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REGISTERED NUMBER: 03613529 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 DECEMBER 2024

FOR

CARMEL CLOTHING LIMITED

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page |

| Company Information | 1 |

| Group Strategic Report | 2 |

| Report of the Directors | 6 |

| Report of the Independent Auditors | 9 |

| Consolidated Statement of Comprehensive Income | 13 |

| Consolidated Balance Sheet | 14 |

| Company Balance Sheet | 15 |

| Consolidated Statement of Changes in Equity | 16 |

| Company Statement of Changes in Equity | 17 |

| Consolidated Cash Flow Statement | 18 |

| Notes to the Consolidated Cash Flow Statement | 19 |

| Notes to the Consolidated Financial Statements | 20 |

| CARMEL CLOTHING LIMITED |

COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2024

| DIRECTORS: | C P Adshead

| S L Blayne

| D E Edwards

| R Elias

| H Fox

| D Jacobs

| SECRETARY: | R Elias

| REGISTERED OFFICE: | Unit 1, 55-57 Holmes Road

| London

| NW5 3AN

| REGISTERED NUMBER: | 03613529 (England and Wales)

| AUDITORS: | Melinek Fine LLP

| Chartered Accountants

| Statutory Auditors

| First Floor, Winston House

| 349 Regents Park Road

| London

| N3 1DH

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

The principal activity of the company and group continued to be that of a global fashion design and manufacturing brand; providing a supplier solution for retailers world-wide specialising in women, men and children's fashion across all product areas including outerwear, tailoring, softs and jersey.

The consolidated statement of comprehensive income is set out on page 14 and shows the profit for the year.

During the year under review, turnover was $85,105,537 (2023:$78,420,403).

Carmel Clothing is a global design, fashion, and manufacturing brand supplying retailers around the world through a network of international offices. Working closely with customers we engineer and create products through focused design and innovative sourcing.

As a complete one-stop supplier solution we offer key fashion trends against all product divisions within ladies and children's wear areas. A strong track record and financial stability even in the most uncertain times have given our customers and suppliers confidence in aligning themselves with Carmel. We will continue to deliver the perfect supply solution to all our customers

underpinned by key elements:

- Pricing and Sourcing.

- Quality and Control.

- Delivery Solutions.

- Ethics and Compliance.

- Technology Advancements.

The success of the business is based on innovative design and the strength of our long-term relationships with both our customers and our suppliers.

The company has continued to maintain strong control over cost and working capital. During the year the company continued to make use of the vendor financing scheme's offered by a couple of our larger customers.

The directors are pleased with the performance of the company under the current economic conditions. The company has continued to be active in the management of its overheads.

The Board believe the continued focus on product quality and maintaining strong relationships with customers and suppliers will allow the company to take advantage of future opportunities as they arise whilst at the same time maintaining tight control over costs with the continuing economic uncertainty.

The directors are optimistic about 2025, however the business remains mindful and cautious about the UK economy and beyond given the current inflationary pressures.

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

PRINCIPAL RISKS AND UNCERTAINTIES

Financial Risk Management

The board of directors recognise that there is a strategic risk from market disruption within the industry. The proper controls have been established and these are monitored regularly to ensure that we minimise any potential disruption to the business. This includes offering our customers short, medium, and long lead time production from a variety of production bases and diversification of product. We retain the support of our funders to support liquidity and this is supported by advanced cash flow management.

Credit Risk

The company has policies that require the appropriate credit checks on new and existing customers. This is monitored on a monthly basis. Where appropriate a credit insurance policy is put in place and again exposure is monitored formally by the CFO and CEO on a monthly basis. Limits of exposure for each customer are set and must be adhered to by the sales division.

At a local level, a monthly review of the trade receivables' ageing analysis is undertaken and customers' credit is reassessed periodically. Existing customers that become "high risk" as a result of the periodic reassessment are placed on a restricted customer list and future credit sales are made only with approval of the local management, otherwise payment in advance is required. As is increasingly common in the industry, in recent times it's becoming increasingly difficult to find insurance in the sector, at similar levels to prior years.

Foreign Currency Risk

The vast majority of the company's income and expenditure is in USD and this protects the company against currency fluctuations.

Where appropriate currency is hedged forward to again protect against any currency fluctuations.

Liquidity Risk

Liquidity risk arises from the company management of working capital. It is the risk that the company will encounter difficulty in meeting its financial obligations as they fall due.

The Board receives rolling forward projections on a monthly basis as well as information regarding cash balances. At the end of the financial year, these projections indicated that the company expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances.

Price Risk

Expenditure made by the Group is authorised by management prior to it being made in order to ensure that goods and services are obtained at competitive prices.

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

SECTION 172(1) STATEMENT

Statement by the directors in performance of their statutory duties in accordance with s172 (1) Companies Act 2006.

The Directors in line with their duties under s172 of the Companies Act 2006 always act in accordance with a commitment to promote the success of the company. As part of any decision-making process: the long-term impact on key stakeholders which includes our employees in all offices, factories, suppliers, customers, regulators, and funders are fully considered. An understanding of key stakeholder's business environment, goals and challenges are essential to fully analyse the impact of any decision, and this is achieved by engaging directly and strong communication. The Directors also identify principal risks facing the business on an ongoing basis, approaching decision making underpinned by risk management and core values to ensure strong financial results are achieved.

Carmel's Board has a clear framework for managing the business and decision making. When making decisions, each Director ensures that they act in the way they consider, in good faith, that would most likely promote the Company's success.

(a) The likely consequences of any decision in the long-term.

The directors understand the business and the evolving environment in which the company operates. Teams work globally to ensure all factors are considered fully, and any restructuring and system investments are designed to strengthen the company's position and longevity.

(b) The interests of the company's employees.

The directors recognise that the success of the business depends on attracting, retaining, and motivating high quality employees. The directors consider the implications of decisions which may affect their perception as a responsible employer, on determining remuneration and benefits, and on providing a healthy and safe workplace environment. The Carmel Culture is an integral part of the company's success, and this includes training, development, and promotion opportunities for all staff as well as a holistic approach to staff management providing mentoring and support as required. Promotion from within is the first choice and continues to motivate and inspire as well as making good business sense.

(c) The need to foster business relationships with suppliers, customers, and key stakeholders.

The directors seek to promote strong mutually beneficial relationships with customers, factories, suppliers, regulators, and authorities. Such general principles are critical in the delivery of the company's strategy. All directors are involved in the building of key relationships globally and this is overseen by the CEO and forms part of monthly/quarterly board updates. This includes meetings at director level with all partners on a regular basis as well as strong local relationships facilitated by the presence of Carmel Senior Managers at our international offices.

