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REGISTERED NUMBER: 08236973 (England and Wales)

| Strategic Report, Report of the Directors and |

| Audited Financial Statements |

| for the Year Ended 31st December 2024 |

| for |

| Passenger Clothing L td |

| Passenger Clothing Ltd (Registered number: 08236973) |

Contents of the Financial Statements

for the Year Ended 31st December 2024

Page |

| Company Information | 1 |

| Strategic Report | 2 |

| Report of the Directors | 4 |

| Report of the Independent Auditors | 6 |

| Income Statement | 9 |

| Other Comprehensive Income | 10 |

| Balance Sheet | 11 |

| Statement of Changes in Equity | 12 |

| Cash Flow Statement | 13 |

| Notes to the Cash Flow Statement | 14 |

| Notes to the Financial Statements | 16 |

| Passenger Clothing Ltd |

Company Information

for the Year Ended 31st December 2024

| DIRECTORS: | J P T Stone

| R H Sutcliffe

| J Lane

| S G Hewitt

| Growth Partner II LLP P Daw (resigned 24 April 2025)

| REGISTERED OFFICE: | Forest House

| 12 Queensway

| New Milton

| Hampshire

| BH25 5NN

| REGISTERED NUMBER: | 08236973 (England and Wales)

| AUDITORS: | Shaw Gibbs (Audit) Limited

| Wey Court West

| Union Road

| Farnham

| Surrey

| GU9 7PT

| Passenger Clothing Ltd (Registered number: 08236973) |

Strategic Report

for the Year Ended 31st December 2024

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

REVIEW OF BUSINESS

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

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

Despite the challenging consumer backdrop, the financial year to 31 December 2024 represents another period of exceptional growth for the business, whilst also improving the service and offer to the customer, and strong recognition in the Passenger brand name.

With the business growing robustly in the UK and accelerating fastest in the US with Europe also showing strong growth, Gross Revenue increased to £87M, and Net Revenue (after sales tax and returns) increased to £59M, +77% on the prior year. Gross margins increased by 323bps, delivering over 87% gross profit growth year on year.

The business continued its investment in developing strong foundations for the future, entering new channels and markets whilst maintaining its objective of improving EBITDA. Adjusted EBITDA increased 22% year on year to £4.6m, with the removal of one-off duty and import costs incurred setting up in the EU.

Passenger remains committed to its responsible roots with positive impact environmental plans and responsible ranges of clothing and accessories, continuously improving on the use of low impact fabrics, sourcing and transparency in all product categories and across its supply chain and operations.

Passenger donated over £365,000 in cash to its charity partners in 2024 alone. This takes its cash donations in the last 3 years to £580,000.

The net assets position has improved healthily to £6,767,622 at the balance sheet date.

Financial KPIs |  | 2024 |  | 2023 |  | 2022 |  | 2024 % Change |

Gross Sales |  | 87,273,183 |  | 48,374,594 |  | 26,306,717 |  | 80.41% |

Turnover |  | 58,788,491 |  | 33,192,065 |  | 18,555,296 |  | 77.12% |

Gross Profit |  | 36,910,301 |  | 19,766,566 |  | 11,403,852 |  | 86.73% |

Gross Profit Margin |  | 62.78% |  | 59.55% |  | 61.46% |  | 3.23% |

Reported EBITDA |  | 2,610,979 |  | 3,227,390 |  | 3,683,233 |  | -19.10% |

EBITDA % |  | 4.44% |  | 9.72% |  | 19.85% |  | -5.28% |

Adjusted EBITDA* |  | 4,601,958 |  | 3,781,348 |  |  | 21.70% |

Adjusted EBITDA % |  | 7.83% |  | 11.39% |  |

Net Assets |  | 6,767,622 |  | 6,183,888 |  | 3,144,898 |  | 9.44% |

*Adjusted EBITDA adds back incremental duties incurred due to a temporary fulfilment structure whilst the business transitioned into a direct EU import model in 2025.

| Passenger Clothing Ltd (Registered number: 08236973) |

Strategic Report

for the Year Ended 31st December 2024

PRINCIPAL RISKS AND UNCERTAINTIES

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

The board manages cash and working capital to ensure the company has the financial strength to meet its requirements and support the growth of the business as well as manage the impact of the global business challenges.

