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REGISTERED NUMBER: 01362849 (England and Wales)












Strategic Report, Report of the Directors and

Audited Financial Statements

for the Year Ended 31 December 2023

for

Ralawise Limited

Ralawise Limited (Registered number: 01362849)






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




Page

Company Information 1

Strategic Report 2

Report of the Directors 8

Report of the Independent Auditors 10

Statement of Comprehensive Income 13

Statement of Financial Position 14

Statement of Changes in Equity 15

Notes to the Financial Statements 16


Ralawise Limited

Company Information
for the year ended 31 December 2023







DIRECTORS: Mrs Edna Violet Batson
Mr Jeoffrey Paul Batson
Mr Jonathan Peter Batson
Mr Alistair Malcolm McPherson
Mr Stuart Paul Banks FCA





SECRETARY: Mrs Edna Violet Batson





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





REGISTERED NUMBER: 01362849 (England and Wales)





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

Ralawise Limited (Registered number: 01362849)

Strategic Report
for the year ended 31 December 2023

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

Ralawise Limited ('company') is a family owned and controlled businesses. The principal activity of the company is the B2B distribution of clothing and apparel related products. The company 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 company also has a growing selection of private label / own-brands that are created internally and directly sourced, these are either exclusive to the company or distributed more widely via a network of 3rd party distributors.

The company 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 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 company's revenue is traded via its online platform. The company 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. The company's private label products are developing in the key product areas of hospitality, sports and active wear. The company 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. 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 company's turnover increased by 1.2% to £168.6m.

In 2023 the company experienced product devaluation and moderating prices leading to a 9.8% reduction in the Gross Profit margin to 25.8% down from 28.6%. 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 company was processing high cost inventory purchased at peak times of the supply chain crisis and currency weakness. The company is confident that the 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.

The company's product mix is one of our key strengths 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 company's customers towards the best products and brands, particularly those which are exclusive to the company, with this in mind the company plans further product development and brand collaborations.


Ralawise Limited (Registered number: 01362849)

Strategic Report
for the year ended 31 December 2023


The SKU reduction programme which commenced during the year has produced improved efficiencies and cost savings and will continue as the company 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 company 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 £71.9m at the end 2022 on the back of supply chain disruption stabilised at £69.3m at the end of 2023 as normal supply chain timescales have been restored. Company inventory 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 company's inventory turns going forward into 2024/2025.

Whilst the company 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 company is now the only distributor with sizable operations in the UK, Ireland and mainland Europe. This is a gratifying position and one that we and our brand partners see as providing a major competitive advantage over our competitors.

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 Company 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 £168.6m £166.6m
Gross profit £43.6m £47.7m
Gross profit % 25.8% 28.6%
EBITDA - non adjusted £7.5m £14.1m
Shareholder funds £70.0m £66.5m
Stocks £69.3m £71.9m

A new long term Asset Backed Lending facility (ABL) was agreed with the company's bankers during the year. This provides significantly increased facilities and available liquidity, as evidenced by the
increase in cash reserves to £7.2m from £1.9m. Significant cash generation from operations is expected during 2024, arising mainly from the regularisation of stocks to more standard levels.

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 general election 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 company 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 company 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 company is actively taking action to reduce its borrowings and interest payment exposure.


Ralawise Limited (Registered number: 01362849)

Strategic Report
for the year ended 31 December 2023


The ever increasing costs of employment including apprenticeship levy, statutory wage rises etc. still remains a significant risk, however overall company 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 company'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 company'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 company 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 company is to provide its 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 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 company 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;
a) The interests of the company's employees;
b) The need to foster the company's business relationships with suppliers, customers and others;
c) The impact of the company's operations on the community and the environment;
d) The desirability of the company maintaining a reputation for high standards of business conduct; and
e) The need to act fairly between members of the company and the company.

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

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 company, its stakeholders and the community including preserving its values and culture. Ralawise is a business built on its standards and reputation and the directors would not make a decision which would have a detrimental impact on this reputation whether in the short term or the long term.

b) The interests of the company'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 company'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.


