REGISTERED NUMBER: 13652665 (England and Wales)

Group Strategic Report,

Report of the Directors and

Audited

Consolidated Financial Statements

for the Year Ended 31 December 2024

for

Ralawise Group Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

9

Report of the Independent Auditors

11

Consolidated Statement of Comprehensive Income

14

Consolidated Statement of Financial Position

15

Company Statement of Financial Position

16

Consolidated Statement of Changes in Equity

17

Company Statement of Changes in Equity

18

Consolidated Statement of Cash Flows

19

Notes to the Consolidated Statement of Cash Flows

20

Notes to the Consolidated Financial Statements

21

DIRECTORS:

J P Batson

J P Batson

E V Batson

I C Milburn

A M McPherson

S P Banks FCA

REGISTERED OFFICE:

Unit 112 Tenth Avenue

Deeside Industrial Park

Deeside

Flintshire

CH5 2UA

REGISTERED NUMBER:

13652665 (England and Wales)

SENIOR STATUTORY AUDITOR:

Neil Barton

AUDITORS:

Forvis Mazars LLP

Chartered Accountants

and Statutory Auditor

One St Peter's Square

Manchester

M2 3DE

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

Ralawise Group Holdings Limited is the holding company for a group of family owned and controlled businesses ('group'). The principal activity of the group is the supply and distribution of clothing and related apparel products to B2B customers. The group distributes a wide variety of products and over 100 brands consisting of leading Industry related brands, including globally recognised sports and leisure brands. The group has also actively developed its own private label brands which are sold to group customers and widely distributed through a network of other distributors in UK, EU and USA.

The main trading companies within the group during the year were:

Ralawise Limited

Premier Clothing Limited

RalaTeam BV (a company registered in the Netherlands)

Ralawise (Ireland) Limited (a company registered in Ireland)

Ralawise.de GmbH (a company registered in Germany)

At the time of writing this report the Ralawise.de GmbH is in liquidation (started 1 January 2025) and the group is in the process of setting up Reprime Brands Inc. in the USA.

The group supplies clothing and related apparel products to wholesale retail and e-commerce related businesses. All products are supplied in a blank format and are then subject to further value-added branding by our customers before onward sale to end users. These processes include printing, embroidery, embossing, relabelling and re-packaging. The group has a wide and varied customer base in the UK, EU and USA and covers a broad and extensive range of market sectors including:

Team wear

Sports and activewear

Licensing

Hospitality

Workwear & safety wear

Mass event merchandising

Branding

Leisurewear

Fashion and high street retail

Education

Health & beauty

Medical and healthcare

Over 85% of the group's revenue is traded via its online platform (www.ralawise.com). The group is market leader in UK and Republic of Ireland and has significant market presence in the EU, both direct from the UK and via its EU digital distribution platform RalaTeam BV. The group is also actively trading its private label brands in USA through market leading distributors. The group is heavily investing in all these market channels through people, infrastructure, inventory and systems.

REVIEW OF BUSINESS

2024 represented a challenging year for the group as the head winds of economic and geo-political uncertainty weighed heavily on the group's principal markets. The snap general election in the UK which led to a change of political direction was followed sharply by a punitive Fiscal budget which stifled business and consumer confidence. Overall revenue was broadly flat at £190.3m down from £191.7m. The reduction in revenue was in part a result of devaluation in the selling prices of major core volume selling products by up 5%. Overall average selling prices fell by 2.9% and pieces traded grew by a similar percentage. The group's UK markets outperformed other geographical areas apart from the USA, where there has been another positive year. In general, European business was disappointing in part due to the continuation of the trading barriers between the UK and EU.

Premier Clothing Limited, the group's private label hospitality and corporate wear clothing brand had modest sales growth year with its performance being affected by the uncertainty in the hospitality sector of the UK economy. Positive progress was made in other market sectors as the company broadens its product offering and appeal to new market segments, including medical and healthcare.

The overall group gross profit percentage increased to 27.1%, up from 27.0%. Whilst margins on core product came under pressure the slight uptick in the margin percentage was due to improved product mix. It is envisaged that margins will improve further as product deflationary factors ease and further improvements are made in product mix. Product mix is core to the long-term strategy of the group and the share of the group's private label brands verses industry and trade brands further strengthened in 2024. The group's ambition is to return margins to historical levels of circa 30%, and at the time of writing this report there has been promising progress in this area.

