The directors present the strategic report for the year ended 31 December 2024.

Thom Sweeney is a modern British tailor with stores in London, New York, LA and Miami selling bespoke, made to measure and ready to wear product lines. The Group designs, manufactures and retails menswear predominantly in the United Kingdom and the United States, combining British and Italian craftsmanship with modern sensibility.

The Group delivered revenues of £14.9 million, an increase of 29 per cent on the prior year, reflecting growth across established channels and the successful opening of a new boutique in Los Angeles. Gross profit reached £5.3 million, and an operating loss of £1.04 million was recorded, representing continued investment in people, premises and systems to support future scale. The year also marked the Group’s first full audit and consolidation, strengthening its financial governance and reporting framework.

The Group’s principal risks remain consistent with prior years and include:

• Cyber security – mitigated through multi-factor authentication, back-ups and specialist IT oversight.

• Key-person dependency – addressed by succession planning and insurance.

• Customer and supplier concentration – managed through relationship diversification and regular monitoring.

• Liquidity and funding – overseen through rolling cash-flow forecasting, covenant review and dual-authorisation controls.

• Macroeconomic environment – monitored closely across both UK and US markets.

Management has taken further steps to enhance stock management, reporting and internal processes, reflecting a broader focus on operational discipline and sustainable growth.

The directors remain confident in the strength of the Thom Sweeney brand and its positioning within modern luxury. The focus for the year ahead is on disciplined growth, margin improvement and continued enhancement of the client experience. During 2025 the Group opened a boutique in Miami extending its presence in the US and serving an increasingly international client base. For 2026, plans are under way to relocate the New York store from West Broadway to Madison Avenue, a site better aligned with the brand’s positioning and client profile.

The Group is investor-backed with a strong history of fundraising, in addition, the Group has receivables purchase facilities in place, should it require additional liquidity. The Group has established a formidable market presence and with the strategic changes implemented, it is now able to deliver strong margins and has a solid route to profitability.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company and group continued to be that of the manufacture and sale of apparel.

The results for the year are set out on page 7.

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

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

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

We draw attention to Note 24 in the financial statements concerning the group and parent company's subsequent events.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, 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 UK 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 group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

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

Qualified opinion on financial statements

We have audited the financial statements of Thom Sweeney Retail Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the effects of the matter described in the basis for qualified opinion paragraph, the financial statements:

• give a true and fair view of the state of the group's and the parent company's 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 qualified opinion

We were not appointed as auditor of the company until after 31 December 2024 and thus did not observe the counting of physical inventories at the end of that year, nor the comparable year. We were unable to satisfy ourselves by alternative means concerning the inventory quantities of £4,752,952 held at 31 December 2024 (2023: £4,836,926) including £1,393,657 of aged inventory over 365 days (2023: £986,763) by using other audit procedures. Consequently we were unable to determine whether any adjustment to this amount at 31 December 2024 was necessary or whether there was any consequential effect on the cost of sales for the year ended 31 December 2024.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 going concern basis of accounting in the preparation of the financial statements is appropriate.

We draw attention to note 1.4 in the financial statements concerning the group and parent company's ability to continue as a going concern. This matter is explained in note 1.4 to the financial statements, does not indicate an existence of a material uncertainty which may cast significant doubt about the group and parent company's ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 parent company or to cease operations, or have no realistic alternative but to do so.

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

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

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation.

We identified the greatest risks of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management and revenue recognition. Our audit procedures to respond to management override risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals and reviewing accounting estimates for biases. Our audit procedures to respond to revenue recognition risks included sample testing a sample of income across the year to agree to supporting documentation, and reviewing income received either side of the year end to ensure this has been recognised correctly.

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 auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organised schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.

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

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

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

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £465,538 (Unaudited 2023 - £198,329 loss).

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

Thom Sweeney Retail Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 24c Burlington Street, London, United Kingdom, W1S 3AU.

The group consists of Thom Sweeney Retail Ltd and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

These group and company financial statements for the year ended 31 December 2024 are the first financial statements of Thom Sweeney Retail Ltd and the group prepared in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. The financial statements for the preceding period were prepared in accordance with previous UK GAAP. The date of transition to FRS 102 was 1 January 2023. The reported financial position and financial performance for the previous period are not affected by the transition to FRS 102.

The consolidated group financial statements consist of the financial statements of the parent company Thom Sweeney Retail Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

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 those used by other members of the group.

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.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

In preparing the financial statements, the directors are required to assess the Group's ability to continue to trade as a going concern for the foreseeable future.

The Group increased net revenue by £3.4m year on year and made a loss before tax of £1.2m (2023: £0.3m), £0.8m increase year on year.

At the time of approving the financial statements, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group has significant opportunities within the retail market and aims to extend their US presence to serve an increasingly international client base. The strategy for the Group has been revenue growth and, now having established itself in the UK market, invested in people and premises in the US, and secured funding in September 2025, the Group has a clear path to profitability.

Furthermore, the directors have prepared detailed cash flow forecasts which extends at least 12 months from the date of signing these financial statements. The directors have assessed the potential cash requirement of the Group for the foreseeable future (being twelve months from date of approving these financial statements) and considered and reviewed a range of scenarios. The directors have considered the uncertainty around the macroeconomic market, increased risk in cyber security, loss of key personnel and cash flow concerns. The group have mitigated a number of these uncertainties. Revenue growth and margin improvement means the Group’s cash requirement over the next 12 months is expected to reduce. The Group also has unused receivable purchase facilities in place to accelerate growth in 2025/26. These are secured against the present and future receivables to the purchaser, repayable within 18 months from drawdown. The directors believe that the Group will adhere to the terms of the facilities.