OUTLOOK

Having established strong foundations in the UK with both direct-to-consumer and wholesale channels, Passenger continues to develop its multi-channel strategy by both growing internationally and expanding its wholesale business. The optimal timing for Passenger owned stores is still being assessed. Key territories include Germany, France, Belgium and The Netherlands, where demand has already proven to be very strong directly from consumers and B2B retail partners.

Passenger has invested heavily in its people, platform, product and proposition to ensure it can continue to scale rapidly and deliver against its growth targets in 2025 and beyond. The team has doubled in size, maintained a 50:50 gender mix and attracted further exceptional talent to the business.

Longer term, as the Passenger brand continues to grow from strength to strength, we expect these proactive investments across the business to enable sustained growth, whilst also driving increased profitability as the business leverages its fixed cost base.

POST BALANCE SHEET EVENTS

As the company continues to grow in 2025, Passenger opened up a EU distribution centre in 2025 with a specialist 3rd Party Logistics company.

ON BEHALF OF THE BOARD:

J Lane - Director

18th March 2026

| Passenger Clothing Ltd (Registered number: 08236973) |

Report of the Directors

for the Year Ended 31st December 2024

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

DIVIDENDS

No dividends will be distributed for the year ended 31st December 2024.

DIRECTORS

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

J P T Stone

R H Sutcliffe

J Lane

S G Hewitt

Growth Partner II LLP

Other changes in directors holding office are as follows:

P Daw - appointed 1st January 2024

P Daw ceased to be a director after 31st December 2024 but prior to the date of this report.

DONATIONS

During the year, charitable donations in the sum of £365,441 were made by the company.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

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

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

| Passenger Clothing Ltd (Registered number: 08236973) |

Report of the Directors

for the Year Ended 31st December 2024

AUDITORS

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

ON BEHALF OF THE BOARD:

J Lane - Director

18th March 2026

Report of the Independent Auditors to the Members of

Passenger Clothing Ltd

Opinion

We have audited the financial statements of Passenger Clothing Ltd (the 'company') for the year ended 31st December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- | give a true and fair view of the state of the company's affairs as at 31st December 2024 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Report of the Independent Auditors to the Members of

Passenger Clothing Ltd

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of

Passenger Clothing Ltd

Auditors' responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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

We focussed on laws and regulations which could give rise to a material misstatement in the financial

statements, including, but not limited to, the Companies Act 2006 and UK tax legislation.

Our tests included agreeing the financial statement disclosures to underlying supporting documentation,

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

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

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

Keely Harvey FCA (Senior Statutory Auditor)

for and on behalf of Shaw Gibbs (Audit) Limited

Wey Court West

Union Road

Farnham

Surrey

GU9 7PT

18th March 2026

| Passenger Clothing Ltd (Registered number: 08236973) |

Income Statement

for the Year Ended 31st December 2024

| 2024 | 2023 |

| as restated |

| Notes | £ | £ | £ | £ |

TURNOVER | 4 | 58,788,491 |  | 33,192,065 |  |

Cost of sales | 21,878,190 |  | 13,425,499 |  |

GROSS PROFIT | 36,910,301 |  | 19,766,566 |  |

Distribution costs | 25,322,391 |  | 12,142,055 |  |

Administrative expenses | 10,258,678 |  | 5,636,382 |  |

|  |  | 35,581,069 |  |  |  |  | 17,778,437 |  |

OPERATING PROFIT | 6 | 1,329,232 |  | 1,988,129 |  |

Interest receivable and similar income | 2 |  | 3 |  |

1,329,234 |  | 1,988,132 |  |

Interest payable and similar expenses | 8 | 512,790 |  | 249,800 |  |

PROFIT BEFORE TAXATION | 816,444 |  | 1,738,332 |  |

Tax on profit | 9 | 234,708 |  | (1,283,064 | ) |

PROFIT FOR THE FINANCIAL YEAR | 581,736 |  | 3,021,396 |  |

| Passenger Clothing Ltd (Registered number: 08236973) |

Other Comprehensive Income

for the Year Ended 31st December 2024

| 2024 |  | 2023

| Notes | £ | £ |

PROFIT FOR THE YEAR | 581,736 |  | 3,021,396 |  |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 581,736 |  | 3,021,396 |  |

| Passenger Clothing Ltd (Registered number: 08236973) |

Balance Sheet

31st December 2024

| 2024 | 2023 |

| as restated |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 11 | 964,125 |  | 583,846 |  |

