REGISTERED NUMBER: 00577587 (England and Wales)

J. R. Rix & Sons Limited

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31st December 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

7

Report of the Independent Auditors

13

Consolidated Statement of Comprehensive Income

16

Consolidated Balance Sheet

17

Company Balance Sheet

18

Consolidated Statement of Changes in Equity

19

Company Statement of Changes in Equity

20

Consolidated Cash Flow Statement

21

Notes to the Consolidated Financial Statements

22

DIRECTORS:

T J Rix

S J Rix

R M A Clarke

J I Doyle

D J Lambert

R E Wilde

P J Hasnip

H J Rix

M Fry

REGISTERED OFFICE:

2 Humber Quays

Wellington Street West

Hull

East Yorkshire

HU1 2BN

REGISTERED NUMBER:

00577587 (England and Wales)

AUDITORS:

Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

HU2 8BA

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

REVIEW OF BUSINESS

The year under review has been a challenging period for the Group.

The directors consider that the group's key financial performance indicators are those that communicate financial performance and strengths of the group, these being revenue and profitability.

Revenue for the group decreased by 10% or £59MN as a result of reduced oil prices and lower production of Leisure Homes, due to a significant drop-off in demand in the UK Holiday market. These tougher market conditions reduced profitability for our Petroleum businesses and caused our Leisure Homes businesses to make losses, which resulted in Group profit before tax reducing to £2.4MN (2023: £4.8MN).

The Group's strategy continues to be one of reinvesting profit into the opportunities it identifies through new business development, along with targeted acquisitions.

Its key areas, together with corresponding turnover, are shown below.

2024

2023

£million

£million

Maritime Bunkering

42.2

54.9

Shipping

9.3

9.9

Motors

36.7

29.5

Petroleum

397.5

430.3

Leisure homes

40.8

62.4

Renewables

4.8

3.8

Maritime Bunkering supplies marine fuels to shipping vessels. Maritime experienced a 30% decrease in revenue, due to lower oil prices and a downturn in volume. The reduction in volume had been anticipated and was due to reduced activity in local Framework Windfarm construction projects.

Shipping is responsible for the management of the Group's shipping vessels together with stevedoring operations in Montrose. The principal activities continue to be the management of a fleet of windfarm workboats, tankers and barges, along with the operation of the shipping terminal in Montrose. The turnover and profitability of this area of the business was negatively impacted by the reduction on Windfarm construction projects, which worsened the utilisation of the wind-farm workboat fleet. Shipping includes the Montrose terminal and grain drying operations, with profitability showing decreased levels compared to the previous period, as cost pressures continued to erode margins.

Jordan & Company has historically operated a Stellantis dealership, which includes Fiat, Abarth, Jeep and Alfa Romeo cars and Fiat Professional commercial vehicles. During 2024, the company ceased to be a Stellantis car dealership and instead became their local dealer for commercial vehicles, retaining the Fiat Professional brand and adding the Peugeot LCV brand. In addition to this, Jordan & Company started to sell new and used Motor Homes and Campervans from brands including Hobby, Auto-Trail and Globetraveller towards the end of the year. These changes combined with a tough economic climate to see losses be suffered (£399K), compared to profits (£83K) in the previous year.

Petroleum includes the wholesaling and distribution of petroleum products along with fuel cards.

Sales of petroleum products are invariably seasonal, with the level of demand dictated to some degree by the weather.

Petroleum had a steady performance after seeing a 7.5% reduction in revenue to £397.5MN, which was mainly due to a lower average oil price in the year.

Victory Leisure Homes manufactures static caravans and lodges. Most caravans and lodges built by Victory are sold to parks in the UK. 2024 continued to represent a challenging period for the business. The downturn in consumer demand that occurred in the previous year continued into 2024. Higher interest rates, inflationary pressures and concerns over the state of the economy, all impacted the customer demand in UK holiday home market. This saw turnover reduce by 35% to £40.8MN.