Ralawise Limited (Registered number: 01362849)

Strategic Report
for the year ended 31 December 2023


d) The impact of the company'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 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 company 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 company's high standards of conduct at all times. The company 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 company.

The company 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 company.

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

The company prides itself as a responsible, equal opportunity, engaging, caring, employer. We strive to follow best practice in our welfare and renumeration practices. The company 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.


Ralawise Limited (Registered number: 01362849)

Strategic Report
for the year ended 31 December 2023


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 company 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 company 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 company's e-commerce platforms should lead even greater customer engagement.

The company's relationships with all its suppliers are a cornerstone to its success and further digital and technical enhancements were made. The company 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 company'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

The company 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 company is proud to be a member of SEDEX, Amfori and the Better Cotton initiative and is certified for GOTS. All suppliers are required to follow the company 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 company'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 company 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 company's operations are under review to ensure a sustainable, recycled and renewable future.


Ralawise Limited (Registered number: 01362849)

Strategic Report
for the year ended 31 December 2023

STREAMLINED ENERGY AND CARBON REPORT
Reporting Period

This 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 1%.

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 all the company's operations in the UK.

Operational Scopes

We have measured our Scope 1 & 2 emissions to include our main energy sources as listed below.
2023 2022
Ralawise Ltd Tonnes Co2e
Scope 1 Emissions - Emissions from activities for which the company 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.

ON BEHALF OF THE BOARD:





Mr Alistair Malcolm McPherson - Director


6 August 2024

Ralawise Limited (Registered number: 01362849)

Report of the Directors
for the year ended 31 December 2023

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

DIVIDENDS
The total amount of dividends paid in the year was £1,529,340 (2022: £20,831,577).

FUTURE DEVELOPMENTS
Detail of 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.

Mrs Edna Violet Batson
Mr Jeoffrey Paul Batson
Mr Jonathan Peter Batson
Mr Alistair Malcolm McPherson
Mr Stuart Paul Banks FCA

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

Foreign exchange transactional currency exposure
The company 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 company also operates foreign currency bank accounts to offset the exposure on receivables and payables.

Liquidity and cashflow risk
The objective of the company in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The company 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 company's liquidity position.

Customer credit exposure
The company may offer credit terms to its customers which allow payment of the debt after delivery of the goods. The company 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 company 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 company's products. Such price risk exposure will effect the whole market in which the company 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 company's strong financial and stockholding positions enable short term risk in this area to be managed.

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


Ralawise Limited (Registered number: 01362849)

Report of the Directors
for the year ended 31 December 2023

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

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

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- 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 transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he 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 company'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:





Mr Alistair Malcolm McPherson - Director


6 August 2024

Report of the Independent Auditors to the Members of
Ralawise Limited

Opinion
We have audited the financial statements of Ralawise Limited (the 'company') for the year ended 31 December 2023 which comprise The Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, 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, including 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 company's affairs as at 31 December 2023 and of its profit for the
year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

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

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

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

Other information
The other information comprises the information included in the Strategic report and the Report of 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 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 the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Ralawise Limited


Matters on which we are required to report by exception
In 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 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, or returns adequate for our audit have not been received from
branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

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

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

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 company and its 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 management and, where appropriate, those charged with governance, as to whether the company is
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 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.

In addition, we evaluated the directors' and management's 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, revenue recognition (which we pinpointed to the cutoff assertion), and significant one-off or unusual transactions.

