Holding Ralph Limited
Annual Report and Financial Statements
For the year ended 31 December 2024
Company Registration No. 07309067 (England and Wales)
Holding Ralph Limited
Company Information
Director
C J R Hassell
Secretary
S van Heerden
Company number
07309067
Registered office
27-33 2nd Floor
Bethnal Green Road
London
E1 6LA
Auditor
Moore Kingston Smith LLP
Charlotte Building
17 Gresse Street
London
W1T 1QL
Holding Ralph Limited
Contents
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 9
Group profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 30
Holding Ralph Limited
Strategic Report
For the year ended 31 December 2024
Page 1

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

Fair review of the business

2024 marked a strategically significant year for the Holding Ralph Limited and its subsidiaries, as it continued to navigate a volatile global environment while investing in growth across core and emerging markets.

 

Turnover decreased during the year, primarily due to continued economic headwinds in the US and UK, where client budgets remained constrained. In response, the Group undertook a review of its cost base and implemented targeted restructuring measures particularly in its US operations.

 

Despite these challenges, the Group expanded its international footprint through the launch of Ralph Mumbai, representing a long-term commitment to growth in Asia and further diversifying the Group’s global operations.

Principal risks and uncertainties

 

Loss of key clients

The Group manages this risk by maintaining a diverse and global client portfolio. It continues to invest in client relationships, data-driven insights and strategic creative services to ensure retention and organic growth.

 

Talent acquisition and retention

The Group’s most valuable asset is its people. Attracting and retaining top talent is critical to success, particularly in a competitive labour market. The Group continues to invest in internal mobility, development programs and leadership succession planning across all regions.

 

Economic volatility

Macroeconomic uncertainty, especially in the US and UK, continues to impact client marketing budgets. The Group closely monitors financial performance across markets and adjusts its cost base as required to preserve financial stability.

 

Expansion into new markets

The launch of Ralph Mumbai introduces operational and regulatory risks in a new jurisdiction. The Group has partnered with an experienced local entity and taken legal and tax advice to manage compliance and integration risks.

Key performance indicators

The table below sets out the Group's key performance indicators benchmarked against the previous year’s performance.

 

 

2024

£

 

2023

£

% Change

Gross Profit

Gross Profit Margin (%)

7,964,180

82%

10,797,236

78%

-26.24%

Operating Profit

303,346

2,595,564

-88.31%

Operating Margin (%)

3%

19%

 

Profit Before Taxation

491,863

3,057,960

-83.92%

Net Assets

5,989,482

5,641,138

6.18%

 

Despite a decline in gross profit and operating margin, the Group remained profitable and maintained strong net asset levels, supported by careful cost management and strategic investment in growth markets.

Holding Ralph Limited
Strategic Report (Continued)
For the year ended 31 December 2024
Page 2
Other information and explanations

 

Future developments

The Group will continue to pursue growth opportunities across its global network, including expansion into India through Ralph Mumbai. While mindful of ongoing economic and political uncertainties, the Group will remain agile in adapting to market conditions. The Group is also evolving its strategy towards becoming an entertainment-focused business, creating events, audio-visual and print content, and developing audience-building strategies across digital and social media platforms.

 

On behalf of the board

C J R Hassell
Director
8 September 2025
Holding Ralph Limited
Director's Report
For the year ended 31 December 2024
Page 3

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

Principal activities

The principal activity of the company continues to be that of a holding company.

 

The principal activity of the group continued to be that of delivering digital marketing solutions, providing online media strategy, video production and studio services.

Director

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

C J R Hassell
Results and dividends

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

Auditor

Moore Kingston Smith LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of director's responsibilities

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

 

 

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

Statement of disclosure to auditor

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

Holding Ralph Limited
Director's Report (Continued)
For the year ended 31 December 2024
Page 4
On behalf of the board
C J R Hassell
Director
8 September 2025
2025-09-08
Holding Ralph Limited
Independent Auditor's Report
To the Members of Holding Ralph Limited
Page 5
Opinion

We have audited the financial statements of Holding Ralph Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Group Profit And Loss Account, the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 director with respect to going concern are described in the relevant sections of this report.