Tangible assets | 12 | 575,472 |  | 277,748 |  |

Investments | 13 | 760 |  | - |  |

1,540,357 |  | 861,594 |  |

CURRENT ASSETS

Stock | 14 | 18,087,433 |  | 8,827,834 |  |

Debtors | 15 | 4,220,706 |  | 3,605,619 |  |

Cash at bank | 16 | 10,082,355 |  | 6,490,250 |  |

32,390,494 |  | 18,923,703 |  |

CREDITORS

Amounts falling due within one year | 17 | 27,125,729 |  | 13,261,965 |  |

NET CURRENT ASSETS | 5,264,765 |  | 5,661,738 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 6,805,122 |  | 6,523,332 |  |

CREDITORS

Amounts falling due after more than one year | 18 | 37,500 |  | 339,444 |  |

NET ASSETS | 6,767,622 |  | 6,183,888 |  |

CAPITAL AND RESERVES

Called up share capital | 22 | 740 |  | 740 |  |

Share premium | 23 | 427,090 |  | 425,092 |  |

Retained earnings | 23 | 6,339,792 |  | 5,758,056 |  |

SHAREHOLDERS' FUNDS | 6,767,622 |  | 6,183,888 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 18th March 2026 and were signed on its behalf by:

J Lane - Director

| Passenger Clothing Ltd (Registered number: 08236973) |

Statement of Changes in Equity

for the Year Ended 31st December 2024

| Called up |

| share |  | Retained |  | Share |  | Total

| capital |  | earnings |  | premium |  | equity

£ | £ | £ | £ |

Balance at 1st January 2023 | 615 |  | 2,736,660 |  | 407,623 |  | 3,144,898 |  |

Changes in equity

Issue of share capital | 125 |  | - |  | 17,469 |  | 17,594 |  |

Total comprehensive income | - |  | 3,021,396 |  | - |  | 3,021,396 |  |

Balance at 31st December 2023 | 740 |  | 5,758,056 |  | 425,092 |  | 6,183,888 |  |

Changes in equity

Issue of share capital | - |  | - |  | 1,998 |  | 1,998 |  |

Total comprehensive income | - |  | 581,736 |  | - |  | 581,736 |  |

Balance at 31st December 2024 | 740 |  | 6,339,792 |  | 427,090 |  | 6,767,622 |  |

| Passenger Clothing Ltd (Registered number: 08236973) |

Cash Flow Statement

for the Year Ended 31st December 2024

| 2024 |  | 2023

| as restated |

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | (3,742,614 | ) |  |  |

Interest paid | (497,859 | ) | (249,800 | ) |

Tax paid | (386,913 | ) | - |  |

Net cash from operating activities | (4,627,386 | ) | 5,355,931 |  |

Cash flows from investing activities

Purchase of intangible fixed assets | (710,062 | ) | (500,469 | ) |

Purchase of tangible fixed assets | (456,394 | ) | (119,650 | ) |

Purchase of fixed asset investments | (760 | ) | - |  |

Sale of tangible fixed assets | - |  | 8,024 |  |

Interest received | 2 |  | 3 |  |

Net cash from investing activities | (1,167,214 | ) | (612,092 | ) |

Cash flows from financing activities

New loans in year | 21,804,760 |  | 4,447,479 |  |

Loan repayments in year | (12,217,503 | ) | (4,066,089 | ) |

Group undertaking loan | (202,550 | ) | - |  |

Share issue | - |  | 125 |  |

Share premium | 1,998 |  | 17,468 |  |

Net cash from financing activities | 9,386,705 |  | 398,983 |  |

Increase in cash and cash equivalents | 3,592,105 |  | 5,142,822 |  |

Cash and cash equivalents at beginning of year | 2 | 6,490,250 |  | 1,347,428 |  |