Report of the Independent Auditors to the Members of
Ralawise Limited


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




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 Limited (Registered number: 01362849)

Statement of Comprehensive
Income
for the year ended 31 December 2023

2023 2022
Notes £    £   

TURNOVER 4 168,616,672 166,606,670

Cost of sales (125,037,941 ) (118,913,313 )
GROSS PROFIT 43,578,731 47,693,357

Distribution costs (30,260,434 ) (29,382,846 )
Administrative expenses (7,416,913 ) (6,273,576 )
5,901,384 12,036,935

Other operating income 5 195,069 529,171
OPERATING PROFIT 7 6,096,453 12,566,106

Income from fixed asset investments 1,706,087 777,876
Interest receivable and similar income 177,001 46,827
7,979,541 13,390,809

Interest payable and similar expenses 8 (2,035,146 ) (852,461 )
PROFIT BEFORE TAXATION 5,944,395 12,538,348

Tax on profit 9 (994,112 ) (2,310,966 )
PROFIT FOR THE FINANCIAL YEAR 4,950,283 10,227,382

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

4,950,283

10,227,382

Ralawise Limited (Registered number: 01362849)

Statement of Financial Position
31 December 2023

2023 2022
Notes £    £   
FIXED ASSETS
Intangible assets 11 1,768,034 1,592,868
Tangible assets 12 3,914,104 4,445,718
Investments 13 920,002 920,002
6,602,140 6,958,588

CURRENT ASSETS
Stocks 14 69,313,859 71,877,925
Debtors 15 38,445,150 39,933,811
Cash at bank and in hand 7,213,493 1,886,111
114,972,502 113,697,847
CREDITORS
Amounts falling due within one year 16 (48,134,085 ) (50,674,229 )
NET CURRENT ASSETS 66,838,417 63,023,618
TOTAL ASSETS LESS CURRENT
LIABILITIES

73,440,557

69,982,206

PROVISIONS FOR LIABILITIES 21 (3,482,671 ) (3,445,263 )
NET ASSETS 69,957,886 66,536,943

CAPITAL AND RESERVES
Called up share capital 22 6,081,673 6,081,673
Other reserve 23 5,542,731 5,542,731
Capital redemption reserve 23 2 2
Retained earnings 23 58,333,480 54,912,537
SHAREHOLDERS' FUNDS 69,957,886 66,536,943

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:





Mr Stuart Paul Banks FCA - Director


Ralawise Limited (Registered number: 01362849)

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

Called up Capital
share Retained Other redemption Total
capital earnings reserve reserve equity
£    £    £    £    £   
Balance at 1 January 2022 6,081,673 65,516,732 5,542,731 2 77,141,138

Changes in equity
Dividends - (20,831,577 ) - - (20,831,577 )
Total comprehensive income - 10,227,382 - - 10,227,382
Balance at 31 December 2022 6,081,673 54,912,537 5,542,731 2 66,536,943

Changes in equity
Dividends - (1,529,340 ) - - (1,529,340 )
Total comprehensive income - 4,950,283 - - 4,950,283
Balance at 31 December 2023 6,081,673 58,333,480 5,542,731 2 69,957,886

Ralawise Limited (Registered number: 01362849)

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

1. GENERAL INFORMATION

Ralawise Limited ('the company') is 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 01362849. The address of the registered office and principal place of business is Unit 112, Tenth Avenue Zone 3, Deeside Industrial Park, Deeside, Flintshire, CH5 2UA.

2. STATEMENT OF COMPLIANCE

The financial statements of Ralawise 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

Summary of 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 financial statements have been prepared on the going concern basis under the historical cost convention and comply with United Kingdom Accounting Standards and Companies Act 2006. The Company is exempt by virtue of s401 of the Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information about the Company as an individual undertaking and not about its group.

Going concern
The company meets its day to day working capital requirements through its banking facilities which are agreed at a group level.

After reviewing the company's forecasts and projections, the directors are satisfied that the company 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 company therefore continues to adopt the going concern basis in preparing its consolidated financial statements.

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows.

This information is included in the consolidated financial statements of Ralawise Group Holdings Limited as at 31 December 2023 and these financial statements may be obtained from the Companies House website (https://www.gov.uk/get-information-about-a-company).

Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and represents net 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.

Goodwill
Goodwill arising on previous acquisitions was amortised over its estimated useful life of ten years and is now fully written off.

Ralawise Limited (Registered number: 01362849)

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

3. ACCOUNTING POLICIES - continued

Intangible assets
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 e-commerce platform are being amortised evenly over their estimated useful life of five years.

