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REGISTERED NUMBER: 12716082 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

TECHSTYLE FASHION GROUP LTD

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

CONTENTS OF THE FINANCIAL STATEMENTS

For The Year Ended 31 December 2024

Page |

| Company Information | 1 |

| Strategic Report | 2 |

| Report of the Director | 5 |

| Report of the Independent Auditor | 7 |

| Income Statement | 11 |

| Other Comprehensive Income | 12 |

| Balance Sheet | 13 |

| Statement of Changes in Equity | 14 |

| Cash Flow Statement | 15 |

| Notes to the Cash Flow Statement | 16 |

| Notes to the Financial Statements | 17 |

| TECHSTYLE FASHION GROUP LTD |

COMPANY INFORMATION

For The Year Ended 31 December 2024

| DIRECTOR: | F Zhang

| REGISTERED OFFICE: | 210 Euston Road

| London

| NW1 2DA

| REGISTERED NUMBER: | 12716082 (England and Wales)

| AUDITOR: | Fortus Audit LLP

| Equinox House, Clifton Park

| Shipton Road

| York

| Yorkshire

| YO30 5PA

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

STRATEGIC REPORT

For The Year Ended 31 December 2024

The director presents his strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

Techstyle Fashion Group Ltd, (the Company) is a direct-to-consumer Company with a VIP membership model offering women's clothing, shoes, handbags and other accessories to customers in the UK, Sweden and Denmark through its e-commerce websites under the brand name JustFab.

The key financial and other performance indicators during the year were as follows:

| 2024 |  | 2023 |  | Varience % |

Turnover |  | £3,804,578 |  | £10,321,947 |  | -63% |

Average number of members |  | 58,994 |  | 86,252 |  | -32% |

Total number of orders shipped |  | 29,983 |  | 61,424 |  | -51% |

Turnover decreased by 63%, driven by a decrease in both, product revenue and breakage.

The Company recognises breakage on unearned revenue for which redemptions are expected to be remote. The Company recognised breakage in proportion of the redemption pattern of member credits using an estimated member credit redemption rate based on historical trends of membership credits note redeemed or cancelled within 24 months of issuance. The Company considers results from prior analysis and recent trends in redemptions in determining the estimated unredeemed rate.

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

STRATEGIC REPORT

For The Year Ended 31 December 2024

PRINCIPAL RISKS AND UNCERTAINTIES

The Company operates in a dynamic and competitive environment and is exposed to a range of principal risks and uncertainties that could impact its performance, financial position and future prospects. These risks are actively monitored and managed to support the long-term sustainability of the business. The risk landscape continues to evolve in response to macroeconomic conditions, technological developments and regulatory changes.

Business Strategy, Market and Competitive Risks

The Company is exposed to risks arising from changes in the broader economic environment, industry trends and competitive dynamics. Inflation in input costs, volatile energy prices and reduced consumer spending may adversely affect demand, margins and overall trading performance. In addition, the Company's success depends on its ability to identify and offer products that meet customer expectations. Failure to respond effectively to changing consumer preferences or increased competition may impact revenue growth and brand perception.

These risks are mitigated through regular strategic reviews, use of customer data and technology to inform decision-making, disciplined budgeting and cost control, and ongoing monitoring of performance.

Supply Chain and Operational Risks

The Company relies on an efficient and resilient supply chain, including suppliers, warehousing and logistics operations, to deliver products to customers. Disruptions arising from supplier failure, logistical delays, geopolitical factors or capacity constraints may impact product availability, delivery performance and cost efficiency. Changes in sourcing, manufacturing or distribution may also affect profit margins and customer satisfaction.

Management regularly reviews supply chain performance and seeks to maintain strong supplier relationships, operational efficiency and product quality.

Technology, Cybersecurity and Data Protection

The Company is dependent on the continued availability, performance and security of its IT systems and digital platforms. Risks include cyber-attacks, data breaches, system failures and reliance on third-party technology providers. A significant incident could lead to operational disruption, financial loss, regulatory penalties and reputational damage.