Cash and cash equivalents at end of year | 2 | 10,082,355 |  | 6,490,250 |  |

| Passenger Clothing Ltd (Registered number: 08236973) |

Notes to the Cash Flow Statement

for the Year Ended 31st December 2024

1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| 2024 |  | 2023

| as restated |

£ | £ |

| Profit before taxation | 816,444 |  | 1,738,332 |  |

| Depreciation charges | 424,314 |  | 256,721 |  |

| Loss on disposal of fixed assets | 64,138 |  | 23,797 |  |

| Finance costs | 512,790 |  | 249,800 |  |

| Finance income | (2 | ) | (3 | ) |

1,817,684 |  | 2,268,647 |  |

| Increase in stock | (9,259,599 | ) | (730,121 | ) |

| Increase in trade and other debtors | (647,245 | ) | (887,683 | ) |

| Increase in trade and other creditors | 4,346,546 |  | 4,954,888 |  |

| Cash generated from operations | (3,742,614 | ) | 5,605,731 |  |

2. | CASH AND CASH EQUIVALENTS

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

| Year ended 31st December 2024

| 31.12.24 |  | 1.1.24

£ | £ |

| Cash and cash equivalents | 10,082,355 |  | 6,490,250 |  |

| Year ended 31st December 2023

| 31.12.23 |  | 1.1.23

£ | £ |

| Cash and cash equivalents | 6,490,250 |  | 1,347,428 |  |

| Passenger Clothing Ltd (Registered number: 08236973) |

Notes to the Cash Flow Statement

for the Year Ended 31st December 2024

3. | ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

| At 1.1.24 | Cash flow | At 31.12.24

£ | £ | £ |

| Net cash |

| Cash at bank | 6,490,250 |  | 3,592,105 |  | 10,082,355 |  |

6,490,250 |  | 3,592,105 |  | 10,082,355 |  |

| Debt

| Debts falling due within 1 year | (4,489,157 | ) | (9,857,279 | ) | (14,346,436 | ) |

| Debts falling due after 1 year | (307,523 | ) | 270,023 |  | (37,500 | ) |

(4,796,680 | ) | (9,587,256 | ) | (14,383,936 | ) |

| Total | 1,693,570 |  | (5,995,151 | ) | (4,301,581 | ) |

| Passenger Clothing Ltd (Registered number: 08236973) |

Notes to the Financial Statements

for the Year Ended 31st December 2024

1. | STATUTORY INFORMATION

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

| The presentation currency of the financial statements is the Pound Sterling (£) and rounded to the nearest £.

2. | STATEMENT OF COMPLIANCE

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

3. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

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

| Preparation of consolidated financial statements

| The financial statements contain information about Passenger Clothing Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The subsidiary undertaking, Passenger US LLC, did not trade during the year so is immaterial to the Group.

| Accounting judgements and key sources of estimation uncertainty

| The sales returns provision has been calculated using the company data to identify all sales that were made on or before the year end date but returned post year end.

| The staff costs in relation to those staff who work on both software development and maintenance work has been allocated based on a fair estimation of the actual time spent by the relevant staff.

| Turnover

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

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

| Intangible assets

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

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

| Patents and licences - 10 years on straight line basis

| Website development & platform - 3 years on straight line basis

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

| Passenger Clothing Ltd (Registered number: 08236973) |

Notes to the Financial Statements - continued

for the Year Ended 31st December 2024

3. | ACCOUNTING POLICIES - continued

| Tangible fixed assets

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

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

| Systems, fixtures & equipment - 25% on reducing balance

| Motor vehicles - 25% on reducing balance

| Leasehold improvements - 5 years on straight line basis

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

| Investments in subsidiaries

| Investments in subsidiary undertakings are recognised at cost.

| Stocks

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

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

| Financial instruments

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

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

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

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

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

| Passenger Clothing Ltd (Registered number: 08236973) |

Notes to the Financial Statements - continued

for the Year Ended 31st December 2024

3. | ACCOUNTING POLICIES - continued

| Taxation

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

| Current or deferred taxation assets and liabilities are not discounted.

