REGISTERED NUMBER: 00938100 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2024

FOR

THE RATCLIFF GROUP LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

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

19

DIRECTORS:

J E Ratcliff

M Ivinson

W Harmer

SECRETARY:

M Ivinson

REGISTERED OFFICE:

38 The Maltings

Stanstead Abbotts

Hertfordshire

SG12 8HG

REGISTERED NUMBER:

00938100 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mr Jeffrey Oliver

AUDITORS:

Cook & Partners Limited

Statutory Auditor

Manufactory House

Bell Lane

Hertford

Hertfordshire

SG14 1BP

BANKERS:

The Royal Bank of Scotland

Corporate Banking

152 Silbury Boulevard

Central Milton Keynes

MK9 1LT

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

REVIEW OF THE BUSINESS

The consolidated results for the financial year ended 31 December 2024 are shown in the annexed financial statements.

The operations and results of the parent company remained in line with expectations and past years.

Turnover increased compared to 2023 due to management fees being charged in the year, whilst a pre-tax net profit of £27,757 was generated (2023: £1,003,528 loss).

In respect of Stone Hardy Limited, the directors report an operating loss before tax for the year of £22,624 (2023: £605,574 profit). Turnover has increased again by 19.5%. This has been achieved in a competitive market place and further increases are expected in 2025.

Debtor days at the balance sheet date were 62.07 days (2023: 59.76)

Wessex Lift Company Limited results have improved again over 2023, with a profit before tax made in the 2024 year of £614,048 (2023: £12,191). Forecasts predict that profits will continue and increase into 2025.

Debtor days at the balance sheet date were 75.64 days (2023: 78.12)

Forecasts for the year ending 31 December 2025 show continued profits due to improvements in budgeting alongside increased turnover from new contracts.

In group terms turnover increased by 15.5% compared to 2023 and an operating profit of £860,930 (2023: £384,245) was generated.

Group debtor days at the balance sheet date were 68.86 days (2023: 69.80 days).

Other than as mentioned above, the directors do not consider it necessary, for an understanding of the development, performance, or position of the business of the Group to provide any further detailed financial key performance indicators.

PRINCIPAL RISKS AND UNCERTAINTIES

The group uses various financial instruments these include cash and various items, such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the company's operations.

The existence of these financial instruments exposes the company to a number of financial risks, which are described in more detail below. The directors review and agree policies for managing each of these risks and they are summarised below. These policies have remained unchanged from previous years.

Liquidity Risk

The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Short-term flexibility is achieved by overdraft facilities.

Credit Risk

The groups principal financial assets are cash and trade debtors; the principal risk arises therefore from its trade debtors. The impact associated with trade debtor risk is reduced through a broad customer base and significant management focus on aged debt.

In order to manage credit risk the directors set limits for customers based on a combination of payment history and third party credit references. Credit limits are reviewed by the credit control department on a regular basis in conjunction with debt ageing and collection history.

Currency Risk

The company is exposed to low level transaction foreign exchange risk on purchases.

Political Risk

As a high proportion of the company's income is reliant on government funding, there is an underlying risk that this funding may be withdrawn. In the current and foreseeable political climate, we believe this risk to be extremely low. The management has had, over the past few years, a policy of diversifying into commercially funded projects to reduce this risk.

Interest rate risk

The group finances its operations through a mixture of retained profits and, if necessary, bank overdrafts, loans and hire purchase agreements. The group is currently very liquid and has minimal borrowing.

RESEARCH AND DEVELOPMENT

The research and development work carried out at Wessex Lifts of £88,113 (2023: £69,984) is at a level the directors believe is sufficient to ensure the timetable for the next generation of lifting products to go to market is met.

ON BEHALF OF THE BOARD:

M Ivinson - Secretary

29th September 2025

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

DIVIDENDS

No dividends will be distributed for the year ended 31st December 2024.

The directors do not recommend the payment of a dividend.

RESEARCH AND DEVELOPMENT

The group's plans continue to include expenditure on research and development at a level judged to be sufficient to maintain the group's future growth.

DIRECTORS

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

J E Ratcliff

M Ivinson

W Harmer

POLITICAL DONATIONS AND EXPENDITURE

Neither the company nor any members of the group made any political donations during the year. Aggregate charitable donations were £4,293 (2023: £4,841).

DISABLED PERSONS

The group has a policy of providing equal opportunities for the employment of people with disabilities wherever practicable and endeavours to ensure that employees with disabilities benefit from training and career development programmes in common with all employees.

EMPLOYEE INVOLVEMENT

The group continues to place great importance on involving staff in all aspects of the business. The staff are regularly consulted and kept informed of major developments.

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.

AUDITORS

The auditors, Cook & Partners Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M Ivinson - Secretary

29th September 2025

Opinion

We have audited the financial statements of The Ratcliff Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st 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 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 four, 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:

Explanation as to what extent the audit was considered capable of detecting irregularities, including Fraud

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.