These risks are mitigated through ongoing investment in IT security, system monitoring, periodic testing of business continuity arrangements, internal policies and controls, and contractual arrangements with key service providers.

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

STRATEGIC REPORT

For The Year Ended 31 December 2024

FUTURE DEVELOPMENTS

The strategic decisions taken and the plans for future growth cover a variety of areas and initiatives to be put in place as a result of opportunities identified.

The Company has implemented a tiered pricing strategy across its product range in response to ongoing cost pressures within the supply chain. By offering differentiated price points, the Company is able to partially mitigate the impact of increased input and logistics costs while maintaining competitiveness and supporting customer demand.

In addition to expanding the current customer base by increasing the existing product range and increasing brand awareness and product visibility, the director will continue to explore and utilise technological advancement for the benefit of the company and to enhance the customer experience. The introduction of AI-powered virtual functionality is expected to provide customers with a more personalised and interactive shopping journey. This initiative aims to improve product visualisation, support purchase decisions and increase overall customer engagement, thereby delivering additional value to customers.

Through a careful consideration and choice of undertakings to increase brand awareness and product visibility while carefully managing costs, the director continues to support and invest in initiatives to ensure future growth.

ON BEHALF OF THE BOARD:

F Zhang - Director

21 April 2026

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

REPORT OF THE DIRECTOR

For The Year Ended 31 December 2024

The director presents his report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The Company operates a fashion website under the brand name JustFab, which sells women's shoes, handbags, apparel and accessories to consumers in the UK, Denmark and Sweden. Through the website, the Company offers membership programs which grant customers access to the latest trends by recommending products that match the user's fashion profile, derived from preferences obtained through a fashion quiz.

DIVIDENDS

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

DIRECTORS

The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

Ms L J Joukovski - resigned 30 May 2024

F Zhang - appointed 30 May 2024

DISCLOSURE IN THE STRATEGIC REPORT

The director has elected to disclose matters considered to be of strategic importance to the company in the strategic report as per Section 414 of the Companies Act 2006. These include the review of the business, the principle risks and key performance indicators.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditor is unaware, and he 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 auditor is aware of that information.

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

REPORT OF THE DIRECTOR

For The Year Ended 31 December 2024

AUDITOR

The auditor, Fortus Audit LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

F Zhang - Director

21 April 2026

REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF

TECHSTYLE FASHION GROUP LTD

Opinion

I have audited the financial statements of Techstyle Fashion Group Ltd (the 'company') for the year ended 31 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 my opinion the financial statements:

- | give a true and fair view of the state of the company's affairs as at 31 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

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

Conclusions relating to going concern

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

Based on the work I have performed, I 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.

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

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and my Report of the Auditor thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF

TECHSTYLE FASHION GROUP LTD

Matters on which I am 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, I have not identified material misstatements in the Strategic Report or the Report of the Director.

I have nothing to report in respect of the following matters where the Companies Act 2006 requires me to report to you if, in my opinion:

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

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

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

- | I have not received all the information and explanations I require for my audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page five, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF

TECHSTYLE FASHION GROUP LTD

Auditor's responsibilities for the audit of the financial statements

My objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditor that includes my 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 my procedures are capable of detecting irregularities, including fraud is detailed below:

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 to

irregularities, including fraud. 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 that are applicable to the

company and determined that the most significant frameworks which are directly relevant to specific

assertions in the financial statements are those that relate to the reporting framework (UK GAAP and the

Companies Act 2006) and the relevant tax compliance regulations in the UK.

We understood how the company is complying with those frameworks by making enquiries of

management and those responsible for legal and compliance procedures. We corroborated our enquiries through discussions with those charged with governance.

We assessed the susceptibility of the company’s financial statements to material misstatement, including

how fraud might occur, by discussion with management to understand where they considered there was

a susceptibility to fraud. We considered the procedures and controls that the company has established to

prevent and detect fraud, and how these are monitored by management.

Based on our understanding, we designed our audit procedures to identify any non-compliance with laws

and regulations identified in the paragraphs above.

