REGISTERED NUMBER: 01362849 (England and Wales)

Strategic Report, Report of the Directors and

Audited Financial Statements

for the Year Ended 31 December 2024

for

Ralawise Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

9

Report of the Independent Auditors

11

Statement of Comprehensive Income

14

Statement of Financial Position

15

Statement of Changes in Equity

16

Notes to the Financial Statements

17

DIRECTORS:

Mrs Edna Violet Batson

Mr Jeoffrey Paul Batson

Mr Jonathan Peter Batson

Mr Alistair Malcolm McPherson

Mr Stuart Paul Banks FCA

SECRETARY:

Mrs Edna Violet Batson

REGISTERED OFFICE:

Unit 112

Tenth Avenue

Deeside Industrial Park

Deeside

Flintshire

CH5 2UA

REGISTERED NUMBER:

01362849 (England and Wales)

AUDITORS:

Forvis Mazars LLP

Chartered Accountants

and Statutory Auditor

One St Peter's Square

Manchester

M2 3DE

The Board of Directors present their strategic report of the company for the year ended 31st December 2024.

The principal activity of the company is the supply and distribution of clothing and related apparel products to B2B customers. The company distributes a wide variety of products and over 100 brands consisting of leading Industry related brands, including globally recognised sports and leisure brands. The company has also actively developed its own private label brands which are sold to its customers and widely distributed through a network of other distributors in UK, EU and USA.

The company 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 company 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 company's revenue is traded via its online platform (www.ralawise.com). The company is market leader in UK and Republic of Ireland and has significant market presence in the EU.

REVIEW OF BUSINESS

2024 represented a challenging year for the company as the head winds of economic and geo-political uncertainty weighed heavily on the company's principal markets. The snap general election in the UK which led to a change of political direction was followed sharply by a budget which stifled business and consumer confidence. Overall revenue was broadly flat at £168.3m down from £168.6m. The reduction in revenue was in part a result of devaluation in the selling prices of major core volume selling products. Overall average selling prices fell by 2.9% and pieces traded grew by a similar percentage. The company's UK markets outperformed other geographical areas. In general, European business was disappointing in part due to the continuation of the barriers of trading between the UK and EU.

The company's gross profit percentage was also slightly down at 25.7%, from 25.8%. Margins on core product and brands shared with competitors came under pressure due to competitive pressures, this was offset primarily with a focus on sales of products and brands with better margins and an 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 company and the share of the company's private label and exclusive brands verses industry and trade brands further strengthened in 2024. The company'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 company's EBITDA reduced to £4.7m from £7.5m 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 company'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 company 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 company recognises slow moving and excessive inventory weighs heavily on efficiency. The company accelerated the moving on of slower selling and redundant SKU's through RalaDeal, the company's dedicated closeout platform. Overall company inventory levels increased to £72.2m from £69.3m. This increased due to buy in programs from suppliers helping to protect margins and an increase of the stock holding of own sourced brands. Our improvements in cleansing the obsolete inventory helped offset some of the stock increase and created space efficiencies and provide for range and brand expansion giving our customers greater opportunities for additional income streams.

The company continued to expand its network of multi-language salespersons, both in the field and office based. The company has developed efficient trading solutions supplying its EU and international customers from its multi located stock facilities based in the UK. Despite the challenges of Brexit, the company continues to maintain strong trading relations with its EU customers.

During 2024 a restructuring plan was implemented with our German sales structure. 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 company'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 company is now in a market leading position in this arena, giving our customers value added and new business opportunities. The company's private label products are in the process of transitioning into preferred materials giving them market leading opportunities.

The company'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 company also strengthened its data integration systems facilitating more efficient data flows with customers and suppliers.