Auditors approach to assessing the risks of material misstatement due to irregularities, including fraud.

Our approach was as follows:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity. The following laws and regulations are considered to be significant to the entity:

>Financial reporting Standard 102

>Companies Act 2006

>UK General Data Protection Regulation

We assessed the risks of material misstatement in respect of fraud as follows:

>Discussed the risk of material misstatement due to irregularities, including fraud with management at the planning stage to confirm that risks had been adequately identified and that the controls in place are sufficient for the size and nature of the business to reduce those risks to an acceptably low level.

>Undertook an initial analytical review of the financial statements to identify any potentially unusual or unexpected relationships or high risk audit areas.

>Completed a risk assessment checklist to aid in the identification of Risks for a company of this size and nature.

>We considered the risk of fraud through management override of controls, a common risk in a company of this size and nature, in response; we incorporated testing of manual journal entries into our audit approach and undertook a purely substantive approach to the audit with no reliance placed on controls.

>Accounting policies were reviewed at the planning stage to identify any subjective measurements or complex transactions where management would have the potential to show bias.

>Ensured during the audit planning meeting that all in the audit team are aware of the risks identified and particular areas that were susceptible to misstatement,

>Throughout the audit additional substantive testing was undertaken in areas where there was perceived to be a medium or high risk of misstatement.

>Audit testing was undertaken in a manner that was unpredictable in nature, selection and timing when compared to the previous years work.

>The engagement partners final review of the audit file and financial statements included a detailed review of all areas of medium or high risk identified at the planning stage of the audit.

Based on the results of our risk assessment we designed our audit procedures to identify non-compliance with such laws and regulations identified above:

>Financial reporting Standard 102, Companies Act 2006 and UK General Data Protection Regulation. The audit team all have a good understanding of the requirements under these laws and regulations common to most trading businesses and were alert throughout the audit to any potential instances of non-compliance.

>Further, at both the planning and completion stage of the audit enquiries where made of management regarding any known instances of fraud or non-compliance with laws and regulations

>These representations were corroborated where possible through the review of board minutes. No contradictory evidence was noted.

We consider that the work detailed above has ensured that the likelihood of detection of irregularities including fraud is considered to be high both at management level and during our audit approach. It is however worth noting that there is an inherent difficulty in detecting irregularities and there is no guarantee that all irregularities have been identified.

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.

Mr Jeffrey Oliver (Senior Statutory Auditor)

for and on behalf of Cook & Partners Limited

Statutory Auditor

Manufactory House

Bell Lane

Hertford

Hertfordshire

SG14 1BP

29th September 2025

TURNOVER

3

27,715,556

25,147,682

Cost of sales

19,758,825

18,601,620

GROSS PROFIT

7,956,731

6,546,062

Distribution costs

1,666,132

1,787,146

Administrative expenses

5,432,509

4,961,816

7,098,641

6,748,962

858,090

(202,900

)

Other operating income

-

6,000

OPERATING PROFIT/(LOSS)

5

858,090

(196,900

)

Interest receivable and similar income

3,412

2,919

861,502

(193,981

)

Interest payable and similar expenses

6

145,108

99,264

Other finance costs

22

96,000

91,000

241,108

190,264

PROFIT/(LOSS) BEFORE TAXATION

620,394

(384,245

)

Tax on profit/(loss)

7

136,686

(54,427

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

483,708

(329,818

)

Profit/(loss) attributable to:

Owners of the parent

483,708

(329,818

)

PROFIT/(LOSS) FOR THE YEAR

483,708

(329,818

)

OTHER COMPREHENSIVE INCOME

Pension scheme actuarial gains

and losses

952,000

(141,000

)

Deferred tax credit in respect of

pension scheme excess

(205,000

)

112,000

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

747,000

(29,000

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,230,708

(358,818

)

Total comprehensive income attributable to:

Owners of the parent

1,230,708

(358,818

)

FIXED ASSETS

Intangible assets

9

83,707

-

Tangible assets

10

2,233,795

2,405,626

Investments

11

5,583,609

5,583,609

7,901,111

7,989,235

CURRENT ASSETS

Stocks

12

3,374,321

3,629,184

Debtors

13

7,408,235

5,726,942

Cash at bank and in hand

368,877

119,288

11,151,433

9,475,414

CREDITORS

Amounts falling due within one year

14

9,194,100

8,087,891

NET CURRENT ASSETS

1,957,333

1,387,523

TOTAL ASSETS LESS CURRENT LIABILITIES

9,858,444

9,376,758

CREDITORS

Amounts falling due after more than one year

15

(275,991

)

(409,013

)

PENSION LIABILITY

22

(1,006,000

)

(1,622,000

)

