ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Financial Statements

Portfolio Brands International UK Limited

For the year ended 31 January 2026

Registered number: 11629318


Portfolio Brands International UK Limited

Company Information

Directors	Fanny Feldenkreis Hanono
	Jorge Narino


Registered number	11629318


Registered office	3 The Matchyns
	Rivenhall End
	Witham
	England
	CM8 3HA


Independent auditor	Grant Thornton (NI) LLP
	Chartered Accountants & Statutory Auditors
	12 - 15 Donegall Square West
	Belfast
	BT1 6JH


Bankers	Wells Fargo
	420 Montgomery Street
	San Francisco
	USA
	CA 94104


Portfolio Brands International UK Limited

Contents

	Page
Group strategic report	1 - 2
Directors' report	3 - 4
Independent auditor's report	5 - 9
Consolidated statement of comprehensive income	10
Consolidated balance sheet	11
Company balance sheet	12
Consolidated statement of changes in equity	13
Company statement of changes in equity	14
Consolidated statement of cash flows	15
Consolidated analysis of net debt	16
Notes to the financial statements	17 - 31


Portfolio Brands International UK Limited

Group strategic report

For the year ended 31 January 2026

Introduction

The Directors present their Strategic report on the Group and the Company for the year ended 31 January 2026.

Principal activity

The principal activity of the Company during the year continued to be that of a holding company, with its activities principally comprising the holding and management of investments in subsidiary undertakings within the Portfolio Brands group.

The Group owns certain trademarks and generates royalty income from the licensing of these trademarks.

Business review, key performance indicators and future developments

Turnover increased from the previous year by 3.1% to $19.8m, giving operating profit of $16.6m (2025 - $16.7m). Net assets increased from the previous year to $97.2m. Our existing licensees continue to perform well and are growing retail brand awareness in their various international markets. We continue to search out new licensees and look forward to increasing our brand presence in new markets.

Principal risks and uncertainties

Portfolio Brands International UK Ltd is a wholly owned subsidiary of Portfolio Brands LLC, and has been incorporated to operate as a holding company. As such, the Directors believe the key risks and uncertainties for this Company and the Group are in line with those of its trading subsidiary, Perry Ellis International Europe Limited.
Those principal risks and uncertainties include:

Commercial risk
The Group's sales are exposed to fluctuations in the global retail market and changes in general economic conditions globally. The Group has considered the risks prevalent and are in a position to change the emphasis of their sales in response to changes in economic conditions. The Group is proactive strategy which seeks to identify profitable branded products for licensing opportunities.

Financial risk management objectives and policies
The Group's objectives when managing its capital structure are to safeguard the Group's ability to continue as a going concern in order to provide returns to shareholders and benefits for other stakeholders, while maintaining a strong balance sheet to support the continued organic and acquisitive growth of its businesses and to maintain investor, creditor and market confidence. Management reviews and agrees policies for the prudent management of these risks as follows:

Currency risk
The Group’s activities globally are conducted in US Dollar; this results in low levels of currency transaction risk, variances affecting operational activities in this regard are reflected in operating costs in the profit and loss account in the years in which they arise. Exposure to currency fluctuations are managed through the group treasury function of Perry Ellis International Inc.

Liquidity and cash flow risk
The Group maintains a strong Balance Sheet with cash balances.

Page 1


Portfolio Brands International UK Limited

Group strategic report (continued)

For the year ended 31 January 2026

Credit risk
The Group has no significant concentrations of credit risk. Customers that the Group trades with on credit terms are subject to strict verification procedures in advance of contracts being finalised and are continually being monitored. Contracts are only commenced with high credit quality customers. Section 172 (1) statement is not applicable as the Company qualifies as a medium-sized group in the financial period under sections 465 and 467 of the Companies Act 2006.

This report was approved by the board on 30 October 2026 and signed on its behalf.

Jorge Narino

Director

Page 2


Portfolio Brands International UK Limited

Directors' report

For the year ended 31 January 2026

The Directors present their report and the financial statements for the year ended 31 January 2026.