KEY PERFORMANCE INDICATORS

The key performance indicators are:

2024

2023

Revenue

£168.3m

£168.6m

Gross profit

£43.3m

£43.6m

Gross profit %

25.7%

25.8%

EBITDA - non adjusted

£4.7m

£7.5m

Shareholder funds

£70.4m

£70.0m

Stocks

£72.2m

£69.3m

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 the company'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 company'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 UK Government after months of uncertainty was welcomed but has presented new challenges. The National Insurance rise (Q2 2025) and an above inflationary increase in the Statutory National Minimum Wage will significantly affect the company. However, the new Government's stated aim of improving trading arrangements with the EU could provide benefits. The Windsor framework agreement has now been implemented. The company has executed its new processes successfully and are pleased that we can provide an industry leading seamless next day service to both our Southern and Northern Irish customers.

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 company 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 company 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 company 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 company, with innovative workshops and improvements in communications and new candidates understanding the true values for working for a long-established well-founded family run business.

The company'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 company 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 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 company for the benefit of its members as a whole and having regard to the matters set out in s172 (1)(a-f) as below:

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

a) The interests of the company's employees;

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

c) The impact of the company's operations on the community and the environment;

d) The desirability of the company maintaining a reputation for high standards of business conduct; and

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

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

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

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

b) The interests of the company's employees

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

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

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

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

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

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

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

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

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

EMPLOYEE ENGAGEMENT

Employee engagement remains a key focus of the company 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 become 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.

The company believes in development, not only in our products and services, but also 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. 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 various departments. A diverse range of courses have been delivered through the system, including Product & brand training, Company Culture, 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 company. A full series of calendar of 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 company 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 company will continue in its efforts to reduce this gap further.

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

ENGAGEMENT WITH CUSTOMERS, SUPPLIERS AND OTHERS.

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

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

ESG AND CORPORATE SOCIAL RESPONSIBILITY

The company'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 company 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 company's directors make regular visits to all supply chain partners and stakeholders.

The company made progress in its business certifications including Global Organic Textile Standard (GOTS), which now covers the company, its distribution functions and 3PL partners. Additions for the company 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 company 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 company'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 company'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 company prides itself in its approach in training all stakeholders, employees and suppliers to have a full understanding of the company's long-term ESG and sustainability strategy.

STREAMLINED ENERGY AND CARBON REPORT

Reporting Period

This 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 Group Holdings 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

Ralawise Ltd

Tonnes Co2e

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

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:

Mr Alistair Malcolm McPherson - Director

11 September 2025

The directors present their report with the financial statements of the company 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 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.

Mrs Edna Violet Batson

Mr Jeoffrey Paul Batson

Mr Jonathan Peter Batson

Mr Alistair Malcolm McPherson

Mr Stuart Paul Banks FCA

FINANCIAL RISK MANAGEMENT

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

Foreign exchange transactional currency exposure

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

Liquidity and cashflow risk

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

Customer credit exposure

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

Cost price fluctuation risk

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

DIRECTORS INDEMNITY INSURANCE

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

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

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

ON BEHALF OF THE BOARD:

Mr Alistair Malcolm McPherson - Director

11 September 2025

Opinion

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

In our opinion, the financial statements:

-

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

-

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

-

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

-

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

-

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

-

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

-

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

Responsibilities of directors

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

Auditors' responsibilities for the audit of the financial statements

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

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

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

Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation 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 company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;

-

Inspecting correspondence, if any, with relevant licensing or regulatory authorities;

-

Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and

-

Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.

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

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

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

168,321,596

168,616,672

Cost of sales

(125,002,174

)

(125,037,941

)

GROSS PROFIT

43,319,422

43,578,731

Distribution costs

(32,452,156

)

(30,260,434

)

Administrative expenses

(7,928,817

)

(7,416,913

)

2,938,449

5,901,384

Other operating income

5

332,891

195,069

OPERATING PROFIT

7

3,271,340

6,096,453

Income from fixed asset investments

826,446

1,706,087

Interest receivable and similar income

109,424

177,001

4,207,210

7,979,541

Interest payable and similar expenses

8

(1,958,247

)

