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

The company operates clothing retail stores in the United Kingdom, specialising in business attire and accessories. Customers can also order clothes via the webstore.

KPI's for the company are turnover and EBITDA.

The company’s turnover for the year ended 31 December 2024 was £31.6m, which represents an increase of £3.4m (12.1%) compared to the turnover of £28.2m in 2023. This was due to continued sales growth experienced in 2024 with shop sales and web sales increasing 11.6% and 15% respectively.

Earnings before interest, tax, depreciation, and amortisation (EBITDA) was £1.4m, up from £1.1m in 2023.

The profit after taxation was £1.1m (2023: £846k). This increase was mainly driven by the increase in EBITDA with operational expenses making up a lower percentage of the cost base. Staff headcount being reduced in the year was a contributing factor to this.

As part of the Risk and Opportunity Register a wide range of risks was considered and assessed. The risks considered most relevant in terms of likelihood and impact (scale 1 (low) to 5 (high)) for Suit Supply to achieve its targets are explained in the table below.

These are risks that have been assessed in the risk management process as having at least a moderate potential impact. In general, it is possible that further latent risks or risks that are currently estimated as immaterial may negatively impact the Group’s development in the future to more than the stated extent.

In the table all material risks are marked (m) and explained in more detail. In contrast, risks assessed with a reduced likelihood and impact (within 1 year) are not explained in more detail.

COMPLIANCE

Compliance with Suitsupply’s code of conduct and laws and regulations

Given the rapidly changing (external) environment, compliance with Suitsupply’s code of conduct and laws and regulations is important and the likelihood of non-compliance is increasing. The possible impact of non-compliance could be high and Suitsupply would like to avoid those risks.

In 2024, Suitsupply maintained its focus on identifying and mitigating compliance risks. The ethics & compliance program is further anchored within the organization and it is important to note the investigation guidelines for the SpeakUp reports. This policy provides guidelines for the investigation of SpeakUp reports made by Suitsupply employees through the SpeakUp web platform or through emails sent to compliance@suitsupply.com or speakup@suitsupply.com. It aims to ensure a consistent way of handling, administrating, and investigating compliance related matters.

STRATEGIC AND EXTERNAL

Reputational damage to the Suitsupply brand

Inherently, brands are subject to reputational risks. The likelihood is considered relatively high, also the possible impact is considered high as this could impact brand perception. Risk appetite is low as the brands are a key part of the success of the business.

This risk for Suitsupply is mitigated by having strong focus on brand consistency through all channels as well as campaigns, collections, stores, social media etc. Furthermore, Suitsupply has an extensive training programme and a focus on CSR policies. Suitsupply has registered its brand name in all active countries.

Changing consumer behaviour

As a retail brand, Suitsupply is exposed to changes in consumer behavior and consumer preferences. Suitsupply closely follows these trends and responds to this with a continued focus on an interpreted collection of tailored formal wear as well as elevated casual.

The likelihood of significant change is considered medium as we believe that Suitsupply will remain relevant in the market. Risk appetite in this area is low as shifts in consumer behavior could have a significant impact on the business.

OPERATIONS

Attract and retain talent

Not being able to recruit and retain best of class employees may impact the ability to effectively run, scale, grow and innovate Suitsupply and maintain the desired quality levels of the product and services. In general, there is a high demand on qualified personnel.

The likelihood of this risk and impact is considered medium as Suitsupply is an attractive brand to work for, also impact is medium as it will slow down potential growth. Risk appetite is relatively low because it is an important element for future growth.

Suitsupply has significantly invested in its recruitment team and efforts. The internal recruiting team has been expanded and embedded in the business units. In addition, Suitsupply offers a multi-layered training cycle to develop our employee’s expertise and skillset aligning with brand expectations.

Outlook 2025 and forecasting

The Suitsupply group expects to further grow the business. It believes key drivers include:

• Increased sell-through of stock through the company’s current physical footprint;

• Continuation of strong like for like performance amongst others by investments to support the current store base (e.g. back of house investments, additional fitting rooms)

• New store openings and expansions of current stores

The annual plan also includes costs efficiencies and based thereon there will be sufficient cash headroom available to execute the plan and make the required investments in new and existing stores. The Company expects that the average total number of FTE’s to remain more or less stable with planned investments mostly focused on the extension and improvement of the existing stores.

Subsequent Events

No subsequent events after the reporting period are known which might have a material influence on the assets, liabilities, financial position and profit or loss of the Company.

On behalf of the board

The director presents his annual report and financial statements for the year ended 31 December 2024.

The results for the year are set out on page 9.

No ordinary dividends were paid. The director does not recommend payment of a final dividend.