We also performed audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant

transactions outside the normal course of business and reviewing accounting estimates for bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities,

including those leading to a material misstatement in the financial statements or non-compliance with

regulation. This risk increases the more that compliance with a law or regulation is removed from the

events and transactions reflected in the financial statements, as we will be less likely to become aware of

instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather

than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of my 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 my Report of the Auditor.

REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF

TECHSTYLE FASHION GROUP LTD

Use of my 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. My audit work has been undertaken so that I might state to the company's members those matters I am required to state to them in a Report of the Auditor and for no other purpose. To the fullest extent permitted by law, I do not accept or assume responsibility to anyone other than the company and the company's members as a body, for my audit work, for this report, or for the opinions I have formed.

Jacqueline Godden FCCA (Senior Statutory Auditor)

for and on behalf of Fortus Audit LLP

Equinox House, Clifton Park

Shipton Road

York

Yorkshire

YO30 5PA

21 April 2026

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

INCOME STATEMENT

For The Year Ended 31 December 2024

| 2024 |  | 2023

| Notes | £ | £ |

TURNOVER | 4 | 3,804,578 |  | 10,321,947 |  |

Cost of sales | 2,637,469 |  | 8,312,507 |  |

GROSS PROFIT | 1,167,109 |  | 2,009,440 |  |

Administrative expenses | 1,078,918 |  | 1,770,607 |  |

OPERATING PROFIT | 6 | 88,191 |  | 238,833 |  |

Interest receivable and similar income | 357,154 |  | 542,296 |  |

445,345 |  | 781,129 |  |

Interest payable and similar expenses | 7 | 4,821 |  | 8,597 |  |

PROFIT BEFORE TAXATION | 440,524 |  | 772,532 |  |

Tax on profit | 8 | 110,597 |  | 182,211 |  |

PROFIT FOR THE FINANCIAL YEAR | 329,927 |  | 590,321 |  |

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

OTHER COMPREHENSIVE INCOME

For The Year Ended 31 December 2024

| 2024 |  | 2023

| Notes | £ | £ |

PROFIT FOR THE YEAR | 329,927 |  | 590,321 |  |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 329,927 |  | 590,321 |  |

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

BALANCE SHEET

31 December 2024

| 2024 | 2023 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 9 | - |  | - |  |

Tangible assets | 10 | 2,360 |  | 3,322 |  |

2,360 |  | 3,322 |  |

CURRENT ASSETS

Stocks | 11 | 257,880 |  | 601,459 |  |

Debtors | 12 | 7,764,670 |  | 7,534,874 |  |

Cash at bank | 413,759 |  | 578,091 |  |

8,436,309 |  | 8,714,424 |  |

CREDITORS

Amounts falling due within one year | 13 | 3,113,615 |  | 3,722,474 |  |

NET CURRENT ASSETS | 5,322,694 |  | 4,991,950 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 5,325,054 |  | 4,995,272 |  |

PROVISIONS FOR LIABILITIES | 14 | - |  | 145 |  |

NET ASSETS | 5,325,054 |  | 4,995,127 |  |

CAPITAL AND RESERVES

Called up share capital | 15 | 1,000 |  | 1,000 |  |

Share premium | 16 | 3,859,793 |  | 3,859,793 |  |

Retained earnings | 16 | 1,464,261 |  | 1,134,334 |  |

SHAREHOLDERS' FUNDS | 5,325,054 |  | 4,995,127 |  |

The financial statements were approved by the director and authorised for issue on 21 April 2026 and were signed by:

F Zhang - Director

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

STATEMENT OF CHANGES IN EQUITY

For The Year Ended 31 December 2024

| Called up |

| share |  | Retained |  | Share |  | Total

| capital |  | earnings |  | premium |  | equity

£ | £ | £ | £ |

Balance at 1 January 2023 | 1,000 |  | 544,013 |  | 3,859,793 |  | 4,404,806 |  |

