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REGISTERED NUMBER: 13652665 (England and Wales)












Group Strategic Report,

Report of the Directors and

Audited

Consolidated Financial Statements

for the Year Ended 31 December 2023

for

Ralawise Group Holdings Limited

Ralawise Group Holdings Limited (Registered number: 13652665)






Contents of the Consolidated Financial Statements
for the year ended 31 December 2023




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 9

Report of the Independent Auditors 11

Consolidated Statement of Comprehensive Income 14

Consolidated Statement of Financial Position 15

Company Statement of Financial Position 16

Consolidated Statement of Changes in Equity 17

Company Statement of Changes in Equity 18

Consolidated Statement of Cash Flows 19

Notes to the Consolidated Statement of Cash Flows 20

Notes to the Consolidated Financial Statements 21


Ralawise Group Holdings Limited

Company Information
for the year ended 31 December 2023







DIRECTORS: J P Batson
J P Batson
E V Batson
I C Milburn
A M McPherson
S P Banks FCA



REGISTERED OFFICE: Unit 112 Tenth Avenue
Deeside Industrial Park
Deeside
Flintshire
CH5 2UA



REGISTERED NUMBER: 13652665 (England and Wales)



SENIOR STATUTORY AUDITOR: Neil Barton



AUDITORS: Forvis Mazars LLP
Chartered Accountants
and Statutory Auditor
One St Peter's Square
Manchester
M2 3DE

Ralawise Group Holdings Limited (Registered number: 13652665)

Group Strategic Report
for the year ended 31 December 2023

The directors present their strategic report of the company and the group for the year ended 31 December 2023.

Ralawise Group Holdings Limited is the holding company for a group of family owned and controlled businesses ('group'). The principal activity of the group is the B2B distribution of clothing and apparel related products. The group distributes over 100 brands from recognised leisurewear brands, prominent global sports brands, and industry activewear brands including market leading sustainable, recycled and organic products. The group also has a growing selection of private label / own-brands that are created internally and directly sourced, these are either exclusive to the group or distributed more widely via a network of 3rd party distributors.

The main trading companies within the group are;

Ralawise Limited
Premier Clothing Limited
RalaTeam BV (a company registered in the Netherlands)
Ralawise Ireland Limited (a company registered in Ireland)
Ralawise GmbH (a company registered in Germany)

The group supplies clothing to the wholesale, retail and e-tail industries and most of the products sold are subject to further value-added processes by our customers before onward sale to businesses, retailers and consumers. The group's customer base in U.K., Europe and United States of America covers a broad and extensive range of market sectors including;

- Sports & activewear
- Hospitality
- Workwear
- Safety clothing
- Mass events (including sports & music merchandise)
- Leisurewear
- High street retail
- Fashion
- Education
- Health & beauty
- Medical and healthcare

Over 85% of the group's revenue is traded via its online platform. The group is the leader in the combined UK and European marketplace, where it has a growing market share through enhanced service levels, strength of inventory and an attractive brand portfolio of world leading industry brands. In United States of America, the group's private label products are developing in the key product areas of hospitality, sports and active wear. The United States of American market offers an excellent opportunity for growth due to its size and scale.

The group is planning further strategic investments into product, infrastructure and selling channels.

REVIEW OF BUSINESS
During 2023 the recovery from the headwinds of previous years continued but at a more moderate pace as the toll of inflation, spiralling costs, increased wages and the highest interest rates since 2009 dampened demand, particularly in the key UK market. Q1 & Q2 of 2023 actually started positively with a major bounce in some key sectors, however Q3 & Q4 saw a dramatic reverse of this as corporate and consumer confidence diminished on the backdrop of a downbeat economic outlook for the months ahead. These poor market conditions and flat demand continued for Q1 of 2024, with the first signs of a return to growth being seen in Q2. Overall the group's turnover increased by 3.7% to £191.7m.

In 2023 the group experienced product devaluation and moderating prices leading to a 3.1% reduction in the Gross Profit margin to 27.0% down from 30.1%. The product devaluation was brand led and affected the whole industry. Prices fell as inventory excesses in the market were released and competitors chased market share against the backdrop of flat business activity levels. Additionally, during this time the group was processing high cost inventory purchased at peak times of the supply chain crisis and currency weakness. The group is confident that some of these margin reduction pressures have come to end and that this coupled with a number of margin improvement strategies that have been implemented will enable the Gross Profit margin to be return to historic levels.


Ralawise Group Holdings Limited (Registered number: 13652665)

Group Strategic Report
for the year ended 31 December 2023


The group's product mix is one of our key strenghts and further investments have been made in new brands and product sectors, for example the scrubs healthcare products brand Onna (by Premier Clothing) was recently launched offering customers the opportunity to move into the large, well-established sector of healthcare/wellbeing scrubs. Despite the squeeze on budgets as companies and consumers tighten their belts there has been a positive movement of the group's customers towards the best products and brands, particularly those which are exclusive to the group, with this in mind the group plans further product development and brand collaborations.

The SKU reduction programme which commenced during the year has produced improved efficiencies and cost savings and will continue as the group moves towards its target of a net 20% reduction in SKU numbers by the end of 2024. This inventory realignment will come at a cost as many of these SKUs will have to be sold efficiently and sustainably at discounted prices. The group has actively redeveloped Raladeal, its 'close out' business model, to create a long term outlet for discontinued product. The inventory position which grew substantially to £103.9m at the end 2022 on the back of supply chain disruption stabilised at £104.9m at the end of 2023 as normal supply chain timescales have been restored. Group inventory in UK, Europe and USA is set to reduce in 2024 to more efficient levels without impacting service levels to customers. This will have a positive impact on the inflated levels of storage and financial costs that are being incurred and will increase the group's inventory turns going forward into 2024/2025.

The group recognises the importance of markets outside of the UK as a source of future growth and sales to Ireland, mainland Europe and United States of America remained positive. The Ralateam BV business made excellent progress on the back of realignment of product categories. Our 3rd party logistic facilities in the USA and the Netherlands continue to be successful and we are working closely with our logistic partners are to improve service levels, speed of delivery and to make further efficiencies.

Whilst the group is working hard to overcome the difficulties as best we can, it must be stressed that Brexit still massively impacts the business with respect to duties (inbound and outbound) and an increased administrative burden. Indeed, following Brexit the group is now the only distributor with sizable operations in the UK, Ireland and mainland Europe. This is a positive position and one that we and our brand partners see as providing a major competitive advantage.

2023 saw increased investment in people, technology and infrastructure and the kick start of two long term strategic projects that will drive increased capacity, capability and efficiency in the future.

The group continued to invest in its web platform www.ralawise.com offering extended and new services for customers while driving efficiency with order processing and customer experience. The platform continues to be the market leader for choice, speed, and usability in UK, Ireland & mainland Europe. More investments are planned to improve our customers' complete end to end shopping experience and business support platform.

Key Performance Indicators:

The key performance indicators are :

2023 2022
Revenue £191.7m £184.8m
Gross Profit £51.7m £55.7m
Gross profit % 27.0% 30.1%
EBITDA (non adjusted ) £10.5m £19.1m
Shareholder funds £93.0m £89.7m
Inventory £104.9m £103.8m

A new long term Asset Backed Lending facility (ABL) was agreed with the group's bankers during the year. This provides significantly increased facilities and available liquidity, as evidenced by the increase in cash reserves to £8.9m from £3.4m. Significant cash generation from operations is expected during 2024, arising mainly from the regularisation of stocks to more standard levels.