Other information

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

 

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Holding Ralph Limited
Independent Auditor's Report (Continued)
To the Members of Holding Ralph Limited
Page 6

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Director's Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of director

As explained more fully in the Director's Responsibilities Statement, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the director is responsible for assessing the group's and 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 director either intends to liquidate the group or parent company or to cease operations, or has no realistic alternative but to do so.

Holding Ralph Limited
Independent Auditor's Report (Continued)
To the Members of Holding Ralph Limited
Page 7
Auditor's 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 these financial statements.

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

 

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

 

Our approach was as follows:

 

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

Holding Ralph Limited
Independent Auditor's Report (Continued)
To the Members of Holding Ralph Limited
Page 8

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

Holding Ralph Limited
Independent Auditor's Report (Continued)
To the Members of Holding Ralph Limited
Page 9

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

fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,

including fraud is detailed below.

 

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

 

Our approach was as follows:

Ÿ

 

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

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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.

Joanna Cosgrove (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
8 September 2025
Chartered Accountants
Statutory Auditor
Charlotte Building
17 Gresse Street
London
W1T 1QL
Holding Ralph Limited
Group Profit and Loss Account
For the year ended 31 December 2024
Page 10
2024
2023
Notes
£
£
Turnover
3
9,765,132
13,921,943
Cost of sales
(1,800,952)
(3,124,707)
Gross profit
7,964,180
10,797,236
Administrative expenses
(7,928,486)
(8,392,914)
Other operating income
267,652
191,242
Operating profit
4
303,346
2,595,564
Share of profits of joint ventures
119,885
397,272
Interest receivable and similar income
7
76,226
85,706
Interest payable and similar expenses
8
(7,594)
(20,582)
Profit before taxation
491,863
3,057,960
Tax on profit
9
(123,100)
(806,882)
Profit for the financial year
368,763
2,251,078
Profit for the financial year is attributable to:
- Owners of the parent company
297,522
2,019,393
- Non-controlling interests
71,241
231,685
368,763
2,251,078
Holding Ralph Limited
Group Statement of Comprehensive Income
For the year ended 31 December 2024
Page 11
2024
2023
£
£
Profit for the year
368,763
2,251,078
Other comprehensive income
Currency translation gain/(loss) taken to retained earnings
14,753
(283,563)
Other comprehensive income of joint ventures accounted for using the equity method
(38,172)
(71,013)
Other comprehensive income for the year
(23,419)
(354,576)
Total comprehensive income for the year
345,344
1,896,502
Total comprehensive income for the year is attributable to:
- Owners of the parent company
263,364
1,701,822
- Non-controlling interests
81,980
194,680
345,344
1,896,502
Holding Ralph Limited
Group Balance Sheet
As at 31 December 2024
Page 12
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
12
170,943
307,049
Investments
13
1,279,334
1,197,620
1,450,277
1,504,669
Current assets
Debtors
16
2,413,585
2,967,087
Cash at bank and in hand
3,208,086
2,518,193
5,621,671
5,485,280
Creditors: amounts falling due within one year
17
(1,077,331)
(1,336,105)
Net current assets
4,544,340
4,149,175
Total assets less current liabilities
5,994,617
5,653,844
Provisions for liabilities
Deferred tax liability
18
(5,135)
(9,706)
(5,135)
(9,706)
Net assets
5,989,482
5,644,138
Capital and reserves
Called up share capital
20
4,700
4,700
Capital redemption reserve
5,300
5,300
Profit and loss reserves
5,229,273
4,965,909
Equity attributable to owners of the parent company
5,239,273
4,975,909
Non-controlling interests
750,209
668,229
5,989,482
5,644,138
The financial statements were approved and signed by the director and authorised for issue on 8 September 2025
08 September 2025
C J R Hassell
Director
Holding Ralph Limited
Company Balance Sheet
As at 31 December 2024
31 December 2024
Page 13
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
13
507,317
507,317
Current assets
Debtors
16
48,614
314,663
Cash at bank and in hand
77,366
77,486
125,980
392,149
Creditors: amounts falling due within one year
17
(10,000)
(10,000)
Net current assets
115,980
382,149
Net assets
623,297
889,466
Capital and reserves
Called up share capital
20
4,700
4,700
Capital redemption reserve
5,300
5,300
Profit and loss reserves
613,297
879,466
Total equity
623,297
889,466