Directors' responsibilities statement

The Directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the Directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgements and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activity of the Company is that of a holding company. The Group owns certain trademarks and generates royalty income from the licensing of these trademarks. The Group has budgetary and financial reporting procedures, supported by appropriate key performance indicators, to manage credit, liquidity and other financial risk.

Key performance indicators used by management include assessment of turnover and profitability from principal activities. Each of these indicators is monitored by local management against targets and against prior periods. The directors are satisfied with the performance of the Company during the year with regard to these indicators.

Results and dividends

The profit for the year, after taxation, amounted to $14,506,034 (2025 - $14,392,168).

The Directors did not recommend payment of a dividend (2025 - $NIL).

Page 3


Portfolio Brands International UK Limited

Directors' report (continued)

For the year ended 31 January 2026

Directors

The Directors who served during the year were:

Fanny Feldenkreis Hanono

Jorge Narino

Political contributions

The Group made no political contributions during the year.

Future developments

The Directors are not aware, at the date of this report, of any likely major changes in the Group's activities in the next financial year.

Matters covered in the Group strategic report

Under Schedule 7.1A of 'Large and Medium-Sized Companies and Groups (Accounting and Reporting) Regulations 2008', the Company has elected to disclose the following directors' report information in the Strategic Report:

∙Business review; and

∙Principal risks and uncertainties.

Disclosure of information to auditor

Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that:

∙so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditor

The auditor, Grant Thornton (NI) LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 30 October 2026 and signed on its behalf.

Jorge Narino

Director

Page 4


Portfolio Brands International UK Limited

Independent auditor's report to the members of Portfolio Brands International UK Limited

Opinion

We have audited the financial statements of Portfolio Brands International UK Limited (the 'parent Company') and its subsidiaries (the 'Group'), which comprise the Consolidated Statement of comprehensive income, the Consolidated and Company Balance sheets, the Consolidated Statement of cash flows, the Consolidated and Company Statement of changes in equity for the financial year ended 31 January 2026, and the related 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, Portfolio Brands International UK Limited's financial statements:

∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Group's and the Company as at 31 January 2026 and of the Group financial performance and cash flows for the financial year then ended; 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 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Group and Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from the date 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.

Page 5


Portfolio Brands International UK Limited

Independent auditor's report to the members of Portfolio Brands International UK Limited (continued)

Other information

Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report and the Strategic Report. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the 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 in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

∙the information given in the Directors' report and the Strategic Report for the financial year for which the financial statements are prepared is consistent with the financial statements, and

∙the Directors' report and the Strategic Report 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 we have obtained in the course of the audit, we have not identified material misstatements in the Directors' report and the Strategic Report.

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

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

∙the parent Company financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of Directors' remuneration specified by law are not made; or

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

Page 6


Portfolio Brands International UK Limited

Independent auditor's report to the members of Portfolio Brands International UK Limited (continued)

Responsibilities of management and those charged with governance for the financial statements

Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Group and 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 management either intend to liquidate the Group and Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group and Company's financial reporting process.

Responsibilities of the auditor for the audit of the financial statements

The objectives of an auditor 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 their 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.

A further description of an auditor's 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 auditor's report.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).

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

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Data Privacy Laws, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006 and applicable tax laws. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulations.

Page 7


Portfolio Brands International UK Limited

Independent auditor's report to the members of Portfolio Brands International UK Limited (continued)

Responsibilities of the auditor for the audit of the financial statements (continued)

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.

In response to these principal risks, our audit procedures included but were not limited to:

∙inquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;

∙inspection of the Company’s regulatory and legal correspondence and review of minutes of the board of directors meetings during the year to corroborate inquiries made;

∙gaining an understanding of the internal controls established to mitigate risk related to fraud;

∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;

∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;

∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;

∙challenging assumptions and judgements made by management in their significant accounting estimates, including estimating impairment of debtors; and

∙review of the financial statement disclosures to underlying supporting documentation and inquiries of management.

The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.