Ralawise Group Holdings Limited (Registered number: 13652665)

Group Strategic Report
for the year ended 31 December 2023

PRINCIPAL RISKS AND UNCERTAINTIES
The geopolitical landscape has become even more complex, dangerous and uncertain with the war in Ukraine entering its third year, disputes in the Far East and tragic difficulties in the Middle East. As a consequence, supply chain logistics have again been impacted with longer lead times due to shipping disruption. The coming year will also see a series of governmental elections across the group's main markets, which will increase uncertainty in political and economic direction.

Inflation which peaked at over 10% moderated through the past year and is set to return to more sustainable levels of c.2% by mid-2024, however the full effects of some of the price rises are delayed and have still to filter through to all layers of the business. For example, the group renegotiated its energy supply contracts in October 2023 at prices that were significant increased from the previous 3 year fixed term deal. Energy efficiency measures and active cost reduction plans have been implemented to mitigate the overall financial effect of these price increases.

Interest rates finished the year at 5.25% base rate, which is inflicting huge funding costs to the group and our customers alike. It is expected that monetary tightening will ease over the coming year and that this will lead to a much more positive environment for all, and a reboot in customer and consumer confidence. The group is actively taking action to reduce its borrowings and interest payment exposure.

The ever increasing costs of employment including apprenticeship levy, statutory wage rises etc. still remains a significant risk, however overall group employee numbers decreased as efficiencies and productivity improvements were found. Labour markets did ease slightly in 2023 as the economy slowed but remain tight and there are still huge gaps in skilled resources meaning competition for employees remains high.

The increase in the rate of UK corporation tax from 19% to 25% which was implemented in 2023 acts as a break on confidence, although the group's plans for infrastructure investment should help to mitigate this. The key to unlocking efficiency savings is investment and this will continue across all areas of the group's activities. We will appropriate manage the risks and uncertainties associated with such large scale investments.

Competitor activity is always a risk and is constantly reviewed. The group is confident that its tireless investment in, and dedication to, market leading products and services in all areas of the business should help mitigate the risks.

The shareholders, Board and senior management constantly review risks and uncertainties and we are fully confident that despite all the headwinds and issues presented that these will be overcome by our effective Risk Management strategies and processes.

The overall strategy of the group is to provide its shareholders, employees, customers and other valued stakeholders with a solid and robust platform from which further developments and investments can be made in a sustainable, responsible and profitable manner.

SECTION 172(1) STATEMENT
The board of directors of Ralawise Group Holdings Limited, both individually and collectively for the year ended 31 December 2023, consider in good faith, they have acted in the way most likely to promote the success of the group for the benefit of its members as a whole and having regard to the matters set out in s172 (1)(a-f) as below:
a) The likely consequences of any decision in the long term;
b) The interests of the group's employees;
c) The need to foster the group's business relationships with suppliers, customers and others;
d) The impact of the group's operations on the community and the environment;
e) The desirability of the group maintaining a reputation for high standards of business conduct; and
f) The need to act fairly between members of the company and the group.

The directors make decisions by taking their legal duty into account and also the priorities and requirements of the stakeholders.


Ralawise Group Holdings Limited (Registered number: 13652665)

Group Strategic Report
for the year ended 31 December 2023


a) The likely consequences of any decision in the long term
The directors have regard to the likely consequences of their decisions on the long term objectives and sustainability of the group, its stakeholders and the community whilst also preserving its values and culture. Ralawise is a business built on its standards and reputation and the directors would not take a decision which would have a detrimental impact on this whether in the short term or the long term.

b) The interests of the group's employees
Our employees are key, so it is very important that they have the right environment in which to create ideas and set high standards. Further details of engagement with employees are given below.

c) The need to foster the group's business relationships with suppliers, customers and others.
We carry out our business with similar-minded people with whom we collaborate and support. We build on this to forge strong and lasting partnerships which are important for our long-term success. Further details of engagement with suppliers, customers and others are given below.

d) The impact of the group's operations on the community and the environment.
We are proud to be part of the local and wider communities. It is our aim to create opportunities to recruit and develop local people and to understand the local issues that are important to the community and what we can do to support it. Most facilities and employees are based on the border of Wales and the Northwest of England and we regularly support local initiatives to improve this region and the lives of the people who work and live there.

e) The desirability of the group maintaining a reputation for high standards of business conduct.
All new employees receive a New Starter Pack which documents our history, standards, equal opportunities and training program (among other things). All employees have easy access to our Operating Procedures, Code of Conduct and Code of Business Ethics and understand the requirement for them to comply with the group's high standards of conduct at all times. The group also has a Child Labour Remediation Policy which operates throughout the business and our supply chain to show our commitment and responsibility to protect child /young workers. Any issues of non-compliance with any of our policies can be highlighted confidentially following our documented whistleblowing policies. Further details on Corporate Social Responsibility are given below.

f) The need to act fairly between members of the company and the group.
The group aims to act with integrity and courtesy in all its business relationships and will consider all members and stakeholders when making decisions for the overall good of the group.

ENGAGEMENT, HEALTH AND WELL-BEING OF EMPLOYEES
The Board would like to pay tribute to all our colleagues, as throughout 2023 their determination, loyalty and hardworking was truly outstanding, as it always is.

Employee engagement remains a major focus to the business and the group continues to communicate and support our teams on the following key matters;

- Recruitment
- Communication and collaboration
- Learning and development
- Equality
- Diversity and inclusion
- Employee relations
- Health, safety and well-being
- Reward and recognition

The group has in place a comprehensive network of communication, reporting, liaison, forums with all our colleagues to create a proactive inclusive environment.


Ralawise Group Holdings Limited (Registered number: 13652665)

Group Strategic Report
for the year ended 31 December 2023


The group prides itself as a responsible, equal opportunity, engaging, caring, employer. We strive to follow best practice in our welfare and renumeration practices. The group actively benchmarks itself on pay and conditions to maintain its position and competitiveness.

Health and well-being continues to be major initiatives for the company and the Employee Assistance Programme (EAP) is fully operational and integrated with a new Health Heroes 24/7 GP referral scheme implemented in the year. In response to the cost of living pressures, financial well-being is another priority and webinars are held for all colleagues in collaboration with our banking partner, HSBC .These are held on a regular basis and are designed to enhance understanding of all key day to day budgeting and financial topics.

Flexible and hybrid forms of working schemes were maintained in 2023 as they were appreciated by our employees. However, as 2023 progressed and in line with the general direction of flow of the employment market more and more colleagues were encouraged to come back to the office to enable better employee engagement and team morale.

During the year technology was implemented to support performance, goals and succession, this improves the visibility of our talent pipeline and allows us to create personalised opportunities and development programmes for all. 2023 also saw the successful launch of a graduate programme, which is helping to attract talent form a diverse background.

Gender pay gap data for Ralawise Limited was reported in April 2023. The pay gap was 4.3% and remained significantly below the UK reported average for 2023 of 14.3%. The company recognises more work is to be done to reduce this gap further (full details of the report is available at www.ralawise.com).

The group has policies in place to ensure that full and fair consideration is given to applications for employment made by disabled people and to ensure that there is no discrimination or bullying of disabled people in the workplace.