Prestige Homeseeker Park and Leisure Homes was acquired by J. R. Rix & Sons Limited in July 2024. Prestige is a manufacturer of quality residential and holiday park homes that are mostly sold to parks in the UK and supplements the Victory Leisure Homes brand.

Prestige was acquired by J. R. Rix & Sons Limited in July 2024, which significantly strengthens the stability of the company. Rix is a 5th generation family-owned business, committed to creating stable businesses for future generations and Prestige is a key component in the Rix group of companies and it's long-term strategy. Prestige suffered similar pressures to Victory, which saw turnover reduce when compared to the previous year.

Renewables provide managed services for the offshore and onshore Wind Farm Industry. It supplies skilled technicians, engineers and crew transfer vessels for Construction and O&M projects throughout the UK. The business made significant progress in the year with an 100% increase in revenue and profitability increasing by 520%

Investment properties - Property income continues to benefit from strong demand and maintaining a high level of occupancy.

The company is financed primarily through its shareholders' funds.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties affecting the business include the following:

Debtors: the group maintains strong relationships with its key customers through its sales teams. In addition, the group operates a defined credit control policy and the risk against larger debts is credit insured.

Pension funding risk: the group offers a defined contribution scheme only.

Environmental risk: the group places considerable emphasis on environmental compliance and not only seeks to ensure on-going compliance with the relevant legislation but strives to ensure that best practice is incorporated into its key processes.

Major disruption/disaster: the group has contingency plans, which it reviews regularly.

Legislation: the group monitors current and forthcoming legislation regularly, both directly and through membership of various trade associations. The group not only seeks to ensure on-going compliance but strives to ensure that it incorporates best practice.

Litigation: the group is subject to litigation from time to time. The outcome of legal action is always uncertain and there is always the risk that it may prove more costly and time consuming than expected. There is a risk that litigation could be instigated in the future which could materially impact the group. The group endeavours to maintain adequate insurance levels for all appropriate insurable risks.

Competitive risk: the group operates within highly competitive markets. It maintains a large number of supply options and has control over its own storage and logistics chains. Investment, legislation and supply barriers in the market are significant for smaller operators and new entrants.

Sales and marketing: new and replacement business is being won continually. New and existing markets have been developed in line with the group's strategy. Key customer relationships are monitored on a regular basis.

Cyber Security: the group recognises the growing threat of cyber and cyber enabled fraud, viruses and other forms of cyber attack and has measures in place to protect its systems and information from attack. It continues to assess and upgrade its procedures and systems as the cyber threat develops and evolves.

SECTION 172(1) STATEMENT

The Directors of J R Rix & Sons Limited and those of all UK companies must act in accordance with a set of general duties. These duties are detailed in the UK Companies Act 2006. The board of directors consider that they have acted in good faith in a way most likely to promote the success of the company for the benefit of its members as a whole.

The business can only grow and prosper if we understand and respect the views and needs of our shareholders, customers, colleagues, suppliers, the environment and the wider community in which we operate. The company can trace its origins back 150 years and the shareholders continue to be the Rix family, who sit on the main board. The company's purpose, culture and values are those of a family business whose name it is. As a board we have always taken decisions for the long term.

Strategy (and the likely consequences of any decision on the long term)

The long-term success of the organization is to do with the shareholders' policy of retaining the majority of profits to re-invest in the business. The company seeks to invest in profitable and sustainable opportunities. This investment is through a combination of new business start-ups, organic growth through the development of existing businesses and acquisition.

Employees

Our people are central to the continued success of the business.

At J.R Rix & Sons Ltd we believe that nothing we do is so important that it cannot be completed safely. Our philosophy is to prevent accidents, and cases of work-related ill health, to our employees, contractors, customers or members of the public. Health and Safety is a main board agenda item and the company invests in all aspects of health and safety and are committed to delivering the highest standards. Our dedicated HSE professionals assist in delivering the risk assessment and management review programme. We continue to develop the ways in which we engage with our employees and offer two-way communication opportunities through our health and safety committees at each location throughout the group.