Page 8


Portfolio Brands International UK Limited

Independent auditor's report to the members of Portfolio Brands International UK Limited (continued)

The purpose of our audit work and to whom we owe our responsibilities

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

Louise Kelly FCA (Senior statutory auditor)

for and on behalf of

Grant Thornton (NI) LLP

Chartered Accountants

Statutory Auditors

Belfast
Date: 30 October 2026

Page 9


Portfolio Brands International UK Limited

Consolidated statement of comprehensive income

For the year ended 31 January 2026

	2026	2025
Note	$	$


Turnover	4	19,794,041	19,200,542
Gross profit		19,794,041	19,200,542
Administrative expenses		(3,168,606)	(2,547,361)
Operating profit	5	16,625,435	16,653,181
Interest receivable and similar income	9	127,282	222,324
Profit before taxation		16,752,717	16,875,505
Tax on profit	10	(2,246,683)	(2,483,337)
Profit for the financial year		14,506,034	14,392,168

Profit for the year attributable to:
Owners of the parent Company	14,506,034	14,392,168
	14,506,034	14,392,168

Total comprehensive income for the year attributable to:
Owners of the parent Company	14,506,034	14,392,168
	14,506,034	14,392,168

All amounts relate to continuing operations.

There was no other comprehensive income for 2026 (2025 - $NIL).

The notes on pages 17 to 31 form part of these financial statements.

Page 10


Portfolio Brands International UK Limited Registered number:11629318

Consolidated balance sheet

As at 31 January 2026

		2026		2025
Note		$		$

Fixed assets
Tangible fixed assets	12		460		804
			460		804
Current assets
Debtors	14	101,923,202		105,836,429
Cash at bank and in hand	15	4,623,845		6,438,259
		106,547,047		112,274,688
Current liabilities
Creditors: amounts falling due within one year	16	(8,791,984)		(28,547,544)
Net current assets			97,755,063		83,727,144
Total assets less current liabilities			97,755,523		83,727,948
Creditors: amounts falling due after more than one year	17		(513,251)		(991,710)
Provisions for liabilities
Net assets			97,242,272		82,736,238

Capital and reserves
Called up share capital	20	1,100	1,100
Share premium account	21	54,999,900	54,999,900
Merger reserve	21	(54,999,976)	(54,999,976)
Profit and loss account	21	97,241,248	82,735,214
Shareholders' funds		97,242,272	82,736,238

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 October 2026.

Jorge Narino

Director

The notes on pages 17 to 31 form part of these financial statements.

Page 11


Portfolio Brands International UK Limited Registered number:11629318

Company balance sheet

As at 31 January 2026

		2026		2025
Note		$		$

Fixed assets
Investments	13		55,000,000		55,000,000
			55,000,000		55,000,000
Current assets
Debtors	14	1,000		1,000
		1,000		1,000
Current liabilities
Total assets less current liabilities			55,001,000		55,001,000


Net assets			55,001,000		55,001,000

Capital and reserves
Called up share capital	20	1,100	1,100
Share premium account	21	54,999,900	54,999,900
Shareholders' funds		55,001,000	55,001,000

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 October 2026.

Jorge Narino

Director

The notes on pages 17 to 31 form part of these financial statements.

Page 12


Portfolio Brands International UK Limited

Consolidated statement of changes in equity

For the year ended 31 January 2026

	Called up share capital	Share premium account	Merger reserve	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	$	$	$	$	$	$
At 1 February 2025	1,100	54,999,900	(54,999,976)	82,735,214	82,736,238	82,736,238

Profit for the year	-	-	-	14,506,034	14,506,034	14,506,034
At 31 January 2026	1,100	54,999,900	(54,999,976)	97,241,248	97,242,272	97,242,272

Consolidated statement of changes in equity

For the year ended 31 January 2025

	Called up share capital	Share premium account	Merger reserve	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	$	$	$	$	$	$
At 1 February 2024	1,100	54,999,900	(54,999,976)	68,343,046	68,344,070	68,344,070

Profit for the year	-	-	-	14,392,168	14,392,168	14,392,168
At 31 January 2025	1,100	54,999,900	(54,999,976)	82,735,214	82,736,238	82,736,238