ENGAGEMENT WITH CUSTOMERS, SUPPLIERS AND OTHERS.
The group would like to thank all its stakeholders, customers and suppliers for their continued support and collaboration during 2023 and together we look forward to 2024 with optimism.

As availability of product improved and our operations became more streamlined our customers confidence in Ralawise and the services we provide continued to grow. Significant efforts were made in respect of customer retention and acquisition, and it is pleasing to report that active customer accounts reached record numbers during the year, a trend that has continued into 2024. More diverse and interactive plans with customers are planned which alongside further developments on the group's e-commerce platforms should lead even greater customer engagement.

The group's relationships with all its suppliers are a cornerstone to its success and further digital and technical enhancements were made. The group is passionate about driving change within its supply base and improving all areas of efficiency, compliance, best practice, and corporate governance.

CORPORATE SOCIAL RESPONSIBILITY
The group's internal CSR and Sustainability department made extensive progress in 2023 to further develop a comprehensive and fully integrated code of business ethics and CSR. These include the following topics

- modern slavery
- supply chain mapping
- corporate compliance
- transparency & traceability
- governance
- environmental impact
- sustainability


Ralawise Group Holdings Limited (Registered number: 13652665)

Group Strategic Report
for the year ended 31 December 2023


The group works closely with all its strategic supply partners in driving best practices in business ethics, manufacturing standards, social responsibility and in the following of international recognised accreditations and standards. The group is proud to be a member of SEDEX, Amfori and the Better Cotton initiative and is certified for GOTS in its Ralawise and Premier business units. All suppliers are required to follow the group code of conduct working closely and in collaboration with our CSR & Sustainability department. Further, they are encouraged to reduce their social and environmental impact including through the use of sustainable materials.

All areas of the group's activities are being challenged to reduce environmental impact, water usage, energy consumption etc. and we are proud to be 'zero to landfill'. Further the group is pleased to announce that all our electricity supply is from sustainable sources and that though our main logistics partner, DPD, more and more of our parcels are being delivered using electric vehicles.

The CSR and Sustainability department during the year made continue improvements in training, supply chain mapping, social compliance monitoring, traceability and transparency, and standard certifications.

The Board are actively involved in driving CSR and sustainability goals and all aspects of the group's operations are under review to ensure a sustainable, recycled and renewable future.

STREAMLINED ENERGY AND CARBON REPORT
Company Information and reporting period
This report has been based upon the period January 2023 to end December 2023.

Reasons for change in emissions from previous year
Emissions have remained relatively the same from 2022 and our specific energy consumption has reduced by around 6%.

Quantification and reporting methodology
We have used the 2023 UK Government conversion factors for company reporting. Some minor transportation data and gas has been estimated amounting to around 3% of our total emissions.

Organisational Boundary
This report covers the group's operations in the UK but excludes subsidiaries where there is no individual reporting requirement. Therefore the report is the same as that for Ralawise Limited.

Operational Scopes
We have measured our Scope 1 & 2 emissions to include our main energy sources as listed below.

2023 2022
Tonnes Co2e
Scope 1 Emissions - Emissions from activities for which the Group own or
control including combustion of fuel & operation of facilities. Emissions from
staff mileage and delivery vehicles.


83


84
Scope 2 Emissions - Emission from purchase of electricity & heat for own use. 355 352
Total Scope 1 & 2 emission tCo2e 437 436

Total Energy consumption to calculate above kWh 2,096,482 2,227,888
Energy Intensity Ratio to calculate above tCo2e/£M Income 2.60 2.64

Energy Efficiency activities
The ESOS phase 3 report to 5 December 2023 has recently been completed and this identified a number of energy saving opportunities which are currently being evaluated. A longer-term project involving a significant investment into solar power is also being progressed.


Ralawise Group Holdings Limited (Registered number: 13652665)

Group Strategic Report
for the year ended 31 December 2023


ON BEHALF OF THE BOARD:





J P Batson - Director


6 August 2024

Ralawise Group Holdings Limited (Registered number: 13652665)

Report of the Directors
for the year ended 31 December 2023

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2023.

DIVIDENDS
The total amount of dividends paid in the year was £1,529,340 (2022: £1,812,000).

FUTURE DEVELOPMENTS
Detail of the future developments are set out in the Strategic Report.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

J P Batson
J P Batson
E V Batson
I C Milburn
A M McPherson
S P Banks FCA

FINANCIAL RISK MANAGEMENT
The group has exposure in four main areas of financial risk: foreign exchange, liquidity, customer credit and cost price fluctuations.

Foreign exchange transactional currency exposure
The group is exposed to currency exchange risk due to a significant proportion of its transactions denominated in non-sterling currencies. The net exposure of each currency is monitored and if necessary managed by the use of various forward foreign exchange products. The group also operate foreign currency bank accounts to offset the exposure on receivables and payables.

Liquidity and cashflow risk
The objective of the group in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The group is in a strong financial position and has in place facilities to allow it to meet its financial obligations. New banking facilities agreed in 2023 have substantially strengthened the group's liquidity position.

Customer credit exposure
The group may offer credit terms to its customers which allow payment of the debt after delivery of the goods. The group is at risk to the extent that a customer may be unable to pay the debt on the specified due date. This risk is mitigated by the strong on-going customer relationships and effective credit control procedures. The group has a very large customer base which helps reduce the overall credit risk.

Cost price fluctuation risk
Price risk arises because of the variability in supply chain costs and the volatile nature of commodity prices which feed through to the price of the group's products. Such price risk exposure will effect the whole market in which the group operates and over a period of time selling prices and cost prices across the industry worldwide would be expected to come back into alignment. The group's strong financial and stockholding positions enable short term risk in this area to be managed.

DIRECTORS INDEMNITY INSURANCE
The group has paid for indemnity insurance cover for all of its directors.


Ralawise Group Holdings Limited (Registered number: 13652665)

Report of the Directors
for the year ended 31 December 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable 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 company will continue in business.

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

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

AUDITORS
The auditors, Forvis Mazars LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





J P Batson - Director


6 August 2024

Report of the Independent Auditors to the Members of
Ralawise Group Holdings Limited

Opinion
We have audited the financial statements of Ralawise Group Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Positions, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and 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, FRS 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 Group's and of the Parent Company's affairs as at 31 December 2023
and of the Group's 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 Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of 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 and the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information
The other information comprises the information included in the Group Strategic Report and
Report of the Directors, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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 the audit:
- the information given in the strategic report and the directors' report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
- the strategic report and the directors' report have been prepared in accordance with applicable legal
requirements.

Report of the Independent Auditors to the Members of
Ralawise Group Holdings Limited


Matters on which we are required to report by exception

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

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have
not been received from branches not visited by us; or
- the Parent Company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 9, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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

The extent to which our 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 of irregularities, including fraud.

Based on our understanding of the Group and the Parent Company and their industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
- Inquiring of the directors as to whether the Group and the Parent Company are in compliance with laws and
regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
- Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
- Communicating identified laws and regulations to the engagement team and remaining alert to any indications of
non-compliance throughout our audit; and
- Considering the risk of acts by the Group and the Parent Company which were contrary to applicable laws and
regulations, including fraud.

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.


Report of the Independent Auditors to the Members of
Ralawise Group Holdings Limited


In addition, we evaluated the directors' and management incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:
- Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or
alleged fraud;
- Gaining an understanding of the internal controls established to mitigate risks related to fraud;
- Discussing amongst the engagement team the risks of fraud; and
- Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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

Use of our report
This report is made solely to the Company 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.