We invest significantly in our workforce. To help unlock potential we invest in training at all levels. We provide a comprehensive e-learning program as part of the induction of all new members of staff. The company runs an internal management training program and supports its people through developing their skills with recognised qualifications.

We engage with our workforce to ensure that we are fostering an environment that they are happy to work in and that best supports their well-being.

Relationships with customers and suppliers

The company's relationship with its customers is critical to its long-term success. At all times the company aims to provide value and quality and exceed customers' expectations. The company encourages feedback from customers and looks to incorporate the feedback in continuous improvement.

Our suppliers are fundamental to the quality of our products and to ensuring that, as a business, we meet the high standards of conduct that we set ourselves. We value our suppliers, ensuring that engagement is continual fosters two-way feedback, we act with honesty and integrity in all our dealings with them and expect the same in return. We aim to pay all suppliers, irrespective of size, of agreed terms, on time every time.

The community and the environment

The company respects the communities in which we operate and at all times acts to prevent harm. We aim to create positive change in our local communities by supporting numerous charities and good causes and encouraging colleagues to assist with their expertise.

The Company recognizes environmental management as an important responsibility and takes practical measures to comply with all relevant environmental laws and regulations as a minimum standard.

The Company aims continuously to improve and consolidate its environmental policy by regular examination of key business processes and procedures.

The group, through the parent company J R Rix & Sons Limited, is certified to the ISO 50001 standard. The specification requires use of an energy management system with a main purpose of using energy more efficiently.

Business conduct

J R Rix & Sons Limited is committed to doing business with suppliers, customers and other parties in a way that is fair and transparent for everyone involved. The company maintains a reputation for high standards and at all times expects its people to act with honesty and integrity.

The need to act fairly between members of the company

The shares are held by a small number of family members.

ON BEHALF OF THE BOARD:

R E Wilde - Director

22nd September 2025

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

PRINCIPAL ACTIVITIES

The principal activities of the group in the year under review were those of shipping, the sale of petroleum products and motor cars and the manufacture and sale of caravans.

DIVIDENDS

During the year, interim dividends of 229p per share (£320,600) were paid.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

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

T J Rix

S J Rix

R M A Clarke

J I Doyle

D J Lambert

R E Wilde

P J Hasnip

H J Rix

Other changes in directors holding office are as follows:

M Fry was appointed as a director after 31st December 2024 but prior to the date of this report.

The group has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

FINANCIAL INSTRUMENTS

The group's principal financial instruments comprise loans, trade debtors and trade creditors. The main purpose of these instruments is to raise funds for the group's operations and to finance working capital.

Due to the nature of the financial instruments used by the company, there is limited exposure to price risk.

With regard to the loans, these have fixed interest rates and the capital repayments are fixed. The group manages the liquidity risk by ensuring that there are sufficient funds to meet the payments as they fall due.

Trade debtors are managed in respect of the credit offered to customers and are regularly monitored for amounts outstanding for both time and credit limits. The trade creditor liquidity risk is managed by ensuring sufficient funds are available to meet payments as they fall due.

DISABLED EMPLOYEES

It is the policy of the group to employ disabled persons wherever circumstances permit and to provide normal opportunities for their training, promotion and career development. The group's policy includes, wherever practical, the continued employment of those who become disabled during their employment.

ENGAGEMENT WITH EMPLOYEES

The group considers it important that employees are kept informed on all aspects of its affairs as far as the needs of communication and financial confidentiality will allow. Further details are supplied within the Section 172 (1) statement in the Strategic Report.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

The group considers it important that it fosters relationships with its customers and suppliers. Further details are supplied within the Section 172 (1) statement in the Strategic Report.

NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT

Overview

J.R Rix & Sons Limited and its subsidiary companies (The Rix Group) remain committed to the transparent and comprehensive disclosure of our non-financial and sustainability performance. In alignment with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations, we continue to provide our stakeholders with a clear understanding of how climate-related risks and opportunities impact our business strategy, operations, and financial planning.

