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Ralph Finco Limited
Registered number: 13221555
Annual report and consolidated
financial statements
For the year ended 31 December 2025
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RALPH FINCO LIMITED
COMPANY INFORMATION
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D J Johnson (appointed 2 January 2025)
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C/O Aquaspersions Limited
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Chartered Accountants & Statutory Auditor
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RALPH FINCO LIMITED
CONTENTS
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Financial Statements
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RALPH FINCO LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present the Strategic Report for the year ended 31 December 2025.
The principal activity of the Group is the manufacture and supply of emulsions and dispersions.
Demand across Aquaspersions’ major markets continued to be adversely affected by a number of macroeconomic factors as well as generally lower levels of activity in the European chemical industry in general. Management has responded by revitalising new product development, reinforcing sales activities, reducing costs and optimising pricing.
As a result, the group exited 2025 with a stronger sales pipeline than the previous year and with a strong and deep innovation pipeline and is exploring additional routes to market such as tolling contracts and enhanced distributor relationships. Notably in the new business in the USA, significant, stable supply relationships were established with a number of important accounts that offer exciting growth for existing and new products going forward.
For 2026, while the outlook for the chemical industry continues to be challenging, raw material prices fell from Q4 2025 into Q1 2026 and the group’s strong balance sheet enabled opportunistic procurement initiatives to further support strong margins. The impact of the recent conflict in the Middle East is difficult to predict, but is expected to drive a significant increase in raw material, energy and freight costs.
Aquaspersions will manage this situation by passing on these costs to customers in line with much of the industry and by further accelerating new product introductions that offer enhanced performance and the potential for improved or stable margins. Further, the growing US business is expected to produce narrowing losses in 2026 as it approaches break-even volumes and the Malaysian business continues to benefit from higher levels of manufacturing activity in SE Asia.
Principal risks and uncertainties
The business risks facing the Group are subject to ongoing reviews by management and actions agreed to assess and mitigate, as appropriate, the risks identified.
Currency risk
The Group makes purchases in currencies different to its functional currency. This creates the risk of exchange rate gains and losses upon the settlement of liabilities. The directors manage this risk by taking out forward currency contracts based upon the currency requirements projected.
Raw material price fluctuation
The Group is exposed to the global price fluctuations of the goods it purchases. To reduce the risk of losses due to price fluctuations, the directors minimise speculative buying and assess forward purchases of raw materials against expected market movements and historic trends.
Liquidity risk
The Group maintains a very strong working relationship with bankers HSBC and operates well within our loan facility.
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RALPH FINCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Credit risk
The Group is exposed to credit risk with its customers. The Group therefore maintains credit insurance where available on customer credit accounts and regularly monitors credit terms with its customers.
Price risk
The Group is exposed to commodity price risk as a result of its operations. However given the size of the Group’s operations the costs of managing exposure to commodity price risk exceed any potential benefit. The directors will revisit the appropriateness of this policy should the Group’s operations change in size or nature. The Group has no exposure to equities securities price risk as it holds no listed or other equity investments.
Research and development
Using both internal expertise and external consultants the Group continually invests in research and development into new products and processes. The Group will continue to invest in research and development that has a suitable return.
UK Streamlined Energy and Carbon Reporting (“SECR”)
In accordance with SECR requirements, the following table provides a summary of GHG emissions and energy data for the Group for the year ended 31 December 2025.
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Total energy consumption (MWh)
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GHG Emissions (Scope 1 and 2) (tonnes CO2e)
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Emissions per employee, based on average employees
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The reporting boundary for SECR purposes aligns with the Group’s consolidated financial statements. Accordingly, all subsidiaries over which the Group has operational or financial control are included, irrespective of geographic location. This includes both UK and overseas subsidiaries. Energy use and emissions from these entities have been aggregated and reported on a consolidated basis.
Carbon emissions are calculated in line with GHG Protocol standards, using local market actual or estimated data sources from invoices, direct data measurement and estimations. Scope 2 emissions are reported using the location-based methodology.