(d) The impact of the company's operations on the community and the environment.

The company is committed to understanding the interests of these stakeholder groups. The directors receive information on these topics on a periodic basis to provide relevant information for specific board decisions. We also ensure that all our global offices primarily employ local staff. This includes working with local organisations to promote ethical and sustainable trading. Carmel set up its own charity 'The Carmel Foundation' which was launched in 2019 as part of its commitment to impact the community positively.

(e) The desirability of the company maintaining a reputation for high standards of business conduct.

The directors recognise the importance of acting in ways which promote high standards of business conduct both within and outside the office. The board annually reviews and approves clear operating frameworks for conduct, and this is highlighted in a Carmel Staff.

Manual and Code of Conduct. This applies to conduct within the business and in relationship to conduct with key stakeholders of the business including factories, suppliers, and financial partners.

(f) The need to act fairly as between members of the company

The directors aim to act fairly between the company's members when delivering the company's strategy and board decisions are made at arm's length. This is reviewed when we set our annual strategy at the beginning of each year at Board Level and is overseen by the CEO and CFO on an ongoing basis.

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

KEY PERFORMANCE INDICATORS

The Directors believe that by continuing to focus on strong customer and supplier relationships and by continuing to put a high emphasis on design and product development, the business should be able to maintain its position within the tailoring, outerwear, jersey and soft separates markets.

The business continues to invest in IT to facilitate the focus of cutting edge design and improved working practices. In the opinion of the directors, trading volumes and profitability are key success factors, and so they consider turnover and gross profit, operating profit and shareholders funds to be the business KPIs and set out below:

Financial indicators: |  |

| 2024 |  | 2023 |

| $'000 |  | $'000 |

Turnover |  | 85,105 |  | 78,420 |

Gross profit |  | 12,961 |  | 10,892 |

Non-financial indicators:

Average number of employees - 2024:151 2023:160

The continued efforts and support of the experienced and dedicated team of employees has ensured that the group has continued to invest in its market leading range of products.

ON BEHALF OF THE BOARD:

H Fox - Director

4 November 2025

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of The principal activity of the company and group continued to be that of a global fashion design and manufacturing brand; providing a supplier solution for retailers world-wide specialising in women, men and children's fashion across all product areas including outerwear, tailoring, softs and jersey.

Branches

Carmel's foreign branches are listed as follows:

- Carmel Clothing Limited - Vietnam Representative Office (Vietnam)

- Carmel Clothing Limited - (Liaison Office) (Sri Lanka)

- Carmel Clothing Limited - Reprezentanta (Romania)

- Carmel Clothing Limited - (Bangladesh)

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 was $600,000 (2023 - $653,233).

FUTURE DEVELOPMENTS

Our future plans for the business will see an expansion of commodity types and production options, as well as working with new customers and new divisions within existing customers.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

C P Adshead

S L Blayne

D E Edwards

R Elias

D Jacobs

Other changes in directors holding office are as follows:

H Fox - appointed 11 December 2024

E Marlow - resigned 11 December 2024

CHARITABLE DONATIONS AND EXPENDITURE

During the year, the company made total charitable donations of $52,975 (2023:$46,473)

STAKEHOLDERS’ RELATIONSHIP

The director's engagement with customers, factories, suppliers, the regulators and authorities are critical in the delivery of the company's strategy. All directors are involved in building key relationships globally and this is overseen by the CEO and forms part of monthly/quarterly board updates. See the s172 statement in the Strategic Report for further detail.

ENGAGEMENT WITH EMPLOYEES

Employment of disabled persons

The company is committed to a policy of recruitment and promotion on the basis of aptitude and ability without discrimination of any kind. Particular attention is given to the training and promotion of disabled employees to ensure that their career development is not unfairly restricted by their disability, or perceptions of it.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

COMMUNITIES AND ENVIRONMENT

We recognise that our decisions can have a wider impact on the communities we operate in, both locally and nationally, our working practices and policies consider environmental, social and economic factors in order to make a positive contribution to the community. The partners within our local businesses are involved with their local communities, whether that be through sponsorship, fundraising events and supporting local initiatives.

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2024

STATEMENT OF CORPORATE GOVERNANCE ARRANGEMENTS

Due to the nature and size of the company the directors fulfil their duties by utilising a governance framework and they delegate the day-to-day decision making to operation managers, whilst maintaining the overall control of the processes and procedures the company operates.

STREAMLINED ENERGY AND CARBON REPORTING

Carmel Clothing Limited is committed to the Energy Savings Opportunities Scheme that applies to large undertakings as defined by the Companies Act 2006. The energy consumption reports the energy and carbon consumption for Carmel Clothing Limited at the two operational sites, 55-57 Holmes Road, London NW5 3AN and 61-63 Holmes Road, London, NW5 3AN

Energy Consumption.

Total energy consumption per fuel type for the reporting period is set out as follows:

Energy Consumption |  | Metric |  | 2024 |  | 2023 |  |

Electricity |  | kWh/year |  | 87,002 |  | 89,886 |  |

Petrol |  | Miles |  | 1,486 |  | - |  |

Total Consumption |  | kWh/year |  | 88,488 |  | 89,886 |  |

Emissions: |  |

Electricity |  | tCO2e/year |  | 18.00 |  | 18.60 |  |

Petrol |  | tCO2e/year |  | 0.40 |  | - |  |

Total Emissions |  | tCO2e/year |  | 18.40 |  | 18.60 |  |

Building Areas |  | GIA m2 |  | 833 |  | 833 |  |

Turnover |  | $m |  | 50 |  | 40 |  |

Intensity Ratio 1 |  | Building tCO2e/m2/year |  | 0.022 |  | 0.022 |  |

Intensity Ratio 2 |  | tCO2e/$m turnover |  | 0.368 |  | 0.465 |  |

Methodology

Data used in calculating Energy Consumption includes summary data, electricity meter readings and utility bills. All fuel conversions to kWh and CO2 emissions data have been calculated in line with the 2013 UK Government environmental reporting guidance using the UK Government's greenhouse gas conversion factors for company reporting for the relevant period.

Intensity Measurement Ratio

The two ratios have been selected for inclusion and these are tonnes/CO2 by Building Gross Internal Area (m2) and tonnes/CO2 by turnover for UK operations ($m).

The above information has been prepared by the third party UP energy Limited.

Measures taken to improve efficiency

The company has made efforts to become more environmentally conscious by promoting the use of efficient technologies and and introducing measures such as:

- Upgrading lighting to LED and fitting light sensors in the premises.

- Upgrading PCs to more energy efficient laptops.