The Rix Group operates a diverse portfolio of companies and continues to manage understanding surrounding related climate risks and opportunities for the group with the highest level of seriousness. The Rix Group operates with a relatively flat management structure. For this reason, the management of all risks, including those related to climate change, are considered regularly at main board level.

The UK Government has introduced several fossil fuel phase-out policies that may impact J.R Rix & Sons Limited and it's subsidiaries. One of the most significant changes is the ban on the sale of new petrol, diesel and hybrid cars and vans by 2035 as outlined in the 2024 reporting. Jordans Cars, a subsidiary of The Rix Group has transitioned from car sales to motorhome sales, the motorhome sector may eventually be affected by future restrictions on diesel-powered vehicles, making it essential to explore alternative fuel or electric motorhome offerings. The government also plans to phase out the installation of new oil and gas boilers by 2035, encouraging a shift towards low-carbon heating solutions such as heat pumps and hydrogen ready systems. This will directly affect the domestic oil sales business, where demand for product will decline. Rix Heating company, who install and service gas boilers, may also be impacted as demand for traditional heating systems decrease over time.

The decarbonisation of the maritime sector also presents a significant challenge. The International Maritime Organisation (IMO) has set a target to reduce emissions from international shipping by 50% by 2050, with interim targets over the next five years. This will require Rix Shipping operations to comply with stricter fuel standards and potentially transition to lower-emission fuels such as biofuels or LNG, or explore investment in hybrid or electric shipping technologies.

Other regulatory changes include restrictions on fossil fuel usage in non-road mobile machinery (NRMM), which affect construction equipment that relies on diesel in our leisure home manufacturing business and necessitates a transition to low-carbon alternatives. Furthermore, the phased reduction of red diesel usage, which began in April 2022, has increased costs for industries no longer entitled to use it, requiring the exploration of alternative fuel sources.

To mitigate these risks and ensure long-term resilience, the Rix Group should continue to invest in low-carbon technologies, alternative fuels, and energy efficiency measures across its operations.

Governance

The Rix Group is committed to strong governance practices for managing climate-related risks and opportunities. The Board of Directors has ultimate responsibility for overseeing these issues, with key projects identified by the internal ESG group and then proposed at board level for approval. These reviews are integrated into the board agenda to measure progression against climate-related goals and integration of climate considerations into strategic decision making.

The Board is responsible for approving significant climate-related investments, including initiatives aimed at reducing emissions across our operations and expanding the renewable energy portfolio. Key decisions, such as the transition from car sales to motorhome sales to mitigate any risk associated with the 2035 petrol and diesel ban, are made at board level to ensure alignment with the groups climate strategy.

Within The Rix Group, management of climate-related risks and opportunities is delegated to senior management who liaise with the internal ESG team and report directly to the board. Clear reporting lines are established to ensure that the board is kept informed of progress or limitations to any climate related project. Senior management works with our internal working ESG group to discuss any climate related initiatives, utilising a variety of analysis to inform their decision making. Our Environmental, Social and Governance (ESG) targets are established at board level with our internal working ESG group providing strategic analysis and execution support to assist with achieving goals which ensures a co-ordinated approach. Results of analysis are reported back to the board during the weekly agenda as part of our ongoing commitment to sustainability goals.

As the language and goals around sustainability changes, improvements to legislation knowledge and reporting frameworks are continuously enhanced at both board and management levels.

Strategy

The Rix Group recognises that climate change presents both risks and opportunities that can impact our business. We have identified key risks that can impact our business including;

- Regulatory changes such as legislation involving the phase out of fossil fuels affecting the supply chain for petroleum products and phase out of gas boilers affecting the business operations of our Heating company.

- Physical Impacts of Climate Events such as sea-level rise which based on flood modelling from local councils shows potential current and future impact to a variety of our business due to geographical location.