Whilst there remains uncertainty in the macroeconomic environment, the Group considers it has sufficient liquidity and is well placed to continue, with the availability of receivable purchase facilities, in its strategic goal of strengthening the Thom Sweeney brand and its positioning in the modern luxury retail market.

Based on this information, the directors believe that Thom Sweeney Retail Ltd and its subsidiaries has the ability to continue as a going concern for a period of at least 12 months from the date of the signing of these financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is earned through three product categories:
Bespoke goods

Bespoke suits and garments are highly customized, based on tailored patterns and fabrics to customer specifications with no alternative use. Revenue earned from the sale of bespoke goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on delivery/collection), 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. Revenue not meeting these conditions is deferred on the statement of financial position.

Made to measure goods

Made to measure suits and garments are moderately customized, based on standard patterns and fabrics. Revenue earned from the sale of made to measure goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on delivery/collection), 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. Revenue not meeting these conditions is deferred on the statement of financial position.

Ready to wear goods

Ready to wear garments are standardised sizing, stocked inventory. Revenue earned from the sale of ready to wear goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on delivery for online sales, and at the point of sale for in-store), 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. Returns are estimated and accounted for at the time of the sale.

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 separable 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 on the following bases:

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

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

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

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities 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.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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

Management applies judgment in valuing work in progress. The judgment is based on management's knowledge of the manufacturing process and customer specifications. Bespoke work in progress is spread over an estimated average lead time of five months. Made to measure work in progress is spread over an estimated average lead time of six to eight weeks. At each reporting date, work in progress is assessed for the stage of completion in the manufacturing process and adjusted where appropriate.

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

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

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

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

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

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.

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

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

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

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.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

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.

Management applies judgement in recognising deferred income. The judgement is based on management's knowledge of the manufacturing process and customer specifications. Bespoke deferred income is recognised at 33% in month four, and 67% in month five of the production process. Made to measure deferred income is recognised at 83% in month one, and 17% in month two of the production process. At each reporting date, deferred income is assessed for the stage of completion in the manufacturing process and adjusted where appropriate.

Fixed assets are depreciated over their estimated useful economic lives, taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

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

Their aggregate remuneration comprised:

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

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

During the year depreciation of £22,040 (2023: £nil) was charged on assets held under finance leases.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Registered office addresses (all UK company's unless otherwise indicated):

Trade debtors of £91,749 were not correctly included within the trade debtors figure for the year ended 31 December 2023, and have been restated from the other debtors balance in which they were previously reported. This adjustment did not give rise to a change in the result for the prior year or total equity at any point in time.

Bank loans consist of the following:

Loan from HSBC UK BANK PLC under the Coronavirus Business Interruption Loan Scheme (CBILS) which was drawn in July 2020. The loan is secured, carries fixed rate interest of 3.99% per annum plus base rate and is repayable over a 6-year period from when it was drawn. Under the terms of the CBILS, no interest or repayments were payable by the company for the first-year facility and were covered by the government.

Revised trade finance agreement with HSBC UK BANK PLC which was entered in January 2024. The loan is unsecured, carries fixed rate interest of 3.5% per annum plus base rate and is repayable on demand.

Receivables purchase agreement with Shopify Capital Inc which was entered in November 2024. Securing a part of all its present and future receivables to the purchaser for a termination amount of $315,000.

Receivables purchase agreement with Shopify Capital Inc which was entered in May 2024. Securing a part of all its present and future receivables to the purchaser for a termination amount of $410,000.

Receivables purchase agreement with Shopify Capital Inc which was entered in December 2024. Securing a part of all its present and future receivables to the purchaser for a termination amount of £515,000.

Receivables purchase agreement with Shopify Capital Inc which was entered in July 2024. Securing a part of all its present and future receivables to the purchaser for a termination amount of £385,000.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Included within the ordinary share capital are 500 deferred shares of 0.1p each.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

On 31 December 2024, Thom Sweeney Retail Ltd passed a written resolution to redesignate a portion of the majority shareholders’ ordinary shares to preference shares. On 2 February 2025, there was a transfer between shareholders, comprising both existing and new minority shareholders. This did not result in a change in control of the Company, and no adjustment has been made to the financial statements.

On 14 January 2025, the group incorporated two new subsidiaries based in the US. Thom Sweeney USA Inc incorporated as a wholly owned subsidiary of Thom Sweeney Retail Limited registered at The Corporation, C/o Palma Settmi, 7 Sutton Place, Brewster, NY 10509. And Thom Sweeney NYC Inc incorporated as a wholly owned subsidiary of Thom Sweeney USA Inc registered at The Corporation, C/o Palma Settmi, 7 Sutton Place, Brewster, NY 10509.

On 26 February 2025, Thom Sweeney Retail Ltd undertook a reversionary lease for one of the existing UK stores located at 24C Old Burlington Street and Vaults, expiring 23 June 2035.

On 12 March 2025, Thom Sweeney NYC Inc undertook a new lease agreement for a US store located at 761 Madison Avenue, New York expiring 30 September 2036.

On 1 September 2025, Thom Sweeney Retail Ltd entered into a further receivables purchase agreement securing a part of all its present and future receivables to the purchaser for a termination amount of £669,000.

On 12 September 2025, Thom Sweeney Broadway Inc entered into a further receivables purchase agreement securing a part of all its present and future receivables to the purchaser for a termination amount of $640,000.

On 24 September 2025, Thom Sweeney Retail Ltd entered into a revised trade finance agreement increasing the trade facility limits to £1,500,000.

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

Purchases to and from related parties relate to the recharge of administrative fees and remuneration.

The following amounts were outstanding at the reporting end date:

Amounts due from related parties relate to director loan accounts which are interest-bearing at the standard rate of interest, unsecured and is repayable on demand.

Director loans are unsecured, interest bearing at the standard rate of interest, and repayable on demand.