REGISTERED NUMBER: 13652665 (England and Wales)

Group Strategic Report,

Report of the Directors and

Audited

Consolidated Financial Statements

for the Year Ended 31 December 2025

for

Ralawise Group Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

12

Report of the Independent Auditors

14

Consolidated Statement of Comprehensive Income

17

Consolidated Statement of Financial Position

18

Company Statement of Financial Position

19

Consolidated Statement of Changes in Equity

20

Company Statement of Changes in Equity

21

Consolidated Statement of Cash Flows

22

Notes to the Consolidated Statement of Cash Flows

23

Notes to the Consolidated Financial Statements

25

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 2025.

Ralawise Group Holdings Limited is the holding company for a group of family-owned and controlled businesses (the "Group"). The principal activity of the Group is the supply and distribution of clothing and related products to B2B customers.

The Group distributes a comprehensive collection of apparel, clothing and related products, consisting of over 100 brands, many of which are leading industry brands and globally recognised sports and leisure brands. The Group has actively developed its own private label brands, which are widely distributed through a network of other distributors in the 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)

Reprime Brands LLC (a company registered in the USA)

Markets Served

The Group's main activities are the supply of clothing and related apparel products to B2B wholesale, retail and e-commerce businesses. In the main, products are supplied in a blank format and are then subject to further value-added branding processes, including print, embroidery, embossing, relabelling and repackaging, before onward sale to end customers and consumers.

The Group's wide and varied customer base in the UK, EU and USA covers a broad and extensive range of market sectors, including:

Teamwear

Sports and activewear

Hospitality

Workwear and safety wear

Mass event merchandising

Fashion and high street retail

Education and schoolwear

Health and beauty

Over 98% of the Group's revenue is traded via its online platforms (www.ralawise.com, www.ralateam.com) and other digital interfaces. The Group is the market leader in the UK and Republic of Ireland and has a significant market presence in the EU, both directly from the UK and via its EU distribution platforms in Ralateam BV and Premier Clothing Limited.

The Group also actively trades its private label brands, including Premier Clothing, Reprime, Onna, TriDri, Asquith & Fox, Nutshell and Wombat, in the USA and Europe through locally based market-leading distributors.

REVIEW OF BUSINESS

2025 was a much more promising year for the Group, despite the headwinds of economic, domestic and geopolitical uncertainty. It was the first full year of trading under a new Labour Government, which again proved challenging as further tax rises on companies and employment held back confidence in some of the Group's trading sectors.

The UK economy grew by 1.3%, which was welcome, although the overall tax burden on consumers and businesses grew to historically high levels. In 2025, Group revenue grew by 1.4% to £193m, outperforming UK economic growth. Average selling prices were stable and the overall number of pieces sold grew by 1%. Other sales related metrics and KPIs remained stable compared with the prior year.

The Group's UK market outperformed other geographical areas apart from the USA, where there was another positive year. In general, the Group's EU business was negative, but this was offset by margin gains and product mix improvements. EU markets generally suffered weakened demand, driven by sluggish macroeconomic growth in major EU countries and across the European Union.

Premier Clothing Limited, the Group's private label hospitality and corporate wear specialist, achieved modest sales growth year on year, in part affected by uncertainty in the UK hospitality sector. Good progress was made in other market sectors as the Group broadened its product offering and appeal to new market segments.

At the time of writing this report, trading remains positive and in line with forecasts for the year ahead.

Margins and Profitability

Although overall Group revenue growth was modest, Group gross profit margin increased by 130 basis points to 28.4%, up from 27.1%. Product margins were generally stable and the improvement in margin percentage was due to improved product mix and category assortments. It is envisaged that overall margins will improve further into 2026 and 2027 as further improvements are made in product mix and brand assortments.

Product mix is core to the long-term strategy of the Group, and the share of the Group's private label mix versus industry and trade brands strengthened further in 2025, with increased revenue, margins and customer engagement.