- Market Shifts involving social changes as consumer demands and preferences shift resulting in revenue losses, and/or missed growth opportunities, as well as increasing the cost of capital

Whilst there are risks that could impact The Rix Group, there are also opportunities which the company has harnessed in order to engage with sustainable products and services. The Rix Group strategy continues to evolve with the requirement of lower carbon product offerings.

Risk Management

The Rix Group does not at present include an Environmental Risk Identification Assessment as part of our group risk management overview process. The internal working group continues to develop a methodology to assist reporting in this area on direct climate-related risks.

The Group has a high level of understanding regarding the risks associated with its operations and for many of our sites, we report on a number of ISO standards which relate to environmental management and risk management. Submission of normal and abnormal controls for our ISO 14001-submission included the following environmental areas;

- Spillage of product to ground

- Spillage of product to water

- Fire and explosion

- Disposal of fire water

- Emissions of volatile organic compounds

- Emission of CO2 to the environment from vehicles

- Emissions of NOx from vehicles

- Energy used to heat and light depots

- Generation of contaminated waste (rags etc.)

- Generation of non-hazardous waste

- Generation of electrical waste

- Noise generated from depot operations

- Emissions of light

The Rix group has implemented a structured process to identify, asses and manage climate-related risks across all business units. Climate risks are incorporated into the groups overall risk management framework and reviewed regularly by the ESG group.

Metrics and Targets

The Rix Group regularly reviews climate-related risks and opportunities through monitoring of renewable energy infrastructure and reporting data. The group uses renewable energy at a number of their petroleum sites and manufacturing sites which is reviewed regularly to ensure that they are performing as efficiently as possible.

The Rix Group head office has been based in Hull for the last 150 years and so is no stranger to climate related risks such as flooding and storm surges and the damages that are related to both assets and infrastructure as a result.

To manage transition risks, we monitor our carbon intensity relative to regulatory requirements and internal targets e.g kg CO2e per unit sold/per full time employee (the SECR position is sumarised later in this report). We are also required to report against targets for ISO 50001 and ISO 14001 for a variety of sites.

Tracking these metrics allows us to understand exposure to potential carbon pricing and regulatory changes. Shifting market demands are also tracked in alignment with regulatory changes and The Rix Group has successfully diversified into the Renewable Energy space both with new products and installation of Renewable technologies.

Recently, the group worked to maintain data accuracy of the renewable energy technologies by installing remote monitoring technology to track generation of assets. New quotes have also been obtained for sites which are suitable for solar technology. Each sustainable initiative that the group considers, the ROI is evaluated to ensure that they will contribute positively to our financial performance. This is supported mainly by the internal ESG working group and then presented to the board for approval and signoff.

Performance and progress

There are a variety of projects currently active across the group focused on reducing our impact on the environment. We are supporting continuation on schemes reported in last years reporting;

- Continuation of property portfolio evaluation for consideration of energy efficiency technologies.

- Encouragement of sustainable transport to the staff community through the Modeshift stars programme in partnership with the Hull City Council. This programme supports The Rix Group by educating and inspiring the work community to choose healthier and more eco-friendly options to travel to work. It is an accreditation awarded to businesses that go above and beyond in developing, implementing and monitoring an Effective Travel Plan to bring about a change in travel behaviour and reduce the number of single occupancy vehicle journeys to, from and between sites. Some of the initiatives carried out already during this partnership include Dr Bike events, Secure bike storage installations and free cycling safety equipment (hi-vis vests and lights).

- The Rix Group also supports the uptake of sustainable products in a variety of companies, offering sustainable HVO fuel to their agricultural customers and providing education and information about renewable technologies such as Solar.

We are also supporting several new initiatives within the business which are actively ongoing at time of report writing.

- Performance reviews of the current renewable energy systems to ensure that they are performing above average at all sites.

- Reviews to reduce the energy consumption at head office due to high levels of solar gain through the north facing windows.

- Procurement and maintenance of green tariffs for all sites which has significantly reduced our consumption in scope 2 areas.

- Installation and monitoring of the solar infrastructure at Victory Conversions site.