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £266,169 (2023 - £2,931,943 profit).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and signed by the director and authorised for issue on 8 September 2025
08 September 2025
C J R Hassell
Director
Company Registration No. 07309067 (England and Wales)
Holding Ralph Limited
Group Statement of Changes in Equity
For the year ended 31 December 2024
Page 14
Share capital
Capital redemption reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2023
4,700
5,300
5,881,487
5,891,487
875,672
6,767,159
Year ended 31 December 2023:
Profit for the year
-
-
2,019,393
2,019,393
231,685
2,251,078
Other comprehensive income:
Currency translation differences
-
-
(283,563)
(283,563)
-
(283,563)
Other comprehensive income of associates and jointly controlled entities
-
-
(71,013)
(71,013)
-
(71,013)
Amounts attributable to non-controlling interests
-
-
37,005
37,005
(37,005)
-
Total comprehensive income for the year
-
-
1,701,822
1,701,822
194,680
1,896,502
Dividends
10
-
-
(2,617,400)
(2,617,400)
(402,123)
(3,019,523)
Balance at 31 December 2023
4,700
5,300
4,965,909
4,975,909
668,229
5,644,138
Year ended 31 December 2024:
Profit for the year
-
-
297,522
297,522
71,241
368,763
Other comprehensive income:
Currency translation differences
-
-
14,753
14,753
-
14,753
Other comprehensive income of associates and jointly controlled entities
-
-
(38,172)
(38,172)
-
(38,172)
Amounts attributable to non-controlling interests
-
-
(10,739)
(10,739)
10,739
-
Total comprehensive income for the year
-
-
263,364
263,364
81,980
345,344
Balance at 31 December 2024
4,700
5,300
5,229,273
5,239,273
750,209
5,989,482
Holding Ralph Limited
Company Statement of Changes in Equity
For the year ended 31 December 2024
Page 15
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
4,700
5,300
564,923
574,923
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
2,931,943
2,931,943
Dividends
10
-
-
(2,617,400)
(2,617,400)
Balance at 31 December 2023
4,700
5,300
879,466
889,466
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
(266,169)
(266,169)
Balance at 31 December 2024
4,700
5,300
613,297
623,297
Holding Ralph Limited
Group Statement of Cash Flows
For the year ended 31 December 2024
Page 16
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
24
1,113,939
1,815,936
Interest paid
(7,594)
(20,582)
Income taxes paid
(488,834)
(771,176)
Net cash inflow from operating activities
617,511
1,024,178
Investing activities
Purchase of tangible fixed assets
(17,249)
(59,891)
Proceeds from disposal of tangible fixed assets
-
(87,443)
Receipts from joint ventures
-
806,185
Interest received
76,226
85,706
Net cash generated from investing activities
58,977
744,557
Financing activities
Dividends paid to equity shareholders
-
0
(2,617,400)
Dividends paid to non-controlling interests
-
0
(402,123)
Net cash used in financing activities
-
(3,019,523)
Net increase/(decrease) in cash and cash equivalents
676,488
(1,250,788)
Cash and cash equivalents at beginning of year
2,518,193
3,943,825
Effect of foreign exchange rates
13,405
(174,844)
Cash and cash equivalents at end of year
3,208,086
2,518,193
Holding Ralph Limited
Notes to the Group Financial Statements
For the year ended 31 December 2024
Page 17
1
Accounting policies
Company information

Holding Ralph Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 27-33 2nd Floor, Bethnal Green, London, E1 6LA.

 

The group consists of Holding Ralph Limited and all of its subsidiaries.

1.1
Accounting convention

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

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

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

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Holding Ralph Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Holding Ralph Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 18

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

The group's gross revenue has fallen from £13.9m to £9.8m this year. The company has taken measures to manage their cashflow with redundancies and careful cash management. This has led to the company making a profit of £489,306(2023 - £2,251,078) and increasing its cash balance to £3.2m (2023 - £2.5m).

 

Therefore, at the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from retainer contracts for the provision of professional services is recognised on a straight line basis over the period that the retainer contract covers.