- Lighting upgrades where necessary.

- Increased availability and encouraged use of video conferencing.

- Reduced travel costs by reducing number of face to face meetings with clients and suppliers.

DISCLOSURE IN THE STRATEGIC REPORT

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of its financial risk management objectives and policies.

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- | select suitable accounting policies and then apply them consistently;

- | make judgements and accounting estimates that are reasonable and prudent;

- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Melinek Fine LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

H Fox - Director

4 November 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

CARMEL CLOTHING LIMITED

Opinion

We have audited the financial statements of Carmel Clothing Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 31 December 2024 and of the group's loss for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group 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

CARMEL CLOTHING LIMITED

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- | the parent company financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page eight, 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

CARMEL CLOTHING LIMITED

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our: general commercial and sector experience; through verbal and written communications with those charged with governance and other management; and via inspection of the group's regulatory and legal correspondence.

We discussed with those charged with governance and other management the policies and procedures regarding compliance with laws and regulations.

We communicated identified laws and regulations to our team and remained alert to any indicators of non-compliance throughout the audit, we also specifically considered where and how fraud may occur within the group.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the group is subject to laws and regulations that directly affect the financial statements, including: the group's constitution, relevant financial reporting standards; company law; tax legislation and distributable profits legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly the group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on the amounts or disclosures in the financial statements, for instance through the imposition of fines and penalties, or through losses arising from litigation. We identified the following areas as those most likely to have such an affect: employment legislation; health and safety legislation; trade legislation; data protection legislation; anti-bribery and corruption legislation.

International Standards on Auditing (UK) limit the required procedures to identify non-compliance with these laws and regulations to the procedures, and no procedures over and above those already noted are required. These limited procedures did not identify any actual or suspected non-compliance with laws and regulations that could have a material impact on the financial statements.

In relation to fraud, we performed the following specific procedures in addition to those already noted:

-Challenging assumptions made by management in its significant accounting estimates.

-Identifying and testing journal entries during the period and post balance sheet date, in particular any entries posted with unusual nominal ledger account combinations, journal entries crediting cash or any revenue account, journal entries posted by senior management.

-Performing analytical procedures to identify unexpected movements in account balances which may be indicative of fraud;

-Ensuring that testing undertaken on both the performance statement and the Balance Sheet includes a number of items selected on a random basis.

These procedures did not identify any actual or suspected fraudulent irregularity that could have a material impact on the financial statements.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with International Auditing Standards (UK). For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the procedures that we are required to undertake would identify it. In addition, as with any audit, there remains a high risk of non-detection of irregularities, as these might involve collusion, forgery, intentional omissions, misrepresentation, or the override of internal controls. We are not responsible for preventing non-compliance with laws and regulations or fraud, and cannot be expected to detect non-compliance with all laws and regulations or every incidence of fraud.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

CARMEL CLOTHING LIMITED

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.

Other Matters

Carmel Clothing Limited is currently subject to an inquiry by HM Revenue and Customs into its taxation affairs. The inquiry has advanced, but has yet to be concluded. However, the company is satisfied that sufficient provision has been made in the financial statements to cover all and any Corporation Tax, interest and Penalties that may be due. In line with our responsibilities under ISA (UK) and the Companies Act 2006, we have considered the potential implications of this inquiry as part of our audit procedures. These included reviewing relevant correspondence, obtaining representations from the directors and assessing whether the matter gave rise to a reportable concern or impacted the financial statements.

At the time of this report, the inquiry is not concluded. We have not modified our opinion on the financial statements.

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.

Daniel Fine (Senior Statutory Auditor)

for and on behalf of Melinek Fine LLP

Chartered Accountants

Statutory Auditors

First Floor, Winston House

349 Regents Park Road

London

N3 1DH

4 November 2025

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

CONSOLIDATED

STATEMENT OF COMPREHENSIVE

INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

| 2024 |  | 2023

| Notes | $ | $ |

TURNOVER | 4 | 85,105,537 |  | 78,420,403 |  |

Cost of sales | 72,144,415 |  | 67,528,270 |  |

GROSS PROFIT | 12,961,122 |  | 10,892,133 |  |

Administrative expenses | 14,222,838 |  | 8,510,757 |  |

(1,261,716 | ) | 2,381,376 |  |

Other operating income | 5 | 159,264 |  | 10,870 |  |

OPERATING (LOSS)/PROFIT | 7 | (1,102,452 | ) | 2,392,246 |  |

Interest receivable and similar income | 97,486 |  | 70,368 |  |

(1,004,966 | ) | 2,462,614 |  |

Gain/loss on revaluation of tangible assets | (432,672 | ) | - |  |

(1,437,638 | ) | 2,462,614 |  |

Interest payable and similar expenses | 8 | 1,910,486 |  | 1,856,611 |  |

(LOSS)/PROFIT BEFORE TAXATION | (3,348,124 | ) | 606,003 |  |

Tax on (loss)/profit | 9 | (35,415 | ) | 184,051 |  |

(LOSS)/PROFIT FOR THE FINANCIAL YEAR | (3,312,709 | ) | 421,952 |  |

OTHER COMPREHENSIVE LOSS |

Fair value movements | (2,541,169 | ) | - |  |

Currency translation differences | - |  | (54,635 | ) |

Income tax relating to components of other comprehensive loss | - |  | - |  |

OTHER COMPREHENSIVE LOSS FOR THE YEAR, NET OF INCOME TAX | (2,541,169 | ) | (54,635 | ) |

TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR | (5,853,878 | ) | 367,317 |  |

(Loss)/profit attributable to:

Owners of the parent | (3,312,709 | ) | 421,952 |  |

Total comprehensive (loss)/income attributable to:

Owners of the parent | (5,853,878 | ) | 367,317 |  |

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

CONSOLIDATED BALANCE SHEET

31 DECEMBER 2024

| 2024 | 2023 |

| Notes | $ | $ | $ | $ |

FIXED ASSETS

Intangible assets | 12 | 1,039,234 |  | - |  |

Tangible assets | 13 | 9,429,384 |  | 13,229,424 |  |

Investments | 14 | - |  | - |  |

10,468,618 |  | 13,229,424 |  |

CURRENT ASSETS

Stocks | 15 | 31,896,322 |  | 26,820,718 |  |

Debtors | 16 | 16,442,642 |  | 18,063,570 |  |

Cash at bank and in hand | 838,659 |  | 847,512 |  |

49,177,623 |  | 45,731,800 |  |

CREDITORS

Amounts falling due within one year | 17 | 45,938,500 |  | 37,149,607 |  |

NET CURRENT ASSETS | 3,239,123 |  | 8,582,193 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 13,707,741 |  | 21,811,617 |  |