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

The auditor, BKL Audit LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The director is responsible for preparing the annual report 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; and

• 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 them 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.

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

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

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

In our opinion 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

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

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's 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, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

As explained more fully in the director's responsibilities statement, 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 is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the 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.

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

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

Capability of the audit in detecting irregularities, including fraud:

Based on our understanding of the company and the industry, we identified that the principal risks of non-compliance with laws and regulations related to the failure to comply with tax regulations and anti-bribery and anti-corruption 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 the Companies Act 2006. 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. Audit procedures performed by the auditors included:

- Discussions with key management personnel, including consideration of known or suspected instances of non-compliance with laws and regulations;

- Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;

- Identifying and testing manual journal entries, in particular any journal entries posted with unclear     rationale.

There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

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

Suit Supply UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is C/o TMF Group 13th Floor, One Angel Court, London, United Kingdom, EC2R 7HJ.

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

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

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

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

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

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

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

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

The financial statements of the company are consolidated in the financial statements of Suit Supply Holding B.V. These consolidated financial statements are available from its registered office, Gelrestraat 16, 1079 MZ Amsterdam, The Netherlands.

The company has traded with operating profits since inception. At the year-end the company had net current assets of £1,719,135 (2023: £1,578,236) and made a profit after tax of £1,070,356 (2023: £845,608). Atruet the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

Turnover represents amounts derived from the supply of business attire and accessories which fall within the company's ordinary activities after deduction of trade discounts and value added tax. Revenue is recognised on receipt of goods by the customer for store sales and at the point the goods are dispatched from the warehouse for webstore sales. All turnover is recognised within the United Kingdom.

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Assets in the course of construction are not depreciated.

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

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

Inventory is not owned on a local entity level but by the related entity Suit Supply B.V. The related cost of sales transactions is recognised on the flash title basis at the moment of the sale.

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

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

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

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

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

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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

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

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

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

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

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

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

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

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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

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

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

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

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

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

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

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

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Finance costs

Finance costs of financial liabilities are recognised in the profit and loss account over the term of such instruments at a constant rate on the carrying amount.

Finance costs which are directly attributable to the construction of tangible fixed assets are capitalised as part of the cost of those assets. The commencement of capitalisation begins when both finance costs and expenditures for the asset are being incurred and activities that are necessary to get the asset ready for use are in progress.

Capitalisation ceases when substantially all the activities that are necessary to get the asset ready for use are complete.

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

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

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

Management exercises judgement in deciding which costs to capitalise during construction and when the asset is ready for use.

All revenue arose within the UK.

Depreciation of tangible fixed assets is included in administrative expenses. Included in the depreciation expense is an amount of £12,107 (2023: £3,517) related to depreciation charged by Suit Supply B.V, for the use of its assets by the company.

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

Their aggregate remuneration comprised:

The remuneration for the Director in the year was borne by Suit Supply B.V. The total remuneration for the director paid by Suit Supply UK Limited was £nil (2023: £nil).

There is interest on related parties' accounts applicable, which amounts to 4.5% to 4.9% (2023: 2.1% to 4.5%) per annum.

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

The category land and buildings includes leasehold improvements. Suit Supply UK Limited does not own any land.

The amount receivable from related parties solely relate to current accounts with Suit Supply B.V. The interest rate for the year ranged from 4.5% to 4.9% (2023: 2.1% to 4.5%) per annum, there is no expiry date of the current account.

Included in other payables is a balance of £11,705 (2023: £9,205) relating to defined contribution pension charges.

During the year, the group entered into a new refinancing agreement and a charge has been placed over the company creating security over bank accounts, insurances, tangible assets, contracts and goodwill, as well as a floating charge over all assets.

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

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The retained earnings reserve represents cumulative profits and losses, net of dividends paid and other adjustments. This is a distributable reserve.

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

There were no other capital commitments outstanding at 31 December 2024 (2023: £nil).

The company has taken advantage of the exemption available in accordance with Section 33.1A of Financial Reporting Standard 102 whereby it has not disclosed transactions entered into between two or more members of a group, as the parent company wholly owns the subsidiary undertakings in which the company is party to the transactions.

The smallest group in which the results of Suit Supply UK Limited are consolidated is headed by the immediate parent, Suit Supply Holding B.V., with a registered address being Gelrestraat 16, 1079 MZ Amsterdam, The Netherlands. Fokke de Jong HoldCo LLC is the ultimate parent company and its consolidated financial statements can be obtained from its registered office, c/o Corporation Service Company, 251 Little Falls Drive, 19808, Wilmington, USA.

The director F M de Jong is the ultimate controlling party.