The UK Government produces conversion factors for greenhouse gas reporting. These conversion factors have been used to convert energy consumption into equivalent carbon emissions.
The Group understands the importance of acting now to safeguard the environment, not only locally, but globally.
The Group aspires to effectively utilise sound and sustainable methods throughout the life cycle of our products by facilitating continual improvement in all aspects of the business. The key goal is to improve energy efficiency and reduce carbon footprint.
Our 2026 Environmental Policy and Objectives are focused on reducing energy use, understanding our Scope 3 emissions in line with SBTI based targets to achieve our aim of Carbon Net Zero by 2050.
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RALPH FINCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Financial key performance indicators
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The key financial performance indicators are those that communicate the financial performance and strength of the Group as a whole and are summarised below:
During 2022 Ralph Finco incorporated Aquaspersions North America Limited to facilitate expansion into the North American market. Greenfield investment for this subsidiary was largely completed in 2023. 2025 saw an uplift in sales volumes and we continue to work on a strong sales pipeline.
Ralph Finco's profitability remained resilient in 2025, even amidst a difficult trading environment. It's important to note that the reported profit or loss for the year was impacted by £2,817,544 due to the amortisation of goodwill and £675,145 due to the impairment of development expenditure.
Other key performance indicators
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Customer satisfaction
The director’s aim for continuous improvement to the service provided to customers. The Group achieves exceptional levels of order accuracy, timeliness of deliveries and reaction time to customer demands.
Supplier satisfaction
The Group values the suppliers it works with and aims to create long lasting mutually beneficial relationships.
Payments of creditors
It is the Group's policy to ensure that suppliers are aware of the Group's terms of payment and that those terms are agreed at the commencement of business with each supplier. Payments are made in accordance with the payment terms and conditions agreed.
Future developments
The Group looks to build its market share through close focus on, and delivery of, customer requirements. The prospects for the year to 31 December 2026 are encouraging with the Directors looking to increase both turnover and profitability.
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RALPH FINCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Directors' statement of compliance with duty to promote the success of the Group
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The board of directors consider that both individually and together for the year ended 31 December 2025 they have acted in the way they consider, in good faith, would be the 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;
b) The interests of the Company’s employees;
c) The need to foster the Company’s business relationships with suppliers, customers and others;
d) The impact of the Company’s operations on the community and the environment;
e) The desirability of the Company maintaining a reputation for high standards of business conduct; and
f) The need to act fairly between members of the Company.
The directors make decisions by taking their legal duty into account and also the priorities and requirements of the stakeholders. The following paragraphs summarise how the directors fulfil their duty to promote the success of the Company.
Long term decision making
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 whilst also preserving its values and culture. With this in mind, should a dividend be proposed it is important to confirm the availability of distributable reserves whilst also considering cash requirements for future investment and without prejudicing the position of other creditors.
We are a business built on our standards and reputation and would not take a decision which would have a detrimental impact on this whether in the short term or the long term. We are dedicated to ensuring we maintain our culture whilst achieving our purpose.
Our people and values
Aquaspersions is committed to fostering a diverse and inclusive workplace environment where every individual is valued and empowered to reach their full potential. Our strategy focuses on attracting, developing and retaining the best talent by providing opportunities for development and promoting employee well-being to enable the company to drive sustainable growth and innovation across the organisation.
Aquaspersions provides access to employee benefits including an Employee Assistance Programme, Occupational Health support, and training & learning opportunities all aimed at fostering a positive and productive work environment.
Communication and engagement is a vital component to our people strategy which includes regular site team briefings to communicate progress and successes across the Group.
We gain regular feedback from our employees on how to improve levels of engagement through the annual employee survey; we regularly achieve 100% response rate and high satisfaction scores.
Development of our people is managed through ensuring completion of annual appraisal, with clear objectives and development plans. Opportunities for leadership development and training in both technical and behavioural skills, using a variety of training methods are in place.
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RALPH FINCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Business relationships
We carry out our business with similar minded people and build on this to forge strong and lasting partnerships which are important for our long term success. We focus on ensuring our supply chain operates ethically and meets our standards.
