619


1,566,138



Cash at bank

15

6,490,250


1,347,428



18,923,703


11,011,279



CREDITORS

Amounts falling due within one year

16

(12,142,252)


(7,349,042)



NET CURRENT ASSETS

6,781,451


3,662,237



TOTAL ASSETS LESS CURRENT

LIABILITIES

7,643,045


4,192,256




CREDITORS

Amounts falling due after more than one

year

17

(339,444

)

(405,115

)



PROVISIONS FOR LIABILITIES

20

(1,119,713

)

(642,243

)


NET ASSETS

6,183,888


3,144,898




CAPITAL AND RESERVES

Called up share capital

21

740


615



Share premium

22

425,092


407,623



Retained earnings

22

5,758,056


2,736,660



SHAREHOLDERS' FUNDS

6,183,888


3,144,898




The financial statements were approved by the Board of Directors and authorised for issue on 14th March 2025 and were signed on its behalf by:






J Lane - Director




Passenger Clothing Ltd (Registered number: 08236973)



Statement of Changes in Equity

for the Year Ended 31st December 2023



Called up



share


Retained


Share


Total


capital


earnings


premium


equity

£   

£   

£   

£   


Balance at 1st January 2022

615


729,016


407,623


1,137,254




Changes in equity

Total comprehensive income

-


2,007,644


-


2,007,644



Balance at 31st December 2022

615


2,736,660


407,623


3,144,898




Changes in equity

Issue of share capital

125


-


17,469


17,594



Total comprehensive income

-


3,021,396


-


3,021,396



Balance at 31st December 2023

740


5,758,056


425,092


6,183,888





Passenger Clothing Ltd (Registered number: 08236973)



Cash Flow Statement

for the Year Ended 31st December 2023



2023


2022


as

restated



Notes

£   

£   


Cash flows from operating activities

Cash generated from operations

1

4,996,993


(1,597,357

)


Interest paid

(249,800

)

(246,438

)


Sales returns provision

608,738


359,021



Net cash from operating activities

5,355,931


(1,484,774

)



Cash flows from investing activities

Purchase of intangible fixed assets

(500,469

)

(203,590

)


Purchase of tangible fixed assets

(119,650

)

(168,238

)


Sale of tangible fixed assets

8,024


-



Interest received

3


-



Net cash from investing activities

(612,092

)

(371,828

)



Cash flows from financing activities

New loans in year

4,447,479


3,942,106



Loan repayments in year

(4,066,089

)

(1,194,784

)


Share issue

125


-



Share premium

17,468


-



Net cash from financing activities

398,983


2,747,322




Increase in cash and cash equivalents

5,142,822


890,720



Cash and cash equivalents at

beginning of year

2

1,347,428


456,708




Cash and cash equivalents at end of

year

2

6,490,250


1,347,428





Passenger Clothing Ltd (Registered number: 08236973)



Notes to the Cash Flow Statement

for the Year Ended 31st December 2023



1.

RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM

OPERATIONS



2023


2022


as

restated


£   

£   



Profit before taxation

1,738,332


2,459,941




Depreciation charges

256,721


90,553




Loss on disposal of fixed assets

23,797


-




Finance costs

249,800


246,438




Finance income

(3

)

-



2,268,647


2,796,932




Increase in stock

(730,121

)

(3,199,257

)



Increase in trade and other debtors

(887,683

)

(1,218,692

)



Increase in trade and other creditors

4,346,150


23,660




Cash generated from operations

4,996,993


(1,597,357

)



2.

CASH AND CASH EQUIVALENTS



The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:



Year ended 31st December 2023


31.12.23


1.1.23

£   

£   



Cash and cash equivalents

6,490,250


1,347,428




Year ended 31st December 2022


31.12.22


1.1.22


as restated


£   

£   



Cash and cash equivalents

1,347,428


456,708






Passenger Clothing Ltd (Registered number: 08236973)



Notes to the Cash Flow Statement

for the Year Ended 31st December 2023



3.