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

| Deferred tax

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

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

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

| Research and development

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

| Foreign currencies

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

| Pension costs and other post-retirement benefits

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

| Cash and cash equivalents

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

| Passenger Clothing Ltd (Registered number: 08236973) |

Notes to the Financial Statements - continued

for the Year Ended 31st December 2024

3. | ACCOUNTING POLICIES - continued

| Impairment of non-financial assets

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

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

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

| Provisions

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

4. | TURNOVER

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

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

| 2024 |  | 2023

| as restated |

£ | £ |

| United Kingdom | 36,145,833 |  | 22,216,581 |  |

| United States of America | 4,947,985 |  | 3,140,269 |  |

| Germany | 9,091,412 |  | 3,503,098 |  |

| Rest of World | 8,603,261 |  | 4,332,117 |  |

58,788,491 |  | 33,192,065 |  |

5. | EMPLOYEES AND DIRECTORS

| 2024 |  | 2023

£ | £ |

| Wages and salaries | 3,934,042 |  | 1,773,713 |  |

| Social security costs | 375,650 |  | 186,084 |  |

| Other pension costs | 104,627 |  | 35,039 |  |

4,414,319 |  | 1,994,836 |  |

| Passenger Clothing Ltd (Registered number: 08236973) |

Notes to the Financial Statements - continued

for the Year Ended 31st December 2024

5. | EMPLOYEES AND DIRECTORS - continued

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

| 2024 |  | 2023

| Directors | 5 |  | 4 |  |

| Sales and Trading | 16 |  | 8 |  |

| Finance Operations and Admin | 27 |  | 15 |  |

| Product and Marketing | 38 |  | 17 |  |

86 |  | 44 |  |

| 2024 |  | 2023

£ | £ |

| Directors' remuneration | 525,000 |  | 284,583 |  |

| Directors' pension contributions to money purchase schemes | 11,022 |  | 3,735 |  |

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

| Money purchase schemes | 4 |  | 4 |  |

| Information regarding the highest paid director is as follows:

| 2024 |  | 2023

£ | £ |

| Emoluments etc | 150,000 |  | 113,333 |  |

| Pension contributions to money purchase schemes | 3,380 |  | 1,321 |  |

6. | OPERATING PROFIT

| The operating profit is stated after charging:

| 2024 |  | 2023

£ | £ |

| Other operating leases | 75,576 |  | 79,975 |  |

| Depreciation - owned assets | 94,532 |  | 63,107 |  |

| Loss on disposal of fixed assets | - |  | 23,797 |  |

| Patents and licences amortisation | 8,611 |  | 6,756 |  |

| Website development & platform amortisation | 321,172 |  | 186,860 |  |

| Auditors' remuneration | 95,439 |  | 21,000 |  |

| Foreign exchange differences | 857,430 |  | 98,685 |  |

| Passenger Clothing Ltd (Registered number: 08236973) |

Notes to the Financial Statements - continued

for the Year Ended 31st December 2024

7. | EXCEPTIONAL ITEMS

| During the year, the company incurred costs in the sum of £nil (2023 - £958,740) that related to the company restructure and full warehouse move. These costs were considered exceptional as they were of a one-off non recurring nature.

8. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2024 |  | 2023

£ | £ |

| Interest paid | 470,694 |  | 241,479 |  |

| Other interest payable | 42,096 |  | 8,321 |  |

512,790 |  | 249,800 |  |

9. | TAXATION

| Analysis of the tax charge/(credit)

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

| 2024 |  | 2023

£ | £ |

| Deferred tax | 234,708 |  | (1,283,064 | ) |

| Tax on profit | 234,708 |  | (1,283,064 | ) |

| Reconciliation of total tax charge/(credit) 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