We pride ourselves on our collaborative approach to working with both long standing and new suppliers and customers.
Community and environment
We are proud to be part of the local and wider communities. It is our aim to create opportunities to recruit and develop local people and to understand the local issues that are important to the community and what we can do to support it.
Our aim is to be Carbon Net Zero by 2050.
Shareholders
The Company aims to act with integrity and courtesy in all its business relationships and will consider all members and stakeholders when making decisions.
Engagement with suppliers, customers and others
Details of our engagement with suppliers, customers and other are included within our Section 172 reporting above.
This report was approved by the board on 28 August 2026 and signed on its behalf.
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RALPH FINCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
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The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 for the Group's and Company financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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.
The loss for the year, after taxation, amounted to £4,489,562 (2024 - £3,253,508).
No dividend was paid or proposed during the year (2024 - Nil).
The directors who served during the year were:
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D J Johnson (appointed 2 January 2025)
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RALPH FINCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Group is currently in a net liability position, as a result of long-term bank and related party loans. The Group expects to meet its banking covenants for at least a period of 12 months from the date of approval of these financial statements, and continues to maintain a strong relationship with its bankers, HSBC. As at the year end the Group has a net current liability position of £651,428 (2024: £2,527,710).
The Group has the financial support of its fellow group companies and shareholders. Excluding related party debt the Group would be in a net asset position of £14.9m (2024: £19.0m) and have net current assets of £12.5m (2024: £10.8m). In addition, the Group has significant cash resources of £7.1m (2024: £5.8m) at its disposal.
Therefore at the time of approving the financial statements, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Matters covered in the Group Strategic Report
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Certain information is not shown in the Directors' Report because it is shown in the Strategic Report instead under s414C(11). The Strategic Report includes a business review and market overview, information about the Group's principal risks and uncertainties, future developments and information about the Group's financial key performance indicators.
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the directors are aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and
∙the directors have taken all the steps that ought to have been taken as a directors in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Post balance sheet events
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Executed on 27 February 2026, HSBC UK Bank plc and the Group entered into an agreement amending and restating the Senior Facilities Agreement originally dated 2 March 2021. The principal effect of the amendment was to extend the termination date of the majority of the Group's term loan and revolving facility commitments from 2 March 2026 to 2 March 2029. This event does not affect the amounts recognised or disclosed in these financial statements as at 31 December 2025 and no adjustment has therefore been made.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 28 August 2026 and signed on its behalf.
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RALPH FINCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RALPH FINCO LIMITED
Opinion
We have audited the financial statements of Ralph Finco Limited (the ‘Parent Company’) and its subsidiaries (the 'Group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Positions, the Consolidated and Company Statements of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Group's and of the Parent Company’s affairs as at 31 December 2025 and of the Group's loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and 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 Parent Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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RALPH FINCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RALPH FINCO LIMITED
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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept 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.
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RALPH FINCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RALPH FINCO LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 6, 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 is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group's and Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors intend either to liquidate the Group or Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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 its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation, GDPR, Environmental regulation and the Bribery Act 2010.
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, and the Companies Act 2006.
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RALPH FINCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RALPH FINCO LIMITED
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 judgments and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to the cut off assertion), impairment of fixed assets, impairment of development costs, impairment of goodwill 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 auditor’s report.
Use of the audit report
This report is made solely to the Parent 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 Parent Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company's members as a body for our audit work, for this report, or for the opinions we have formed.
Ashley Barraclough (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
5th Floor
3 Wellington Place
Leeds
LS1 4AP
28 August 2026
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RALPH FINCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interest receivable and similar income
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Interest payable and similar expenses
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Foreign exchange (losses)/gains
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Loss for the financial year
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There are no items of other comprehensive income for 2025 or 2024 other than the loss for the year. As a result, no separate Statement of Comprehensive Income has been presented.
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The notes on pages 19 to 42 form part of these financial statements.