CREDITORS

Amounts falling due after more than one year | 18 | - |  | (781,250 | ) |

PROVISIONS FOR LIABILITIES | 21 | - |  | (868,748 | ) |

NET ASSETS | 13,707,741 |  | 20,161,619 |  |

CAPITAL AND RESERVES

Called up share capital | 22 | 2,729,800 |  | 2,729,800 |  |

Revaluation reserve | - |  | 2,541,169 |  |

Profit and loss account | 10,977,941 |  | 14,890,650 |  |

SHAREHOLDERS' FUNDS | 13,707,741 |  | 20,161,619 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 4 November 2025 and were signed on its behalf by:

H Fox - Director

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

COMPANY BALANCE SHEET

31 DECEMBER 2024

| 2024 | 2023 |

| Notes | $ | $ | $ | $ |

FIXED ASSETS

Intangible assets | 12 | - |  | - |  |

Tangible assets | 13 | 9,400,478 |  | 13,217,306 |  |

Investments | 14 | 942,648 |  | 123 |  |

10,343,126 |  | 13,217,429 |  |

CURRENT ASSETS

Stocks | 15 | 14,750,298 |  | 13,382,502 |  |

Debtors | 16 | 16,051,685 |  | 15,911,174 |  |

Cash at bank and in hand | 779,225 |  | 795,660 |  |

31,581,208 |  | 30,089,336 |  |

CREDITORS

Amounts falling due within one year | 17 | 29,582,894 |  | 22,760,277 |  |

NET CURRENT ASSETS | 1,998,314 |  | 7,329,059 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 12,341,440 |  | 20,546,488 |  |

CREDITORS

Amounts falling due after more than one year | 18 | - |  | (781,250 | ) |

PROVISIONS FOR LIABILITIES | 21 | - |  | (868,748 | ) |

NET ASSETS | 12,341,440 |  | 18,896,490 |  |

CAPITAL AND RESERVES

Called up share capital | 22 | 2,729,800 |  | 2,729,800 |  |

Revaluation reserve | - |  | 2,541,169 |  |

Profit and loss account | 9,611,640 |  | 13,625,521 |  |

SHAREHOLDERS' FUNDS | 12,341,440 |  | 18,896,490 |  |

Company's (loss)/profit for the financial year | (3,413,881 | ) | 451,701 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 4 November 2025 and were signed on its behalf by:

H Fox - Director

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

| Called up |  | Profit |

| share |  | and loss |  | Revaluation |  | Total

| capital |  | account |  | reserve |  | equity

$ | $ | $ | $ |

Balance at 1 January 2023 | 2,729,800 |  | 15,176,566 |  | 2,541,169 |  | 20,447,535 |  |

Changes in equity

Dividends | - |  | (653,233 | ) | - |  | (653,233 | ) |

Total comprehensive income | - |  | 367,317 |  | - |  | 367,317 |  |

Balance at 31 December 2023 | 2,729,800 |  | 14,890,650 |  | 2,541,169 |  | 20,161,619 |  |

Changes in equity

Dividends | - |  | (600,000 | ) | - |  | (600,000 | ) |

Total comprehensive loss | - |  | (3,312,709 | ) | (2,541,169 | ) | (5,853,878 | ) |

Balance at 31 December 2024 | 2,729,800 |  | 10,977,941 |  | - |  | 13,707,741 |  |

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

| Called up |  | Profit |

| share |  | and loss |  | Revaluation |  | Total

| capital |  | account |  | reserve |  | equity

$ | $ | $ | $ |

Balance at 1 January 2023 | 2,729,800 |  | 13,827,053 |  | 2,541,169 |  | 19,098,022 |  |

Changes in equity

Dividends | - |  | (653,233 | ) | - |  | (653,233 | ) |

Total comprehensive income | - |  | 451,701 |  | - |  | 451,701 |  |

Balance at 31 December 2023 | 2,729,800 |  | 13,625,521 |  | 2,541,169 |  | 18,896,490 |  |

Changes in equity

Dividends | - |  | (600,000 | ) | - |  | (600,000 | ) |

Total comprehensive loss | - |  | (3,413,881 | ) | (2,541,169 | ) | (5,955,050 | ) |

Balance at 31 December 2024 | 2,729,800 |  | 9,611,640 |  | - |  | 12,341,440 |  |

