REGISTERED NUMBER: 01847774 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2024

for

John A Stephens Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

J M Daniel

P J Stephens

SECRETARY:

Mrs A Stephens

REGISTERED OFFICE:

Castle Meadow Road

Nottingham

Nottinghamshire

NG2 1AG

REGISTERED NUMBER:

01847774 (England and Wales)

AUDITORS:

Wright Vigar Limited

Statutory Auditors

Chartered Accountants & Business Advisers

Alexandra House

43 Alexandra St

Nottingham

Nottinghamshire

NG5 1AY

Business review and future plans

The year under review showed a slight decrease in turnover over the prior year. This is a result of the prevailing economic pressures on the construction industry and government policies within the general economy coupled with a degree of uncertainty in the building and construction sector and rising material prices. This reduction however is understood to have ended, and the Board has made the conscious decision to maintain its high staffing levels, as opposed to reducing staff numbers, whilst also expanding on the staff incentives. Although this decision has been the main contributing factor to the loss witnessed in the year, the group is very well positioned to service its customers and the wider construction sector as trade begins to increase. The group maintains its position as one of the leading independent merchants in the Midlands area.

Liquidity and solvency ratios for the period continue to reflect the strong financial position that the group maintains.

The group has continued to make significant investments in its new fleet during the year and the Board expect to see the benefit of this in the coming years.

Analysis of key performance indicators

The Board looks at turnover, margins and profitability when monitoring business performance.

Turnover decreased by only 0.8%, with gross profit margins remaining consistent with the previous year. However due to the continued investment in both its staffing levels and new fleet, the group has made a post tax loss of £916k.

The Board also considers key statement of financial position areas in order to understand the financial position of the group.

Net current assets have decreased slightly in the year . The Board is satisfied that key statement of financial position sections remain strong, in particular cash at bank. The Board is satisfied that the group can continue to pay its debts as they fall due for the foreseeable future.

Principal risks and uncertainties

The directors consider the principal financial risks to which the group is exposed are a decline in market share and the timing of a recovery in the house building and construction industries. These industries are affected by governmental policies and these are also likely to impact on the results of the group.

The directors' management of the former risk has involved the monitoring of both supplier and competitor prices and the development of the group's selling outlets.

The group is not significantly exposed to credit risks, given the cash based nature of its operations. In relation to trade customers, the group is exposed to the usual credit risk and cash flow risk associated with its business and manages this through tight credit control procedures.

ON BEHALF OF THE BOARD:

P J Stephens - Director

26 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 a builder's merchant.

DIVIDENDS

No interim dividends were paid during the year ended 31 December 2024.

The directors recommend final dividends per share as follows:

Ordinary £1 shares

£2

'B' Ordinary £1 shares

£2

'C' Ordinary £1 shares

£2

The total distribution of dividends for the year ended 31 December 2024 will be £ 146,800 .

DIRECTORS

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

J M Daniel

P J Stephens

PROFESSIONAL INDEMNITY INSURANCE

The company and group take out indemnity insurance on behalf of the directors.

DISCLOSURE IN THE STRATEGIC REPORT

The directors have prepared a review of the business, together with a summary of the principal risks and uncertainties affecting the company, and these are detailed within the Strategic Report. The report includes an explanation of the company and group's financial risk management policies.

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:

P J Stephens - Director

26 September 2025

Opinion

We have audited the financial statements of John A Stephens 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 page three, 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 included obtaining an understanding of the legal and regulatory frameworks that are applicable to the

company and we determined those that are most significant. Based on the results of our risk assessment we designed audit procedures to identify non-compliance with such laws and regulations. The specific procedures included enquiry of management and those charged with governance around actual and potential litigation and claims.

In addition, and based on the results of our risk assessment we designed audit procedures to identify and address

material misstatements in relation to fraud. Specifically we considered the risk of fraud through management override

that may lead to a misappropriation of assets or inappropriate financial reporting. In response, we performed audit work over the risk of management override of controls, including testing journal entries and other adjustments for

appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those

leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Kevin Shaw BSc FCA (Senior Statutory Auditor)

for and on behalf of Wright Vigar Limited

Statutory Auditors

Chartered Accountants & Business Advisers

Alexandra House

43 Alexandra St

Nottingham

Nottinghamshire

NG5 1AY

26 September 2025

TURNOVER

3

24,308,962

24,515,054

Cost of sales

17,303,555

17,037,973

GROSS PROFIT

7,005,407

7,477,081

Administrative expenses

8,640,262

8,505,973

(1,634,855

)

(1,028,892

)

Other operating income

246,742

320,891

OPERATING LOSS

5

(1,388,113

)

(708,001

)

Interest receivable and similar income

242,846

271,669

(1,145,267

)

(436,332

)

Interest payable and similar expenses

6

30,882

22,532

LOSS BEFORE TAXATION

(1,176,149

)

(458,864

)

Tax on loss

7

(259,567

)

(113,901

)

LOSS FOR THE FINANCIAL YEAR

(916,582

)

(344,963

)

Loss attributable to:

Owners of the parent

(916,582

)

(344,963

)

LOSS FOR THE YEAR

(916,582

)