ANALYSIS OF CHANGES IN NET DEBT



At 1.1.23

Cash flow

At 31.12.23

£   

£   

£   



Net cash



Cash at bank

1,347,428


5,142,822


6,490,250



1,347,428


5,142,822


6,490,250




Debt


Debts falling due within 1 year

(4,066,089

)

(423,068

)

(4,489,157

)



Debts falling due after 1 year

(349,202

)

41,679


(307,523

)


(4,415,291

)

(381,389

)

(4,796,680

)



Total

(3,067,863

)

4,761,433


1,693,570





Passenger Clothing Ltd (Registered number: 08236973)



Notes to the Financial Statements

for the Year Ended 31st December 2023



1.

STATUTORY INFORMATION



Passenger Clothing Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.


The presentation currency of the financial statements is the Pound Sterling (£).


2.

STATEMENT OF COMPLIANCE



These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.  


3.

ACCOUNTING POLICIES



Basis of preparing the financial statements


The financial statements have been prepared under the historical cost convention.



Turnover


Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes.  Turnover is reduced for estimated customer returns, rebates and other similar allowances.



Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer.



Intangible assets

Intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is calculated so as to write off the cost or valuation of an asset, less its residual value, over their estimated useful lives as follows:

Patents and licences - 10 years on straight line basis
Website development & platform - 3 years on straight line basis

On disposal, the difference between the net disposal proceeds and the carrying amount of the item sold is recognised in profit or loss.


Tangible fixed assets

Tangible fixed assets are carried at cost less accumulated depreciation and accumulated impairment losses.

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

Systems, fixtures & equipment - 25% on reducing balance
Motor vehicles - 25% on reducing balance
Leasehold improvements - 5 years on straight line basis

On disposal, the difference between the net disposal proceeds and the carrying amount of the item sold is recognised in profit or loss.



Passenger Clothing Ltd (Registered number: 08236973)



Notes to the Financial Statements - continued

for the Year Ended 31st December 2023



3.

ACCOUNTING POLICIES - continued



Stocks


Stock are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.



Cost is calculated on a first in, first out basis and includes all costs of purchase, costs of conversion and other costs incurred in bringing the stocks to their present location and condition.



Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and the best estimate, which is an approximation, of the amount that the company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.


Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.


Research and development

Expenditure on research and development is written off in the year in which it is incurred.



Passenger Clothing Ltd (Registered number: 08236973)



Notes to the Financial Statements - continued

for the Year Ended 31st December 2023



3.

ACCOUNTING POLICIES - continued



Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.


Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.


Cash and cash equivalents


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



Impairment of non-financial assets


At each reporting date non-financial assets not carried at fair value, like goodwill and plant, property and equipment, are reviewed to determine whether there is an indication that an asset may be impaired. If there is an indication of possible impairment, the recoverable amount of any asset or group of related assets, which is the higher of value in use and the fair value less cost to sell, is estimated and compared with its carrying amount. If the recoverable amount is lower, the carrying amount of the asset is reduced to its recoverable amount and an impairment loss is recognised immediately in profit or loss.



Stocks are also assessed for impairment at each reporting date. The carrying amount of each item of stock, or group of similar items, is compared with its selling price less costs to complete and sell. If an item of stock or group of similar items is impaired, its carrying amount is reduced to selling price less costs to complete and sell, and an impairment loss is recognised immediately in profit or loss.



If an impairment loss is subsequently reversed, the carrying amount of the asset or group of related assets is increased to the revised estimate of its recoverable amount, but not to exceed the amount that would have been determined had no impairment loss been recognised for the asset or group of related assets in prior periods. A reversal of an impairment loss is recognised immediately in profit or loss.



Provisions


Provisions are recognised when the company has a legal or constructive obligation at the reporting date as a result of a past event, it is probable that the company will be required to settle the obligation and the amount of the obligation can be reliably estimated.



Passenger Clothing Ltd (Registered number: 08236973)



Notes to the Financial Statements - continued

for the Year Ended 31st December 2023



4.

TURNOVER



The turnover and profit before taxation are attributable to the one principal activity of the company.



An analysis of turnover by geographical market is given below:



2023


2022





£   

£   



United Kingdom

22,216,581


13,909,602




United States of America

3,140,269


644,294




Germany

3,503,098


1,494,857




Rest of World

3,661,967


2,183,724



32,521,915


18,232,477




5.