 

Revenue from non-retainer contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life. The useful economic life of goodwill is considered to be 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Holding Ralph Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 19
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Fixtures and fittings
20% straight line
Computers
33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.9
Impairment of fixed assets

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

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Holding Ralph Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 20
1.10
Cash and cash equivalents

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

1.11
Financial instruments

The company only has basic financial instruments measured at amortised cost, with no financial instruments classified as other, or basic financial instruments measured at fair value.

1.12
Equity instruments

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

1.13
Taxation

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

Current tax

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

Deferred tax

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

1.14
Employee benefits

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

 

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

 

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

1.15
Retirement benefits

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

1.16
Leases

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

Holding Ralph Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 21
1.17
Foreign exchange

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

2
Judgements and key sources of estimation uncertainty

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

 

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

Critical judgements

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

Revenue recognition

Significant management judgement is required in determining the point at which revenue should be recognised in respect of non-retainer revenue. Revenue is recognised in respect of each project on the basis of stage of completion, which is assessed by looking at internal and external costs relative to total expected costs and pro rating the project revenue accordingly.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Useful economic life of goodwill

The annual amortisation charge for intangible assets is sensitive to changes in the estimated lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. Goodwill impairment reviews are also performed annually. These reviews require an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise for the cash generating unit and a suitable discount rate to calculate present value. See note 10 for the carrying amount of the intangible assets and note 1.6 for the useful economic life.

Useful economic life of property, plant and equipment

The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 11 for the carrying amount of the property, plant and equipment and note 1.7 for the useful economic lives for each class of asset.

Holding Ralph Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2024
Page 22
3
Turnover
2024
2023
£
£
Turnover analysed by geographical market
UK
2,454,307
3,144,834
USA
6,343,887
9,887,144
Japan
966,938
889,965
9,765,132
13,921,943
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
12,922
60,499
Depreciation of owned tangible fixed assets
154,702
143,305
Profit on disposal of tangible fixed assets
-
(2,166)
Operating lease charges
487,990
492,631
5
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
66
76
1
1

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
5,018,559
5,852,013
-
0
-
0
Social security costs
490,942
605,084
-
-
Pension costs
160,110
184,907
-
0
-
0
5,669,611
6,642,004
-
0
-
0
Holding Ralph Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2024
Page 23
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
34,000
34,000
Audit of the financial statements of the company's subsidiaries
10,000
10,000
44,000
44,000
For other services
Taxation compliance services
3,000
3,000
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
18,414
5,252
Other interest income
57,812
80,454
Total income
76,226
85,706
8
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
7,594
20,582
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
127,671
819,343
Deferred tax
Origination and reversal of timing differences
(4,571)
(12,461)
Total tax charge
123,100
806,882
Holding Ralph Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2024
9
Taxation
(Continued)
Page 24

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

2024
2023
£
£
Profit before taxation
491,863
3,057,960
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
122,966
718,621
Tax effect of expenses that are not deductible in determining taxable profit
71,774
5,525
Tax effect of income not taxable in determining taxable profit
(44,883)
(108,883)
Tax effect of utilisation of tax losses not previously recognised
(91)
-
0
Effect of change in corporation tax rate
-
(738)
Permanent capital allowances in excess of depreciation
-
0
(48)
Effect of overseas tax rates
(26,666)
192,405
Taxation charge
123,100
806,882
10
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Interim paid
-
2,617,400
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2024 and 31 December 2024
337,694
Amortisation and impairment
At 1 January 2024 and 31 December 2024
337,694
Carrying amount
At 31 December 2024
-
0
At 31 December 2023
-
0
Holding Ralph Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2024
Page 25
12
Tangible fixed assets
Group
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2024
667,738
305,773
973,511
Additions
-
0
17,249
17,249
Disposals
-
0
(5,478)
(5,478)
Exchange adjustments
7,580
1,881
9,461
At 31 December 2024
675,318
319,425
994,743
Depreciation and impairment
At 1 January 2024
459,258
207,204
666,462
Depreciation charged in the year
91,951
62,751
154,702
Eliminated in respect of disposals
-
0
(5,478)
(5,478)
Exchange adjustments
5,944
2,170
8,114
At 31 December 2024
557,153
266,647
823,800
Carrying amount
At 31 December 2024
118,165
52,778
170,943
At 31 December 2023
208,480
98,569
307,049
Holding Ralph Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2024
Page 26
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
507,317
507,317
Investments in joint ventures
15
1,279,334
1,197,620
-
0
-
0
1,279,334
1,197,620
507,317
507,317
Movements in fixed asset investments
Group
Shares in joint ventures
£
Cost or valuation
At 1 January 2024
1,197,620
Additions
81,714
At 31 December 2024
1,279,334
Carrying amount
At 31 December 2024
1,279,334
At 31 December 2023
1,197,620
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
507,317
Carrying amount
At 31 December 2024
507,317
At 31 December 2023
507,317
Holding Ralph Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2024
Page 27
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Ralph Creative Limited
1
100
100.00
Ralph Creative K.K.
2
100
100.00
Ralph Interactive Inc
3
80
80.00