Changes in equity

Total comprehensive income | - |  | 590,321 |  | - |  | 590,321 |  |

Balance at 31 December 2023 | 1,000 |  | 1,134,334 |  | 3,859,793 |  | 4,995,127 |  |

Changes in equity

Total comprehensive income | - |  | 329,927 |  | - |  | 329,927 |  |

Balance at 31 December 2024 | 1,000 |  | 1,464,261 |  | 3,859,793 |  | 5,325,054 |  |

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

CASH FLOW STATEMENT

For The Year Ended 31 December 2024

| 2024 |  | 2023

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | (338,890 | ) | (153,351 | ) |

Interest paid | (4,821 | ) | (8,597 | ) |

Tax paid | (177,775 | ) | (150,345 | ) |

Net cash from operating activities | (521,486 | ) | (312,293 | ) |

Cash flows from investing activities

Purchase of tangible fixed assets | - |  | (2,239 | ) |

Interest received | 357,154 |  | 542,296 |  |

Net cash from investing activities | 357,154 |  | 540,057 |  |

(Decrease)/increase in cash and cash equivalents | (164,332 | ) | 227,764 |  |

Cash and cash equivalents at beginning of year | 2 | 578,091 |  | 350,327 |  |

Cash and cash equivalents at end of year | 2 | 413,759 |  | 578,091 |  |

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

NOTES TO THE CASH FLOW STATEMENT

For The Year Ended 31 December 2024

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

| 2024 |  | 2023

£ | £ |

| Profit before taxation | 440,524 |  | 772,532 |  |

| Depreciation charges | 962 |  | 887 |  |

| Finance costs | 4,821 |  | 8,597 |  |

| Finance income | (357,154 | ) | (542,296 | ) |

89,153 |  | 239,720 |  |

| Decrease in stocks | 343,579 |  | 279,183 |  |

| (Increase)/decrease in trade and other debtors | (229,720 | ) | 4,480,501 |  |

| Decrease in trade and other creditors | (541,902 | ) | (5,152,755 | ) |

| Cash generated from operations | (338,890 | ) | (153,351 | ) |

2. | CASH AND CASH EQUIVALENTS

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

| Year ended 31 December 2024

| 31.12.24 |  | 1.1.24

£ | £ |

| Cash and cash equivalents | 413,759 |  | 578,091 |  |

| Year ended 31 December 2023

| 31.12.23 |  | 1.1.23

£ | £ |

| Cash and cash equivalents | 578,091 |  | 350,327 |  |

3. | ANALYSIS OF CHANGES IN NET FUNDS

| At 1.1.24 | Cash flow | At 31.12.24

£ | £ | £ |

| Net cash |

| Cash at bank | 578,091 |  | (164,332 | ) | 413,759 |  |

578,091 |  | (164,332 | ) | 413,759 |  |

| Total | 578,091 |  | (164,332 | ) | 413,759 |  |

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

NOTES TO THE FINANCIAL STATEMENTS

For The Year Ended 31 December 2024

1. | STATUTORY INFORMATION

| Techstyle Fashion Group 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.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

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

| Turnover

| Turnover comprises revenue recognised as resulting from direct sales and redeemed credits from subscriptions, net of estimated returns, trade discounts given and exclusive of VAT. The Company regularly evaluates returns and accrues for expected future returns relating to sales on or before the balance sheet date based on historical trade information.

| The Company recognises deferred revenue for 100% of funds received from customers who have not yet made a purchase. The amount is held on the account until initial issuance in deferred revenue for each customer for future product shipments. When a product is purchased in the future, the amount of deferred revenue is reduced and recorded as product revenue in the statement of comprehensive income.

| The company determined it had sufficient historical data to recognise breakage on unearned deferred revenue for which redemptions was expected to be remote. Deferred revenue included in the accompanying statement of financial position as of December 31, 2024 is £2.5m (2023: £2.6m).

| Intangible assets

| Domain name is amortised to the profit and loss account over its estimated economic life. Amortisation is provided at 10% on cost.

| Tangible fixed assets

| Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical costs included expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

| Depreciation is charged so as to allocate the costs of assets less their residual value over their estimated useful lives, using the straight-line method.

| Depreciation is provided on the following basis:

| Office equipment- 20% on cost or useful life if shorter.

| The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

| Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the statement of comprehensive income.