The group's EBITDA reduced to £7.5m from £10.5m in the prior year, a reflection of flat revenue and margin growth and exceptional rising costs in employment and other operational costs. These were driven by inflationary price rises across many of the group's core cost base activities including transport, storage, insurance, packaging and energy.

Interest rates started to fall from recent high levels during the year, albeit slower than anticipated. Further rates cuts are anticipated to give an estimated base rate of 3.0% to 3.5% by mid-2026. This will be welcome by the group not only for lowering the cost of its borrowings but also for our customers, where it should lead to expansion, confidence and improved investment.

SKU efficiency and inventory balancing improved further throughout 2024 as the group recognises slow moving and excessive inventory weighs heavily on efficiency. The group accelerated the moving on of slower selling and redundant SKU's through RalaDeal, the group's dedicated closeout platform. Overall group inventory levels reduced to £97.9m from £104.9m. These improvements in cleansing the inventory not only benefit the group but provide further opportunities for business development for our customers.

Expansion of all overseas markets is crucial to the group's overall strategy and good progress has been made in the year. Better service levels, customer numbers and product mix improved the performance of the group's EU digital distribution platform, RalaTeam.com. This platform is to be further expanded with increased and improving inventory and product mix. The USA performed very strongly with a new additional distributor for the group's private label brands Tridri (sports and ath-leisure) and Reprime (hospitality). The group's private label scrubs and healthcare brand, Onna, has also received successfully approval for sale in USA. These initiatives should lead to a significant overseas growth opportunities for 2025 and beyond.

During 2024 a restructuring plan was implemented in the group's German business Ralawise.de GmbH. This was activated at the end of the year with all employees leaving the business and with our help successfully finding re-employment. The Board would like to thank all the ex-German employees for their dedication and hard work and wish them all success in the future. The restructuring has allowed for a more direct dedicated field-based sales structure to be put in place to service the German market.

The group's strategy is to have best in class product portfolios made from preferred materials and our move towards sustainable, organic and recycled products continued during the year. The group is now in a market leading position in this arena, giving our customers value added and new business opportunities. The group's private label products are in the process of transitioning into preferred materials giving them market leading opportunities.

The group's main web platform www.ralawise.com which delivers over 85% of inbound revenue continued to perform well and further updates and investments were made to speed and resilience. The major ERP upgrade started with a successful implementation into the Premier Clothing Limited business at the start of 2025. Further ongoing implementations into other business units of the group are planned in 2025 and 2026. The new ERP should provide improved efficiencies and methods of operation and future proof technical capabilities. Ongoing investments were made into infrastructure, and more warehousing capacity was added.

The long-term Asset Backed Lending facility (ABL) that was agreed in the prior year with the group's main banking partner HSBC worked well allowing the group to have the necessary headroom to take advantage of market opportunities as and when they were presented.

The key performance indicators are:

2024

2023

Revenue

£190.3m

£191.7m

Gross Profit

£51.6m

£51.7m

Gross profit %

27.1%

27.0%

EBITDA (non adjusted )

£7.5m

£10.5m

Shareholder funds

£94.1m

£93.0m

Inventory

£97.9m

£104.9m

Cash generated(from operations)

£11.0m

£2.9m

PRINCIPAL RISKS AND UNCERTAINTIES

1.Rising costs

2.Geopolitical instability

3.Government policy

4.Inflation

5.Currency and interest rates

6.Supply chain

7.Labour availability

Rising costs: Rising costs across all of the group's activities are bearing down on overall operating profits. A full review was undertaken during the year and positive outcomes are being achieved. It seemed that many suppliers necessarily needed to raise prices in 2024, but these have now regularised. Better ways of working and efficiencies have been implemented along with a full supplier review. It is expected that cost increases will moderate and become more manageable and fall back into a normal trend.