Page 13


Portfolio Brands International UK Limited

Company statement of changes in equity

For the year ended 31 January 2026

	Called up share capital	Share premium account	Total equity
	$	$	$
At 1 February 2025	1,100	54,999,900	55,001,000
At 31 January 2026	1,100	54,999,900	55,001,000

Company statement of changes in equity

For the year ended 31 January 2025

	Called up share capital	Share premium account	Total equity
	$	$	$
At 1 February 2024	1,100	54,999,900	55,001,000
At 31 January 2025	1,100	54,999,900	55,001,000

The notes on pages 17 to 31 form part of these financial statements.

Page 14


Portfolio Brands International UK Limited

Consolidated statement of cash flows

For the year ended 31 January 2026

			2026	2025
			$	$

Cash flows from operating activities
Profit for the financial year	14,506,034	14,392,168
Adjustments for:
Depreciation of tangible assets	344	346
Interest received	(127,282)	(222,324)
Taxation charge	2,246,683	2,483,337
Decrease/(increase) in debtors	3,913,227	(19,065,868)
(Decrease)/increase in creditors	(20,344,061)	4,101,068
Corporation tax (paid)	(2,136,641)	(1,645,071)
Net cash generated from operating activities	(1,941,696)	43,656

Cash flows from investing activities
Interest received	127,282	222,324
Net cash from investing activities	127,282	222,324

Net (decrease)/increase in cash and cash equivalents	(1,814,414)	265,980
Cash and cash equivalents at beginning of year	6,438,259	6,172,279
Cash and cash equivalents at the end of year	4,623,845	6,438,259

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	4,623,845	6,438,259
	4,623,845	6,438,259

The notes on pages 17 to 31 form part of these financial statements.

Page 15


Portfolio Brands International UK Limited

Consolidated Analysis of Net Debt

For the year ended 31 January 2026


At 1 February 2025	Cash flows	At 31 January 2026
$	$	$

Cash at bank and in hand	6,438,259	(1,814,414)	4,623,845
Debt due within 1 year	-	-	-
	6,438,259	(1,814,414)	4,623,845

The notes on pages 17 to 31 form part of these financial statements.

Page 16


Portfolio Brands International UK Limited

Notes to the financial statements

For the year ended 31 January 2026

1.	General information

Portfolio Brands International UK Ltd (‘the Company') is a holding company. The Company was incorporated on 18 October 2018 and these financial statements are for the financial year ended 31 January 2026.

The Company is a private company limited by shares and is incorporated in the United Kingdom and registered in England. The address of its registered office is 3 The Matchyns, London Road, Rivenhall End, Witham. Essex, England, CM8 3HA.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Going concern

At 31 January 2026, the Group had cash and cash equivalents of $4.6m and no external borrowings and is in a net current asset position of $97.8m. The Group continues to meet its day to day working capital requirements through its bank facilities. The Company has net assets of $55.0m and no external liabilities at year end.

After making enquiries, the directors have a reasonable expectation that the Company and Group has adequate resources to continue in operational existence for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements. The directors have considered that current uncertainties would not have a material impact on the Company and Group's ability to continue as a going concern as of the approval date. Therefore, the directors are satisfied that the going concern basis is appropriate in the preparation of these individual and consolidated financial statements.

Page 17


Portfolio Brands International UK Limited

Notes to the financial statements

For the year ended 31 January 2026

2.Accounting policies (continued)

2.4

Exemptions for qualifying entities under FRS 102

As Portfolio Brands International UK Ltd is part of this consolidation, the Company is a qualifying entity and has taken advantage of the below available disclosure exemptions for qualifying entities:

−Exemption under paragraph 1.12(b) of FRS 102 not to present the Company statement of cash flows on the basis that it is a qualifying entity and the consolidated statement of cash flows, included in these financial statements, includes the Company's cash flows;

−Exemption from the financial instrument disclosure requirements of Section 11 paragraphs 11.39 to 11.48A and Section 12 paragraphs 12.26 to 12.29A of FRS 102 providing the equivalent disclosures are included in the consolidated financial statements of the Group in which the entity is consolidated.

