REGISTERED NUMBER: 00371501 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Period 31st December 2023 to 28th December 2024

for

R Swain & Sons Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

8

Consolidated Income Statement

12

Consolidated Other Comprehensive Income

13

Consolidated Balance Sheet

14

Company Balance Sheet

15

Consolidated Statement of Changes in Equity

16

Company Statement of Changes in Equity

17

Consolidated Cash Flow Statement

18

Notes to the Consolidated Cash Flow Statement

19

Notes to the Consolidated Financial Statements

21

DIRECTORS:

R. J. Swain

M. G. Swain

M. Deer

S. J. Rigby

J. H. Wyatt

REGISTERED OFFICE:

Vulcan House

Medway Freight Centre

Priory Road

Rochester

Kent

ME2 2BD

REGISTERED NUMBER:

00371501 (England and Wales)

AUDITORS:

Beak Kemmenoe

Chartered Accountants

& Statutory Auditors

1-3 Manor Road

Chatham

Kent

ME4 6AE

The directors present their strategic report of the company and the group for the period 31st December 2023 to 28th December 2024.

REVIEW OF BUSINESS

The group's principal activities during the year were road transport, distribution and warehousing in the UK and Europe.

The financial year 2024 presented significant challenges for the group and the industry it operates in. Despite these challenges there was a marked improvement in performance. This review outlines the key areas that impacted our financial performance in the reporting period and our strategies to further improve profitability.

Below is a structured analysis of the major factors.

Key Financial Changes

Turnover

The group experienced an increase in turnover of £8,682,845, representing a 12.66% rise. This improvement was primarily due to a rise in new business thanks to the hard work of our sales team.

Subcontractor costs

Subcontractor costs increased by £5,020,348, a 31.14% rise. This increase was driven by a rise in new business, which required the use of subcontractors to service.

Repairs and renewals

Repairs and renewals costs fell by £646,291a decrease of 49.22%. A major planned schedule of repairs was carried out at the Rochester facility in the prior year which has now finished.

Hire purchase interest charges

Hire purchase interest charges grew by £328,588, representing a 41.93% increase. The steep rise in Bank of England interest rates along with higher borrowing requirements, led to this significant increase in financial expenses.

OUTLOOK

The group faced multiple financial pressures throughout 2024. Despite these challenges, the group succeeded in stabilising its financial performance.

Actions taken and next steps

Cost Management: The group continues to actively manage costs, particularly in vehicle maintenance and repair, and is reviewing its borrowing structure to mitigate the impact of rising interest rates.

Capital Investment: Plans are in place to expedite vehicle replacements, which will reduce the ongoing repair costs and improve fuel and operational efficiency.

Market Strategy: As the construction industry begins to stabilise, the group is seeking out new growth opportunities in this sector.

The group, with help of its dedicated workforce, through targeted cost control measures, strategic capital investments, and adjustments in market focus, has already seen a return to profitability in the current financial year.

KEY PERFORMANCE INDICATORS

The directors consider the financial and operational stability of the group to be the key performance indicators.

PRINCIPAL RISKS AND UNCERTAINTIES

The group operates in a sector where health and safety is paramount, both within the depots and on the roads, and the group's reputation would be the principal risk in any shortfall in this area. The market for haulage and logistics is very fluid with both UK and Europe based lorries competing for business. The group combats this uncertainty by providing a quality service to a wide customer base.

ON BEHALF OF THE BOARD:

M. Deer - Director

12th September 2025

The directors present their report with the financial statements of the company and the group for the period 31st December 2023 to 28th December 2024.

DIVIDENDS

No dividends will be distributed for the period ended 28th December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 31st December 2023 to the date of this report.

R. J. Swain

M. G. Swain

M. Deer

S. J. Rigby

J. H. Wyatt

DISABLED PERSONS

The following statements of policy are practiced by the group:

Full and fair consideration is given to applications for employment made by disabled persons, having regard to their particular aptitudes and abilities;

Continued employment and training of staff is offered to those who become disabled whilst they are employees of the group;

The group continues to offer general training, career development and promotion of disabled persons employed by them.