Geopolitical instability: Tensions across the World continued with no sign to the major conflicts in the Middle East and Ukraine ending. Political uncertainty remains in the group's major markets and the threat from tariff wars is weighing heavily. Most major G7 countries from Q3 2024 onwards faced growth downgrades as consumers and businesses became more cautious.

Government policy: The election of a new Government after months of uncertainty was welcomed but soon disappeared in Q4 when the full extent of the new Government's direction was revealed. A tax on all businesses by means of a National Insurance rise (Q2 2025) and an above inflationary increase in the Statutory National Minimum Wage. Government policy moved from being pro-business to anti-business and anti-investment. A new Government with a 5-year term should bring stability and opportunity for long term investment, but it has done the reverse leaving businesses large and small with higher a tax burden and a disincentive to invest.

Inflation: During the year inflation started to fall and by end of Q2 was within the Bank of England target of 2%, this was welcomed but the trend was short lived as inflation rose again at the end of the year based on Government policy changes. It is expected that inflation will fall by Q3/Q4 2025 and be back to trend by 2026.

Currency and interest rates: The group has significant exposure to both of these. During 2024 interest rates started to fall but not as fast as was predicted still placing a high burden on overall group interest costs. In the main currency movements were favourable and our usual risk management of currency hedging worked well.

Supply chain: Supply chain in general was stable despite some geopolitical issues arising which impacted delivery times. The group manages the supply of product on a constant basis and has significant inventory positions across key product areas as well as close working relationships with the supply chain to mitigate these issues.

Labour availability: 2024 was another challenging year for labour availability. Finding key high skilled employees is a challenge, a lot of work has been done on a local basis to encourage employees to join the group, with innovative workshops and improvements in communications and new candidates understanding the true values of working for a long-established, well-founded family run business.

The group's Board and Senior management review all risks as described above on a regular and ongoing basis with appropriate mitigation strategies being implemented as necessary.

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

SECTION 172(1) STATEMENT

The board of directors of Ralawise Group Holdings Limited, both individually and collectively for the year ended 31 December 2024, consider in good faith, they have acted in the way most likely to promote the success of the group for the benefit of its members as a whole and having regard to the matters set out in s172 (1)(a-f) as below:

a) The likely consequences of any decision in the long term;

b) The interests of the group's employees;

c) The need to foster the group's business relationships with suppliers, customers and others;

d) The impact of the group's operations on the community and the environment;

e) The desirability of the group maintaining a reputation for high standards of business conduct; and

f) The need to act fairly between members of the company and the group.

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

a) The likely consequences of any decision in the long term

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

b) The interests of the group's employees

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

c) The need to foster the group's business relationships with suppliers, customers and others.

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

d) The impact of the group's operations on the community and the environment.

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

e) The desirability of the group maintaining a reputation for high standards of business conduct.

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

f) The need to act fairly between members of the company and the group.

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

EMPLOYEE ENGAGEMENT

Employee engagement remains a key focus of the group and 2024 was another year of improvement in our efforts of communicating well and supporting our teams focusing on the following key elements:

Learning and development

Communication and collaboration

Equality, diversity and inclusion

Employee relations

Employee engagement

Health, safety and well-being

Reward & recognition

Competition for staff remains very high and with a 6.7% increase in the National Minimum Wage and increased Employer National Insurance contributions the requirements to retain employees became ever more important. A number of strategic projects were launched to encourage greater staff retention, reduce absenteeism levels and cut staff turnover all of which were very successful.

At the group we believe in development, not only in our products and services, but our people. We strive to provide the best development opportunities to suit individual career paths within a culture of continuous improvement, teamwork, and respect. Since its launch in 2023, further progress has been made regarding the Learning Management System across the group. It has become a vital platform for staff training and development. It offers easy access to both mandatory and optional e-learning programmes, supporting continuous learning across the group. A diverse range of courses have been delivered through the system, including GDPR, Manual Handling, Cyber Security, Global Organic Textile Standard (GOTS) Awareness, Anti-Bullying and Harassment and Excel.

Health and well-being continue to be major initiatives at the group. A full series of calendar events were devised in 2024 to ensure it remained top of the agenda. Examples such as 'Time to Talk Day', 'World Mental Health Day', individual support plans, occupational health referrals and corporate flu vouchers. Financial wellbeing webinars are held monthly in conjunction with our banking partner HSBC. Pension surgeries take place on an annual basis from an independent pension advisor.