2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is USD.

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 date 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 at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

The Group earns royalties from retailers under licenses and intellectual property held by the subsidiary
company, Perry Ellis International Europe Limited. Royalty income is recognised on an accruals basis in accordance with the substance of the relevant agreement.

Page 18


Portfolio Brands International UK Limited

Notes to the financial statements

For the year ended 31 January 2026

2.Accounting policies (continued)

2.7

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.9

Pensions

Defined contribution pension plan

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

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

2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Page 19


Portfolio Brands International UK Limited

Notes to the financial statements

For the year ended 31 January 2026

2.Accounting policies (continued)

2.10

Current and deferred taxation (continued)

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes 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 cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings	-	20%
Computer equipment	-	20%
Other fixed assets	-	20%

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 profit or loss.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 20


Portfolio Brands International UK Limited

Notes to the financial statements

For the year ended 31 January 2026

2.Accounting policies (continued)

2.15

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.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.17

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Investments in non-derivative instruments that are equity to the issuer are measured:

∙at fair value with changes recognised in the Consolidated statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;

∙at cost less impairment for all other investments

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 the Statement of comprehensive income.

Page 21


Portfolio Brands International UK Limited

Notes to the financial statements

For the year ended 31 January 2026

2.Accounting policies (continued)

2.17

Financial instruments (continued)

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 best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance sheet 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.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements made in the process of preparing the entity financial statements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical judgement in applying the entity's accounting policies
There were no critical judgements made by the directors that had a significant effect on the amounts recognised in the financial statements.

Critical accounting estimates and assumptions
The directors make estimates and assumptions concerning the future in the process of preparing the entity financial statements. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

Investments in subsidiaries
The carrying value of investments in subsidiary companies is stated at cost less impairment. The initial cost was set through a contribution agreement with the ultimate parent company, Perry Ellis International Inc. On an annual basis the directors consider whether any impairment indicators exist that would require an impairment review be performed. No such impairment indicators arose.

Impairment of debtors
The directors make an assessment at the end of each financial year of whether there is objective evidence that a trade or other debtor is impaired. When assessing impairment of trade and other debtors, the directors consider factors including the current credit rating of the debtor, the age profile of outstanding invoices, recent correspondence and trading activity, and historical experience of cash collections from the debtor.

Page 22


Portfolio Brands International UK Limited

Notes to the financial statements

For the year ended 31 January 2026

Royalty income	17,744,485	17,428,057
Advertising	2,049,556	1,772,485
	19,794,041	19,200,542

In the opinion of the directors, an analysis of turnover by geographic market would be seriously prejudicial to the interests of the Group, and therefore has not been made as permitted under SI 2008/410 1 Sch 68 paragraph 5.

The Company had no turnover in the year (2025 - $NIL).

Depreciation of tangible assets	345	346
Exchange differences	27,474	7,551
Defined contribution pension cost	7,705	5,738

The Company had no operating profit in the year ended 31 January 2025.

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements (borne by the subsidiary companies)

14,000

13,500

	Fees payable to the Company’s auditor for other services:
	Audit of the Company’s subsidiaries	51,000	47,900

Page 23


Portfolio Brands International UK Limited

Notes to the financial statements

For the year ended 31 January 2026

7.	Employees
	Staff costs, including Directors' remuneration, were as follows:

		Group	Group
		2026	2025
		$	$


Wages and salaries	738,392	714,383
Social security costs	89,383	85,708
Cost of defined contribution scheme	12,666	5,738
	840,441	805,829

The average monthly number of employees, including the Directors, during the year was as follows:

	2026	2025
	No.	No.

Average number of employees	6	6

The Company has no employees other than the Directors, who did not receive any remuneration (2025 - $NIL).

8.	Directors' remuneration

During the year retirement benefits were accruing to no Directors (2025 - NIL) in respect of defined contribution pension schemes.