The Group's non-adjusted EBITDA grew to £13.3m from £7.5m in the prior year, representing a 77% increase through a combination of cost cutting and margin improvements. This trend is ongoing in 2026 and should lead to further positive outcomes for EBITDA. A change in the accounting treatment of leases in 2025 improved EBITDA by £2.0m compared to 2024.

There remain headwinds ahead, and performance could have improved further were it not for the continued increase in taxes and costs being levied on businesses.

Currency, Interest Rates and Inventory

Currency broadly stayed in line with Group forecasts, and interest rates followed a downward trajectory. Interest rates were expected to fall further; however, the conflict in the Middle East between Iran and the USA, and its impact on global oil and supply chains, has affected the ability of base interest rates in the UK to fall below 3.75%, as inflationary pressures are expected to increase.

2025 saw further improvement in product mix, SKU efficiency and inventory balancing, as the Group recognises that slow-moving and poor-selling lines weigh heavily on efficiency. Overall Group inventory levels increased significantly to £110.3m, up from £97.9m in 2024, reflecting the Group's desire to offer unrivalled inventory on core sellers and to invest in the Group's private label and exclusive brand relationships. The Group made further progress in its plan to reduce slower-selling and redundant SKUs through RalaDeal, the Group's dedicated closeout platform.

Overseas Activities

Another year of progress was made by all the Group's overseas activities. Improved customer numbers and better product mix helped margins grow significantly, and the Group's EU digital distribution platform, Ralateam, made a positive contribution to the year. The Ralateam business is now established and performing well in all sectors, and further expansion of products and brands is planned. The Group's USA business performed very positively, with growth in all the private label brands traded and these brands are now being sold into Canada.

Growth in the Group's overseas markets continues to improve following the upheaval of Brexit and the pandemic. The Group plans further investment in these markets to capitalise on its strategic partnerships and opportunities.

Sustainability and Product Strategy

The Group's strategy to pursue sustainable, organic and recycled products further improved product mix, and the Group is now in a market-leading position, giving customers value-added and new business opportunities. The Group believes that its strategy to have best-in-class product portfolios made from preferred materials further enhances customer attraction. The Group's private label products are in the process of transitioning into preferred materials, giving them market-leading opportunities.

The Group sees significant prospects in furthering its strategy towards sustainability in the products that it offers and in the commercial upside for its customers.

Technology and Infrastructure

The Group's main web platform, www.ralawise.com continued to perform well, and further updates and investments were made to improve speed and resilience.

The planned ERP upgrade has continued, with successful implementations into Premier Clothing Limited and Ralateam without any material impact. Further implementations are planned in 2026 into other business units of the Group. The new ERP should provide improved efficiencies, improved methods of operation and future-proof technical capabilities. Ongoing investments were made into infrastructure with additional warehousing capacity added.

The Group also formed an AI projects team remitted to assist colleagues in coordinating and deploying best practice with AI platforms and technologies. The Group's objective is to deliver tools that assist employees in doing their roles effectively and efficiently. This strategy has been positively welcomed by employees, and a lot of projects and benefits have already been identified and implemented

Funding

The 3 year Asset Backed Lending facility (ABL) with HSBC worked well during the year and allowed the Group to have the necessary headroom to take advantage of market opportunities as and when they were presented .The ABL facility is up for renewal on 31 October 2026 and following initial discussions with the group's bankers it is expected to be renewed and further enhanced, allowing the group to continue its growth agenda.