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

| 2024 |  | 2023

| Notes | $ | $ |

Cash flows from operating activities

Cash generated from operations | 1 | 4,495,268 |  | 3,078,046 |  |

Interest paid | (1,910,486 | ) | (1,856,611 | ) |

Income tax refunded | - |  | 436,169 |  |

Tax paid | (111,820 | ) | - |  |

Net cash from operating activities | 2,472,962 |  | 1,657,604 |  |

Cash flows from investing activities

Purchase of intangible fixed assets | (1,039,234 | ) | - |  |

Purchase of tangible fixed assets | (160,003 | ) | (165,430 | ) |

Interest received | 97,486 |  | 70,368 |  |

Net cash from investing activities | (1,101,751 | ) | (95,062 | ) |

Cash flows from financing activities

Loan repayments in year | (780,657 | ) | (1,447,723 | ) |

Equity dividends paid | (600,000 | ) | (653,233 | ) |

Net cash from financing activities | (1,380,657 | ) | (2,100,956 | ) |

Decrease in cash and cash equivalents | (9,446 | ) | (538,414 | ) |

Cash and cash equivalents at beginning of year | 2 | 847,512 |  | 1,440,561 |  |

Effect of foreign exchange rate changes | - |  | (54,635 | ) |

Cash and cash equivalents at end of year | 2 | 838,066 |  | 847,512 |  |

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

1. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| 2024 |  | 2023

$ | $ |

| (Loss)/profit before taxation | (3,348,124 | ) | 606,003 |  |

| Depreciation charges | 117,454 |  | 138,990 |  |

| Loss on revaluation of fixed assets | 432,672 |  | - |  |

| Finance costs | 1,910,486 |  | 1,856,611 |  |

| Finance income | (97,486 | ) | (70,368 | ) |

(984,998 | ) | 2,531,236 |  |

| (Increase)/decrease in stocks | (5,075,604 | ) | 5,868,415 |  |

| Decrease/(increase) in trade and other debtors | 509,632 |  | (5,421,503 | ) |

| Increase in trade and other creditors | 10,046,238 |  | 99,898 |  |

| Cash generated from operations | 4,495,268 |  | 3,078,046 |  |

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 31 December 2024

| 31.12.24 |  | 1.1.24

$ | $ |

| Cash and cash equivalents | 838,659 |  | 847,512 |  |

| Bank overdrafts | (593 | ) | - |  |

838,066 |  | 847,512 |  |

| Year ended 31 December 2023

| 31.12.23 |  | 1.1.23

$ | $ |

| Cash and cash equivalents | 847,512 |  | 1,440,561 |  |

3. | ANALYSIS OF CHANGES IN NET DEBT

| At 1.1.24 | Cash flow | At 31.12.24

$ | $ | $ |

| Net cash |

| Cash at bank and in hand | 847,512 |  | (8,853 | ) | 838,659 |  |

| Bank overdrafts | - |  | (593 | ) | (593 | ) |

847,512 |  | (9,446 | ) | 838,066 |  |

| Debt

| Debts falling due within 1 year | (781,250 | ) | - |  | (781,250 | ) |

| Debts falling due after 1 year | (781,250 | ) | 781,250 |  | - |  |

(1,562,500 | ) | 781,250 |  | (781,250 | ) |

| Total | (714,988 | ) | 771,804 |  | 56,816 |  |

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1. | STATUTORY INFORMATION

| Carmel Clothing Limited 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 General Information page.

| The principal place of business is Unit 1, 55 - 57 Holmes Road, London NW5 3AN.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| 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. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

| The financial statements are prepared in U.S dollar, which is the functional currency of the company.

| Monetary amounts in these financial statements are rounded to the nearest $.

| Going concern

| The Board of Directors have reviewed and assessed the group as a going concern both in terms of funding, performance, and forward orders.

| While the current global economic climate continues to present challenges, during 2024 the Carmel group continued to maximise opportunities with existing and new customers; as well as the introduction of new divisions and product types to secure business levels going forward.

| A risk management framework continues to feature at the core the group's business strategy, and this is reflected by a range of customers, suppliers, and production sources. A positive and strong presence continues in each production base, and manifests in continued support from factories throughout a successful global production base. A focus on efficiency, IT development and continued management and control of overheads ensures optimum results.

| The group remains supported by its lenders and financial partners both currently and for future growth. The group is in a strong position to secure future business and maximise opportunities.

| The directors are therefore confident that the group can continue as a going concern for a period of at least twelve months from the date of approval of these financial statements.

| Basis of consolidation

| The consolidated group financial statements consist of the financial statements of the parent company Carmel Clothing Limited together with the entity controlled by the parent company (its subsidiaries).

| All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the parent.

| All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

| The subsidiary is consolidated in the group's financial statements from the date that control commences until the date that control ceases.

| The following exemptions available under FRS 102 in respect of certain disclosures for the Company financial statements have been applied:

| - No separate Company cash flow statement with related notes is included.

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Turnover

| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

| Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

| Goodwill

| Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to a have a finite useful life and is amortised on a systematic basis over its expected life, which is 3 years.

| Intangible assets

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

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

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

| Software 25% straight line

| Amortisation charges are included within administrative expenses on the consolidated statement of comprehensive income.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Plant and machinery | - | 25% on reducing balance

| Fixtures and fittings | - | 25% on reducing balance

| Leasehold land and buildings are shown at the most recent valuation. The surplus or deficit on revaluation is recognised in profit or loss. The Group annually then transfers out of the profit and loss account to the revaluation reserve, the net gain or loss, inclusive of the movement in deferred tax to ensure the unrealised profits are separately shown in the statement of financial position.

| The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

| An annual transfer is made between the revaluation reserve and profit and loss reserve representing the excess depreciation arriving on revalued assets.

| Fixed asset investments

| In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Stocks

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

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

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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.

| Foreign currencies

| Transactions in currencies other than U.S. dollar are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss. Gains and losses as a result of a change in presentational currency are recognised in other operating income.

| Operating lease commitments

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

| Pension costs and other post-retirement benefits

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

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Financial instruments

| The group has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

| Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

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

| Basic financial assets

| Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

| Impairment of financial assets

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

| Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

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

| Derecognition of financial assets

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

| Classification of financial liabilities

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

| Basic financial liabilities

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

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

| Derecognition of financial liabilities

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

| Equity instruments

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

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Holiday pay provisions

| A liability is recognised to the extent of any unused holiday pay entitlement which has accrued at the balance sheet date and carried forward to future periods.This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

| Dividends

| Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual meeting.

3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

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

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

| Critical judgements

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

| Recoverability of other debtors

| Included within other debtors is a balance of $271,248 (2023: $1,263,096) due to the group from a company controlled by the directors. The directors have assessed the recoverability of this balance based on the trading results and forecasts and deem that the amount is fully recoverable on the basis that the brand is in the early stages of development and the expectation that the company will become more profitable in the future.

| Key sources of estimation uncertainty

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

| Valuation of long leasehold properties

| Determining the fair value of the company's long leasehold properties involves an element of estimation. The directors manage the resulting estimation uncertainty by reviewing values on a property on a property by property basis and referring to available market evidence, including rental yields and realised sales values for similar properties. Independent valuers are involved on a regular basis to ensure the value of the properties are materially correct. Currently the leasehold properties are valued at $9,048,118 (2023:$12,800,333).

| Stock impairment and provisions

| Stock are stated at lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Net realisable value includes, where necessary, provisions for slow moving and obsolete stocks. Calculation of these provisions require judgements to be made, which include forecasting consumer demand, competitive and economic environment and stock loss trends.

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

4. | TURNOVER

| The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the group.

| An analysis of turnover by geographical market is given below:

| 2024 |  | 2023

$ | $ |

| United Kingdom | 40,128,247 |  | 30,872,297 |  |

| Europe | 35,432,123 |  | 36,665,579 |  |

| Rest of the World | 9,545,167 |  | 10,882,527 |  |

85,105,537 |  | 78,420,403 |  |

5. | OTHER OPERATING INCOME

| 2024 |  | 2023

$ | $ |

| Rents received | 11,134 |  | 10,870 |  |

| Management charges | 148,130 |  | - |  |

159,264 |  | 10,870 |  |

| Other operating income represents management fee income which is recognised on accruals basis and is based on cost incurred providing services.

| Income from operating lease is recognised on accruals basis and according to rental agreements.