£ | £ |

| Profit before tax | 816,444 |  | 1,738,332 |  |

| Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 25%) | 204,111 |  | 434,583 |  |

| Effects of:

| Expenses not deductible for tax purposes | 24,678 |  | (19,245 | ) |

| Capital allowances in excess of depreciation | (163,582 | ) | (79,176 | ) |

| Deferred tax | 234,708 |  | (1,283,064 | ) |

| EMI loss relief | (65,207 | ) | (336,162 | ) |

| Total tax charge/(credit) | 234,708 |  | (1,283,064 | ) |

| Passenger Clothing Ltd (Registered number: 08236973) |

Notes to the Financial Statements - continued

for the Year Ended 31st December 2024

10. | PRIOR YEAR ADJUSTMENT

| The comparative figures in these financial statements include prior year adjustments to redisclose the following:

| £1,119,713 from provisions to creditors due within one year, in relation to the sales returns provision..

| £670,149 increase in both turnover and shipping costs in relation to import VAT incurred on EU sales.

| These adjustments did not impact upon profit or reserves for the year ended 31 December 2023.

11. | INTANGIBLE FIXED ASSETS

| Patents |  | Website |

| and |  | development |

| licences |  | & platform |  | Totals

£ | £ | £ |

| COST

| At 1st January 2024 | 75,654 |  | 767,753 |  | 843,407 |  |

| Additions | 32,290 |  | 677,772 |  | 710,062 |  |

| At 31st December 2024 | 107,944 |  | 1,445,525 |  | 1,553,469 |  |

| AMORTISATION

| At 1st January 2024 | 15,403 |  | 244,158 |  | 259,561 |  |

| Amortisation for year | 8,611 |  | 321,172 |  | 329,783 |  |

| At 31st December 2024 | 24,014 |  | 565,330 |  | 589,344 |  |

| NET BOOK VALUE

| At 31st December 2024 | 83,930 |  | 880,195 |  | 964,125 |  |

| At 31st December 2023 | 60,251 |  | 523,595 |  | 583,846 |  |

| Passenger Clothing Ltd (Registered number: 08236973) |

Notes to the Financial Statements - continued

for the Year Ended 31st December 2024

12. | TANGIBLE FIXED ASSETS

| Systems, |

| Leasehold |  | fixtures |  | Motor |

| improvements |  | & equipment |  | vehicles |  | Totals

£ | £ | £ | £ |

| COST

| At 1st January 2024 | 26,951 |  | 360,643 |  | 9,945 |  | 397,539 |  |

| Additions | 180,239 |  | 217,380 |  | 58,775 |  | 456,394 |  |

| Disposals | - |  | (87,956 | ) | - |  | (87,956 | ) |

| At 31st December 2024 | 207,190 |  | 490,067 |  | 68,720 |  | 765,977 |  |

| DEPRECIATION

| At 1st January 2024 | 3,315 |  | 112,373 |  | 4,103 |  | 119,791 |  |

| Charge for year | 16,360 |  | 69,138 |  | 9,034 |  | 94,532 |  |

| Eliminated on disposal | - |  | (23,818 | ) | - |  | (23,818 | ) |

| At 31st December 2024 | 19,675 |  | 157,693 |  | 13,137 |  | 190,505 |  |

| NET BOOK VALUE

| At 31st December 2024 | 187,515 |  | 332,374 |  | 55,583 |  | 575,472 |  |

| At 31st December 2023 | 23,636 |  | 248,270 |  | 5,842 |  | 277,748 |  |

13. | FIXED ASSET INVESTMENTS

| Shares in

| group

| undertakings

£ |

| COST

| Additions | 760 |  |

| At 31st December 2024 | 760 |  |

| NET BOOK VALUE

| At 31st December 2024 | 760 |  |

| The investment is in relation to Passenger US LLC of 1120 SE Madison St, Portland, OR 97214, United States. It represents 100% of the membership interest in the company.

14. | STOCK

2024 | 2023 |

£ | £ |

| Stock in warehouse | 15,367,253 |  | 7,764,314 |  |

| Stock in transit | 2,720,180 |  | 1,063,520 |  |

18,087,433 |  | 8,827,834 |  |

| Passenger Clothing Ltd (Registered number: 08236973) |

Notes to the Financial Statements - continued

for the Year Ended 31st December 2024

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

2024 | 2023 |

£ | £ |

| Trade debtors | 313,438 |  | 249,873 |  |

| Amounts owed by group undertakings | 202,550 |  | - |  |

| Other debtors | 2,787,628 |  | 2,203,948 |  |

| Deferred tax asset | 917,090 |  | 1,151,798 |  |

4,220,706 |  | 3,605,619 |  |

| The deferred tax asset is disclosed in note 21 provisions for liabilities.