KEY PERFORMANCE INDICATORS

The key performance indicators are:

2025

2024

Revenue

£192.9m

£190.3m

Gross Profit

£54.8m

£51.6m

Gross profit %

28.4%

27.1%

EBITDA (non adjusted )

£13.3m

£7.5m

Shareholder funds

£99.3m

£94.1m

Inventory

£110.3m

£97.9m

PRINCIPAL RISKS AND UNCERTAINTIES

1. Rising costs

2. Geopolitical instability

3. Government policy and domestic political instability

4. Currency and interest rates

5. Supply chain

6. Labour availability

7. Cyber security

Overall, the Group's shareholders, Board and senior management review all risks on a case-by-case basis as and when they present themselves. Regular and ongoing management and maintenance of these risks are undertaken and mitigation strategies implemented as required. Further details are provided below

Rising Costs

Rising costs continue to present challenges, despite better cost controls and mitigation. The state-imposed cost burden continues, even though the current Government has promised to help all businesses. Taxes that directly affect the cost of employing people are not conducive to running a successful economy. The everyday burden of red tape, legislative challenges, bureaucracy and government intervention does not help to reduce costs. All businesses therefore have to pass these costs on.

The Group works closely with all stakeholders to help reduce these costs, and more efficient and cost-effective ways of working are continually being developed.

Geopolitical Instability

2025 was another difficult year of geopolitical uncertainty around the world, with no sign of the major conflicts in the Middle East and Ukraine ending. At the time of writing, additional conflict arose in the Middle East between the USA and Iran. This led to the closure of strategic shipping routes, placing significant cost increases into world energy markets and causing logistical disruption. All major G7 and G20 countries have been affected by rapid oil and gas price increases. This has led to the threat of rising inflationary pressure and supply chain disruption. The true effects on the world economy will continue to be felt into 2027 and 2028, and growth rates have been reduced.

Overall, USA tariff issues calmed and the Group worked closely with all partners to help mitigate this. However, the implementation of tariffs without warning still poses risks.

Government Policy and Domestic Political Instability

2025 was a full year of the new Government's policies and political agenda. In part, some improvements were made, but overall there was no clear industrial policy or strategy for good foundational growth for the UK economy. At the time of writing this report, there was further instability with the announcement that the current Prime Minister is to be replaced.

This will be the seventh Prime Minister in ten years, and this instability is not positive as it leads to a lack of confidence and hampers investment.

Currency and Interest Rates

The Group has exposure to currency and interest rates. During 2025, interest rates fell to 3.75%, which was slightly higher than anticipated. Interest rates are expected to fall more slowly than previously expected over the short to medium term, in part due to the recent conflict between Iran and the USA.

In the main, currency fluctuations were stable and sterling traded within anticipated ranges against all major currencies. The usual risk management approach to currency hedging worked well and was materially in line with the Group's expectations. Interest costs are expected to reduce as interest rates fall, but the borrowing cost burden remains high. Overall, Group gearing and working capital requirements remain well within capability and allow for further investment opportunities.

Supply Chain

The supply chain was generally stable, despite some geopolitical issues arising that has impacted delivery times. The Group manages this on a constant basis and has increased its inventory position across key product areas, and maintained close working relationships with the supply chain, to mitigate these issues.

Labour Availability

2025 was another challenging year for employment; however, progress was made in employee retention later in the year to improve staff turnover. Overall, the employment market cooled, although there remain serious structural concerns over the skills shortage in the UK economy. An improved student training programme has been expanded across all aspects of the business. Employee numbers across the Group reduced in line with the closure of the Group's German business unit. Overall employee numbers were 587.

Cyber Security

The Group recognizes that a material interruption could affect the ability to trade and serve customers. The Group mitigates this risk through business-continuity and disaster-recovery planning, cyber and access controls, inventory and facility resilience with multi locations, supplier diversification, in depth and ongoing employee cyber training, tested incident-response plans and Board oversight of these measures and activities.

SECTION 172(1) STATEMENT

The overall strategy of the Group is to provide its shareholders, employees, customers and other valued stakeholders with a long-term, reliable platform to the benefit of all

The Board of Directors of Ralawise Group Holdings Limited, both individually and collectively, for the year ended 31 December 2025, considers in good faith that it has acted in the way most likely to promote the success of the Group for the benefit of its members as a whole, having regard to the matters set out in section 172(1)(a) to (f), as below.