The directors did not receive any remuneration from the Company or its subsidiaries during the year in respect of management services or in their capacity as director.

9.	Interest receivable
		2026	2025
		$	$

Other interest receivable

127,282

222,324

Page 24


Portfolio Brands International UK Limited

Notes to the financial statements

For the year ended 31 January 2026

Corporation tax
Current tax on profits for the year	1,531,934	1,583,258
Foreign tax
Foreign tax on income for the year	713,594	900,079
Total current tax	2,245,528	2,483,337

	Deferred tax
	Origination and reversal of timing differences	1,155	-


	Tax on profit	2,246,683	2,483,337

Profit on ordinary activities before tax

16,752,717

16,875,505

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 12.5% (2025 - 12.5%)	2,094,090	2,109,438
Effects of:
Expenses not deductible for tax purposes	(31,277)	(193)
Capital allowances for year in excess of depreciation	16	16
Other permanent timing differences	(502,500)	(502,500)
Double taxation relief	(60,215)	(79,084)
Foreign witholding tax deducted	714,749	900,079
Income taxed at a higher rate	31,820	55,581
Total tax charge for the year	2,246,683	2,483,337

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 25


Portfolio Brands International UK Limited

Notes to the financial statements

For the year ended 31 January 2026

11.	Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The profit after tax of the parent Company for the year was $ (2025 - $NIL).

12.	Tangible fixed assets
	Group

	Fixtures and fittings	Computer equipment	Other fixed assets	Total
	$	$	$	$
Cost or valuation
At 1 February 2025	22,217	1,729	26,799	50,745
At 31 January 2026	22,217	1,729	26,799	50,745
Depreciation
At 1 February 2025	22,217	925	26,799	49,941
Charge for the year	-	344	-	344
At 31 January 2026	22,217	1,269	26,799	50,285
Net book value
At 31 January 2026	-	460	-	460
At 31 January 2025	-	804	-	804

Page 26


Portfolio Brands International UK Limited

Notes to the financial statements

For the year ended 31 January 2026

13.	Fixed asset investments

	Company

		Investments in subsidiary companies
		$
	Cost or valuation
	At 1 February 2025	55,000,000
	At 31 January 2026	55,000,000

	Net book value
	At 31 January 2026	55,000,000
	At 31 January 2025	55,000,000

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

	Perry Ellis International Group Holdings Limited	Olympic House, Pleasants Street, Dublin 8, Ireland	Investment holding	Ordinary	100%
	Perry Ellis International Europe Limited (directly owned by Perry Ellis International Group Holdings Limited)	Olympic House, Pleasants Street, Dublin 8, Ireland	Licensing of trademarks	Ordinary	100%

Page 27


Portfolio Brands International UK Limited

Notes to the financial statements

For the year ended 31 January 2026

14.

Debtors

Group	Group	Company	Company
2026	2025	2026	2025
$	$	$	$

Due after more than one year
Deferred tax asset	38,829	38,829	-	-
Due within one year
Trade debtors	1,938,924	1,209,437	-	-
Amounts owed by group undertakings	99,900,773	104,581,198	-	-
Other debtors	44,676	6,965	1,000	1,000
	101,923,202	105,836,429	1,000	1,000

Trade debtors are after provision for impairment of $NIL (2025 - $NIL).

Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

15.	Cash and cash equivalents
		Group	Group
		2026	2025
		$	$

	Cash at bank and in hand	4,623,845	6,438,259

16.	Creditors: Amounts falling due within one year
		Group	Group
		2026	2025
		$	$

Trade creditors	447,581	124,379
Amounts owed to group undertakings	5,231,526	25,943,569
Corporation tax	1,158,136	1,048,094
Other creditors	-	10,292
Accruals and deferred income	1,954,741	1,421,210
	8,791,984	28,547,544

Trade and other payable at various dates in the three months after the end of the financial year in accordance with the creditors usual and customary credit terms.

Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

Page 28


Portfolio Brands International UK Limited

Notes to the financial statements

For the year ended 31 January 2026

17.	Creditors: Amounts falling due after more than one year
		Group	Group
		2026	2025
		$	$

	Accruals and deferred income	513,251	991,710

The Company had no creditors falling due after more than one year (2025 - $NIL).