(2,035,146

)

PROFIT BEFORE TAXATION

2,248,963

5,944,395

Tax on profit

9

(360,580

)

(994,112

)

PROFIT FOR THE FINANCIAL YEAR

1,888,383

4,950,283

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,888,383

4,950,283

FIXED ASSETS

Intangible assets

11

3,409,337

1,768,034

Tangible assets

12

3,551,114

3,914,104

Investments

13

920,002

920,002

7,880,453

6,602,140

CURRENT ASSETS

Stocks

14

72,235,673

69,313,859

Debtors

15

36,923,588

38,445,150

Cash at bank and in hand

7,430,133

7,213,493

116,589,394

114,972,502

CREDITORS

Amounts falling due within one year

16

(50,491,398

)

(48,134,085

)

NET CURRENT ASSETS

66,097,996

66,838,417

TOTAL ASSETS LESS CURRENT LIABILITIES

73,978,449

73,440,557

PROVISIONS FOR LIABILITIES

21

(3,580,550

)

(3,482,671

)

NET ASSETS

70,397,899

69,957,886

CAPITAL AND RESERVES

Called up share capital

22

6,081,673

6,081,673

Other reserve

23

5,542,731

5,542,731

Capital redemption reserve

23

2

2

Retained earnings

23

58,773,493

58,333,480

SHAREHOLDERS' FUNDS

70,397,899

69,957,886

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:

Mr Stuart Paul Banks FCA - Director

Called up

Capital

share

Retained

Other

redemption

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1 January 2023

6,081,673

54,912,537

5,542,731

2

66,536,943

Changes in equity

Dividends

-

(1,529,340

)

-

-

(1,529,340

)

Total comprehensive income

-

4,950,283

-

-

4,950,283

Balance at 31 December 2023

6,081,673

58,333,480

5,542,731

2

69,957,886

Changes in equity

Dividends

-

(1,448,370

)

-

-

(1,448,370

)

Total comprehensive income

-

1,888,383

-

-

1,888,383

Balance at 31 December 2024

6,081,673

58,773,493

5,542,731

2

70,397,899

1.	GENERAL INFORMATION

Ralawise Limited ('the company') is engaged in the on-line B2B.com distribution of clothing, apparel and related products.

STATUTORY INFORMATION

The company is a private company limited by shares and is incorporated in England and Wales with company number 01362849. The address of the registered office and principal place of business is Unit 112, Tenth Avenue Zone 3, Deeside Industrial Park, Deeside, Flintshire, CH5 2UA.

2.	STATEMENT OF COMPLIANCE

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

3.	ACCOUNTING POLICIES

Summary of significant accounting policies

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

Basis of preparation

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

Going concern

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

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

Financial Reporting Standard 102 - reduced disclosure exemptions

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

•

the requirements of Section 7 Statement of Cash Flows.

This information is included in the consolidated financial statements of Ralawise Group Holdings Limited as at 31 December 2024 and these financial statements may be obtained from the Companies House website (https://www.gov.uk/get-information-about-a-company).

Revenue recognition

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

Goodwill

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

Intangible assets

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

Software development costs are being amortised evenly over their estimated useful life of five years.

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

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

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

Assets in the course of construction

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

Tangible fixed assets

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

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

Plant and machinery

- straight line over four and ten years

Fixtures and fittings

- straight line over four, seven and eight years

Motor vehicles

- straight line over four years

Office equipment

- straight line over three and four years

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

Government grants

Government grants are recognised on an accruals basis.

Stocks

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

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

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

(i) Functional and presentation currency

The financial statements are prepared in sterling which is also the functional currency of the company.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the date of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non monetary items measured at historical cost are translated using the exchange rate at the date of the transaction.

(iii) Forward currency contracts

See accounting policies for financial instruments.

Leases

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

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

Employee benefits

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

(i) Short term benefits

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

(ii) Defined contribution pension plans

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

(iii) Annual bonus plan

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