A. The likely consequences of decisions made in the long term.

B. The interests of the Group's employees.

C. The need to foster the Group's business relationships with customers, suppliers and other stakeholders.

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 and business conduct.

F. The need to act fairly between members of the Company and the Group.

The Directors make their decisions by taking their legal duties into account, together with the priorities and requirements of stakeholders.

A) The Likely Consequences of Decisions Made in the Long Term

The Directors have regard and responsibility for the likely consequences of their decisions on the long-term objectives and sustainability of the Group, its stakeholders and community, while also preserving its values and culture. The Ralawise Group is a business built on the foundations of high standards, ethics and reputation, and the Directors would not take a decision that would have a detrimental impact.

B) The Interests of the Group's Employees

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

C) The Need to Foster the Group's Business Relationships with Customers, Suppliers and Other Stakeholders

We undertake our business with like-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 mutual success. Further details of our engagement with suppliers, customers and other stakeholders are given below.

D) The Impact of the Group's Operations on the Community and the Environment

The Group is proud to be part of local and wider communities, including overseas communities. It is our aim to create a broad spectrum of 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 of the Group's facilities and employees are based in North Wales and the North West of England. The Group regularly supports local initiatives to improve the region and the lives of the people who live and work there.

E) The Desirability of the Group Maintaining a Reputation for High Standards and Business Conduct

All our employees receive a new starter pack that details the Group's history, beginnings, standards, equal opportunities and training programme. All employees have access to our operating procedures, codes of conduct, codes of business ethics and CSR policies, and they all understand the requirement to comply with the Group's highest standards.

The Group also has a Child Labour and Remediation Policy, which operates throughout the business and our supply chain, demonstrating our commitment and responsibility to protect children and young workers. Any issues of non-compliance with any of our policies can be highlighted confidentially through 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 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 and its activities.

EMPLOYEE ENGAGEMENT

The Group recognises that the knowledge, skills and capabilities of our people are among our most valuable assets. Throughout 2025, continued investment in our workforce supported long-term business success, with HR strategies aligned to the Group's strategic objectives. By attracting, developing and retaining talented people, the Group continues to strengthen organisational capability and deliver excellent customer service.

The way we manage, motivate and develop our workforce remains fundamental to the Group's success. Across all our activities, we continue to uphold our core principles: Work Matters. People Matter. Professionalism Matters.

During the year, the Group continued to invest in attracting, developing and retaining talented people while strengthening employee engagement, wellbeing and organisational capability. These initiatives support the delivery of the Group's long-term strategic objectives and reinforce our commitment to creating a positive, inclusive and high-performing workplace.

People Priorities

Employee engagement remained a key focus throughout 2025, with activity centred on the following priorities:

Recruitment

Communication and collaboration

Learning and development

Equality, diversity and inclusion

Employee relations

Employee engagement

Health, safety and wellbeing

Reward and recognition

Competition for talent remained strong throughout the year, alongside continued labour cost pressures following increases in the National Minimum Wage. Consequently, attracting and retaining talented people remained a key strategic priority for the Group.

Learning and Development

The Ralawise Degree Programme, delivered in partnership with Wrexham University, continued to develop successfully throughout the year by:

Supporting existing students as they progressed through their studies.

Maintaining the "Earn While You Learn" model.

Strengthening internal mentoring between student cohorts.

The Kallidus Learning Management System (LMS) continued to strengthen compliance and employee development across the Group. Mandatory training covering GDPR, manual handling, cybersecurity, GOTS awareness, anti-bullying and harassment, preventing sexual harassment and modern slavery supported legal compliance to reinforce the importance of a safe and ethical working environment.

The LMS was further enhanced through specialist face-to-face cybersecurity training delivered by an external expert for office-based employees, providing practical knowledge beyond core e-learning.

The platform continued to evolve beyond compliance training through the introduction of marketing and e-commerce learning, including SEO and product marketing, alongside strong uptake of optional learning across customer service and internal sales.