18.	Financial instruments
		Group	Group
		2026	2025
		$	$

Financial assets
Financial assets measured at fair value through profit or loss	4,623,845	6,438,259
Financial assets that are debt instruments measured at amortised cost	101,884,373	105,797,600
	106,508,218	112,235,859

	Financial liabilities
	Financial liabilities measured at amortised cost	(8,974,859)	(29,539,254)

19.	Deferred taxation
	Group

		2026
		$

	At beginning of year	38,829
	Charged to profit or loss	-
	At end of year	38,829

		Group	Group
		2026	2025
		$	$

Change in provision balance

38,829

Page 29


Portfolio Brands International UK Limited

Notes to the financial statements

For the year ended 31 January 2026

20.	Share capital

Group	2025	2024
	$	$
Authorised
100,000,000 (2024 - 100,000,000) Ordinary shares of $0.012 each (equivalent €0.01)	1,200,000	1,200,000

Company
	2026	2025
	$	$

Allotted, called up and fully paid

1,100 (2025 - 1,100) Ordinary shares of $1.00 each	1,100	1,100

On 18 October 2018, 1,000 ordinary shares were issued for $1,000. On 22 October 2018, 100 ordinary shares were issued for $55,000,000, including share premium of $54,999,900. Expenses on the issues of shares were borne by the ultimate subsidiary company, Perry Ellis international Europe Limited.

21.

Reserves

Share premium account

Includes any premium received on issue of share capital. Any transactions costs associated with the issuing of shares are deducted from share premium.

Merger reserve

The merger reserve represents the difference between the carrying value of the assets and liabilities acquired and the cost of investment in respect of the acquisition by the Company of Perry Ellis International Group Holdings Limited. The contribution agreement dated 22 October 2018, constituted a merger, in accordance with the Companies Act 2006, and a merger reserve of $54,999,976 was created on the issue of 100 ordinary shares.

Profit and loss account

This includes all current and prior period retained profits and losses.

22.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to $8,862 (2025 - $5,738). Contributions totalling £NIL (2025 - $NIL) were payable to the fund at the balance sheet date and are included in creditors.

Page 30


Portfolio Brands International UK Limited

Notes to the financial statements

For the year ended 31 January 2026

23.	Commitments under operating leases
	At 31 January 2026 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2026	2025
		$	$

Not later than 1 year	73,546	67,512
Later than 1 year and not later than 5 years	272,518	315,054
	346,064	382,566

The Company had no off-balance sheet arrangements.

24.	Related party transactions
	The Company is exempt from disclosing other related party transactions as they are with other companies that are wholly owned within the Group.

25.	Post balance sheet events

There have been no significant events affecting the Group since the year end.

26.	Ultimate parent undertaking and controlling party

The immediate parent undertaking is Portfolio Brands LLC, a company incorporated in the United States of America. Portfolio Brands International UK Ltd is the smallest and largest company to consolidate financial statements. Copies of the Portfolio Brands International UK Ltd consolidated financial statements can be obtained from the Companies House website.

The ultimate controlling party is Feldenkreis Holdings LLC, a company incorporated in the United States of America.

27.	Guarantees

The company's subsidiaries act as a guarantor for group debt facilities held by Fortress Credit Corporation under a mortgage debenture dated 8 January 2019 and a supplemental debenture dated 8 January 2019. Under the terms of the debentures, the company has charges and assignments over all of its present and future real property, plant, licences, intellectual property, agreements, insurances, life policies, bank accounts, certain book debts, securities, and uncalled capital and goodwill.

The Company acts as a guarantor for group debt facilities held by Sound Point Agency LLC under a mortgage debenture dated 20 December 2021. Under the terms of the debentures, the company has charges and assignments over all of its present and future real property, plant, licences, intellectual property, agreements, insurances, life policies, bank accounts, certain book debts, securities, and uncalled capital and goodwill.

Page 31