16. | CASH AT BANK

| Included within cash at bank is £1,204,865 (2023 - £1,117,346) which is held with an online payment provider in a ring-fenced account.

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

2024 | 2023 |

| as restated |

£ | £ |

| Bank loans and overdrafts (see note 19) | 14,117,413 |  | 4,489,157 |  |

| Other loans (see note 19) | 229,023 |  | - |  |

| Trade creditors | 6,534,329 |  | 3,871,823 |  |

| Tax | - |  | 386,913 |  |

| Social security and other taxes | 3,280,318 |  | 1,158,690 |  |

| Other creditors | 222,418 |  | 119,307 |  |

| Sales returns provision | 1,328,468 |  | 1,119,713 |  |

| Accruals and deferred income | 1,413,760 |  | 2,116,362 |  |

27,125,729 |  | 13,261,965 |  |

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

| The sales returns provision is disclosed in note 21 provisions for liabilities.

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

2024 | 2023 |

£ | £ |

| Bank loans (see note 19) | 37,500 |  | 87,500 |  |

| Other loans (see note 19) | - |  | 220,023 |  |

| Accruals and deferred income | - |  | 31,921 |  |

37,500 |  | 339,444 |  |

| Passenger Clothing Ltd (Registered number: 08236973) |

Notes to the Financial Statements - continued

for the Year Ended 31st December 2024

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

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

19. | LOANS

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

2024 | 2023 |

£ | £ |

| Amounts falling due within one year or on demand:

| Bank loans | 14,117,413 |  | 4,489,157 |  |

| Other loans | 229,023 |  | - |  |

14,346,436 |  | 4,489,157 |  |

| Amounts falling due between one and two years:

| Bank loans - 1-2 years | 37,500 |  | 87,500 |  |

| Other loans - 1-2 years | - |  | 220,023 |  |

37,500 |  | 307,523 |  |

20. | LEASING AGREEMENTS

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

2024 | 2023 |

£ | £ |

| Within one year | 32,734 |  | 82,400 |  |

| Between one and five years | - |  | 32,734 |  |

32,734 |  | 115,134 |  |

21. | PROVISIONS FOR LIABILITIES

| Sales |

| Deferred |  | returns |

| tax |  | provision |

£ | £ |

| Balance at 1st January 2024 | (1,151,798 | ) | 1,119,713 |  |

| Charge to Income Statement during year | 234,708 |  | - |  |

| Sales returns utilised | - |  | (1,119,713 | ) |

| Sales returns charged | - |  | 1,328,468 |  |

| Balance at 31st December 2024 | (917,090 | ) | 1,328,468 |  |

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

| Passenger Clothing Ltd (Registered number: 08236973) |

Notes to the Financial Statements - continued

for the Year Ended 31st December 2024

22. | CALLED UP SHARE CAPITAL

| Share Capital |  | 2024 |  |  | 2023 |  |

|  | Number of shares |  | Nominal Value (£ | ) | Number of shares |  | Nominal Value (£ | ) |

| Allotted, called up and fully paid |  |

| Ordinary shares at £0.0003125 each |  |

| Ordinary |  | 1,386,787 |  | 433 |  | 1,386,787 |  | 433 |  |

| A Ordinary shares |  | 768,074 |  | 240 |  | 768,074 |  | 240 |  |

| B Ordinary shares |  | 165,533 |  | 51 |  | 164,117 |  | 51 |  |

| C Ordinary shares |  | 48,984 |  | 15 |  | 48,984 |  | 15 |  |

|  | 2,369,378 |  | 740 |  | 2,367,962 |  | 740 |  |

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

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

| In May 2024, a further 1,416 B ordinary shares were issued at par.