The LMS continues to play a key role in strengthening compliance, supporting professional development and embedding a culture of continuous learning across the organisation.

Employee Engagement and Recognition

Employee engagement continued to support collaboration, wellbeing and organisational culture through initiatives including:

Seasonal engagement campaigns

Charity fundraising activities

Company-wide social and recognition events

Long-service recognition remains an important part of the Group's culture, celebrating colleague loyalty and contribution.

43 employees achieved over 10 years' service awards during 2025.

7 employees achieved 5 years' service, reflecting lower recruitment levels during 2020 because of the Covid-19 pandemic.

Recognition initiatives also continued to celebrate key life events, including new parents and retirements.

Health and Wellbeing

Health and wellbeing remained a core priority throughout the year, supported by a structured programme including:

Mental health awareness campaigns

Occupational health support

Employee Assistance Programme (EAP)

Employee benefits, including GP access and flu vaccination vouchers

The Group engages in a range of strategies to help improve absence levels. The primary causes of absence remained:

Mental health

Musculoskeletal conditions

The Group continued to support employees through proactive wellbeing initiatives and access to specialist external support services.

Charity and Community Engagement

Community engagement remained an important part of the Group's culture with Alder Hey Children's Charity selected as the Group's Charity of the Year.

A total of £5,000 was raised through activities including:

Staff sale

Tennis tournament sweepstake

Cake sales

Sunrise walk up Snowdon

Ralafest

Christmas gift collection

Equality, Diversity and Inclusion

Gender Pay Gap reporting published in April 2026, based on April 2025 data, demonstrated continued progress. The Group's Gender Pay Gap reduced from 2.2% in 2024 to 1.2% in 2025.

While significant progress has been made, the Group remains committed to sustaining this improvement through inclusive recruitment, career development and equal opportunities across all areas of the business.

Key Employment Focus Areas for 2026

To continue building a high-performing and engaged workforce, priorities for 2026 include:

Personal growth and development - continued investment in development programmes and structured career pathways.

Health and wellbeing - strengthening wellbeing support and early intervention.

Employee engagement - building an inclusive culture where every voice is valued.

Recruitment initiatives - further strengthening talent pipelines and early careers programmes.

Communication and inclusion - enhancing transparency, engagement and feedback.

Recognition and appreciation - continuing to celebrate contribution and milestones.

Benefits and reward - maintaining competitive and valued employee offerings.

ENGAGEMENT WITH CUSTOMERS, SUPPLIERS AND OTHERS.

The Group would like to take the opportunity to thank its customers for another successful year of collaboration, partnership and strategic alliances. Customer engagement and retention rates remained robust, and record numbers of new customers joined the business. The Group prides itself on the special relationships that it forges with its customers, and the Group recorded a record year in respect of customer satisfaction.

The Group placed special attention on using technological enhancements to maintain web platform performance and the overall customer shopping journey. The Group sees responsible technology as key in building relationships and to make the Group the go-to place for apparel products globally.

The Group's supply chain partners had another successful year, with improvements made in all areas. The relationship the Group has with its suppliers is paramount to the Group's success, and working closely to forge ever greater true partnerships is a cornerstone of the Group's success in providing world-class products and service to its customers.

These special relationships have been forged over many years of trust, openness and fair and proper business practice. The Group has a collaborative relationship with these valued stakeholders, and a close working understanding of each other's challenges is crucial to a strong, forward-thinking relationship.

The Group recognises its competitors and respects their place in the market. The market in which the Group operates is substantial, so there is significant headroom for growth and opportunity. It is vital that the Group remains competitive in all aspects of its service to customers. The Group's constant, innovative approach to market-leading products and brands is key to staying ahead.

ESG AND CORPORATE SOCIAL RESPONSIBILITY

The Group's CSR team continued to support the integration of sustainability across the business throughout 2025, working collaboratively with internal and external stakeholders to strengthen responsible business practices, support regulatory compliance and deliver long-term value.