EQUALITY, DIVERSITY AND INCLUSION

The group complies with The Equality Act 2010. The group does not discriminate against age, gender, being in a marriage or in a civil partnership, being pregnant or on maternity leave, disability, race including colour, nationality, ethnic or national origin, religion or belief, sex and sexual orientation.

To prevent discrimination the group has formulated and implemented the following policies:

- Having an equality, diversity and inclusion policy.

- Providing regular anti-discrimination training.

- Clear guidance if discrimination happens.

THE MODERN SLAVERY ACT 2015

Respect for human rights is fundamental to the culture of integrity we want for the group. It is integral to our approach to sustainable development, and governs how we behave towards our employees, contractors, suppliers, and the community in which we work.

We have updated our human rights policies to make our commitment to oppose the use of forced or compulsory labour, human trafficking and all forms of modern slavery (both within our own operations and in our supply chain) even more explicit and to publicly report on what we are doing to prevent it on an annual basis.

COMMUNITY AND ENVIRONMENT

Whilst the group has, by design, minimum direct impact on the local community given the nature of its trade, the group actively engages with local communities to make a positive contribution in terms of creating economic and social value through employment, procurement, taxation and sustainable development initiatives and through strong risk management and respect for human rights. To achieve this, the group takes a partnership approach, listening to the concerns of stakeholders, to give them the confidence that the group will address the impacts it has on them and their environment in a positive way.

STREAMLINED ENERGY AND CARBON REPORTING (SECR)

This report presents the carbon emissions of R Swain & Sons Limited and its subsidiaries for the reporting year of 2024 including scope 1, 2 and partial scope 3 emissions.

Energy Intensity Matrix 2024

Employees/M2 space/£M

t.CO2e/yr.

t.CO2e

Per employee

513

151,447

295.21

t.CO2e/employee

Per M2 space

25,000

151,447

6.06

t.CO2e/M2

Turnover £M

77

151,447

1,966.84

t.CO2e/£M

Building

90.2

kWh/M2

Transport

4.7

kWh/mile

Off road diesel

10.8

kWh/litre

We are dedicated to responsible carbon management and will implement additional energy efficiency measures across our organisation wherever they are cost-effective. We acknowledge that climate change is one of the most pressing environmental challenges facing the global community, and we recognise our responsibility in contributing to the reduction of greenhouse gas emissions.

We have recently implemented, or are in the process of implementing, the following policies to enhance the energy efficiency of the business.

-

Two electric 4x2 42 tonne tractor units have been integrated into the fleet, reducing CO2 emissions.

-

Testing has commenced on all electric OEM providers to determine the most appropriate vehicle for our customers.

-

Continued push to move customers to Hydrotreated Vegetable Oil (HVO) reducing the impact of diesel engine greenhouse gas emissions, with an agreement signed with an HVO supplier.

-

A salary sacrifice scheme to encourage all employees to convert to electric vehicles has been rolled out in

the year.

-

Maximising trailer capacity and reducing empty running with the implementation of WEBFLEET.

-

Vehicle charging points continue to be installed at depots.

-

Full LED lighting is being retro fitted at our depots.

-

Full refit of offices at Rochester, removing the boiler and moving to a more sustainable heating system with timers and cut off functionality.

Methodology used in the calculation of disclosures

ESOS methodology carbon emissions have been calculated using the 2018 'UK Government Emission GHG Conversion Factors for Company Reporting'. The electricity carbon factor is based on the UK Grid average (Location Based Scope 2 Carbon Factor, in relation to the GHG Protocol) and does not include generation, or transmission and distribution losses.

For matters solely related to carbon, the SECR methodology outlined in the "Environmental Reporting Guidelines:

including Streamlined Energy and Carbon Reporting and Greenhouse Gas Reporting" was applied, alongside the

Government's GHG reporting conversion factors.

EMPLOYEE INVOLVEMENT

The group is aware of its responsibilities to its employees and the key part that they play in the group's progress. The benefits of low staff turnover in continuity and quality of services to customers cannot be over estimated and all employees are encouraged to undertake further training both in house and via external providers to allow them to achieve their personal and professional aspirations.