EMPLOYEES AND DIRECTORS


2023


2022





£   

£   



Wages and salaries

1,773,713


1,028,043




Social security costs

186,084


98,684




Other pension costs

35,039


18,949



1,994,836


1,145,676





The average number of employees during the year was as follows:


2023


2022







Directors

4


3




Sales and Trading

8


3




Finance Operations and Admin

15


23




Product and Marketing

17


12



44


41





Passenger Clothing Ltd (Registered number: 08236973)



Notes to the Financial Statements - continued

for the Year Ended 31st December 2023



5.

EMPLOYEES AND DIRECTORS - continued




2023



2022






£  



£  




Director' remuneration


284,583



182,500




Directors' pension contributions to money purchase schemes


3,735



3,279





288,318



185,779





The number of directors to whom retirement benefits were accruing was as follows:



Money purchase schemes


4



3





Information regarding the highest paid director for the year ended 31st December 2023 is as follows:




2023



2022






£  



£  




Emoluments etc


113,333



100,000




Pension contributions to money purchase scheme


1,321



1,321





114,654



101,321




6.

OPERATING PROFIT



The operating profit is stated after charging:



2023


2022





£   

£   



Other operating leases

79,975


120,057




Depreciation - owned assets

63,107


47,118




Loss on disposal of fixed assets

23,797


-




Patents and licences amortisation

6,756


5,062




Website development & platform amortisation

186,860


38,371




Auditors' remuneration

21,000


21,000




Foreign exchange differences

98,685


145,800




7.

EXCEPTIONAL ITEMS


During the year, the company incurred costs in the sum of £958,740 that related to the company restructure and full warehouse move. These costs were considered exceptional as they were of a one-off non recurring nature.



Passenger Clothing Ltd (Registered number: 08236973)



Notes to the Financial Statements - continued

for the Year Ended 31st December 2023



8.

INTEREST PAYABLE AND SIMILAR EXPENSES



2023


2022





£   

£   



Interest paid

241,479


113,094




Other interest payable

8,321


133,344



249,800


246,438




9.

TAXATION



Analysis of the tax (credit)/charge


The tax (credit)/charge on the profit for the year was as follows:


2023


2022





£   

£   



Current tax:


UK corporation tax

-


367,036





Deferred tax

(1,283,064

)

85,261




Tax on profit

(1,283,064

)

452,297





UK corporation tax was charged at 19%) in 2022.



Reconciliation of total tax (credit)/charge included in profit and loss


The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:



2023


2022





£   

£   



Profit before tax

1,738,332


2,459,941




Profit multiplied by the standard rate of corporation tax in the UK of

25% (2022 - 19%)  

434,583


467,389





Effects of:


Expenses not deductible for tax purposes

(19,245

)

28,049




Capital allowances in excess of depreciation

(79,176

)

(70,329

)



R&D tax credits  

-


(58,073

)



Deferred tax  

(1,283,064

)

85,261




EMI loss relief  

(336,162

)

-




Total tax (credit)/charge

(1,283,064

)

452,297




10.

PRIOR YEAR ADJUSTMENT


The comparative figures in these financial statements include a prior year adjustment to redisclose £61,890 from cash at bank to other debtors, in relation to balances held by Klarna. This adjustment does not impact upon profit or reserves for the year ended 31 December 2022.



Passenger Clothing Ltd (Registered number: 08236973)



Notes to the Financial Statements - continued

for the Year Ended 31st December 2023



11.

INTANGIBLE FIXED ASSETS


Patents


Website



and


development



licences


& platform


Totals

£   

£   

£   



COST


At 1st January 2023

51,727


291,211


342,938




Additions

23,927


476,542


500,469




At 31st December 2023

75,654


767,753


843,407




AMORTISATION


At 1st January 2023

8,647


57,298


65,945




Amortisation for year

6,756


186,860


193,616




At 31st December 2023

15,403


244,158


259,561




NET BOOK VALUE


At 31st December 2023

60,251


523,595


583,846




At 31st December 2022

43,080


233,913


276,993




12.

TANGIBLE FIXED ASSETS


Systems,



Leasehold


fixtures


Motor



improvements


& equipment


vehicles


Totals

£   

£   

£   

£   



COST


At 1st January 2023

2,775


306,043


29,495


338,313




Additions

24,176


95,474


-


119,650




Disposals

-


(40,874

)

(19,550

)

(60,424

)



At 31st December 2023

26,951


360,643


9,945


397,539




DEPRECIATION


At 1st January 2023

554


66,356


18,377


85,287




Charge for year

2,761


58,176


2,170


63,107




Eliminated on disposal

-


(12,159

)

(16,444

)

(28,603

)



At 31st December 2023

3,315


112,373


4,103


119,791




NET BOOK VALUE


At 31st December 2023

23,636


248,270


5,842


277,748




At 31st December 2022

2,221


239,687


11,118


253,026





Passenger Clothing Ltd (Registered number: 08236973)



Notes to the Financial Statements - continued

for the Year Ended 31st December 2023



13.