6. | EMPLOYEES AND DIRECTORS

| 2024 |  | 2023

$ | $ |

| Wages and salaries | 9,381,896 |  | 5,259,519 |  |

| Social security costs | 901,508 |  | 397,459 |  |

| Other pension costs | 57,278 |  | 49,244 |  |

10,340,682 |  | 5,706,222 |  |

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

| 2024 |  | 2023

| Senior Management | 18 |  | 16 |  |

| Sales | 13 |  | 13 |  |

| Design, Technical and Production | 110 |  | 123 |  |

| Finance | 10 |  | 8 |  |

151 |  | 160 |  |

| Key management personnel compensation

| Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company.The Company regards the directors as its key management personnel.

| 2024 |  | 2023

$ | $ |

| Directors' remuneration | 4,705,789 |  | 1,263,598 |  |

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

6. | EMPLOYEES AND DIRECTORS - continued

| Information regarding the highest paid director is as follows:

| 2024 |  | 2023

$ | $ |

| Emoluments etc | 2,135,276 |  | 271,066 |  |

| Included in Other pension costs is $3,276 (2023:$3,276) of employer pension contribution for the directors.

| During the year retirement benefits were accruing to 2 directors (2023:2) in respect of defined contribution pension schemes.

| The value of the company's contribution paid to a defined contribution pension scheme in respect of the highest paid director amounted to $Nil (2023:$Nil).

7. | OPERATING (LOSS)/PROFIT

| The operating loss (2023 - operating profit) is stated after charging/(crediting):

| 2024 |  | 2023

$ | $ |

| Depreciation - owned assets | 117,454 |  | 138,990 |  |

| Foreign exchange differences | 188,302 |  | (147,406 | ) |

| Operating lease charges | 279,895 |  | 282,292 |  |

| Auditor's remuneration - Audit of the financial statements of the group company | 80,000 |  | 82,758 |  |

| Auditor's remuneration - All other non audit services | - |  | 3,000 |  |

8. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2024 |  | 2023

$ | $ |

| Bank loan interest | 103,183 |  | 228,611 |  |

| Other loan interest payable | 1,717,572 |  | 1,436,227 |  |

| Interest payable | 89,731 |  | 191,773 |  |

1,910,486 |  | 1,856,611 |  |

9. | TAXATION

| Analysis of the tax (credit)/charge

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

| 2024 |  | 2023

$ | $ |

| Current tax:

| UK corporation tax | 7,708 |  | 184,051 |  |

| Prior year adjustment | (43,123 | ) | - |  |

| Tax on (loss)/profit | (35,415 | ) | 184,051 |  |

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

9. | TAXATION - continued

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

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

| 2024 |  | 2023

$ | $ |

| (Loss)/profit before tax | (3,348,124 | ) | 606,003 |  |

| (Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 23.520 %) | (837,031 | ) | 142,532 |  |

| Effects of:

| Expenses not deductible for tax purposes | 113,844 |  | 25,665 |  |

| Capital allowances in excess of depreciation | - |  | (93,072 | ) |

| Depreciation in excess of capital allowances | 14,306 |  | - |  |

| Depreciation on assets not qualifying for tax allowance | - |  | 32,690 |  |

| Other adjustment | (43,123 | ) | 76,236 |  |

| Loss carry forward | 716,589 |  | - |  |

| Total tax (credit)/charge | (35,415 | ) | 184,051 |  |

| Tax effects relating to effects of other comprehensive income |

| 2024 |

| Gross |  | Tax |  | Net |

$ | $ | $ |

| Fair value movements | (2,541,169 | ) | - |  | (2,541,169 | ) |

| Currency translation differences

(2,541,169 | ) | - |  | (2,541,169 | ) |

| 2023 |

| Gross |  | Tax |  | Net |

$ | $ | $ |

| Currency translation differences | (54,635 | ) | - |  | (54,635 | ) |

10. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.

11. | DIVIDENDS

| 2024 |  | 2023

$ | $ |

| C Ordinary shares shares of 0.01p each

| Final | 600,000 |  | 653,233 |  |

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

12. | INTANGIBLE FIXED ASSETS

| Group

| Computer |

| Goodwill |  | software |  | Totals

$ | $ | $ |

| COST

| At 1 January 2024 | - |  | 552,954 |  | 552,954 |  |

| Additions | 1,031,010 |  | 8,224 |  | 1,039,234 |  |

| At 31 December 2024 | 1,031,010 |  | 561,178 |  | 1,592,188 |  |

| AMORTISATION

| At 1 January 2024

| and 31 December 2024 | - |  | 552,954 |  | 552,954 |  |

| NET BOOK VALUE

| At 31 December 2024 | 1,031,010 |  | 8,224 |  | 1,039,234 |  |

| At 31 December 2023 | - |  | - |  | - |  |

| Company

| Computer

| software

$ |

| COST

| At 1 January 2024

| and 31 December 2024 | 552,954 |  |

| AMORTISATION

| At 1 January 2024

| and 31 December 2024 | 552,954 |  |

| NET BOOK VALUE

| At 31 December 2024 | - |  |

| At 31 December 2023 | - |  |

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

13. | TANGIBLE FIXED ASSETS

| Group

| Fixtures |

| Long |  | Plant and |  | and |

| leasehold |  | machinery |  | fittings |  | Totals

$ | $ | $ | $ |

| COST OR VALUATION

| At 1 January 2024 | 12,800,333 |  | 1,397,184 |  | 865,096 |  | 15,062,613 |  |

| Additions | 90,374 |  | 17,196 |  | 52,433 |  | 160,003 |  |

| Revaluations | (3,842,589 | ) | - |  | - |  | (3,842,589 | ) |

| At 31 December 2024 | 9,048,118 |  | 1,414,380 |  | 917,529 |  | 11,380,027 |  |

| DEPRECIATION

| At 1 January 2024 | - |  | 1,026,941 |  | 806,248 |  | 1,833,189 |  |

| Charge for year | - |  | 93,250 |  | 24,204 |  | 117,454 |  |

| At 31 December 2024 | - |  | 1,120,191 |  | 830,452 |  | 1,950,643 |  |

| NET BOOK VALUE

| At 31 December 2024 | 9,048,118 |  | 294,189 |  | 87,077 |  | 9,429,384 |  |

| At 31 December 2023 | 12,800,333 |  | 370,243 |  | 58,848 |  | 13,229,424 |  |

| Leasehold property at Holmes Road, London NW5 3AN, and the property in Vietnam were revalued at February 2025 by respective independent valuers not connected to the company. The valuation was undertaken on the basis of market value, conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties. The directors have considered the valuation of the properties as of 24 February 2025 and do not consider the valuation to materially differ to values of the properties at 31 December 2024.

| Leasehold land and buildings are carried at valuation. If land and buildings were measured using the cost model, the carrying amounts would have been approximately $10,330,051 (2023: $9,362,667).