Registered office addresses (all UK unless otherwise indicated):

1
2nd Floor, 27-33 Bethnal Green road, London E1 6LA
2
3-6-7, Kitaaoyama, Aoyama Palacio Tower 11F. Minato-Ku, Tokyo, 107*0061 Japana
3
236 Lafayette Street Floor 4, New York, NY 10013
15
Joint ventures

Details of joint ventures at 31 December 2024 are as follows:

Name of undertaking
Registered office
Interest
% Held
held
Direct
Ralph Creative Inc
700 N San Vicente Blvd, West Hollywood, CA 90069
Ordinary
50
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,334,055
1,752,174
-
0
-
0
Corporation tax recoverable
500,459
198,316
-
0
-
0
Amounts owed by joint ventures
1,976
383,391
-
-
Other debtors
77,944
337,449
48,614
314,663
Prepayments and accrued income
374,963
172,752
-
0
-
0
2,289,397
2,844,082
48,614
314,663
Amounts falling due after more than one year:
Other debtors
124,188
123,005
-
0
-
0
Total debtors
2,413,585
2,967,087
48,614
314,663
Holding Ralph Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2024
Page 28
17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Trade creditors
28,332
120,555
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
10,000
10,000
Amounts owed to joint ventures
149,234
39,929
-
0
-
0
Corporation tax payable
21,189
80,209
-
0
-
0
Other taxation and social security
97,680
87,221
-
-
Other creditors
59,894
73,666
-
0
-
0
Accruals and deferred income
721,002
934,525
-
0
-
0
1,077,331
1,336,105
10,000
10,000
18
Deferred taxation

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

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
5,135
9,706
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 January 2024
9,706
-
Credit to profit or loss
(4,571)
-
Liability at 31 December 2024
5,135
-

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

19
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
160,110
184,907
Holding Ralph Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2024
Page 29
20
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
4,700
4,700
4,700
4,700

 

21
Operating lease commitments
Lessee

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

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
475,358
445,021
-
-
Between two and five years
509,833
975,524
-
-
985,191
1,420,545
-
-
22
Related party transactions
Transactions with related parties

At the year end, £314,663 (2023: £314,633) was owed by Tree of Ralph Limited, a related party by virtue of shared ownership. A provision of £266,019 (2023: £Nil) has been provided against the loan, as it was not considered fully recoverable. The remaining amount is repayable on 31 December 2030, with interest accruing daily and payable annually from 31 December 2025 at the Bank of England's base rate.

23
Controlling party

The ultimate controlling party is C J R Hassell, director of the company, by virtue of his majority shareholding.

Holding Ralph Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2024
Page 30
24
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
368,763
2,251,078
Adjustments for:
Share of results of associates and joint ventures
(119,885)
(397,272)
Taxation charged
123,100
806,882
Finance costs
7,594
20,582
Investment income
(76,226)
(85,706)
Gain on disposal of tangible fixed assets
-
(2,166)
Depreciation and impairment of tangible fixed assets
154,702
202,300
Movements in working capital:
Decrease/(increase) in debtors
855,645
(604,558)
Decrease in creditors
(199,754)
(375,204)
Cash generated from operations
1,113,939
1,815,936
25
Analysis of changes in net funds - group
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
2,518,193
689,893
3,208,086
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