Customer databases are being amortised evenly over their estimated useful life of five years and are now fully written off.

Trademarks are being amortised evenly over their estimated useful life of ten years.

Computer software is being amortised evenly over its estimated useful life of two years.

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

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 four, seven and eight years
Motor vehicles- straight line over four years
Office equipment- straight line over three and four years

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

Government grants
Government grants are recognised on an accruals basis.

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 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.


Ralawise Limited (Registered number: 01362849)

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

3. ACCOUNTING POLICIES - continued
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 company.

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

Leases
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 company. 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 company 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 company 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 company operates bonus plans for certain employees. An expense is recognised in the income statement when the company 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.

Ralawise Limited (Registered number: 01362849)

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

3. ACCOUNTING POLICIES - continued

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.

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 assets 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 company 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 financial statements.

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

Financial Instruments
The company 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.

Ralawise Limited (Registered number: 01362849)

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

3. ACCOUNTING POLICIES - continued

(iii) Derivative instruments
The company 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.

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 company 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 an expected 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 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.

Ralawise Limited (Registered number: 01362849)

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

3. ACCOUNTING POLICIES - continued

The main areas of judgement 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 of the company 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.

5. OTHER OPERATING INCOME
2023 2022
£    £   
Management recharges received 161,253 495,698
Sundry income 33,816 30,342
Government grants - 3,131
195,069 529,171

6. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 13,750,444 13,224,389
Social security costs 1,253,970 1,224,542
Other pension costs 333,450 282,888
15,337,864 14,731,819

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

Customer services and administration 158 169
Directors 5 5
Warehouse 386 388
549 562

The company 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 £333,450 (2022: £282,888).

2023 2022
£    £   
Directors' remuneration 45,500 4,204
Directors' pension contributions to money purchase schemes - 250

Ralawise Limited (Registered number: 01362849)

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

6. EMPLOYEES AND DIRECTORS - continued

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

Money purchase schemes - 1

The directors remuneration for 2023 was paid by the ultimate holding company Ralawise Group Holdings Limited. Management charges of £960,000 were paid to Ralawise Group Holdings Limited in the year, which includes the provision of directors services.

7. OPERATING PROFIT

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

20232022
££
Other operating leases712,798771,986
Depreciation - owned assets905,124803,941
Profit on disposal of fixed assets(14,675)(18,506)
Website and e-commerce platform amortisation358,312337,827
Customer database amortisation-41,071
Computer software amortisation139,776327,146
Auditors' remuneration43,00040,000
Auditors remuneration for non audit work--
Foreign exchange differences136,191(545,480)
Operating leases - rental of land and buildings1,489,6711,469,380
Government grants-(3,131)

AUDITORS' REMUNERATION
20232022
££
Fees payable to the company's auditor for the audit of the company's annual
accounts

43,000


40,000

Fees payable to the company's auditor for other services:
- Advisory--
--

8. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Directors' loan interest 50,740 -
Bank interest 1,796,133 393,109
Other loan interest 188,273 453,785
Other interest - 5,567
2,035,146 852,461

Ralawise Limited (Registered number: 01362849)

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

9. 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 1,079,063 1,692,510
Adjustment relating to earlier years (12,240 ) 6,276
Total current tax 1,066,823 1,698,786

Deferred tax (72,711 ) 612,180
Tax on profit 994,112 2,310,966

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 lower than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£    £   
Profit before tax 5,944,395 12,538,348
Profit multiplied by the standard rate of corporation tax in the UK of
23.520% (2022 - 19%)

1,398,122

2,382,286

Effects of:
Expenses not deductible for tax purposes 16,805 33,230
Income not taxable for tax purposes (401,272 ) (147,796 )
Adjustments to tax charge in respect of previous periods (12,240 ) 6,276
deductible for tax purposes
Change in UK corporation tax rate applied to deferred tax (4,279 ) 146,923
Enhanced capital allowances (3,024 ) (109,953 )