- Supporting heat district network with local businesses which we lease buildings to.

- Review of EV charging infrastructure at some of our heavy traffic sites.

- BMS system energy monitoring allows us to reduce and eliminate waste where possible and to target investment in new technologies. Closer monitoring of our energy systems allows us to see where efficiency is lowest and create mitigating strategies to reduce wastage.

Conclusion

The Rix Group is dedicated to addressing the challenges and seizing the opportunities presented by climate change. Through robust governance, proactive risk management, and transparent reporting, we aim to contribute to a sustainable future whilst also creating long-term value for our stakeholders.

In preparing the financial statements, the Directors have considered the impact of climate change on its businesses. There has been no material impact identified on the financial reporting judgements and estimates by climate-related risks. In particular, the Directors considered the impact of climate change in respect of the following risk areas:

- Going concern and the viability of the group over the next five years.

- The assessment of the value and useful economic life of non-current assets including goodwill.

- The assessment of the value and the useful economic lives of property, plant and equipment.

The Directors have and will continue to regularly assess these risks against the judgements and estimates made in the preparation of the Group's financial statements and discuss, if required, at board level how to better prepare the Group for any developing climate-related risks.

STREAMLINED ENERGY AND CARBON REPORTING

The company consumes more than 40,000 kWh of energy each year, therefore energy efficiency disclosures under the Streamlined Energy and Carbon Reporting regulations ("SECR") are disclosed below as Head Office activities. On a consolidated basis, Victory Leisure Homes Limited is the sole subsidiary company required to report under the SECR in its own right as the remaining subsidiaries are either non- large companies or consume less than 40,000 kWh of energy annually. The SECR disclosure for Victory Leisure Homes Limited only is included below as Manufacturing activities.

These figures have been compiled in line with Streamlined Energy and Carbon Reporting (SECR) requirements, for the period ended 31st December 2024. Greenhouse gases have been calculated using the UK Government GHG Conversion Factors for Company Reporting DEFRA conversion factors.

Head Office activities

2024

2023

Energy usage

Total kWh consumed

109,435

202,234

tCO2e

2024

2023

Scope 1

Mobile Combustion - Diesel/Petrol for forklifts

24.0

22.9

Scope 1

Stationary Combustion - LPG and Kero for heating

0

0

Scope 2

Purchased Electricity

0

14.4

Scope 3

Business Travel including Rail, Flights and Hotel Stays

6.9

12.6

Total

30.9

49.9

Intensity Ratio

tCO2e/Average number of head office staff

0.39

0.63

Manufacturing activities - subsidiaries in scope

2024

2023

Energy usage

Total kWh consumed

3,835,116

2,072,684

tCO2e

2024

2023

Scope 1

Mobile Combustion - Diesel/Petrol for forklifts

467

302

Scope 1

Stationary Combustion - LPG and Kero for heating

298

18

Scope 2

Purchased Electricity

0

255

Scope 3

Business Travel including Rail, Flights and Hotel Stays

78

165

Total

843

740

Intensity Ratio

tCO2e/£1MN Turnover

17.8

9.2

The group uses renewable sources of energy in the manufacture process during the period under review, including via onsite wind turbines and solar panels. The group looks at ways of reducing reliance on fossil fuels and continually monitor the manufacturing inputs and processes to achieve this aim.

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

AUDITORS

The auditors, Smailes Goldie, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R E Wilde - Director

22nd September 2025

Opinion

We have audited the financial statements of J. R. Rix & Sons Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2024 which comprise the Consolidated Statement of 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 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 31st December 2024 and of the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 page twelve, 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 focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the parent company and the group, including the Companies Act 2006, tax legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

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 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;

-

enquiring of management as to actual and potential litigation and claims; and

-

reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the parent company and group's legal advisors.

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.

