REGISTERED NUMBER: 00926412 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

GEORGE BROWN'S IMPLEMENTS (HOLDINGS)

LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

DIRECTORS:

Mr R W G Brown

Mr C B W Brown

Mr A P Brown

Mr H Brown

Mr J W G Brown

Mr J J Brown

Mr S G Brown

SECRETARY:

Mr A P Brown

REGISTERED OFFICE:

Unit 5b Ridgeway Court

Grovebury Road

Leighton Buzzard

Beds

LU7 4SF

REGISTERED NUMBER:

00926412 (England and Wales)

AUDITORS:

FKCA Limited

Statutory Auditor

260 - 270 Butterfield

Great Marlings

Luton

Bedfordshire

LU2 8DL

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

REVIEW OF BUSINESS

The principal activity of the group during the year was the supply and maintenance of agricultural and grass cutting machinery and equipment.

Over the year, the business implemented significant structural and operational changes to align with potential future cash requirements that are likely to occur in 2025. These operational changes included the discontinuation of the Browns Agricultural Machinery activities in their previous form, as well as the closure of the fishing division within George Browns. As a result, one-off costs were incurred in 2024, with some trailing expenses, such as property costs, continuing into the second half of 2025.

The directors believe these changes were necessary to strengthen the Group's financial position and profitability in a challenging market. Industry data from the AEA shows that tractor registrations (over 50hp) declined by 13.3% in 2024, with some regions where the Group operates, including the Home Counties, experiencing declines of close to 24%.

Group sales from continuing operations declined by 18.9%, in line with broader market conditions. However, gross margin for continuing operations held at around 18%, reflecting a focus on maintaining profitability through a streamlined product mix and emphasis on higher-value machinery.

Operating costs increased marginally due to higher online advertising spend, though reductions in other underlying costs significantly offset these.

Administrative expenses decreased year-on-year, largely reflecting the non-recurrence of prior-year accruals.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties that could have a material adverse effect on the company's performance and financial condition are identified as follows:

Economic conditions

A significant reduction in customer demand resulting from an economic down-turn would have a direct impact on Company performance.

Our financial strategy therefore remains the delivery of progressive profit improvement, whilst investing for long term growth. The underlying principles behind this strategy are:

- Growing sales over the long term at a rate which is sustainable.

- Maintaining a strong and prudent balance sheet.

We continue to meet these principles by providing our customers with quality products and service at a fair price to ensure that sales growth is converted into profitable growth.

Key Dealerships

The company has a number of valued dealerships which enable us to achieve our key objective of providing quality products and services to our customers. The loss of key franchises could have a significant impact on our product offering and therefore financial performance. The company works closely with these franchises to ensure that together, we continually provide best customer value over the long term.

Cashflow Management

Cash management will remain a key focus in the coming year in light of a scheduled share buyback. The directors believe the business is able to operate effectively with a lower level of working capital, and steps have already been taken to release funds to support this commitment. Nonetheless, given the reduced cash headroom compared with prior years, maintaining a strong focus on cash generation and liquidity will be a priority.

Industry costs

Inflation in the cost of raw materials and other goods and services from industry suppliers and manufacturers, presents risks to financial performance. The company continually explores ways to reduce its input costs through the use of new technology as well as seeking out best value from suppliers.

Business continuity

The board recognises that a major disaster, whether that be a pandemic, a major fire, prolonged power failure or major computer failure could have a significant impact on the company's operational capability. Plans are therefore in place to help increase the Company's resilience to withstand the impact of one or more disasters that severely disrupts the Company's sales or operations.

KEY PERFORMANCE INDICATORS

The directors have identified a number of measures that are important to the success of the business and financial performance. These concentrate on revenue, gross margin, underlying operating profit, and cash generation. The directors monitor these on a regular basis and take action accordingly.

ON BEHALF OF THE BOARD:

Mr S G Brown - Director

19 September 2025

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the supply and maintenance of agricultural and grass cutting machinery and equipment and farming.

DIVIDENDS

2024

2023

£

£

Paid during the year:

Equity dividends on ordinary shares

10,966

10,966

Non-equity dividends on preference shares

21,930

21,930

32,896

32,896

The directors recommend that no final dividend be paid.