Total tax charge 994,112 2,310,966

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

10. DIVIDENDS

20232022
££
In-specie dividend-18,919,808
Interim dividends1,529,3401,911,769
1,529,34020,831,577

Ralawise Limited (Registered number: 01362849)

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

11. INTANGIBLE FIXED ASSETS
Goodwill Website
and and
customer e-commerce Computer
database platform Trademarks software Totals
£    £    £    £    £   
COST
At 1 January 2023 305,358 1,692,434 850,000 2,262,692 5,110,484
Additions - - - 738,254 738,254
At 31 December 2023 305,358 1,692,434 850,000 3,000,946 5,848,738
AMORTISATION
At 1 January 2023 305,358 885,001 250,000 2,077,257 3,517,616
Amortisation for year - 358,312 65,000 139,776 563,088
At 31 December 2023 305,358 1,243,313 315,000 2,217,033 4,080,704
NET BOOK VALUE
At 31 December 2023 - 449,121 535,000 783,913 1,768,034
At 31 December 2022 - 807,433 600,000 185,435 1,592,868

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 to date.

12. TANGIBLE FIXED ASSETS
Office
Fixtures and
Plant and and Motor computer
machinery fittings vehicles equipment Totals
£    £    £    £    £   
COST
At 1 January 2023 5,910,589 5,099,082 67,130 2,808,315 13,885,116
Additions 48,529 165,886 51,495 107,600 373,510
Disposals - - (26,500 ) - (26,500 )
At 31 December 2023 5,959,118 5,264,968 92,125 2,915,915 14,232,126
DEPRECIATION
At 1 January 2023 2,770,486 4,015,778 67,130 2,586,004 9,439,398
Charge for year 434,366 341,884 9,488 119,386 905,124
Eliminated on disposal - - (26,500 ) - (26,500 )
At 31 December 2023 3,204,852 4,357,662 50,118 2,705,390 10,318,022
NET BOOK VALUE
At 31 December 2023 2,754,266 907,306 42,007 210,525 3,914,104
At 31 December 2022 3,140,103 1,083,304 - 222,311 4,445,718

Ralawise Limited (Registered number: 01362849)

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

13. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 January 2023
and 31 December 2023 920,002
NET BOOK VALUE
At 31 December 2023 920,002
At 31 December 2022 920,002

The company's investments in Premier Clothing Limited and RalaTeam BV were transferred to the new holding company Ralawise Group Holdings Limited, by way of an in-specie dividend on 6 January 2022.

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

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

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

14. STOCKS
2023 2022
£    £   
Goods for resale 69,313,859 71,877,925

The replacement value of stocks is in the region of £75,000,000 (2022: £82,000,000).

Stocks of £69,313,859 (2022: £nil) are subject to financing arrangements.

Ralawise Limited (Registered number: 01362849)

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

15. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade debtors 20,416,485 20,272,616
Amounts owed by group undertakings 11,963,533 12,267,339
Other debtors 1,928,351 1,984,004
Gain on financial derivative 1,621 -
Tax 638,484 227,838
VAT - 870,664
Prepayments and accrued income 3,496,676 4,311,350
38,445,150 39,933,811

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

Trade debtors of £17,713,733 (2022: £17,153,434) are subject to financing arrangements.

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Bank loans and overdrafts (see note 17) - 14,448,418
Other loans (see note 17) 1,512,226 4,191,343
Trade creditors 7,233,040 11,515,734
Amounts owed to group undertakings 760,406 2,710,348
Tax 14,380 171,378
Social security and other taxes 317,414 298,469
VAT 918,065 -
Other creditors 649,537 616,477
ABL financing 34,869,257 14,299,473
Fair value of derivatives - 223,704
Directors' current accounts 650,740 600,000
Accrued expenses 1,209,020 1,598,885
48,134,085 50,674,229

Amounts owed to group undertakings are unsecured and repayable on demand.