The group has regular meetings with its employees at all levels to provide them with information on areas that concern them as employees, and to ensure there is a common awareness throughout the group of the financial and economic factors that affect the performance of the group.

The group consults employees or their representatives regularly so that their views can be taken into account when making decisions that are expected to affect their interests, and makes efforts to encourage involvement in these forums in order that they are aware of and can positively gain from that involvement.

BUSINESS ETHICS

The group encourages its employees to be good corporate citizens, acting with integrity in everything they do. The directors strive to create a positive culture in which everyone wants, and knows how, to do the right thing. The group's commitment to integrity is embodied in its Code of Business Conduct and is supported by a comprehensive framework of policies and procedures in areas such as human rights, anti-corruption and fair trading.

All staff receive training to do their job, as well as mandatory health and safety training. In addition, staff have available resources to complete training in other areas.

SECTION 172(1) STATEMENT

The directors recognise that the future of the business depends on the trust and confidence of its stakeholders to operate sustainably in the long term. The directors seek to put its customers' best interests first, invests in its employees, supports the communities in which it operates and strives to generate sustainable profits.

The directors have acted in accordance with their duties codified in law, which include their duty to act in the way in which they consider, in good faith, would be most likely to promote the success of the group, having regard to the stakeholders and matters set out in section 172(1) of the Companies Act 2006.

DISCLOSURE IN THE STRATEGIC REPORT

The directors have disclosed their review of the business, the key performance indicators, principal risks and uncertainties along with future developments in the Strategic Report.

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). 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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Beak Kemmenoe, are deemed to be re-appointed.

ON BEHALF OF THE BOARD:

M. Deer - Director

12th September 2025

Opinion

We have audited the financial statements of R Swain & Sons Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 28th December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 affairs as at 28th December 2024 and of the group's loss for the period 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 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.

We have nothing to report in respect of the following matters where 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 pages six and seven, 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- We identified the laws and regulations applicable to the group through discussions with directors and other management, and from our commercial knowledge and experience of the business sector;

- We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment and health and safety legislation;

- We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and

- Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- Performed analytical procedures to identify any unusual or unexpected relationships;

-Tested journal entries to identify unusual transactions;

- Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- Investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- Agreeing financial statement disclosures to underlying supporting documentation; and

- Enquiring of management as to actual and potential litigation and claims;

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.

Ronald Price FCA (Senior Statutory Auditor)

for and on behalf of Beak Kemmenoe

Chartered Accountants

& Statutory Auditors

1-3 Manor Road

Chatham

Kent

ME4 6AE

12th September 2025

TURNOVER

3

77,283,469

68,600,624

Cost of sales

62,003,178

55,948,832

GROSS PROFIT

15,280,291

12,651,792

Administrative expenses

13,692,276

13,139,853

OPERATING PROFIT/(LOSS)

5

1,588,015

(488,061

)

Interest payable and similar expenses

7

1,963,917

1,693,508

LOSS BEFORE TAXATION

(375,902

)

(2,181,569

)

Tax on loss

8

(9,636

)

(456,741

)

LOSS FOR THE FINANCIAL PERIOD

(366,266

)

(1,724,828

)

Loss attributable to:

Owners of the parent

(366,266

)

(1,724,828

)

LOSS FOR THE PERIOD

(366,266

)

(1,724,828

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(366,266

)

(1,724,828

)

Total comprehensive income attributable to:

Owners of the parent

(366,266

)

(1,724,828

)

FIXED ASSETS

Intangible assets

10

613,846

891,773

Tangible assets

11

38,801,148

32,944,777

Investments

12

42,988

42,988

39,457,982

33,879,538

CURRENT ASSETS

Stocks

13

1,023,175

934,784

Debtors

14

21,653,883

15,200,011

Investments

15

326,284

326,284

Cash at bank and in hand

636,602

2,233,570

23,639,944

18,694,649

CREDITORS

Amounts falling due within one year

16

24,366,920

18,523,761

NET CURRENT (LIABILITIES)/ASSETS

(726,976

)