FUTURE DEVELOPMENTS

Looking ahead, the group will focus on stabilisation following the planned reduction in branches from five to four during 2025. Alongside this, management remains committed to continually enhancing service and aftersales support to customers. In the context of a challenging market, the business aims to deliver added value through its position as an authorised dealer within its sales region, while maintaining an organisation size that is efficient yet capable of responding quickly to any recovery in market demand.

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 1 January 2024 to the date of this report.

Mr R W G Brown

Mr C B W Brown

Mr A P Brown

Mr H Brown

Mr J W G Brown

Mr J J Brown

Mr S G Brown

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;

-	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.

ON BEHALF OF THE BOARD:

Mr S G Brown - Director

19 September 2025

Opinion

We have audited the financial statements of George Brown's Implements (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 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 31 December 2024 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 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 four and five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud was as follows:

- enquiry of management and those charged with governance around actual and potential litigation and claims;

- enquiry of entity staff and the board of directors to identify any instances of non-compliance with laws and regulations; and

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to involve the completeness and timing of income recognition and the override of controls by management.

To address the risk of fraud in relation to revenue recognition, we:

- Performed detailed substantive testing to address completeness and accuracy of sales;

- Assessed the appropriateness and application of the accounting policy concerning income recognition; and

- Performed detailed cut-off testing either side of the balance sheet date.

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;

- Investigated the rationale behind significant or unusual transactions.

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.

Stephen Mason BSc FCA (Senior Statutory Auditor)

for and on behalf of FKCA Limited

Statutory Auditor

260 - 270 Butterfield

Great Marlings

Luton

Bedfordshire

LU2 8DL

19 September 2025

TURNOVER

5

27,772,125

2,834,257

30,606,382

Cost of sales

(22,458,919

)

(2,665,658

)

(25,124,577

)

GROSS PROFIT

5,313,206

168,599

5,481,805

Distribution costs

(841,905

)

(104,239

)

(946,144

)

Administrative expenses

(4,651,306

)

(476,671

)

(5,127,977

)

(180,005

)

(412,311

)

(592,316

)

Other operating income

369,488

3,431

372,919

GROUP OPERATING PROFIT/(LOSS)

7

189,483

(408,880

)

(219,397

)

Share of operating profit in

Associates

83,396

-

83,396

Interest receivable and similar income

66,844

-

66,844

Interest payable and similar expenses

8

(21,930

)

-

(21,930

)

PROFIT/(LOSS) BEFORE TAXATION

317,793

(408,880

)

(91,087

)

Tax on profit/(loss)

9

28,436

-

28,436

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

346,229

(408,880

)

(62,651

)

Profit/(loss) attributable to:

Owners of the parent

(62,651

)

TURNOVER

5

34,411,811

3,322,172

37,733,983

Cost of sales

(28,347,769

)

(2,572,739

)

(30,920,508

)

GROSS PROFIT

6,064,042

749,433

6,813,475

Distribution costs

(707,221

)

(125,055

)

(832,276

)

Administrative expenses

(5,182,148

)

(451,917

)

(5,634,065

)

174,673

172,461

347,134

Other operating income

272,399

-

272,399

GROUP OPERATING PROFIT

7

447,072

172,461

619,533

Share of operating profit in

Associates

238,939

-

238,939

Interest receivable and similar income

25,685

-

25,685

Interest payable and similar expenses

8

(21,930

)

-

(21,930

)

PROFIT BEFORE TAXATION

689,766

172,461

862,227

Tax on profit

9

(129,546

)

(29,072

)

(158,618

)

PROFIT FOR THE FINANCIAL YEAR

560,220

143,389

703,609

Profit attributable to:

Owners of the parent

703,609

(LOSS)/PROFIT FOR THE YEAR

(62,651

)

703,609

OTHER COMPREHENSIVE INCOME

Reval. of property on reclassification

843,719

-

Income tax relating to other comprehensive income

(23,384

)

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

820,335

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

757,684

703,609

Total comprehensive income attributable to:

Owners of the parent

757,684

703,609

FIXED ASSETS

Intangible assets

12

25,004

-

Tangible assets

13

6,895,912

7,095,852

Investments

14

Interest in associate

3,327,581

3,444,185

Investment property

15

3,007,500

2,070,000

13,255,997

12,610,037

CURRENT ASSETS

Stocks

16

9,010,707

10,406,513

Debtors

17

2,561,727

4,004,322

Cash at bank and in hand

2,244,354

2,380,641

13,816,788

16,791,476

CREDITORS

Amounts falling due within one year

18

4,278,779

7,338,576

NET CURRENT ASSETS

9,538,009

9,452,900

TOTAL ASSETS LESS CURRENT LIABILITIES

22,794,006

22,062,937

CREDITORS

Amounts falling due after more than one year

19

(33,330

)

(33,330

)

PROVISIONS FOR LIABILITIES

20

(465,127

)

(417,848

)

NET ASSETS

22,295,549

21,611,759

CAPITAL AND RESERVES

Called up share capital

21

47,729

47,729

Revaluation reserve

1,354,528

597,121

Fair value reserve

603,046

603,046

Retained earnings

20,290,246

20,363,863

SHAREHOLDERS' FUNDS

22,295,549

21,611,759

The financial statements were approved by the Board of Directors and authorised for issue on 19 September 2025 and were signed on its behalf by:

Mr S G Brown - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

47,528

49,625

Investments

14

44,991

44,991

Investment property

15

-

-

92,519

94,616

CURRENT ASSETS

Debtors

17

721,563

629,453

Cash at bank

1,473

1,474

723,036

630,927

CREDITORS

Amounts falling due within one year

18

75,481

438,349

NET CURRENT ASSETS

647,555

192,578

TOTAL ASSETS LESS CURRENT LIABILITIES

740,074

287,194

CREDITORS

Amounts falling due after more than one year

19

33,330

33,330

NET ASSETS

706,744

253,864

CAPITAL AND RESERVES

Called up share capital

21

47,729

47,729

Retained earnings

659,015

206,135

SHAREHOLDERS' FUNDS

706,744

253,864

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

463,846

(67,085

)

The financial statements were approved by the Board of Directors and authorised for issue on 19 September 2025 and were signed on its behalf by:

Mr S G Brown - Director

Called up

Fair

share

Retained

Revaluation

value

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1 January 2023

29,799

19,671,220

597,121

603,046

20,901,186

Changes in equity

Reclassification of preference

shares

17,930

-

-

-

17,930

Dividends

-

(10,966

)

-

-

(10,966

)

Total comprehensive income

-

703,609

-

-

703,609

Balance at 31 December 2023

47,729

20,363,863

597,121

603,046

21,611,759

Changes in equity

Dividends

-

(10,966

)

-

-

(10,966

)

Total comprehensive income

-

(62,651

)

757,407

-

694,756

Balance at 31 December 2024

47,729

20,290,246

1,354,528

603,046

22,295,549

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

29,799

284,186

313,985

Changes in equity

Reclassification of preference

shares

17,930

-

17,930

Dividends

-

(10,966

)

(10,966

)

Total comprehensive income

-

(67,085

)

(67,085

)

Balance at 31 December 2023

47,729

206,135

253,864

Changes in equity

Dividends

-

(10,966

)

(10,966

)

Total comprehensive income

-

463,846

463,846

Balance at 31 December 2024

47,729

659,015

706,744

Cash flows from operating activities

Cash generated from operations

1

(120,250

)

(553,204

)

Interest paid

1,100

-

Finance costs paid

(21,930

)

(21,930

)

Tax paid

(140,547

)

(38,419

)

Net cash from operating activities

(281,627

)

(613,553

)

Cash flows from investing activities

Purchase of intangible fixed assets

(36,988

)

-

Purchase of tangible fixed assets

(492,141

)

(509,304

)

Sale of tangible fixed assets

388,021

108,175

Sale of fixed asset investments

-

(5,316

)

Interest received

66,844

25,685

Dividends received

200,000

250,000

Net cash from investing activities

125,736

(130,760

)

Cash flows from financing activities

Amount introduced by directors

52,500

-

Equity dividends paid

(10,966

)

(10,966

)

Dividends paid on non-equity shares

(21,930

)

(21,930

)

Net cash from financing activities

19,604

(32,896

)

Decrease in cash and cash equivalents

(136,287

)

(777,209

)

Cash and cash equivalents at beginning of year

2

2,380,641

3,157,850

Cash and cash equivalents at end of year

2

2,244,354

2,380,641