STOCK

2023

2022






£   

£   



Stock in warehouse

7,764,314


7,155,957




Stock in transit

1,063,520


941,756



8,827,834


8,097,713




14.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


2023

2022



as

restated


£   

£   



Trade debtors

249,873


805,347




Other debtors

2,203,948


760,791




Deferred tax asset

1,151,798


-



3,605,619


1,566,138




15.

CASH AT BANK



Included within cash at bank is £1,117,346 (2022: £840,309) which is held with an online payment provider in a ring-fenced account.


16.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


2023

2022






£   

£   



Bank loans and overdrafts (see note 18)

4,489,157


3,260,090




Other loans (see note 18)

-


805,999




Trade creditors

3,871,823


1,749,953




Tax

386,913


386,913




Social security and other taxes

1,158,690


600,190




Other creditors

119,307


64,743




Accruals and deferred income

2,116,362


481,154



12,142,252


7,349,042




The bank has fixed and floating charges over the company’s assets to secure the bank loan and overdraft facilities.



Passenger Clothing Ltd (Registered number: 08236973)



Notes to the Financial Statements - continued

for the Year Ended 31st December 2023



17.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE

YEAR


2023

2022






£   

£   



Bank loans (see note 18)

87,500


137,500




Other loans (see note 18)

220,023


211,702




Accruals and deferred income

31,921


55,913



339,444


405,115




The bank has fixed and floating charges over the company’s assets to secure the bank loan and overdraft facilities.

18.

LOANS



An analysis of the maturity of loans is given below:


2023

2022






£   

£   



Amounts falling due within one year or on demand:


Bank loans

4,489,157


3,260,090




Other loans

-


805,999



4,489,157


4,066,089





Amounts falling due between one and two years:


Bank loans - 1-2 years

87,500


137,500




Other loans - 1-2 years

220,023


211,702



307,523


349,202




19.

LEASING AGREEMENTS



Minimum lease payments under non-cancellable operating leases fall due as follows:

2023

2022






£   

£   



Within one year

82,400


82,400




Between one and five years

32,734


115,134



115,134


197,534





Passenger Clothing Ltd (Registered number: 08236973)



Notes to the Financial Statements - continued

for the Year Ended 31st December 2023



20.

PROVISIONS FOR LIABILITIES

2023

2022






£   

£   



Deferred tax

-


131,266




Sales returns provision

1,119,713


510,977



1,119,713


642,243





Sales



Deferred


returns



tax


provision


£   

£   



Balance at 1st January 2023

131,266


510,977




Credit to Income Statement during year

(1,283,064

)

-




Accelerated capital allowances



Sales returns adjustment

-


608,736




Balance at 31st December 2023

(1,151,798

)

1,119,713




A deferred tax asset has been recognised as the relief generated by the share scheme deductions will be offset against future taxable profits.



Passenger Clothing Ltd (Registered number: 08236973)



Notes to the Financial Statements - continued

for the Year Ended 31st December 2023



21.

CALLED UP SHARE CAPITAL



Share Capital


2023



2022





Number of

shares


Nominal

Value (£

)

Number of

shares


Nominal

Value (£

)



Allotted, called up and fully paid




Ordinary shares at £0.0003125 each




Ordinary


1,386,787


433


1,848,891


578




A Ordinary shares


768,074


240




B Ordinary shares


164,117


51


118,521


37




C Ordinary shares


48,984


15






2,367,962


740


1,967,412


615





In May 2023 options were vested and exercised over 71,075 Ordinary shares and 280,491 B ordinary shares.


Subsequently in May 2023 a total of 768,074 Ordinary and B Ordinary shares were reclassified as A Ordinary shares and 48,984 C Ordinary shares were issued at  par.



Share capital represents the nominal value of shares that have been issued.