In 2024, the group launched its charity of the year campaign with staff voting to support Clatterbridge Cancer Charity. Total charitable contributions made to a range of charities totalled £40,850.

Gender Pay Gap data was reported in April 2025, the data used to compile these results was taken on 5th April 2024. A gender pay gap of 2.2% was recorded, well below the UK average of 7.9%. The group will continue in its efforts to reduce this gap further.

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

ENGAGEMENT WITH CUSTOMERS, SUPPLIERS AND OTHERS.

The group would like to thank its customers for another positive year of enhanced customer engagement. The group prides itself on the special relationships that it forges with it customers and has recorded a record year with respect to customer satisfaction too. The group placed special attention on having the right inventory levels to ensure customers have no need to shop elsewhere. The group's main web platform performed faster, and the shopping experience was made even more streamlined. As a result, the group recorded excellent growth and retention rates for customers numbers

The group's supply chain performed extremely well despite challenges. The relationship the group has with its suppliers is very akin to its customers. A special relationship forged over many years of trust, openness, fair and proper business practice. The group has a collaborative relationship with these valued stakeholders with a close working understanding of each other's problems thereby providing strong forward-thinking partnerships.

The group recognises its competitors and respects their place in the market. It is vital that the group remains competitive in all aspects of its service to customers. Also, the group's constant innovative approach to market leading products and brands is key to staying ahead. The group considers its dynamic market leading approach allows for opportunities and growth in future years.

ESG AND CORPORATE SOCIAL RESPONSIBILITY

The group's internal CSR and Sustainability department continued to make extensive progress in 2024 to further develop a comprehensive and fully integrated code of business ethics, CSR and sustainability. These include the following topics:

Modern Slavery

Supply Chain Compliance

Corporate Responsibility

Transparency and Traceability

Governance

Environmental Impact

Sustainability

Legislation Compliance

The group works closely with all its strategic supply partners in driving best practices in ethics, supply chain responsibility, social responsibility, sustainable procurement and local and international standards. The group's directors make regular visits to all supply chain partners and stakeholders.

The group made progress in its business certifications including Global Organic Textile Standard (GOTS), which now covers the group, its distribution functions and 3PL partners. Additions for the group in 2024 include Global Recycled Standard (GRS), Recycled Content Standard (RCS), and Organic Content Standard (OCS). This has allowed us to progress in our sustainable product offering.

In 2024, the Board of directors prioritised sustainable procurement and set sustainable sourcing strategies. Through this the group has seen progress in our commitments to CSR and sustainability.

We are proud to become Ecovadis Sustainability Rated, a globally recognised platform that evaluates the sustainability performance of our company. Areas of assessment include - environmental, labour and human rights, ethics and sustainable procurement. This has allowed us to drive continuous improvement across our own operations and value chain. Ecovadis now provides us with a benchmark for our long-term CSR and sustainability strategy.

All supplier partners are required to adhere to the group's code of conduct working closely and in collaboration with our CSR and Sustainability department. Further, they are encouraged to reduce their social and environmental impact, including sustainable procurement.

All areas of the group's activities continue to be reviewed to reduce environmental impact, water usage and energy consumption. Our electricity supply is sourced from 100% renewable sources and we have made efforts to reduce our gas usage within our operations. A complete review of packaging was made with a full redesign which led to a reduction of overall packaging usages.

We have improved our waste streams, continue to be 'zero to landfill', in addition we have onboarded a textile recycling partner whose methods include textile-to-textile and second life recycling.

The group prides itself in its approach in training all stakeholders, employees and suppliers to have a full understanding of the group's long-term ESG and sustainability strategy.

STREAMLINED ENERGY AND CARBON REPORT

Company Information and reporting period

This report has been based upon the period January 2024 to end December 2024.

Reasons for change in emissions from previous year

We have seen a reduction in Scope 1 & 2 emissions from 2023 by 10%. Factors which contribute to this reduction include the completion of ESOS Phase 3 recommendations. Lighting, heating and air conditioning leading to energy efficiency. In addition, we have made changes and reductions to office equipment. Under Scope 1 mobile combustion we saw a reduction due to reduced amount of company owned vehicles and mileage.