Michael Stocks FCA (Senior Statutory Auditor)

for and on behalf of Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

HU2 8BA

22nd September 2025

TURNOVER

3

531,392,286

590,763,005

Cost of sales

493,899,374

547,582,268

GROSS PROFIT

37,492,912

43,180,737

Distribution costs

662,383

109,263

Administrative expenses

42,397,888

40,132,800

43,060,271

40,242,063

(5,567,359

)

2,938,674

Other net operating income

4

3,940,867

3,082,989

OPERATING (LOSS)/PROFIT

6

(1,626,492

)

6,021,663

Income from shares in group undertakings

33,531

-

Interest receivable and similar income

621,076

508,291

654,607

508,291

(971,885

)

6,529,954

Gain on revaluation of

investment property

3,984,720

-

3,012,835

6,529,954

Interest payable and similar expenses

8

610,481

1,773,809

PROFIT BEFORE TAXATION

2,402,354

4,756,145

Tax on profit

9

494,136

1,322,605

PROFIT FOR THE FINANCIAL YEAR

1,908,218

3,433,540

FIXED ASSETS

Intangible assets

12

1,777,636

942,037

Tangible assets

13

79,220,543

75,098,955

Investments

14

-

-

80,998,179

76,040,992

CURRENT ASSETS

Stocks

15

43,192,604

41,746,115

Debtors: amounts falling due within one year

16

49,355,051

68,463,288

Debtors: amounts falling due after more than one year

16

6,521,472

5,923,664

Cash in hand

2,443

2,306

99,071,570

116,135,373

CREDITORS

Amounts falling due within one year

17

49,365,683

64,050,159

NET CURRENT ASSETS

49,705,887

52,085,214

TOTAL ASSETS LESS CURRENT LIABILITIES

130,704,066

128,126,206

PROVISIONS FOR LIABILITIES

21

7,587,036

6,596,794

NET ASSETS

123,117,030

121,529,412

CAPITAL AND RESERVES

Called up share capital

22

140,000

140,000

Non- distributable reserve

23

4,210,125

710,065

Retained earnings

23

118,766,905

120,679,347

SHAREHOLDERS' FUNDS

123,117,030

121,529,412

The financial statements were approved by the Board of Directors and authorised for issue on 22nd September 2025 and were signed on its behalf by:

T J Rix - Director

R E Wilde - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

73,308,540

69,792,638

Investments

14

1,920,336

744,500

75,228,876

70,537,138

CURRENT ASSETS

Debtors: amounts falling due within one year

16

41,766,889

52,312,422

Debtors: amounts falling due after more than one year

16

6,521,472

5,923,664

Cash at bank and in hand

34,230,107

25,309,965

82,518,468

83,546,051

CREDITORS

Amounts falling due within one year

17

22,638,106

31,829,878

NET CURRENT ASSETS

59,880,362

51,716,173

TOTAL ASSETS LESS CURRENT LIABILITIES

135,109,238

122,253,311

PROVISIONS FOR LIABILITIES

21

4,761,439

3,997,234

NET ASSETS

130,347,799

118,256,077

CAPITAL AND RESERVES

Called up share capital

22

140,000

140,000

Non- distributable reserve

23

4,210,125

710,065

Retained earnings

23

125,997,674

117,406,012

SHAREHOLDERS' FUNDS

130,347,799

118,256,077

Company's profit for the financial year

12,412,322

15,545,348

The financial statements were approved by the Board of Directors and authorised for issue on 22nd September 2025 and were signed on its behalf by:

T J Rix - Director

R E Wilde - Director

Called up

Non-

share

Retained

distributable

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1st January 2023

140,000

117,598,031

678,441

118,416,472

Changes in equity

Dividends

-

(320,600

)

-

(320,600

)

Total comprehensive income

-

3,401,916

31,624

3,433,540

Balance at 31st December 2023

140,000

120,679,347

710,065

121,529,412

Changes in equity

Dividends

-

(320,600

)

-

(320,600

)

Total comprehensive income

-

(1,591,842

)

3,500,060

1,908,218

Balance at 31st December 2024

140,000

118,766,905

4,210,125

123,117,030