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

| Ordinary shares

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

| A Ordinary shares

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

| B Ordinary shares

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

| C Ordinary shares

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

| Passenger Clothing Ltd (Registered number: 08236973) |

Notes to the Financial Statements - continued

for the Year Ended 31st December 2024

23. | RESERVES

| Retained |  | Share |

| earnings |  | premium |  | Totals

£ | £ | £ |

| At 1st January 2024 | 5,758,056 |  | 425,092 |  | 6,183,148 |  |

| Profit for the year | 581,736 |  | 581,736 |  |

| Cash share issue | - |  | 1,998 |  | 1,998 |  |

| At 31st December 2024 | 6,339,792 |  | 427,090 |  | 6,766,882 |  |

24. | RELATED PARTY DISCLOSURES

| On 5th May 2023, S Hewitt was appointed as Non-Exec Chair of the company. On 1st January 2024, P Daw was appointed a director of the company and subsequently resigned on 24th April 2025.

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

| During the year ended 31st December 2024, advisor fees of £nil (2023 - £136,667) were charged by Whanau to the company. This excluded fees for S Hewitt as Non-Exec Chair and P Daw as Director which were paid through the company payroll and are included as part of total Directors Remuneration.

| At 31st December 2024 Whanau were owed £nil (2023 - £29,037) for unpaid fees.

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

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

| During the year ended 31st December 2024, advisor fees in total of £76,404 (2023 - £49,007) were charged by Growth Partner II LLP to the company and exceptional costs of £nil (2023 - £450,000) were paid by the company on behalf of Growth Partner II LLP.

| At 31st December 2024 Growth Partner II LLP were owed £45,000 (2023 - £58,808) for unpaid fees and £nil (2023 - £375,000) is included within accruals.

| At 31st December 2024 Passenger US LLC owed the company £202,550 in respect of recharges of £202,550 during the year. Passenger US LLC is 100% owned by the company.

| The total remuneration paid to key management personnel including statutory directors during the year was £1,573,043 (2023 - £757,067).

| Passenger Clothing Ltd (Registered number: 08236973) |

Notes to the Financial Statements - continued

for the Year Ended 31st December 2024

25. | SHARE-BASED PAYMENT TRANSACTIONS

| As at 31st December 2024, there were the following EMI Option schemes for the benefit of employees. These options were issued to various employees at no cost to the employee.

| EMI Scheme 6th July 2020

| Class of shares: B Ordinary of £0.0003125

| Number of shares over which options granted: 497,742

| Number of option holders: 8

| Vesting period: 3 years

| Exercise price: £0.05 per share

| The exercise price was based on unrestricted market value.

| At 31st December 2023 options had been vested and exercised for 470,087 shares.

| At 1st January 2024 the number of options outstanding was 27,655.

| The options that had been exercised during the year was nil.

| The options that had expired during the year was nil.

| The options that were outstanding at 31st December 2024 was 27,655.

| The options that were exercisable at 31st December 2024 was 27,655.

| At 31st December 2024 a total of 470,087 shares had been vested and options exercised.

| EMI Scheme B 23rd December 2023

| Class of shares: B Ordinary of £0.0003125

| Number of shares over which options granted: 40,400

| Number of option holders: 16

| Vesting period: Between 3 and 4 years

| Exercise price: £1.41 per share

| The exercise price was based on unrestricted market value.

| At 31st December 2024 21,616 options had been exercised or vested.

| At 1st January 2024 the number of options outstanding was 40,400.

| The options that had been exercised during the year was 1,416.

| The options that had expired during the year was nil.

| The options that were outstanding at 31st December 2024 was 38,984.

| The options that were exercisable at 31st December 2024 was 20,200.

| EMI Scheme C 11th April 2024

| Class of shares: B Ordinary of £0.0003125

| Number of shares over which options granted: 11,600

| Number of option holders: 2

| Vesting period: Between 3 and 4 years

| Exercise price: £4.95 per share

| The exercise price was based on unrestricted market value.

| At 31st December 2024 4,400 options had been exercised or vested.

| At 1st January 2024 the number of options outstanding was nil.

| The options that had been exercised during the year was nil.

| The options that had expired during the year was nil.

| The options that were outstanding at 31st December 2024 was 11,600.

| The options that were exercisable at 31st December 2024 was 4,400.