| Cost or valuation at 31 December 2024 is represented by:

| Fixtures |

| Long |  | Plant and |  | and |

| leasehold |  | machinery |  | fittings |  | Totals

$ | $ | $ | $ |

| Valuation in 2014 | 2,019,946 |  | - |  | - |  | 2,019,946 |  |

| Valuation in 2018 | 1,438,132 |  | - |  | - |  | 1,438,132 |  |

| Valuation in 2022 | (987,796 | ) | - |  | - |  | (987,796 | ) |

| Valuation in 2024 | (3,752,215 | ) | - |  | - |  | (3,752,215 | ) |

| Cost | 10,330,051 |  | 1,414,380 |  | 917,529 |  | 12,661,960 |  |

9,048,118 |  | 1,414,380 |  | 917,529 |  | 11,380,027 |  |

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

13. | TANGIBLE FIXED ASSETS - continued

| Company

| Fixtures |

| Long |  | Plant and |  | and |

| leasehold |  | machinery |  | fittings |  | Totals

$ | $ | $ | $ |

| COST OR VALUATION

| At 1 January 2024 | 12,800,333 |  | 1,397,184 |  | 852,978 |  | 15,050,495 |  |

| Additions | 90,374 |  | 2,757 |  | 50,084 |  | 143,215 |  |

| Revaluations | (3,842,589 | ) | - |  | - |  | (3,842,589 | ) |

| At 31 December 2024 | 9,048,118 |  | 1,399,941 |  | 903,062 |  | 11,351,121 |  |

| DEPRECIATION

| At 1 January 2024 | - |  | 1,026,941 |  | 806,248 |  | 1,833,189 |  |

| Charge for year | - |  | 93,250 |  | 24,204 |  | 117,454 |  |

| At 31 December 2024 | - |  | 1,120,191 |  | 830,452 |  | 1,950,643 |  |

| NET BOOK VALUE

| At 31 December 2024 | 9,048,118 |  | 279,750 |  | 72,610 |  | 9,400,478 |  |

| At 31 December 2023 | 12,800,333 |  | 370,243 |  | 46,730 |  | 13,217,306 |  |

| Leasehold property at Holmes Road, London NW5 3AN, and the property in Vietnam were revalued as at 24 February 2025 by respective independent valuers not connected to the company. The valuation was undertaken on the basis of market value, conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties. The directors have considered the valuation of the properties as of 24 February 2025 and do not consider the valuation to materially differ to that at 31 December 2024.

| Leasehold land and buildings are carried at valuation. If land and buildings were measured using the cost model, the carrying amounts would have been approximately $10,330,051 (2023: $9,362,667).

| Cost or valuation at 31 December 2024 is represented by:

| Fixtures |

| Long |  | Plant and |  | and |

| leasehold |  | machinery |  | fittings |  | Totals

$ | $ | $ | $ |

| Valuation in 2014 | 2,019,946 |  | - |  | - |  | 2,019,946 |  |

| Valuation in 2018 | 1,438,132 |  | - |  | - |  | 1,438,132 |  |

| Valuation in 2022 | (987,796 | ) | - |  | - |  | (987,796 | ) |

| Valuation in 2024 | (3,752,215 | ) | - |  | - |  | (3,752,215 | ) |

| Cost | 10,330,051 |  | 1,399,941 |  | 903,062 |  | 12,633,054 |  |

9,048,118 |  | 1,399,941 |  | 903,062 |  | 11,351,121 |  |

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

14. | FIXED ASSET INVESTMENTS

| Company

| Unlisted

| investments

$ |

| COST

| At 1 January 2024 | 123 |  |

| Additions | 942,525 |  |

| At 31 December 2024 | 942,648 |  |

| NET BOOK VALUE

| At 31 December 2024 | 942,648 |  |

| At 31 December 2023 | 123 |  |

| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

| Subsidiaries

| Carmel Clothing Europe Limited

| Registered office: Office No. 320 Ormond Building, 31-36 Ormond, Quay Upper Dublin 7, Republic of Ireland

| Nature of business: Global fashion design and manufacturing

| %

| Class of shares: | holding |

| Ordinary shares | 100.00 |

| Carmel Brands Limited

| Registered office: Unit 1 55 Holmes Road, London, England, NW5 3AN

| Nature of business: Fashion Retail

| %

| Class of shares: | holding |

| Ordinary shares | 100.00 |

15. | STOCKS

| Group |  | Company |

2024 | 2023 | 2024 | 2023 |

$ | $ | $ | $ |

| Raw materials | 2,470,945 |  | 3,370,274 |  | 1,612,769 |  | 1,919,092 |  |

| Work-in-progress | 13,756,371 |  | 9,933,963 |  | 6,762,985 |  | 4,905,055 |  |

| Finished goods | 15,669,006 |  | 13,516,481 |  | 6,374,544 |  | 6,558,355 |  |

31,896,322 |  | 26,820,718 |  | 14,750,298 |  | 13,382,502 |  |

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

16. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2024 | 2023 | 2024 | 2023 |

$ | $ | $ | $ |

| Trade debtors | 15,395,387 |  | 12,672,063 |  | 9,408,820 |  | 6,302,762 |  |

| Amounts owed by group undertakings | - |  | - |  | 6,069,832 |  | 4,682,923 |  |

| Other debtors | 932,350 |  | 4,098,001 |  | 490,285 |  | 3,663,500 |  |

| Corporation tax recoverable | - |  | 1,111,296 |  | - |  | 1,111,296 |  |

| Prepayments and accrued income | 114,905 |  | 182,210 |  | 82,748 |  | 150,693 |  |

16,442,642 |  | 18,063,570 |  | 16,051,685 |  | 15,911,174 |  |

| Included within other debtors is $Nil (2023: $2,783,330) relating to overdrawn directors' current account.

17. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2024 | 2023 | 2024 | 2023 |

$ | $ | $ | $ |

| Bank loans and overdrafts (see note 19) | 781,843 |  | 781,250 |  | 781,843 |  | 781,250 |  |

| Trade creditors | 23,811,338 |  | 17,947,302 |  | 12,378,420 |  | 7,632,392 |  |

| Corporation tax payable | 1,755,806 |  | 3,014,337 |  | 1,749,057 |  | 3,014,337 |  |

| Social security and other taxes | 1,030,571 |  | 436,646 |  | 1,030,194 |  | 432,737 |  |

| Other creditors | 18,369,432 |  | 14,865,562 |  | 13,478,870 |  | 10,815,051 |  |

| Accruals and deferred income | 189,510 |  | 104,510 |  | 164,510 |  | 84,510 |  |

45,938,500 |  | 37,149,607 |  | 29,582,894 |  | 22,760,277 |  |

| Other creditors includes an amount of $18,260,013 (2023: $14,850,108), due in respect of debtors and stock discounting agreements. These balances are secured by a fixed and floating charge over the leasehold property held at Holmes Road, London, NW5 3AN. The company is not permitted to pledge these assets as security for other borrowings or sell them to another entity.

18. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| Group |  | Company |

2024 | 2023 | 2024 | 2023 |

$ | $ | $ | $ |

| Bank loans (see note 19) | - |  | 781,250 |  | - |  | 781,250 |  |

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

19. | LOANS

| An analysis of the maturity of loans is given below:

| Group |  | Company |

2024 | 2023 | 2024 | 2023 |

$ | $ | $ | $ |

| Amounts falling due within one year or on | demand: |

| Bank overdrafts | 593 |  | - |  | 593 |  | - |  |

| Bank loans | 781,250 |  | 781,250 |  | 781,250 |  | 781,250 |  |

781,843 |  | 781,250 |  | 781,843 |  | 781,250 |  |

| Amounts falling due between one and two | years: |

| Bank loans - 1-2 years | - |  | 781,250 |  | - |  | 781,250 |  |

| Bank loans bear interest at 4.75% and 4.15% plus the Bank of England base rate for each of the respective loans and have respective repayment dates of 31 October 2025.

| The long-term loans are secured by a fixed and floating charge over the leasehold property held at Holmes Road, London, NW5 3AN. The company is not permitted to pledge these assets as security for other borrowings or sell them to another entity.

20. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Group

| Non-cancellable |

| operating leases |

2024 | 2023 |

$ | $ |

| Within one year | 161,033 |  | 161,033 |  |

| Between one and five years | 226,374 |  | 387,407 |  |

387,407 |  | 548,440 |  |

| Company

| Non-cancellable |

| operating leases |

2024 | 2023 |

$ | $ |

| Within one year | 161,033 |  | 161,033 |  |

| Between one and five years | 226,374 |  | 387,407 |  |

387,407 |  | 548,440 |  |

21. | PROVISIONS FOR LIABILITIES

| Group |  | Company |

2024 | 2023 | 2024 | 2023 |

$ | $ | $ | $ |

| Deferred tax | - |  | 868,748 |  | - |  | 868,748 |  |

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

21. | PROVISIONS FOR LIABILITIES - continued

| Group

| Deferred |

| tax |

$ |

| Balance at 1 January 2024 | 868,748 |  |

| Utilised during year | (868,748 | ) |

| Balance at 31 December 2024 | - |  |

| Company

| Deferred |

| tax |

$ |

| Balance at 1 January 2024 | 868,748 |  |

| Utilised during year | (868,748 | ) |

| Balance at 31 December 2024 | - |  |

22. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2024 | 2023 |

| value: | $ | $ |

| 200 | A Preference shares | 0.01p | - |  | - |  |

| 99,000 | B Ordinary shares | 0.01p | 14 |  | 14 |  |

| 19,999,990 | C Ordinary shares | 0.01p | 2,729,786 |  | 2,729,786 |  |

2,729,800 |  | 2,729,800 |  |

| Ordinary B and C shares rank pari passu in terms of dividends and voting rights. A preference shares do not carry any voting rights.

23. | PENSION COMMITMENTS

| Defined contribution pension plan

| The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to $57,278 (2023: $49,244). Contributions totalling $22,657 (2023:$19,375) were payable to the fund at the reporting date and are included in creditors.

24. | CONTINGENT LIABILITIES

| During the year ended 31 December 2023, HM Revenue and customs opened inquiry into the taxation affairs of Carmel Clothing Limited.

| The inquiry has advanced, but has yet to be concluded. However, the Company is satisfied that sufficient provision has been made in the accounts to cover all and any Corporation Tax, interest and Penalties that may be due.

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

25. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

| Group and company

| During the year, loans were advanced to the group totalling $314,764 (2023 - $97,512) from directors. During the year, expenses were paid on behalf of Directors of $547,201 (2023 - $991,681) and dividends totalling $600,000 (2023 - $653,233) were paid in the year in respect of shares held by the company's directors. As at the year end 31 December 2024, three of the directors were owed $40,911 (2023 - $2,783,331 owed to the group). Interest of $84,368 (2023 - $70,368) was charged to the directors in respect of Directors' overdrawn loan account balances.

26. | RELATED PARTY DISCLOSURES

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

| Group and company

| Group

| During the year, the group made $19,605,538 ($15,739,683) of purchases from Carmel Fast Track Limited, a company controlled by the directors. During the year, the group received management charge income of $148,130 (2023: $123,552) for provision of support and services to Carmel Fast Track Limited. As at 31 December 2024, the group was owed $687,552 (2023 - $803,560) by Carmel Fast Track Limited, the balance is included in other debtors.

| Company

| During the year, the company made $10,905,485 (2023 - $9,885,477) of purchases from Carmel Fast Track Limited, a company controlled by the directors. During the year, the company received management charge income of $148,130 (2023: $123,552) for provision of support and services to Carmel Fast Track Limited. As at 31 December 2024, the company was owed $271,248 (2023 - $386,994) by Carmel Fast Track Limited, the balance is included in other debtors.

27. | ULTIMATE CONTROLLING PARTY

| The Directors reasonably believe there is no ultimate controlling party.

| CARMEL CLOTHING LIMITED (REGISTERED NUMBER: 03613529) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

28. | ACQUISITION

| On 31 December 2024, Carmel Clothing Limited acquired 100% of the issued share capital of Carmel Brands Limited for the total cash consideration of $942,525. The valuation of the share capital of Carmel Brands Limited was carried out by an independent professional.

| The fair values of the assets and liabilities acquired are set out below:

|  | Fair values and book values |  |  |

| $ |  |

| Intangible fixed assets |  | 8,224 |  |

| Tangible fixed assets |  | 16,788 |  |

| Stocks |  | 56,382 |  |

| Debtors |  | 11,565 |  |

| Cash |  | 17,165 |  |

| Creditors |  | (198,609 | ) |

| Net assets/l(liabilities) |  | (88,485 | ) |

| Cash consideration |  | 942,525 |  |

| Goodwill |  | 1,031,010 |  |

| There were no differences between the fair value of the assets and liabilities acquired and their book values at the date of acquisition.

| In its last financial statements year to 29 February 2024, Carmel Brands Limited made profit for the financial year of $128,457. For the period from 1 March 2024 to 31 December 2024 Carmel Brands Limited made a profit for the financial period of $110,255.

29. | EVENTS AFTER THE REPORTING DATE

| In May 2025, the immediate parent company of Carmel Clothing Limited became Carmel Clothing Holdings Limited a company incorporated in England and Wales.