Quantification and reporting methodology

We have used the 2024 UK Government conversion factors for company reporting.

Organisational Boundary

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

Operational Scopes

We have measured our UK Scope 1 & 2 emissions to include our main energy sources as listed below. Scope 3 (Mobile Indirect Combustion) has been calculated for the first time in 2024.

2024

2023

Tonnes Co2e

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

39

83

Scope 2 Emissions - Emission from purchase of electricity & heat for own use.

355

355

Scope 3 Emissions - Emissions from transport not owned by the group.

51

N/A

Total Scope 1 & 2 emission tCo2e

394

437

Total Scope 1, 2 & 3 Emissions tCo2e

445

N/A

Energy Intensity Ratio tCo2e/£M Income (Scope 1 & 2)

2.3

2.6

Energy Intensity Ratio tCo2e/£M Income (Scope 1, 2 & 3)

2.6

N/A

ON BEHALF OF THE BOARD:

J P Batson - Director

11 September 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

DIVIDENDS

The total amount of dividends paid in the year was £1,448,370 (2023: £1,529,340).

FUTURE DEVELOPMENTS

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

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

J P Batson

J P Batson

E V Batson

I C Milburn

A M McPherson

S P Banks FCA

FINANCIAL RISK MANAGEMENT

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

Foreign exchange transactional currency exposure

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

Liquidity and cashflow risk

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

Customer credit exposure

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

Cost price fluctuation risk

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

DIRECTORS INDEMNITY INSURANCE

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

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

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

ON BEHALF OF THE BOARD:

J P Batson - Director

11 September 2025

Opinion

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

In our opinion, the financial statements:

-

give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2024 and of the Group's profit for the year then ended;

-

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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 Group 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 Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

-

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

-

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

-

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

-

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page ten, 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

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

Based on our understanding of the group and the parent company and their industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and 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 group and the parent 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 group and the parent company which were contrary to applicable laws and regulations, including fraud.

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

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, in particular in relation to revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:

-

Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;

-

Gaining an understanding of the internal controls established to mitigate risks related to fraud;

-

Discussing amongst the engagement team the risks of fraud; and

-

Addressing the risks of fraud through management override of controls by performing journal entry testing.

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

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

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

11 September 2025

TURNOVER

4

190,300,392

191,741,013

Cost of sales

(138,685,899

)

(139,970,459

)

GROSS PROFIT

51,614,493

51,770,554

Distribution costs

(36,143,338

)

(33,961,126

)

Administrative expenses

(10,170,250

)

(9,374,759

)

5,300,905

8,434,669

Other operating income

5

194,214

53,420

OPERATING PROFIT

8

5,495,119

8,488,089

Interest receivable and similar income

104,404

92,995

5,599,523

8,581,084

Interest payable and similar expenses

9

(2,062,101

)

(2,135,319

)

PROFIT BEFORE TAXATION

3,537,422

6,445,765

Tax on profit

10

(945,989

)

(1,533,965

)

PROFIT FOR THE FINANCIAL YEAR

2,591,433

4,911,800

OTHER COMPREHENSIVE INCOME

Foreign exchange profit / (loss) arising

on translation of overseas subsidiary

undertakings

(46,583

)

(34,279

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(46,583

)

(34,279

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,544,850

4,877,521

Profit attributable to:

Owners of the parent

2,591,433

4,911,800

Total comprehensive income attributable to:

Owners of the parent

2,544,850

4,877,521

FIXED ASSETS

Intangible assets

13

6,810,499

5,691,899

Tangible assets

14

3,581,202

3,978,076

Investments

15

-

-

10,391,701

9,669,975

CURRENT ASSETS

Stocks

16

97,866,369

104,857,836

Debtors

17

32,456,835

28,884,800

Cash at bank and in hand

9,581,103

8,873,759

139,904,307

142,616,395

CREDITORS

Amounts falling due within one year

18

(52,518,185

)

(55,688,745

)