Neil Barton (Senior Statutory Auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants
and Statutory Auditor
One St Peter's Square
Manchester
M2 3DE

6 August 2024

Ralawise Group Holdings Limited (Registered number: 13652665)

Consolidated
Statement of Comprehensive
Income
for the year ended 31 December 2023

2023 2022
Notes £    £   

TURNOVER 4 191,741,013 184,819,731

Cost of sales (139,970,459 ) (129,128,142 )
GROSS PROFIT 51,770,554 55,691,589

Distribution costs (33,961,126 ) (31,753,994 )
Administrative expenses (9,374,759 ) (6,961,484 )
8,434,669 16,976,111

Other operating income 5 53,420 57,525
OPERATING PROFIT 8 8,488,089 17,033,636

Interest receivable and similar income 92,995 29,461
8,581,084 17,063,097

Interest payable and similar expenses 9 (2,135,319 ) (634,078 )
PROFIT BEFORE TAXATION 6,445,765 16,429,019

Tax on profit 10 (1,533,965 ) (3,304,128 )
PROFIT FOR THE FINANCIAL YEAR 4,911,800 13,124,891

OTHER COMPREHENSIVE INCOME
Foreign exchange profit / (loss) arising
on translation of overseas subsidiary
undertakings (34,279 ) 76,955
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

(34,279

)

76,955
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

4,877,521

13,201,846

Profit attributable to:
Owners of the parent 4,911,800 13,124,891

Total comprehensive income attributable to:
Owners of the parent 4,877,521 13,201,846

Ralawise Group Holdings Limited (Registered number: 13652665)

Consolidated Statement of Financial Position
31 December 2023

2023 2022
Notes £    £   
FIXED ASSETS
Intangible assets 13 5,691,899 6,090,835
Tangible assets 14 3,978,076 4,514,171
Investments 15 - -
9,669,975 10,605,006

CURRENT ASSETS
Stocks 16 104,857,836 103,808,824
Debtors 17 28,884,800 30,418,639
Cash at bank and in hand 8,873,759 3,352,454
142,616,395 137,579,917
CREDITORS
Amounts falling due within one year 18 (55,688,745 ) (54,982,181 )
NET CURRENT ASSETS 86,927,650 82,597,736
TOTAL ASSETS LESS CURRENT
LIABILITIES

96,597,625

93,202,742

PROVISIONS FOR LIABILITIES 23 (3,559,788 ) (3,513,086 )
NET ASSETS 93,037,837 89,689,656

CAPITAL AND RESERVES
Called up share capital 24 6,082,123 6,082,123
Share Premium 25 44,550 44,550
Other reserves 25 5,542,733 5,542,733
Retained earnings 25 81,368,431 78,020,250
93,037,837 89,689,656

The financial statements were approved by the Board of Directors and authorised for issue on 5 August 2024 and were signed on its behalf by:





S P Banks FCA - Director


Ralawise Group Holdings Limited (Registered number: 13652665)

Company Statement of Financial Position
31 December 2023

2023 2022
Notes £    £   
FIXED ASSETS
Intangible assets 13 - -
Tangible assets 14 - -
Investments 15 25,001,481 25,001,481
25,001,481 25,001,481

CURRENT ASSETS
Debtors 17 46,435 123,223
Cash at bank 571,171 302,965
617,606 426,188
CREDITORS
Amounts falling due within one year 18 (240,688 ) (153,563 )
NET CURRENT ASSETS 376,918 272,625
TOTAL ASSETS LESS CURRENT
LIABILITIES

25,378,399

25,274,106

CAPITAL AND RESERVES
Called up share capital 24 6,082,123 6,082,123
Share Premium 25 44,550 44,550
Retained earnings 25 19,251,726 19,147,433
25,378,399 25,274,106

Company's profit for the financial year 1,633,633 20,959,433

The financial statements were approved by the Board of Directors and authorised for issue on 5 August 2024 and were signed on its behalf by:




........................................................................
S P Banks FCA - Director


Ralawise Group Holdings Limited (Registered number: 13652665)

Consolidated Statement of Changes in Equity
for the year ended 31 December 2023

Called up
share Retained Share Other Total
capital earnings Premium reserves equity
£    £    £    £    £   
Balance at 1 January 2022 6,081,673 66,630,404 - 5,542,733 78,254,810

Changes in equity
Issue of share capital 450 - 44,550 - 45,000
Dividends - (1,812,000 ) - - (1,812,000 )
Total comprehensive income - 13,201,846 - - 13,201,846
Balance at 31 December 2022 6,082,123 78,020,250 44,550 5,542,733 89,689,656

Changes in equity
Dividends - (1,529,340 ) - - (1,529,340 )
Total comprehensive income - 4,877,521 - - 4,877,521
Balance at 31 December 2023 6,082,123 81,368,431 44,550 5,542,733 93,037,837

Ralawise Group Holdings Limited (Registered number: 13652665)

Company Statement of Changes in Equity
for the year ended 31 December 2023

Called up
share Retained Share Total
capital earnings Premium equity
£    £    £    £   
Balance at 1 January 2022 1 - - 1

Changes in equity
Issue of share capital 6,082,122 - 44,550 6,126,672
Dividends - (1,812,000 ) - (1,812,000 )
Total comprehensive income - 20,959,433 - 20,959,433
Balance at 31 December 2022 6,082,123 19,147,433 44,550 25,274,106

Changes in equity
Dividends - (1,529,340 ) - (1,529,340 )
Total comprehensive income - 1,633,633 - 1,633,633
Balance at 31 December 2023 6,082,123 19,251,726 44,550 25,378,399

Ralawise Group Holdings Limited (Registered number: 13652665)

Consolidated Statement of Cash Flows
for the year ended 31 December 2023

2023 2022
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 2,859,104 (15,390,538 )
Interest paid (2,080,490 ) (878,064 )
Tax paid (2,476,453 ) (3,728,540 )
Net cash from operating activities (1,697,839 ) (19,997,142 )

Cash flows from investing activities
Purchase of intangible fixed assets (717,113 ) (228,405 )
Purchase of tangible fixed assets (417,030 ) (2,006,273 )
Sale of tangible fixed assets 48,447 19,100
Interest received 92,995 29,461
Net cash from investing activities (992,701 ) (2,186,117 )

Cash flows from financing activities
New loans in year - 14,829,015
Loan repayments in year (15,514,612 ) (9,825,450 )
Share issue - 450
Share Premium - 44,550
ABL financing 25,255,797 10,498,349
Equity dividends paid (1,529,340 ) (1,812,000 )
Net cash from financing activities 8,211,845 13,734,914

Increase/(decrease) in cash and cash equivalents 5,521,305 (8,448,345 )
Cash and cash equivalents at beginning of
year

2

3,352,454

11,800,799

Cash and cash equivalents at end of year 2 8,873,759 3,352,454

Ralawise Group Holdings Limited (Registered number: 13652665)

Notes to the Consolidated Statement of Cash Flows
for the year ended 31 December 2023