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RALPH FINCO LIMITED
REGISTERED NUMBER: 13221555
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 August 2026.
The notes on pages 19 to 42 form part of these financial statements.
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RALPH FINCO LIMITED
REGISTERED NUMBER: 13221555
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the Company of the year ended 31 December 2025 was £1,174,836 (2024: £1,621,704).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 August 2026.
The notes on pages 19 to 42 form part of these financial statements.
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RALPH FINCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Comprehensive expense for the year
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Foreign exchange movement
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Total comprehensive expense for the year
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Comprehensive expense for the year
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Foreign exchange movement
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Total comprehensive expense for the year
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The notes on pages 19 to 42 form part of these financial statements.
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RALPH FINCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Comprehensive expense for the year
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Total comprehensive expense for the year
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Comprehensive expense for the year
|
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Total comprehensive expense for the year
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The notes on pages 19 to 42 form part of these financial statements.
|
- 16 -
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|
RALPH FINCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
Cash flows from operating activities
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|
Loss for the financial year
|
|
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Amortisation of intangible assets
|
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Depreciation of tangible assets
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Impairments of fixed assets
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Profit on disposal of tangible assets
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Decrease/(increase) in stocks
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(Decrease)/increase in creditors
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Increase/(decrease) in amounts owed to groups
|
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
|
|
|
Purchase of tangible fixed assets
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|
Sale of tangible fixed assets
|
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|
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Net cash from investing activities
|
|
|
- 17 -
|
|
RALPH FINCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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Cash flows from financing activities
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Interest accrued on loan notes
|
|
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|
|
Net cash used in financing activities
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|
|
Net increase in cash and cash equivalents
|
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|
Cash and cash equivalents at beginning of year
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|
Cash and cash equivalents at the end of year
|
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|
Cash and cash equivalents at the end of year comprise:
|
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|
The notes on pages 19 to 42 form part of these financial statements.
|
- 18 -
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RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Ralph Finco Limited ("the Company") is a private company, limited by shares, registered in England and Wales, registered number 13221555. The registered address is C/O Aquaspersions Limited, Beacon Hill Road, Halifax, West Yorkshire, England, HX3 6AQ.
The principal activity of the Company is that of a holding company.
The principal activity of the Group is the manufacture and supply of emulsions and dispersions.
2.Accounting policies
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Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own income statement in these financial statements.
The following principal accounting policies have been applied:
|
|
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Financial Reporting Standard 102 - reduced disclosure exemptions
|
The Parent Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Income Statement from the date on which control is obtained. They are deconsolidated from the date control ceases.
- 19 -
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|
RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Group is currently in a net liability position, as a result of long-term bank and related party loans. The Group expects to meet its banking covenants for at least a period of 12 months from the date of approval of these financial statements, and continues to maintain a strong relationship with its bankers, HSBC. As at the year end the Group has a net current liability position of £651,428 (2024: £2,527,710).
The Group has the financial support of its fellow group companies and shareholders. Excluding related party debt the Group would be in a net asset position of £14.9m (2024: £19.0m) and have net current assets of £12.5m (2024: £10.8m). In addition, the Group has significant cash resources of £7.1m (2024: £5.8m) at its disposal.
Therefore at the time of approving the financial statements, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
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Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest £.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates 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 and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Income Statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
- 20 -
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|
RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, inclusive of discounts, rebates, but excluding value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Sale of goods
Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of turnover can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 2 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
- 21 -
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|
RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
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Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
|
|
|
Operating leases: the Group as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
- 22 -
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|
RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Income Statement over its useful economic life of 10 years.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the following basis.