170,888

TOTAL ASSETS LESS CURRENT LIABILITIES

38,731,006

34,050,426

CREDITORS

Amounts falling due after more than one year

17

(27,702,916

)

(22,646,434

)

PROVISIONS FOR LIABILITIES

21

(38,885

)

(48,521

)

NET ASSETS

10,989,205

11,355,471

CAPITAL AND RESERVES

Called up share capital

22

8,550

8,550

Share premium

23

1,650

1,650

Capital redemption reserve

23

3,450

3,450

Retained earnings

23

10,975,555

11,341,821

SHAREHOLDERS' FUNDS

10,989,205

11,355,471

The financial statements were approved by the Board of Directors and authorised for issue on 12th September 2025 and were signed on its behalf by:

M. Deer - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

32,741,713

27,722,437

Investments

12

20,237,954

20,237,954

52,979,667

47,960,391

CURRENT ASSETS

Stocks

13

1,023,175

934,784

Debtors

14

18,768,636

11,844,757

Investments

15

326,284

326,284

Cash at bank and in hand

473,550

598,938

20,591,645

13,704,763

CREDITORS

Amounts falling due within one year

16

21,397,252

14,393,719

NET CURRENT LIABILITIES

(805,607

)

(688,956

)

TOTAL ASSETS LESS CURRENT LIABILITIES

52,174,060

47,271,435

CREDITORS

Amounts falling due after more than one year

17

38,069,533

33,169,091

NET ASSETS

14,104,527

14,102,344

CAPITAL AND RESERVES

Called up share capital

22

8,550

8,550

Share premium

23

1,650

1,650

Capital redemption reserve

23

3,450

3,450

Retained earnings

23

14,090,877

14,088,694

SHAREHOLDERS' FUNDS

14,104,527

14,102,344

Company's profit/(loss) for the financial year

2,183

(1,371,136

)

The financial statements were approved by the Board of Directors and authorised for issue on 12th September 2025 and were signed on its behalf by:

M. Deer - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1st January 2023

8,550

13,066,649

1,650

3,450

13,080,299

Changes in equity

Total comprehensive income

-

(1,724,828

)

-

-

(1,724,828

)

Balance at 30th December 2023

8,550

11,341,821

1,650

3,450

11,355,471

Changes in equity

Total comprehensive income

-

(366,266

)

-

-

(366,266

)

Balance at 28th December 2024

8,550

10,975,555

1,650

3,450

10,989,205

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1st January 2023

8,550

15,459,830

1,650

3,450

15,473,480

Changes in equity

Total comprehensive income

-

(1,371,136

)

-

-

(1,371,136

)

Balance at 30th December 2023

8,550

14,088,694

1,650

3,450

14,102,344

Changes in equity

Total comprehensive income

-

2,183

-

-

2,183

Balance at 28th December 2024

8,550

14,090,877

1,650

3,450

14,104,527

Cash flows from operating activities

Cash generated from operations

1

1,589,501

4,810,570

Interest paid

(851,661

)

(909,840

)

Interest element of hire purchase payments paid

(1,112,256

)

(783,668

)

Tax refunded

-

459,384

Net cash from operating activities

(374,416

)

3,576,446

Cash flows from investing activities

Purchase of tangible fixed assets

(12,139,512

)

(10,019,102

)

Sale of tangible fixed assets

1,590,616

2,436,397

Net cash from investing activities

(10,548,896

)

(7,582,705

)

Cash flows from financing activities

New loans

2,564,061

1,750,000

Loan repayments

(797,302

)

(793,940

)

New hire purchase contracts

12,019,431

7,358,707

Hire purchase capital repayments

(4,459,846

)

(4,587,843

)

Net cash from financing activities

9,326,344

3,726,924

Decrease in cash and cash equivalents

(1,596,968

)

(279,335

)

Cash and cash equivalents at beginning of period

2

2,233,570

2,512,905

Cash and cash equivalents at end of period

2

636,602

2,233,570