Activity during the year focused on the following strategic priorities:

Responsible sourcing

Supply chain due diligence

Corporate responsibility

Transparency and traceability

Governance

Environment

Social responsibility

Product and sustainability legislation

During 2025, the Group continued to strengthen its sustainability programme through investment in responsible sourcing, governance and supply chain transparency, supporting both evolving customer expectations and emerging regulatory requirements.

Sustainability awareness continued to be embedded across the Group through increased training, stakeholder engagement and cross-functional collaboration. Building sustainability knowledge and engagement remains fundamental to supporting responsible decision-making and the successful delivery of the Group's sustainability progress.

The Group continued to benchmark its sustainability performance through EcoVadis, achieving improved assessment scores in both Environment and Sustainable Procurement. EcoVadis remains an important independent benchmark, enabling the Group to measure progress and identify opportunities for continual improvement.

Responsible sourcing was further strengthened through the addition of Better Cotton Chain of Custody certification, complementing existing Textile Exchange, GOTS and OEKO-TEX® STANDARD 100 certifications. Together, these international standards support responsible sourcing, supply chain traceability and transparency across the Group's private label sourcing programme. New product developments now incorporate preferred materials as a matter of course, where commercially and technically appropriate.

The Group invested in enhanced digital supply chain transparency and product data capabilities to strengthen responsible sourcing, supplier due diligence and product traceability, while supporting compliance with emerging legislation. These developments enhance governance, improve transparency and deliver greater value for customers. This project will continue to progress throughout 2026.

Due diligence also continued to be strengthened through the Group's Supplier Code of Conduct, supporting responsible ethical sourcing, sustainable procurement and continuous improvement across supply chains.

The Group continues to review its operations to identify opportunities to reduce environmental impact and improve resource efficiency. Electricity across UK operations continues to be sourced from 100% renewable energy. The Group also continues to benefit from the packaging redesign introduced in previous years, which reduced overall packaging usage while maintaining operational effectiveness. The Group also remained committed to zero waste to landfill across UK operations and supports textile-to-textile recycling and second-life reuse through a dedicated textile recycling partner.

As ESG expectations continue to evolve, the Group remains committed to continuous improvement, investing in responsible sourcing, product transparency, regulatory readiness and governance to support long-term sustainable growth and create lasting value for its customers, suppliers and wider stakeholders.

STREAMLINED ENERGY AND CARBON REPORT

Company information and reporting period

This report has been based upon the period January 2025 to end December 2025.

Reasons for change in emissions from previous year and energy efficiency activities

Total emissions decreased by 8.5% compared to 2024. This reduction is primarily attributable to a decrease in the UK Government greenhouse gas conversion factors for electricity. In the 2025 update, the UK electricity CO2e factor reduced by approximately 15% year-on-year. According to the UK Government GHG Conversion Factors, this reflects reduced natural gas use in power generation, increased renewable energy capacity, and higher levels of lower-carbon electricity imports.

As a result, Scope 2 emissions decreased by 12%, primarily due to these external factors rather than a significant reduction in underlying electricity consumption.

In contrast, Scope 1 emissions increased due to higher natural gas consumption, increased fuel use in company-owned vehicles, and additional generator fuel usage during the year. Scope 3 emissions relating to transport activities also increased, driven by higher business travel mileage compared to the prior year.

Overall, the reduction in total emissions is largely attributable to external factors associated with grid decarbonisation, while underlying operational activity increased in certain areas during the year. The Group continues to monitor energy usage and transport activity to identify opportunities for efficiency improvements and emissions reduction.

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 and 3 (Mobile Indirect Combustion) emissions to include our main energy sources as listed below.

2025

2024

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.