17. LOANS

An analysis of the maturity of loans is given below:

2023 2022
£    £   
Amounts falling due within one year or on demand:
Bank loans - 14,448,418
Other loans 1,512,226 2,191,343
Loans owed to group
undertakings - 2,000,000
1,512,226 18,639,761

Other loans are from related parties and are unsecured, interest bearing and repayable on demand.

Ralawise Limited (Registered number: 01362849)

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

18. LEASING AGREEMENTS
2023 2022
£ £
Within one year 1,769,740 1,954,078
Between one and five years 5,686,446 6,138,304
In more than five years 2,366,058 3,499,024
9,822,244 11,591,406

19. SECURED DEBTS

The following secured debts are included within creditors:

2023 2022
£    £   
Bank loans - 14,448,418
ABL Financing 34,869,257 14,299,473
34,869,257 28,747,891

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 company's stock and debtors as detailed in note 14 and 15 respectively.

The ABL 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.

20. FINANCIAL INSTRUMENTS

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 7,213,495 1,886,111
Trade receivables 20,416,485 20,272,616
Other receivables 2,566,835 3,082,506
Amounts owed by group undertakings 11,963,533 12,267,339

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

Financial liabilities measured at amortised cost:

Trade creditors (7,233,040 ) (11,515,734 )
Other payables (5,271,382 ) (5,476,552 )
Asset finance loan - (107,791 )
ABL financing (34,869,257 ) (14,299,473 )
Bank loan - (14,340,627 )
Amounts owed to group undertakings (760,406 ) (2,710,348 )
Loans owed to group undertakings - (2,000,000 )

Financial debt instruments measured at fair value through the income
statement

-

(223,704

)

Ralawise Limited (Registered number: 01362849)

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

21. PROVISIONS FOR LIABILITIES

20232022
££
Deferred tax551,155623,866
Other provisions
Dilapidations2,915,3692,807,692
Other provisions16,14713,705
2,931,5162,821,397

Aggregated amounts3,482,6713,445,263



Deferred Tax

Other
provisions
££
Balance at 1 January 2023623,8662,821,397
Charge / (credit) to the Income Statement during the year(72,711)151,507
Utilised-(41,389)
551,1552,931,515

The deferred tax liability of the company consists of the tax effect of the following:
2023
£
Timing differences on fixed assets681,656
Other short term timing differences(130,501)
551,155

A provision of £2,915,369 (2022: £2,807,692) 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.

22. CALLED UP SHARE CAPITAL

Number: Class: Nominal 2023
value: £
2,706,673 Ordinary £1 2,706,673
1,147,500 A Funding £1 1,147,500
1,113,750 B Funding £1 1,113,750
1,113,750 C Funding £1 1,113,750
6,081,673

All of the called up share capital is held by the ultimate parent company.

Ralawise Limited (Registered number: 01362849)

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

23. 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.

Capital redemption reserve comprises the nominal value of shares repurchased by the company.

Dividends and other distributions 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.

24. ULTIMATE PARENT COMPANY

Ralawise Group Holdings Limited is regarded by the directors as being the company's ultimate parent company.

The company is controlled by Mrs E V Batson, Mr J P Batson and Mr J P Batson who are directors of and control Ralawise Group Holdings Limited.

25. CONTINGENT LIABILITIES

The company guarantees the bank borrowings of certain group companies amounting to £nil (2022: £488,389) as at 31 December 2023.

The company 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: £351,240).

26. DIRECTORS' INTEREST IN TRANSACTIONS

An amount of £650,740 (2022: £600,000) owed to Mr J P Batson and Mr J P Batson, is included within creditors: amounts falling due within one year. The loan is unsecured and repayable on demand. Interest payable to Mr J P Batson and Mr J P Batson in the year amounted to £50,740 (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 within the group headed by Ralawise Group Holdings Limited. 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 recharges 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 (124,801 ) (230,453 )
Amount due from related parties 896 1,224
Loans due to related parties (1,512,226 ) (2,191,343 )

Ralawise Limited (Registered number: 01362849)

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

26. DIRECTORS' INTEREST IN TRANSACTIONS - continued

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 )