NET ASSETS

8,576,453

7,345,745

CAPITAL AND RESERVES

Called up share capital

20

8,956

8,956

Share premium

21

44,986

44,986

Revaluation reserve

21

731,250

731,250

Capital redemption reserve

21

1,740

1,740

Retained earnings

21

7,789,521

6,558,813

SHAREHOLDERS' FUNDS

8,576,453

7,345,745

The financial statements were approved by the Board of Directors and authorised for issue on 29th September 2025 and were signed on its behalf by:

M Ivinson - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

279,482

351,231

Investments

11

9,782,664

9,782,664

10,062,146

10,133,895

CURRENT ASSETS

Debtors

13

3,015,583

2,129,640

Cash at bank

2,655

231

3,018,238

2,129,871

CREDITORS

Amounts falling due within one year

14

2,267,720

1,521,269

NET CURRENT ASSETS

750,518

608,602

TOTAL ASSETS LESS CURRENT LIABILITIES

10,812,664

10,742,497

CREDITORS

Amounts falling due after more than one year

15

(175,388

)

(263,978

)

PROVISIONS FOR LIABILITIES

19

(48,984

)

(61,991

)

PENSION LIABILITY

22

(1,006,000

)

(1,622,000

)

NET ASSETS

9,582,292

8,794,528

CAPITAL AND RESERVES

Called up share capital

20

8,956

8,956

Share premium

21

44,986

44,986

Capital redemption reserve

21

1,740

1,740

Retained earnings

21

9,526,610

8,738,846

SHAREHOLDERS' FUNDS

9,582,292

8,794,528

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

40,764

(1,016,580

)

The financial statements were approved by the Board of Directors and authorised for issue on 29th September 2025 and were signed on its behalf by:

M Ivinson - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1st January 2023

8,956

6,917,631

44,986

Changes in equity

Total comprehensive income

-

(358,818

)

-

Balance at 31st December 2023

8,956

6,558,813

44,986

Changes in equity

Total comprehensive income

-

1,230,708

-

Balance at 31st December 2024

8,956

7,789,521

44,986

Capital

Revaluation

redemption

Total

reserve

reserve

equity

£

£

£

Balance at 1st January 2023

769,500

1,740

7,742,813

Changes in equity

Total comprehensive income

(38,250

)

-

(397,068

)

Balance at 31st December 2023

731,250

1,740

7,345,745

Changes in equity

Total comprehensive income

-

-

1,230,708

Balance at 31st December 2024

731,250

1,740

8,576,453

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1st January 2023

8,956

9,784,426

44,986

1,740

9,840,108

Changes in equity

Total comprehensive income

-

(1,045,580

)

-

-

(1,045,580

)

Balance at 31st December 2023

8,956

8,738,846

44,986

1,740

8,794,528

Changes in equity

Total comprehensive income

-

787,764

-

-

787,764

Balance at 31st December 2024

8,956

9,526,610

44,986

1,740

9,582,292

Cash flows from operating activities

Cash generated from operations

1

721,796

(55,129

)

Interest paid

(88,617

)

(71,015

)

Interest element of hire purchase payments paid

(56,491

)

(28,249

)

Net cash from operating activities

576,688

(154,393

)

Cash flows from investing activities

Purchase of intangible fixed assets

(88,113

)

-

Purchase of tangible fixed assets

(22,029

)

(67,177

)

Sale of tangible fixed assets

4,008

12,271

Interest received

3,412

2,919

Net cash from investing activities

(102,722

)

(51,987

)

Cash flows from financing activities

New loans in year

-

546,676

Loan repayments in year

(163,129

)

(99,738

)

Hire purchase repayments in year

(61,248

)

(74,392

)

Net cash from financing activities

(224,377

)

372,546

Increase in cash and cash equivalents

249,589

166,166

Cash and cash equivalents at beginning of year

2

119,288

(46,878

)

Cash and cash equivalents at end of year

2

368,877

119,288

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit/(loss) before taxation

620,394

(384,245

)

Depreciation charges

195,413

195,533

Profit on disposal of fixed assets

(1,155

)

(5,630

)

Employers pensions contributions

(125,000

)

(63,000

)

Expenses paid by pension scheme

160,000

-

Finance costs

241,108

190,264

Finance income

(3,412

)

(2,919

)

1,087,348

(69,997

)

Decrease/(increase) in stocks

254,863

(121,704

)

Increase in trade and other debtors

(1,817,331

)

(319,298

)

Increase in trade and other creditors

1,196,916

455,870

Cash generated from operations

721,796

(55,129

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

368,877

119,288

Year ended 31st December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

119,288

26,212

Bank overdrafts

-

(73,090

)

119,288

(46,878

)

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

119,288

249,589

368,877

119,288

249,589

368,877

Debt

Finance leases

(219,427

)

61,248

(158,179

)

Debts falling due within 1 year

(641,027

)

74,539

(566,488

)

Debts falling due after 1 year

(263,978

)

88,590

(175,388

)

(1,124,432

)

224,377

(900,055

)

Total

(1,005,144

)

473,966

(531,178

)