42

39

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

311

355

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

53

51

Total Scope 1 & 2 emission tCo2e

354

394

Total Scope 1, 2 & 3 Emissions tCo2e

407

445

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

2.1

2.3

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

2.4

2.6

ON BEHALF OF THE BOARD:

J P Batson - Director

5 August 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

DIVIDENDS

The total amount of dividends paid in the year was £1,816,210 (2024: £1,448,370).

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 2025 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 appropriate facilities to allow it to meet its financial obligations.

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

5 August 2026

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 2025 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 Csh 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 2025 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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the 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 the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 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 13, 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 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

6 August 2026

TURNOVER

4

192,936,515

190,300,392

Cost of sales

(138,116,923

)

(138,685,899

)

GROSS PROFIT

54,819,592

51,614,493

Distribution costs

(39,076,128

)

(36,143,338

)

Administrative expenses

(7,282,678

)

(10,170,250

)

8,460,786

5,300,905

Other operating income

5

192,524

194,214

OPERATING PROFIT

8

8,653,310

5,495,119

Interest receivable and similar income

48,908

104,404

8,702,218

5,599,523

Interest payable and similar expenses

9

(2,835,452

)

(2,062,101

)

PROFIT BEFORE TAXATION

5,866,766

3,537,422

Tax on profit

10

(1,495,561

)

(945,989

)

PROFIT FOR THE FINANCIAL YEAR

4,371,205

2,591,433

OTHER COMPREHENSIVE INCOME

Foreign exchange profit / (loss) arising

on translation of overseas subsidiary

undertakings

57,266

(46,583

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

57,266

(46,583

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

4,428,471

2,544,850

Profit attributable to:

Owners of the parent

4,371,205

2,591,433

Total comprehensive income attributable to:

Owners of the parent

4,428,471

2,544,850

FIXED ASSETS

Intangible assets

13

9,273,260

6,810,499

Tangible assets

14

12,617,415

3,581,202

Investments

15

-

-

21,890,675

10,391,701

CURRENT ASSETS

Stocks

16

110,341,562

97,866,369

Debtors

17

37,284,451

32,456,835

Cash at bank and in hand

4,493,057

9,581,103

152,119,070

139,904,307

CREDITORS

Amounts falling due within one year

18

(63,512,410

)

(52,518,185

)

NET CURRENT ASSETS

88,606,660

87,386,122

TOTAL ASSETS LESS CURRENT LIABILITIES

110,497,335

97,777,823

CREDITORS

Amounts falling due after more than one year

19

(5,761,502

)

-

PROVISIONS FOR LIABILITIES

24

(5,407,399

)

(3,643,506

)

NET ASSETS

99,328,434

94,134,317

CAPITAL AND RESERVES

Called up share capital

25

6,082,123

6,082,123

Share Premium

26

44,550

44,550

Other reserves

26

5,542,733

5,542,733

Retained earnings

26

87,659,028

82,464,911

99,328,434

94,134,317

The financial statements were approved by the Board of Directors and authorised for issue on 5 August 2026 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

572,765

416,023

Cash at bank

140,892

207,993

713,657

624,016

CREDITORS

Amounts falling due within one year

18

(161,872

)

(153,362

)

NET CURRENT ASSETS

551,785

470,654

TOTAL ASSETS LESS CURRENT LIABILITIES

25,553,266

25,472,135

CAPITAL AND RESERVES

Called up share capital

25

6,082,123

6,082,123

Share Premium

26

44,550

44,550

Retained earnings

26

19,426,593

19,345,462

25,553,266

25,472,135

Company's profit for the financial year

1,897,341

1,542,106

The financial statements were approved by the Board of Directors and authorised for issue on 5 August 2026 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 2024

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

Changes in equity

FRS102 leasing adjustment

-

2,581,856

-

-

2,581,856

Dividends

-

(1,816,210

)

-

-

(1,816,210

)

Total comprehensive income

-

4,428,471

-

-

4,428,471

Balance at 31 December 2025

6,082,123

87,659,028

44,550

5,542,733

99,328,434