NET CURRENT ASSETS

87,386,122

86,927,650

TOTAL ASSETS LESS CURRENT LIABILITIES

97,777,823

96,597,625

PROVISIONS FOR LIABILITIES

23

(3,643,506

)

(3,559,788

)

NET ASSETS

94,134,317

93,037,837

CAPITAL AND RESERVES

Called up share capital

24

6,082,123

6,082,123

Share Premium

25

44,550

44,550

Other reserves

25

5,542,733

5,542,733

Retained earnings

25

82,464,911

81,368,431

94,134,317

93,037,837

The financial statements were approved by the Board of Directors and authorised for issue on 11 September 2025 and were signed on its behalf by:

S P Banks FCA - Director

FIXED ASSETS

Intangible assets

13

-

-

Tangible assets

14

-

-

Investments

15

25,001,481

25,001,481

25,001,481

25,001,481

CURRENT ASSETS

Debtors

17

416,023

46,435

Cash at bank

207,993

571,171

624,016

617,606

CREDITORS

Amounts falling due within one year

18

(153,362

)

(240,688

)

NET CURRENT ASSETS

470,654

376,918

TOTAL ASSETS LESS CURRENT LIABILITIES

25,472,135

25,378,399

CAPITAL AND RESERVES

Called up share capital

24

6,082,123

6,082,123

Share Premium

25

44,550

44,550

Retained earnings

25

19,345,462

19,251,726

25,472,135

25,378,399

Company's profit for the financial year

1,542,106

1,633,633

The financial statements were approved by the Board of Directors and authorised for issue on 11 September 2025 and were signed on its behalf by:

S P Banks FCA - Director

Called up

share

Retained

Share

Other

Total

capital

earnings

Premium

reserves

equity

£

£

£

£

£

Balance at 1 January 2023

6,082,123

78,020,250

44,550

5,542,733

89,689,656

Changes in equity

Dividends

-

(1,529,340

)

-

-

(1,529,340

)

Total comprehensive income

-

4,877,521

-

-

4,877,521

Balance at 31 December 2023

6,082,123

81,368,431

44,550

5,542,733

93,037,837

Changes in equity

Dividends

-

(1,448,370

)

-

-

(1,448,370

)

Total comprehensive income

-

2,544,850

-

-

2,544,850

Balance at 31 December 2024

6,082,123

82,464,911

44,550

5,542,733

94,134,317

Called up

share

Retained

Share

Total

capital

earnings

Premium

equity

£

£

£

£

Balance at 1 January 2023

6,082,123

19,147,433

44,550

25,274,106

Changes in equity

Dividends

-

(1,529,340

)

-

(1,529,340

)

Total comprehensive income

-

1,633,633

-

1,633,633

Balance at 31 December 2023

6,082,123

19,251,726

44,550

25,378,399

Changes in equity

Dividends

-

(1,448,370

)

-

(1,448,370

)

Total comprehensive income

-

1,542,106

-

1,542,106

Balance at 31 December 2024

6,082,123

19,345,462

44,550

25,472,135

Cash flows from operating activities

Cash generated from operations

1

11,007,648

2,859,104

Interest paid

(2,116,930

)

(2,080,490

)

Tax paid

(1,244,411

)

(2,476,453

)

Net cash from operating activities

7,646,307

(1,697,839

)

Cash flows from investing activities

Purchase of intangible fixed assets

(2,317,548

)

(717,113

)

Purchase of tangible fixed assets

(500,287

)

(417,030

)

Sale of tangible fixed assets

35,255

48,447

Interest received

104,404

92,995

Net cash from investing activities

(2,678,176

)

(992,701

)

Cash flows from financing activities

Loan repayments in year

(1,113,711

)

(15,514,612

)

Amount withdrawn by directors

(526,522

)

-

ABL financing

(1,172,184

)

25,255,797

Equity dividends paid

(1,448,370

)

(1,529,340

)

Net cash from financing activities

(4,260,787

)

8,211,845

Increase in cash and cash equivalents

707,344

5,521,305

Cash and cash equivalents at beginning of year

2

8,873,759

3,352,454

Cash and cash equivalents at end of year

2

9,581,103

8,873,759