Ordinary shares


Ordinary shares have a par value of £0.0003125. Each share is entitled to one vote, on an equal basis and to dividend payments. Other distributions including sharing in the proceeds of the winding up of the company shall be distributed to this class of share in accordance with Clause 8 of the Articles of Association.



A Ordinary shares


A Ordinary shares have a par value of £0.0003125. Each share is entitled to one vote, on an equal basis and to dividend payments. Distributions including sharing in the proceeds of the winding up of the company shall be distributed to this class of share in accordance with Clause 8 of the Articles of Association.



B Ordinary shares


B Ordinary shares have a par value of £0.0003125. This class of shares is not entitled to vote, or to receive dividend payments. Distributions including sharing in the proceeds of the winding up of the company shall be distributed to this class of share in accordance with Clause 8 of the Articles of Association.



C Ordinary shares


C Ordinary shares have a par value of £0.0003125. This class of shares is not entitled to vote, or to receive dividend payments. Distributions including sharing in the proceeds of the winding up of the company shall be distributed to this class of share in accordance with Clause 8 of the Articles of Association.


22.

RESERVES


Retained


Share



earnings


premium


Totals

£   

£   

£   




At 1st January 2023

2,736,660


407,623


3,144,283




Profit for the year

3,021,396


3,021,396




Cash share issue

-


17,469


17,469




At 31st December 2023

5,758,056


425,092


6,183,148





Passenger Clothing Ltd (Registered number: 08236973)



Notes to the Financial Statements - continued

for the Year Ended 31st December 2023



23.

RELATED PARTY DISCLOSURES



On 5th May 2023, S Hewitt was appointed as Non-Exec Chair of the company. On 1st January 2024, P Daw was appointed a director of the company.



Messrs Hewitt and Daw are directors and shareholders of The Whanau Advisory Limited ("Whanau"), a company incorporated in England and Wales.



During the year ended 31st December 2023, advisor fees of £136,667 were charged by Whanau to the company. This excluded fees for S Hewitt as Non-Exec Chair which were paid through the company payroll and are included as part of total Directors Remuneration.



At 31st December 2023 Whanau were owed £29,037 for unpaid fees, which were subsequently settled in January 2024.



The advisor agreement between Whanau and the company ceased on 31st December 2023.



Since 5th May 2023, Growth Partner II LLP are a material shareholder and corporate director of the company.



During the year ended 31st December 2023, advisor fees in total of £49,007 were charged by Growth Partner II LLP to the company and exceptional costs of £450,000 were paid by the company on behalf of  Growth Partner II LLP.



At 31st December 2023 Growth Partner II LLP were owed £58,808 for unpaid fees and £375,000 is included within accruals.



The total remuneration paid to key management personnel including statutory directors during the year was £757,067 (2022: £254,826).



Passenger Clothing Ltd (Registered number: 08236973)



Notes to the Financial Statements - continued

for the Year Ended 31st December 2023



24.

SHARE-BASED PAYMENT TRANSACTIONS


As at 31st December 2023, there were the following EMI Option schemes for the benefit of employees. These options were issued to various employees at no cost to the employee.

EMI Scheme 6th July 2020

Class of shares: B Ordinary of £0.0003125
Number of shares over which options granted: 497,742
Number of option holders: 8
Vesting period: 3 years
Exercise price: £0.05 per share

The exercise price was based on unrestricted market value.
At 31st December 2022 options had been vested and exercised for 118,521 shares.
At 1st January 2023 the number of options outstanding was 379,221.
The options that had been exercised during the year was 351,566.
The options that had expired during the year was nil.
The options that were outstanding at 31st December 2023 was 27,655.
The options that were exercisable at 31st December 2023 was 27,655

At 31st December 2023 a total of 470,087 shares had been vested and options exercised.

EMI Scheme B 23rd December 2022

Class of shares: B Ordinary of £0.0003125
Number of shares over which options granted: 42,000
Number of option holders: 10
Vesting period: Between 3 and 4 years
Exercise price: £1.41 per share

The exercise price was based on unrestricted market value.
At 31st December 2023 no options had been exercised or vested.
At 1st January 2023 the number of options outstanding was 42,000..
The options that had been exercised during the year was nil.
The options that had expired during the year was 1,600.
The options that were outstanding at 31st December 2023 was 40,400.
The options that were exercisable at 31st December 2023 was 11,100.