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS
2023 2022
£    £   
Profit before taxation 6,445,765 16,429,019
Depreciation charges 2,081,295 2,078,495
Profit on disposal of fixed assets (46,338 ) (18,506 )
(Decrease) / Increase in provisions 115,634 97,018
Effect of exchange differences (33,717 ) 76,845
Effect of fair value derivative (213,480 ) 223,704
Finance costs 2,135,319 634,078
Finance income (92,995 ) (29,461 )
10,391,483 19,491,192
Increase in stocks (1,049,012 ) (42,603,329 )
Decrease in trade and other debtors 1,872,966 1,208,468
(Decrease)/increase in trade and other creditors (8,356,333 ) 6,513,131
Cash generated from operations 2,859,104 (15,390,538 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 8,873,759 3,352,454
Year ended 31 December 2022
31.12.22 1.1.22
£    £   
Cash and cash equivalents 3,352,454 11,800,799


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

At 1.1.23 Cash flow At 31.12.23
£    £    £   
Net cash
Cash at bank and in hand 3,352,454 5,521,305 8,873,759
3,352,454 5,521,305 8,873,759
Debt
Debts falling due within 1 year (17,128,149 ) 15,514,612 (1,613,537 )
(17,128,149 ) 15,514,612 (1,613,537 )
Total (13,775,695 ) 21,035,917 7,260,222

Ralawise Group Holdings Limited (Registered number: 13652665)

Notes to the Consolidated Financial Statements
for the year ended 31 December 2023

1. GENERAL INFORMATION

Ralawise Group Holdings Limited ('The Company') is the head of a group primarily engaged in the on-line B2B.com distribution of clothing, apparel and related products.

STATUTORY INFORMATION

The company is a private company limited by shares and is incorporated in England and Wales with company number 13652665. The address of the registered office and principal place of business is Unit 112, Tenth Avenue, Deeside Industrial Park, Deeside, Flintshire, CH5 2UA.

2. STATEMENT OF COMPLIANCE

The group and individual financial statements of Ralawise Group Holdings Limited have been prepared in compliance with United Kingdom Accounting Standards, including "The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland" ("FRS 102") and the Companies Act 2006.

3. ACCOUNTING POLICIES

Significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated.

Basis of preparation
The consolidated and individual financial statements are prepared on the going concern basis under the historical cost convention and comply with United Kingdom Accounting Standards and Companies Act 2006.

Disclosure exemptions
The parent company has taken advantage of the exception allowed under Section 408 of the Companies Act 2006 not to present its own Income Statement in these financial statements.

Going concern
The group meets its day to day working capital requirements through its agreed banking facilities. During the reporting period a new 3 year Asset Backed Lending agreement (ABL) was agreed with the group's bankers, which significantly increased the available facilities. The group is not expected to utilise the full ABL facilities available in the normal course of business and the significant headroom in the ABL will allow the group to respond quickly to opportunities as they arise.

After reviewing the group's forecasts and projections, the directors are satisfied that the group has adequate resources to continue in operational existence for the foreseeable future, including a period of not less than 12 months from the date of signing of these financial statements. The group therefore continues to adopt the going concern basis in preparing its consolidated financial statements.

Basis of consolidation
The group financial statements consolidate the financial statements of Ralawise Group Holdings Limited and its subsidiary undertakings which are made up to 31 December.

A subsidiary undertaking is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.


Ralawise Group Holdings Limited (Registered number: 13652665)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

3. ACCOUNTING POLICIES - continued

Group formation
On 5 January 2022 Ralawise Group Holdings Limited acquired 100% of the share capital of Ralawise Limited by way of a share for share exchange with no additional consideration being provided. As a result the share capital of Ralawise Group Holdings Limited mirrored that of Ralawise Limited for all share classes and there were no changes in shareholders' equity positions.

The formation of the group as described above allows merger accounting to be followed with the overriding principle that the consolidated financial statements should show the results and financial position of the group as if it had always been in place.

In the single company accounts of Ralawise Group Holdings Limited the investment in Ralawise Limited is recorded at value equal to the nominal value of the shares issued in the share for share exchange. This treatment is in accordance with S612 CA 2006 (merger relief) and S615 CA 2006.

On 6 January 2022 the investments in Premier Clothing Limited and RalaTeam BV held by Ralawise Limited were transferred to Ralawise Group Holdings Limited as an in-specie dividend.

Business combinations and goodwill
Apart from the group formation referred to above, acquisitions of subsidiaries are accounted for by applying the purchase method. The cost of the business combination is measured at the aggregate of the fair value (at the date of exchange) of assets given, liabilities incurred or assumed, plus costs directly attributable to the business combination.

Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration to the group's interest in the identifiable net assets acquired.

Goodwill is amortised over its expected useful life of ten years.

Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and represents invoiced sales of goods, net of returns, discounts and rebates, excluding value added tax. Carriage charges made to customers are included in revenue. Revenue is recognised when the goods are despatched.

Intangible assets (excluding goodwill)
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Website and ecommerce platform - straight line over five years
Trademarks- straight line over ten years
Computer software- straight line over two and three years

Tangible fixed assets
Tangible fixed assets are stated at historical cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure directly attributable to making the asset capable of operating as intended.

Depreciation is provided at the following annual rates so as to write off cost of assets (less residual value) over their estimated useful economic lives. Assets are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.

Plant and machinery- straight line over four and ten years
Fixtures and fittings- straight line over two, four, seven and eight years
Motor vehicles- straight line over four years
Computer equipment- straight line over two, three and four years

Ralawise Group Holdings Limited (Registered number: 13652665)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

3. ACCOUNTING POLICIES - continued

The residual values and useful lives of assets are reviewed and adjusted if appropriate at the end of each reporting period.

Assets in the course of construction
Assets in the course of construction are stated at cost. These assets are not depreciated until they are available for use.

Stocks
Stocks are stated at cost or if lower selling price including costs to sell. Cost includes all costs of purchase and any other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out basis.

Provision is made for damaged, obsolete and slow moving stock where appropriate.

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

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

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

Foreign currencies
(i) Functional and presentation currency
The financial statements are prepared in sterling which is also the functional currency of the group.

(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the date 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.

(iii) Translation
The trading results of group undertakings are translated into sterling at the average exchange rates for the year.

The assets and liabilities of overseas subsidiary undertakings, including goodwill and fair value adjustments arising on acquisition, are translated at the exchange rates at the period end. Foreign exchange gains and losses arising on translation of overseas subsidiary undertakings are recognised in other comprehensive income.


Ralawise Group Holdings Limited (Registered number: 13652665)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

3. ACCOUNTING POLICIES - continued

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 the income statement.

(iv) Forward currency contracts
See accounting policies for financial instruments.

Leasing
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership of the leased asset to the group. All other leases are classified as operating leases.

Payments made under operating leases are charged to the income statement on a straight line basis over the period of the lease. This policy will spread the benefit of rent free periods over the period of the lease.

Employee benefits
The group provides a range of benefits to employees, including annual bonus arrangements, paid holiday arrangements and a defined contribution pension plan.

(i) Short term benefits
Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which service is received.

(ii) Defined contribution pension plans
The group operates a defined contribution pension plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations. The contributions are recognised as an expense when they are due. Amounts not paid are shown as accruals in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

(iii) Annual bonus plan
The group operates bonus plans for certain employees. An expense is recognised in the income statement when the group has a legal or constructive obligation to make payments under the plans as a result of past events and a reliable estimate of the obligation can be made.

Trade debtors and other receivables within one year
Trade debtors and other receivables including amounts owing from group companies, with no stated interest rate are recorded at transaction price less any impairment.