Depreciation is provided on the following basis:
|
|
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|
2% on cost of buildings and no depreciation on land
|
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|
7.5 % - 25% reducing balance
|
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|
15% - 25% reducing balance
|
|
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|
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|
|
15% - 25% reducing balance
|
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
- 23 -
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|
RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
|
|
|
Impairment of fixed assets and goodwill
|
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
|
|
|
Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
- 24 -
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|
RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
|
|
|
Provisions for liabilities
|
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
- 25 -
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|
RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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|
Financial instruments (continued)
|
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
- 26 -
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|
RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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|
|
Financial instruments (continued)
|
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
- 27 -
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|
RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Judgments in applying accounting policies and key sources of estimation uncertainty
|
Critical judgments in applying the Group's accounting policies
The critical judgments that the directors have made in the process of applying the Group's accounting policies that have the most significant effect on the statutory financial statements are discussed below.
(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment with tangible and intangible assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability.
Following a review of recoverable value, an impairment charge of £675,145 was recognised in the financial statements (2024: £Nil). No further indicators of impairment were identified in relation to the Group's remaining tangible or intangible assets.
(ii) Useful economic lives of tangible assets and intangible assets
The annual depreciation and amortisation charge for tangible assets and intangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.
Key sources of estimation uncertainty
(i) Determining useful economic lives of intangible fixed assets
The Group amortises goodwill over its estimated useful life of 10 years. The estimation of the useful life is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual life can vary depending on a variety of factors, including technological innovation, product life cycles and maintenance programs.
The whole of the turnover is attributable to the manufacture and supply of emulsions and dispersions.
Analysis of turnover by country of destination:
- 28 -
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|
RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
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|
|
The operating profit is stated after charging/(crediting):
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Research & development charged as an expense
|
|
|
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|
|
Other operating lease rentals
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
(Profit) on disposal of fixed assets
|
|
|
|
|
Impairment of intangible fixed assets
|
|
|
|
|
|
|
|
During the year, the Group obtained the following services from the Company's auditor:
|
|
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|
Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
|
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|
|
Fees payable to the Company's auditor in respect of:
|
|
|
|
|
Taxation compliance services
|
|
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|
- 29 -
|
|
RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
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|
|
Staff costs, including directors' remuneration, were as follows:
|
|
|
|
|
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|
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|
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|
|
Cost of defined contribution scheme
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The average monthly number of employees, including the directors, during the year was as follows:
|
|
|
The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)
|
|
|
|
|
|
|
|
Group contributions to defined contribution pension schemes
|
|
|
|
|
Directors compensation & 3rd party payments
|
|
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|
|
|
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During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.
|
|
|
The highest paid director received remuneration of £189,584 (2024 - £206,784).
|
|
|
The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £8,943 (2024 - £14,951).
|
|
|
Remuneration of key management personnel is detailed in note 9.
|
- 30 -
|
|
RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Remuneration of key management personnel
|
|
|
Key management personnel are deemed to be the directors of the Groups subsidiaries. Their aggregate remuneration was as follows:
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Company contributions to defined contribution pension schemes
|
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Interest payable and similar expenses
|
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Bank loan interest payable
|
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Amortisation of debt facility fees
|
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Foreign exchange (losses)/gains
|
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Foreign exchange (losses)/gains
|
|
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|
|
Foreign exchange gains relates to gains on translation of loans denominated in foreign currency into the presentational currency of the financial statements.
|
- 31 -
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|
RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
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|
|
Current tax on profits for the year
|
|
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|
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Adjustments in respect of previous periods
|
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Origination and reversal of timing differences
|
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Adjustments in respect of previous periods
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Taxation on profit on ordinary activities
|
|
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- 32 -
|
|
RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
13.Taxation (continued)
|
|
Factors affecting tax charge for the year
|
|
|
The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
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Loss on ordinary activities before tax
|
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
|
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Non-tax deductible amortisation of goodwill
|
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Expenses not deductible for tax purposes
|
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Capital allowances for year in excess of depreciation
|
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Higher rate taxes on overseas earnings
|
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Adjustments to tax charge in respect of prior periods - R&D
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Adjustments to tax charge in respect of prior periods - deferred tax
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Adjustments to tax charge in respect of prior periods - corporation tax
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Patent box additional deduction
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Deferred tax on assets consolidated at fair value
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Other short term timing differences
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Deferred tax asset not recognised
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Transfer pricing adjustment
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
- 33 -
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RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 34 -
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RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Transfers between classes
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Included within plant & machinery is £20,542 (2024: £41,442) of assets under construction. These assets are not depreciated.