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

NOTES TO THE FINANCIAL STATEMENTS - continued

For The Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Inventories

| Inventories consisting of finished goods are stated at the lower of cost or net realisable value determined on a first-in-first-out basis. Cost of inventories includes all costs incurred to deliver the inventory to fulfilment centres including freight, non-refundable taxes, duty and other landing costs. The Company regularly monitors inventory quantities on hand and records write-downs for excess and slow-moving inventories. The Company establishes provisions for excess and slow-moving inventories by evaluating inventory aging, inventory levels in conjunction with overall sales trends, and through analysis of gross margins and markdowns in combination with changes in the current business trends. The Company records excess and slow-moving inventories at net realizable value and may liquidate certain slow-moving inventory through third parties.

| 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 debtors and creditors and loans to related parties.

| Debtors with no stated interest and are receivable in one year are recorded at transaction price. Creditors with no stated interest and are receivable in one year are recorded at transaction price.

| Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received

| 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 these is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the statement of comprehensive income.

| The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

| Deferred tax

| Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the statement of financial position date. Deferred tax assets are only recognised to the extent that they are considered recoverable against future taxable profits.

| Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

NOTES TO THE FINANCIAL STATEMENTS - continued

For The Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Foreign currency translation

| Functional and presentation currency

| The company's functional and presentation currency is GBP

| Transactions and balances

| Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

| At each period end, foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the day of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

| Foreign exchange gains and losses resulting from the settlement of transactions and from the translation period-end exchange rates of monetary assets and liabilities denominated I foreign currencies are borne by the parent company.

| 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.

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

NOTES TO THE FINANCIAL STATEMENTS - continued

For The Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Going concern

| In determining the appropriate basis for the preparation of the financial statements for the year ended 31 December 2024, the Directors are required to consider whether the company can continue in operation existence for a period of 12 months from the date of the audit opinion.

| The Company prepares rolling business forecasts incorporating changes in customer behaviours and cost pressure arising from macroeconomic factors and prepares regular analysis of the major KPIs which addresses the principal risks facing the company and drives the management's attention to actions to mitigate these sensitivities.

| These risks, analysis and actions taken can be grouped into the following categories:

| Revenue- A monthly forecast is prepared taking into consideration the latest trends in the major KPIs and the independencies between them and factoring in the business priorities for the period under review

| Costs- Areas of expenditure are continuously monitored and financial controls are hugely important to ensur e the profitability of the business.

| Opportunities- The Directors of the Company have identified opportunities to increase product presence and brand awareness and are investing in projects to achieve future growth.

| On the basis of reviewing the current performance of the business activities, the forecasts prepared by management covering a period of 12 months form the date of the audit report, principle risks and uncertainties and analysis applies to key performance indicators during the preparation of the forecast, the directors are satisfied that the company will continue to be viable and will be able to settle its liabilities s these fall due for a period of twelve months from the date on which these accounts are signed.

| The company has no borrowings and is forecast to be in a positive cash position during the forecast period.

| Accordingly, the directors consider these accounts should be prepared on a going concern basis.

| 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.

| Provisions for liabilities

| Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

| Provisions are charged as an expense to the statement of comprehensive income in the year and that the company becomes aware of the obligation, and are measured at the best estimate at the statement of financial position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

| When payments are eventually made, they are charged to the provision carried in the statement of financial position.

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

NOTES TO THE FINANCIAL STATEMENTS - continued

For The Year Ended 31 December 2024

3. | APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

| In applying the Company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgments estimated and assumptions are made, and are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.