Cash and cash equivalents
Cash and cash equivalents include cash on hand, demand and other short-term highly liquid investments with original maturities of three months or less. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position.

Trade creditors and other payables
Trade creditors and other payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Ralawise Group Holdings Limited (Registered number: 13652665)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

3. ACCOUNTING POLICIES - continued

Impairment of assets
Assets not measured at fair value are reviewed for any indications that the asset maybe impaired at each reporting date. If such indications exist, the recoverable amount of the asset or the asset's cash generating unit is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in the profit and loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

Related parties
The group discloses transactions with related parties which are not wholly owned within the same group. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the group financial statements.

Exceptional items
The group classifies certain one-off charges or credits that have a material impact on the group's financial results as exceptional items. These are disclosed separately to provide further understanding of the financial performance of the group. There were no exceptional items in the year or the comparative year.

Financial instruments
The group has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

(i) Financial assets
Basic financial assets, including trade and other receivables, cash and bank balances and investments are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

(ii) Financial liabilities
Basic financial liabilities, including trade and other payables, bank loans and loans from fellow group 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 receipts discounted at a market rate of interest.

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

Derivatives, including interest rate swaps and foreign exchange contracts, are not basic financial instruments.

(iii) Derivative instruments
The group uses various foreign currency products to reduce exposure to foreign exchange rates. Derivatives are initially recognised at fair value on the date a derivative is entered into and are subsequently revalued to fair value at the period end. Changes in the fair value of derivatives are recognised in the income statement under the most appropriate heading. The fair value of the forward foreign currency contracts is calculated by reference to comparable contracts with similar maturity profiles.

Borrowing costs
All borrowing costs are recognised in the income statement in the period in which they are incurred.

Fixed asset investments
Investments in subsidiary undertakings are held at cost less accumulated impairment losses.

Ralawise Group Holdings Limited (Registered number: 13652665)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

3. ACCOUNTING POLICIES - continued

Volume rebates and prompt payment discounts
Volume rebates received from suppliers for stock purchases are recognised on an accruals basis only when their receipt can be reasonably expected. These are credited to the income statement through cost of sales.

Prompt payment discounts received from suppliers are credited to the income statement through cost of sales when taken.

Provisions for liabilities
Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past event, it is probable that the company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the year end, taking into account the risks and uncertainties surrounding the obligation.

Significant judgements and estimates
The preparation of these financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Judgements and estimates are continually evaluated based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The estimates that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next year are discussed below:

(i) Stock valuation provision (shown as a reduction in stock and debited to the Income Statement through cost of sales)
A valuation loss is recognised where the selling price is less than cost. In arriving at this impairment loss, judgements and estimates have been used to assess the anticipated future selling prices of stocks held at the year end, particularly for slow-moving and discontinued stock items.

(ii) Dilapidation costs (shown as a provision and charged to the Income Statement through administrative expenses)
A provision is included in the financial statements to cover the costs of making good property dilapidations where such work is required by the terms of the lease agreement. In arriving at this provision, judgements and estimates have been used to assess the expected level of such costs.

The main areas of judgement in arriving at estimates are:

(i) Impairment of assets
In assessing whether there have been any indicators of impairment, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability.

(ii) Depreciation and amortisation rates
In assessing depreciation and amortisation rates the directors consider the expected useful life of the specific asset involved. To allow for appropriate rates many fixed asset categories have a range of depreciation rates that can be applied.

4. TURNOVER

The total turnover for the group for the year has been derived from its principal activity. Although trading is mostly undertaken in the UK there are also exports to the rest of Europe and beyond. No further disclosure of exports is given due to it being considered commercially sensitive.

Ralawise Group Holdings Limited (Registered number: 13652665)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

5. OTHER OPERATING INCOME
2023 2022
£    £   
Sundry income 53,420 54,394
Government grants - 3,131
53,420 57,525

6. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 16,597,576 15,634,443
Social security costs 1,616,453 1,587,385
Other pension costs 442,507 379,786
18,656,536 17,601,614

The average number of employees during the year was as follows:
2023 2022

Sales, customer service, administration 209 215
Directors' and senior management 9 9
Order fulfilment 386 388
604 612

The group operates a defined contribution pension scheme for the benefit of employees. The assets of the scheme are administered by an independent pensions provider. Pension payments are recognised as an expense during the year and amounted to £442,507 (2022: £379,786).

7. DIRECTORS' EMOLUMENTS

2023 2022
£ £
Directors' remuneration 942,429 842,454
Directors' pension contributions to money purchase schemes 54,750 57,250

Information regarding the highest paid director is as follows:
2023 2022
£ £
Emoluments etc 252,845 242,380
Pension contributions to money purchase schemes 24,000 26,500

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

Money purchase schemes 3 3

Ralawise Group Holdings Limited (Registered number: 13652665)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

8. OPERATING PROFIT

The operating profit is stated after charging / (crediting):

2023 2022
£ £
Other operating leases 712,798 771,986
Operating leases - rental of land and buildings 1,527,725 1,506,619
Depreciation - owned assets 944,105 837,398
(Profit) / loss on disposal of fixed assets (46,338 ) (18,506 )
Goodwill amortisation 551,301 551,301
Website and ecommerce platform amortisation 358,312 337,827
Trademark amortisation 70,000 -
Computer software amortisation 157,577 351,969
Auditors remuneration 10,500 15,000
Remuneration paid to subsidiary auditors 74,490 87,488
Auditors remuneration for non audit work - -
Foreign exchange differences (25,572 ) (1,789,305 )
Government grants - (3,131 )

AUDITORS REMUNERATION
2023 2022
£ £
Fees payable to the company's auditor for the audit of the company's
annual accounts

10,500


15,000

Fees payable to the company's auditor for other services:
- Audit of subsidiary undertakings 64,500 60,000
- Advisory - -
64,500 60,000

9. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Directors loan interest 54,829 -
Bank interest 1,929,829 397,972
Other loan interest 142,333 230,453
Other interest 8,328 5,653
2,135,319 634,078

Ralawise Group Holdings Limited (Registered number: 13652665)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

10. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2023 2022
£    £   
Current tax:
UK corporation tax 1,324,435 2,433,920
Foreign corporation tax 170,040 335,990
Adjustment re to earlier years (13,746 ) 5,727
Total current tax 1,480,729 2,775,637

Deferred tax 53,236 528,491
Tax on profit 1,533,965 3,304,128

UK corporation tax has been charged at 23.52 % (2022 - 19 %).

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:

2023 2022
£    £   
Profit before tax 6,445,765 16,429,019
Profit multiplied by the standard rate of corporation tax in the UK of
23.520 % (2022 - 19 %)

1,516,044

3,121,514

Effects of:
Expenses not deductible for tax purposes 32,674 34,149
Adjustments to tax charge in respect of previous periods (13,746 ) 5,727
Profits subject to different overseas tax rates (106,396 ) 26,044
Foreign exchange revaluation - (5,053 )
Change in UK corporation tax rate applied to deferred tax. 2,891 125,704
Enhanced Capital Allowances (3,836 ) (111,970 )
Unrealised profit adjustment on consolidation (23,332 ) 3,266
Goodwill amortisation not deductible for tax purposes 129,666 104,747
Total tax charge 1,533,965 3,304,128

Tax effects relating to effects of other comprehensive income

2023
Gross Tax Net
£    £    £   
Foreign exchange profit / (loss) arising
on translation of overseas subsidiary
undertakings (34,279 ) - (34,279 )
(34,279 ) - (34,279 )


Ralawise Group Holdings Limited (Registered number: 13652665)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

10. TAXATION - continued
2022
Gross Tax Net
£    £    £   
Foreign exchange profit / (loss) arising
on translation of overseas subsidiary
undertakings 76,955 - 76,955
76,955 - 76,955

The standard rate of corporation tax in the UK increased to 25% from 19% on 1 April 2023.

11. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


12. DIVIDENDS

2023 2022
£ £
Interim dividends 1,529,340 1,812,000

13. INTANGIBLE FIXED ASSETS

Group
Website
and
ecommerce Computer
Goodwill platform Trademarks software Totals
£    £    £    £    £   
COST
At 1 January 2023 6,654,869 1,692,434 1,100,000 2,534,453 11,981,756
Additions - - - 738,254 738,254
Exchange differences (9,237 ) - - (2,477 ) (11,714 )
At 31 December 2023 6,645,632 1,692,434 1,100,000 3,270,230 12,708,296
AMORTISATION
At 1 January 2023 2,244,465 885,001 450,000 2,311,455 5,890,921
Amortisation for year 551,301 358,312 70,000 157,577 1,137,190
Exchange differences (9,237 ) - - (2,477 ) (11,714 )
At 31 December 2023 2,786,529 1,243,313 520,000 2,466,555 7,016,397
NET BOOK VALUE
At 31 December 2023 3,859,103 449,121 580,000 803,675 5,691,899
At 31 December 2022 4,410,404 807,433 650,000 222,998 6,090,835

Included within computer software are £642,290 of costs in relation to an asset in the course of construction. These costs have not been amortised in the year.

Ralawise Group Holdings Limited (Registered number: 13652665)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

14. TANGIBLE FIXED ASSETS

Group
Fixtures
Plant and and Motor Computer
machinery fittings vehicles equipment Totals
£    £    £    £    £   
COST
At 1 January 2023 5,910,589 5,386,865 124,840 2,942,571 14,364,865
Additions 48,529 201,471 51,495 109,186 410,681
Disposals - (80,553 ) (84,210 ) - (164,763 )
Exchange differences - (3,370 ) - (126 ) (3,496 )
At 31 December 2023 5,959,118 5,504,413 92,125 3,051,631 14,607,287
DEPRECIATION
At 1 January 2023 2,770,486 4,253,569 118,605 2,708,034 9,850,694
Charge for year 434,366 370,762 13,614 125,363 944,105
Eliminated on disposal - (80,553 ) (82,101 ) - (162,654 )
Exchange differences - (2,808 ) - (126 ) (2,934 )
At 31 December 2023 3,204,852 4,540,970 50,118 2,833,271 10,629,211
NET BOOK VALUE
At 31 December 2023 2,754,266 963,443 42,007 218,360 3,978,076
At 31 December 2022 3,140,103 1,133,296 6,235 234,537 4,514,171

15. FIXED ASSET INVESTMENTS

Company
Interests
in group
undertakings
£   
COST
At 1 January 2023
and 31 December 2023 25,001,481
NET BOOK VALUE
At 31 December 2023 25,001,481
At 31 December 2022 25,001,481

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

Ralawise Limited
Registered office: Unit 112, Tenth Avenue Zone 3, Deeside Industrial Park, Deeside, Flintshire, CH5 2UA
Nature of business: Leisurewear distribution
%
Class of shares: holding
Ordinary 100.00

Ralawise Group Holdings Limited (Registered number: 13652665)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

15. FIXED ASSET INVESTMENTS - continued

Premier Clothing Limited
Registered office: Unit 7 Deeside Point, Zone 3 Deeside Industrial Park, Deeside, Flintshire, United Kingdom, CH5 2UA
Nature of business: Workwear distribution
%
Class of shares: holding
Ordinary 100.00

RalaTeam BV
Registered office: Laan van Vredenoord 33, 2289DA, Rijswijk, Netherlands
Nature of business: Leisurewear distribution
%
Class of shares: holding
Ordinary 100.00

RalaTeam Limited
Registered office: Unit 112, Tenth Avenue Zone 3, Deeside Industrial Park, Deeside, Flintshire, CH5 2UA
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

Ralawise (Ireland) Limited
Registered office: Unit 8, Naas Road Business Park, Muirfield Drive, Naas Road, Dublin 12
Nature of business: Customer services to Ireland / other Eurozone
%
Class of shares: holding
Ordinary 100.00

Premier Clothing (Ireland) Limited
Registered office: Unit 8, Nass Road Business Park, Muirfield Drive, Naas Road, Dublin 12
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

Ralawise.de.GmbH
Registered office: Castroper Hellweg 109 44805 Bochum, Germany
Nature of business: Leisurewear distribution
%
Class of shares: holding
Ordinary 100.00

Ralawise.com Limited
Registered office: Unit 112 Tenth Avenue, Deeside Industrial Park, Deeside, Flintshire, United Kingdom, CH5 2UA
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

Ralawise Scandinavia ApS
Registered office: Strandvejen 343, 2930 Klampenborg, Denmark
Nature of business: N/A (in the process of being closed)
%
Class of shares: holding
Ordinary 100.00

Ralawise Group Holdings Limited (Registered number: 13652665)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

15. FIXED ASSET INVESTMENTS - continued


16. STOCKS

Group
2023 2022
£    £   
Stocks 104,857,836 103,808,824

The replacement value of stocks is in the region of £117,000,000 (2022: £113,000,000).

Stocks of £83,799,925 (2022: £nil) are subject to financing arrangements.

17. DEBTORS

Group Company
2023 2022 2023 2022
£    £    £    £   
Amounts falling due within one year:
Trade debtors 22,033,087 21,837,802 - -
Amounts owed by group undertakings - - 37,935 122,643
Other debtors 2,233,532 3,059,479 - -
Fair value derivative 1,621 - - -
Tax 688,127 227,838 - -
VAT - 473,519 - -
Prepayments and accrued income 3,903,825 4,672,610 8,500 580
28,860,192 30,271,248 46,435 123,223

Amounts falling due after more than one year:
Deferred tax asset 24,608 147,391 - -

Aggregate amounts 28,884,800 30,418,639 46,435 123,223

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

Trade debtors of £18,663,145 (2022: £17,153,434) are subject to financing agreements.

The deferred tax asset of the group consists of the tax effect of the following:
2023 2022
£ £
Timing differences on fixed assets (24,608 ) (47,391 )
Other short term timing differences - (100,000 )
(24,608 ) (147,391 )


Ralawise Group Holdings Limited (Registered number: 13652665)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

18. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Bank loans and overdrafts (see note 19) - 14,936,806 - -
Other loans (see note 19) 1,613,537 2,191,343 - -
Trade creditors 9,025,268 18,320,346 180 102
Tax 151,387 687,437 32,486 30,011
Social security and other taxes 440,605 383,714 67,027 35,953
VAT 1,432,139 - 93,795 59,797
Other creditors 732,083 747,993 - -
ABL financing 39,555,270 14,299,473 - -
Fair value derivative 11,845 223,704 - -
Directors' current accounts 704,829 650,000 - -
Accruals and deferred income 2,021,782 2,541,365 47,200 27,700
55,688,745 54,982,181 240,688 153,563

19. LOANS

An analysis of the maturity of loans is given below:

Group
2023 2022
£    £   
Amounts falling due within one year or on demand:
Bank loans - 14,936,806
Other loans 1,613,537 2,191,343
1,613,537 17,128,149

Other loans are from related parties and are unsecured, interest bearing and repayable on demand. These loans originally arose on the acquisition of Premier Clothing Limited.