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- 35 -
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RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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C/O Aquaspersions Limited, Beacon Hill Road, Halifax, West Yorkshire, England, HX3 6AQ
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C/O Aquaspersions Limited, Beacon Hill Road, Halifax, West Yorkshire, England, HX3 6AQ
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Beacon Hill Road, Halifax, West Yorkshire, HX3 6AQ
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**Aquaspersions (M) SDN BHD
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Lot 175 & 176, Jalan Industri 3/6, Rawang Integrated Industrial Park, 48000, Rawang, Selangor, 48000, Malaysia
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**Aquaspersions North America Limited
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171 Lake Talon Road, Broussard, LA, USA
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* the above subsidiary is indirectly held through Ralph Midco.
**the above subsidiaries are indirectly held through Ralph Bidco.
All subsidiaries indirectly held are 100% subsidiaries of Ralph Finco Limited.
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- 36 -
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RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The difference between purchase price or production cost of stocks and their replacement cost is not material.
During the year an impairment of £148,949 (2024: £198,101) was recognised within Cost of Sales in the Statement of Comprehensive Income.
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Cash and cash equivalents
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- 37 -
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RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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The bank loans contain a fixed charge and floating charge, and is secured against the assets of the Group.
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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Creditors: Amounts falling due after more than one year
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Accruals and deferred income
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The bank loans contain a fixed charge and floating charge, and is secured against the assets of the Group.
Interest accrues on the loan notes at a rate of 10%.
- 38 -
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RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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The Bank loans contain a fixed charge and floating charge, and is secured against the assets of the Group.
Within bank loans are finance charges of £226,027 (2024: £355,059), which are released over the term of the loan.
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- 39 -
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RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Charged to profit or loss
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Accelerated capital allowances
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Short term timing differences
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Deferred tax on revaluation of fixed assets
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Allotted, called up and fully paid
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1 (2024 - 1) Ordinary share of £1.00
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Foreign exchange reserve
The foreign exchange reserves represents the cumulative movement in foreign currencies of the subsidiary undertakings, when translating into the Group's reporting currency for consolidation.
Profit & loss account
This reserve represents cumulative profits and losses less dividends declared.
- 40 -
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RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Accrued interest on loans
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The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £375,411 (2024: £219,978). Contributions totalling £24,598 (2024: £14,074) were payable to the fund at the reporting date and are included in creditors.
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Commitments under operating leases
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At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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- 41 -
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RALPH FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
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Related party transactions
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The Company has taken advantage of the exemption conferred by FRS 102 Section 33 not to disclose transactions with members of the Group headed by Ralph Finco Limited on the grounds that 100% of the voting rights in the Company are controlled within the Group and the Company’s results are consolidated within that Group.
Remuneration of key management personnel is detailed in note 9.
During the year the Company incurred interest of £1,766,273 (2024: £1,605,704) on loan notes issued to entities with control over the entity. Balances outstanding at 31 December 2025 in respect of these loan notes totalled £19,429,00 (2024: £17,662,735).
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Post balance sheet events
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Executed on 27 February 2026, HSBC UK Bank plc and the Group entered into an agreement amending and restating the Senior Facilities Agreement originally dated 2 March 2021. The principal effect of the amendment was to extend the termination date of the majority of the Group's term loan and revolving facility commitments from 2 March 2026 to 2 March 2029. This event does not affect the amounts recognised or disclosed in these financial statements as at 31 December 2025 and no adjustment has therefore been made.
The ultimate parent company is CBPE Capital Fund X LP, a private fund limited partnership registered in England and Wales.
The immediate parent company is Ralph Topco, a private company registered in Jersey.
Ralph Finco Limited heads the smallest and largest group into which the Company's results are consolidated.
The directors consider CBPE Capital X Gp Llp and CBPE Capital Llp to be the ultimate controlling party.
- 42 -
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