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

| Critical judgements in applying the Company's accounting policies

| The critical judgements that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.

| Assessing the functional currency

| The directors are required to identify the functional currency of the Company. In making this judgment, the directors have considered factors such as the currency which mainly influences both revenue and expenditure prices, and the countries whose competitive forces and regulations affect those prices.

| Where the functional currency is not clearly identifiable, the directors have used judgement ti determine which currency most faithfully represents the economic effects of underlying transactions, events and conditions. The directors have concluded that the Company's functional currency is the Great British Pound (GBP)

| Key sources of estimation uncertainty

| The preparation of the financial statements in conformity with FRS 102 requires the use of certain accounting estimates. Significant areas of estimated uncertainty and judgement for the Company include:

| Breakage revenue- Breakage is recorded in accordance with the accounting policy detailed in the turnover note. The Company recognises breakage revenue on member credits under the redemption recognition method. This method records breakage as revenue on a proportionate basis over the redemption period based on the Company's historical member credit breakage rate. Judgement is applied in determining the breakage rate which is based on the Company's historical redemption patterns.

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

£ | £ |

| United Kingdom | 3,645,978 |  | 10,017,535 |  |

| Europe | 158,600 |  | 304,412 |  |

3,804,578 |  | 10,321,947 |  |

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

NOTES TO THE FINANCIAL STATEMENTS - continued

For The Year Ended 31 December 2024

5. | EMPLOYEES AND DIRECTORS

| 2024 |  | 2023

£ | £ |

| Wages and salaries | 131,123 |  | 125,478 |  |

| Social security costs | 22,669 |  | 22,610 |  |

| Other pension costs | 6,011 |  | 7,200 |  |

159,803 |  | 155,288 |  |

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

| 2024 |  | 2023

| Management | 1 |  | 1 |  |

| Merchandising | 1 |  | 1 |  |

| Operations | 1 |  | 1 |  |

3 |  | 3 |  |

| 2024 |  | 2023

£ | £ |

| Directors' remuneration | - |  | - |  |

6. | OPERATING PROFIT

| The operating profit is stated after charging:

| 2024 |  | 2023

£ | £ |

| Depreciation - owned assets | 962 |  | 887 |  |

| Auditors' remuneration | 90,000 |  | 38,500 |  |

7. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2024 |  | 2023

£ | £ |

| Other interest | 4,821 |  | 8,597 |  |

8. | TAXATION

| Analysis of the tax charge

| The tax charge on the profit for the year was as follows:

| 2024 |  | 2023

£ | £ |

| Current tax:

| UK corporation tax | 110,376 |  | 182,326 |  |

| Deferred tax | 221 |  | (115 | ) |

| Tax on profit | 110,597 |  | 182,211 |  |

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

NOTES TO THE FINANCIAL STATEMENTS - continued

For The Year Ended 31 December 2024

8. | TAXATION - continued

| Reconciliation of total tax charge included in profit and loss

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

| 2024 |  | 2023

£ | £ |

| Profit before tax | 440,524 |  | 772,532 |  |

| Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.520%) | 110,131 |  | 181,700 |  |

| Effects of:

| Expenses not deductible for tax purposes | 465 |  | 554 |  |

| Capital allowances in excess of depreciation | - |  | (356 | ) |

| Depreciation in excess of capital allowances | 241 |  | - |  |

| Unpaid renumeration adjustments | (19 | ) | 427 |  |

| Deferred tax movement | (221 | ) | (114 | ) |

| Total tax charge | 110,597 |  | 182,211 |  |

9. | INTANGIBLE FIXED ASSETS

| Patents

| and

| licences

£ |

| COST

| At 1 January 2024

| and 31 December 2024 | 5,000 |  |

| AMORTISATION

| At 1 January 2024

| and 31 December 2024 | 5,000 |  |

| NET BOOK VALUE

| At 31 December 2024 | - |  |

| At 31 December 2023 | - |  |

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

NOTES TO THE FINANCIAL STATEMENTS - continued

For The Year Ended 31 December 2024

10. | TANGIBLE FIXED ASSETS

| Computer

| equipment

£ |

| COST

| At 1 January 2024

| and 31 December 2024 | 4,809 |  |

| DEPRECIATION

| At 1 January 2024 | 1,487 |  |

| Charge for year | 962 |  |

| At 31 December 2024 | 2,449 |  |

| NET BOOK VALUE

| At 31 December 2024 | 2,360 |  |

| At 31 December 2023 | 3,322 |  |

11. | STOCKS

2024 | 2023 |

£ | £ |

| Stocks | 257,880 |  | 601,459 |  |

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

2024 | 2023 |

£ | £ |

| Trade debtors | 188,123 |  | 229,035 |  |

| Amounts owed by group undertakings | 7,562,599 |  | 7,174,320 |  |

| Other debtors | 4,583 |  | 114,326 |  |

| Deferred tax asset | 76 |  | - |  |

| Prepayments and accrued income | 9,289 |  | 17,193 |  |

7,764,670 |  | 7,534,874 |  |

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

2024 | 2023 |

£ | £ |

| Trade creditors | 10,153 |  | 14,572 |  |

| Corporation tax | 38,810 |  | 105,767 |  |

| VAT | 551,734 |  | 646,496 |  |

| Accruals and deferred income | 2,512,918 |  | 2,955,639 |  |

3,113,615 |  | 3,722,474 |  |

14. | PROVISIONS FOR LIABILITIES

2023 |

£ |

| Deferred tax | 145 |  |

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

NOTES TO THE FINANCIAL STATEMENTS - continued

For The Year Ended 31 December 2024

14. | PROVISIONS FOR LIABILITIES - continued

| Deferred |

| tax |

£ |

| Balance at 1 January 2024 | 145 |  |

| Provided during year | (221 | ) |

| Balance at 31 December 2024 | (76 | ) |

15. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

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

| value: | £ | £ |

| 1,000 | Shares classified as equity |

| Allotted | £1 | 1,000 |  | 1,000 |  |

| Called up share capital represents the nominal value of the shares that have been issued.

| Share premium of £3,859,793 (2023: £3,859,793) represents the additional amount of funds received in excess of the par value of the additional share capital raised.

16. | RESERVES

| Retained |  | Share |

| earnings |  | premium |  | Totals

£ | £ | £ |

| At 1 January 2024 | 1,134,334 |  | 3,859,793 |  | 4,994,127 |  |

| Profit for the year | 329,927 |  | 329,927 |  |

| At 31 December 2024 | 1,464,261 |  | 3,859,793 |  | 5,324,054 |  |

17. | ULTIMATE PARENT COMPANY

| TFG Holdings Inc (incorporated in USA ) is regarded by the director as being the company's ultimate parent company.

TECHSTYLE FASHION GROUP LTD (REGISTERED NUMBER: 12716082) |

NOTES TO THE FINANCIAL STATEMENTS - continued

For The Year Ended 31 December 2024

18. | RELATED PARTY DISCLOSURES

| During 2024, Techstyle Fashion Group Ltd entered into the following transactions with related parties;

| 2024 |

| Related Party |  | Marketing cost recharge |  | Inventory purchases |  | Operating costs |  | Amounts owed from related party |  | Amounts owed to related party |  |

| £ |  | £ |  | £ |  | £ |  | £ |  |

| Other entities within the same group |  |  |

| 2024 |  | (101,520 | ) | 360,295 |  | 1,764,714 |  | 7,609,968 |  | 47,370 |  |

| 2023 |  | (184,990 | ) | 1,215,542 |  | 6,477,442 |  | 7,272,045 |  | 97,725 |  |

| Third party marketing costs above 3% were passed to JustFab LLC and Techstyle GmBH.

| The amounts owed to group undertakings are short-term, unsecured and the applied rate at which interest is charged is the 12 month USD AFR. Cash settlement is expected within 30 days of invoice.

| The amounts owed by group undertakings are repayable in full on or before 31st December 2025, unless both parties agree mutually to adjourn the date of repayment. Interest is charged at the 12 month USD AFR.

| The key management personnel comprise the director of the company only.

19. | ULTIMATE CONTROLLING PARTY

| The controlling party is F Zhang.