Ralawise Group Holdings Limited (Registered number: 13652665)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

20. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
2023 2022
£ £
Within one year 1,797,005 2,007,622
Between one and five years 5,709,658 6,171,412
In more than five years 2,366,058 3,509,746
9,872,721 11,688,780
Company
2023 2022
£ £
Within one year - -
Between one and five years - -
In more than five years - -
- -

21. SECURED DEBTS

The following secured debts are included within creditors:

Group
2023 2022
£    £   
Bank loans - 14,936,806
ABL financing 39,555,270 14,299,473
39,555,270 29,236,279

The bank hold a debenture dated 31 October 2023 including fixed and floating charges over all assets and undertakings both present and future.

The ABL financing facility is secured against the stock and debtors as detailed in note 16 and 17 respectively.

The ABL financing facility is interest bearing, with the Invoice Financing and Stock Financing being base rate plus a margin. The facility end date is 31 October 2026.

Ralawise Group Holdings Limited (Registered number: 13652665)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

22. FINANCIAL INSTRUMENTS

Group

The carrying amounts of the group's financial instruments are as follows;

2023 2022
£ £

Financial Instruments that are debt instruments measured at amortised cost:
Cash at bank 8,873,759 3,352,454
Trade debtors 22,033,087 21,837,802
Other receivables 2,921,659 3,760,836

Financial assets measured at fair value through the income statement 1,621 -

Financial liabilities measured at amortised cost:

Trade creditors (9,025,268 ) (18,320,346 )
Other payables (7,096,362 ) (7,201,852 )
Asset finance loan - (107,791 )
Bank loan - (14,829,015 )
ABL financing (39,555,270 ) (14,299,473 )

Financial debt instruments measured at fair value through the income
statement

(11,845

)

(223,704

)

Company

The carrying amounts of the company's financial instruments are as follows;
2023 2022
£ £

Financial Instruments that are debt instruments measured at amortised cost:
Cash at bank 571,171 302,965
Amounts owed by group undertakings 37,935 122,643

Financial liabilities measured at amortised cost:

Trade creditors (180 ) (102 )
Other payables (240,508 ) (153,461 )

Ralawise Group Holdings Limited (Registered number: 13652665)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

23. PROVISIONS FOR LIABILITIES

Group Company
2023 2022 2023 2022
£ £ £ £
Deferred tax 554,934 623,866 - -

Other provisions
Dilapidations 2,977,978 2,869,285 - -
Other provisions 26,876 19,935 - -
3,004,854 2,889,220 - -

Aggregated amounts 3,559,788 3,513,086 - -

Group
Deferred Other
tax provisions
£ £
Balance at 1 January 2023 623,866 2,889,220
Charge/(credit) to the Income Statement during the year (68,932 ) 163,253
Utilised - (47,619 )
554,934 3,004,854

The deferred tax liability of the group consists of the tax effect of the following:

2023 2022
£ £
Timing differences on fixed assets 685,435 758,780
Other short term timing differences (130,501 ) (137,125 )
Spreading of tax adjustment on financial derivatives - 2,211
554,934 623,866

A provision of £2,977,978 (2022: £2,869,285) has been recognised for the future cost of making good dilapidations on leasehold properties. This expenditure is expected to be incurred when the leases expire in 2027, 2030 and 2031.

The remaining balance of other provisions is a provision for leave pay.

Ralawise Group Holdings Limited (Registered number: 13652665)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

24. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class Nominal Value: 2023 2022
£ £
2,706,673 Ordinary £1.00 2,706,673 2,706,673
1,147,500 A Funding £1.00 1,147,500 1,147,500
1,113,750 B Funding £1.00 1,113,750 1,113,750
1,113,750 C Funding £1.00 1,113,750 1,113,750
1,500 D Shares £0.10 150 150
1,500 E Shares £0.10 150 150
1,500 F Shares £0.10 150 150
6,082,123 6,082,123

The holders of the Ordinary Shares shall be entitled to one vote for every one share held.

The holders of the A Funding Shares, B Funding Shares and C Funding Shares (collectively 'Funding Shares') shall be entitled to one vote for every 10 (ten) shares held.

The holders of the D Shares, E Shares and F Shares have no voting rights.

In the event of a winding up, the assets of the company shall first be applied to the repayment of the capital paid on the D Shares, E Shares and F Shares and then to the Ordinary and Funding Shares and the residue shall be divided among the holders for the Ordinary Shares and Funding Shares in proportion and on the basis that 10 (ten) Funding Shares are equal to one Ordinary Share.

The Funding Shares maybe repurchased at any time at par value at the option of the company, but a repurchase may not be actioned by a shareholder holding such shares.

Dividends payable on each class of share are at the discretion of the directors and are subject to subsequent shareholder approval.

25. RESERVES

Retained earnings represent cumulative profits and losses net of dividends and other adjustments.

Other reserve represents the amount paid on the allotment of shares in excess of nominal value which arose from restructuring relief on the acquisition of Premier Clothing Limited.

Share Premium represents the amount paid in excess of the nominal value of shares.

Dividends and other distributions to the group's shareholders are recognised as liabilities in the financial statements in the period in which the dividends and other distributions are approved by the shareholders. These amounts are recognised in the statements of changes in equity.

26. CONTINGENT LIABILITIES

The group has given indemnities to its bankers covering a Letter of Credit facility. The aggregate value of Letters of Credit open at the year end was £nil (2022: £2,169,497).

27. CAPITAL COMMITMENTS
2023 2022
£    £   
Contracted but not provided for in the
financial statements - 3,780

Ralawise Group Holdings Limited (Registered number: 13652665)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 December 2023

28. DIRECTORS' INTERESTS IN TRANSACTIONS

An amount of £704,829 (2022: £650,000) owed to Mr J P Batson and Mr J P Batson is included in creditors: amounts falling due within one year. The amount is unsecured and repayable on demand. Interest payable to Mr J P Batson and Mr J P Batson in the year amounted to £54,829 (2022: £nil).

RELATED PARTY DISCLOSURES

The company has taken advantage of the exemption in FRS 33 'Related Parties' not to disclose transactions with other wholly owned group companies. Disclosure has been made below of transactions with related parties.

Entities over which the directors have control.
2023 2022
£    £   
Sales to entities 1,160 1,444
Management charges receivable from entities 10,000 10,000
Other income received 4,800 12,665
Other charges paid (including rent) (1,720,076 ) (1,851,184 )
Other interest payable (142,333 ) (230,453 )
Amounts due from related parties 896 1,224
Loans due to related parties (1,613,537 ) (2,191,343 )

Entities over which the directors have an interest but have no control.
2023 2022
£    £   
Sales to entities 199,445 19,222
Purchases from entities (27,570,401 ) (34,926,215 )
Other income received 20,468 29,326
Other charges paid (25,116 ) (18,709 )
Amount due from related parties 1,078,741 1,958,874
Amount due to related parties (196,936 ) (450,996 )

29. ULTIMATE CONTROLLING PARTY

The group is under the control of Mrs E V Batson, Mr J P Batson and Mr J P Batson who are all directors.