(344,963

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(916,582

)

(344,963

)

Total comprehensive income attributable to:

Owners of the parent

(916,582

)

(344,963

)

FIXED ASSETS

Intangible assets

10

8,784

11,712

Tangible assets

11

6,445,140

6,587,844

Investments

12

1,955,370

1,944,137

Investment property

13

2,240,202

2,240,202

10,649,496

10,783,895

CURRENT ASSETS

Stocks

14

2,580,596

2,859,189

Debtors

15

3,137,454

2,876,184

Cash at bank and in hand

3,953,425

4,458,850

9,671,475

10,194,223

CREDITORS

Amounts falling due within one year

16

2,153,346

1,840,303

NET CURRENT ASSETS

7,518,129

8,353,920

TOTAL ASSETS LESS CURRENT LIABILITIES

18,167,625

19,137,815

CREDITORS

Amounts falling due after more than one year

17

(374,422

)

(273,190

)

PROVISIONS FOR LIABILITIES

20

-

(8,040

)

NET ASSETS

17,793,203

18,856,585

CAPITAL AND RESERVES

Called up share capital

21

112,000

112,000

Revaluation reserve

22

280,152

280,152

Other reserves

22

684,221

684,221

Retained earnings

22

16,716,830

17,780,212

SHAREHOLDERS' FUNDS

17,793,203

18,856,585

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

P J Stephens - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

2,949,083

3,074,320

Investments

12

92,087

92,087

Investment property

13

390,202

390,202

3,431,372

3,556,609

CURRENT ASSETS

Debtors

15

2,295,318

2,233,326

Cash at bank

391,679

432,719

2,686,997

2,666,045

CREDITORS

Amounts falling due within one year

16

3,723,367

3,737,675

NET CURRENT LIABILITIES

(1,036,370

)

(1,071,630

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,395,002

2,484,979

CREDITORS

Amounts falling due after more than one year

17

198,000

198,000

NET ASSETS

2,197,002

2,286,979

CAPITAL AND RESERVES

Called up share capital

21

112,000

112,000

Other reserves

22

167,789

167,789

Retained earnings

22

1,917,213

2,007,190

SHAREHOLDERS' FUNDS

2,197,002

2,286,979

Company's profit for the financial year

56,823

43,789

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

P J Stephens - Director

Called up

share

Retained

Revaluation

capital

earnings

reserve

£

£

£

Balance at 1 January 2023

112,000

18,271,975

280,152

Changes in equity

Dividends

-

(146,800

)

-

Total comprehensive income

-

(344,963

)

-

Balance at 31 December 2023

112,000

17,780,212

280,152

Changes in equity

Dividends

-

(146,800

)

-

Total comprehensive income

-

(916,582

)

-

Balance at 31 December 2024

112,000

16,716,830

280,152

Other

Non-controlling

Total

reserves

Total

interests

equity

£

£

£

£

Balance at 1 January 2023

684,221

19,348,348

-

19,348,348

Changes in equity

Dividends

-

(146,800

)

-

(146,800

)

Total comprehensive income

-

(344,963

)

-

(344,963

)

Balance at 31 December 2023

684,221

18,856,585

-

18,856,585

Changes in equity

Dividends

-

(146,800

)

-

(146,800

)

Total comprehensive income

-

(916,582

)

-

(916,582

)

Balance at 31 December 2024

684,221

17,793,203

-

17,793,203

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 January 2023

112,000

2,110,201

167,789

2,389,990

Changes in equity

Dividends

-

(146,800

)

-

(146,800

)

Total comprehensive income

-

43,789

-

43,789

Balance at 31 December 2023

112,000

2,007,190

167,789

2,286,979

Changes in equity

Dividends

-

(146,800

)

-

(146,800

)

Total comprehensive income

-

56,823

-

56,823

Balance at 31 December 2024

112,000

1,917,213

167,789

2,197,002

Cash flows from operating activities

Cash generated from operations

1

(483,852

)

(292,258

)

Interest element of hire purchase payments paid

(11,082

)

(2,732

)

Finance costs paid

(19,800

)

(19,800

)

Tax paid

3,041

203,759

Net cash from operating activities

(511,693

)

(111,031

)

Cash flows from investing activities

Purchase of intangible fixed assets

-

(5,840

)

Purchase of tangible fixed assets

(582,553

)

(652,700

)

Purchase of fixed asset investments

(735,926

)

(587,428

)

Sale of tangible fixed assets

198,004

208,232

Sale of fixed asset investments

910,796

472,400

Interest received

242,846

271,669

Net cash from investing activities

33,167

(293,667

)

Cash flows from financing activities

Capital repayments in year

112,005

83,917

Amount introduced by directors

20,371

54,080

Amount withdrawn by directors

(12,475

)

(28,352

)

Equity dividends paid

(146,800

)

(146,800

)

Net cash from financing activities

(26,899

)

(37,155

)

Decrease in cash and cash equivalents

(505,425

)

(441,853

)

Cash and cash equivalents at beginning of year

2

4,458,850

4,900,703

Cash and cash equivalents at end of year

2

3,953,425

4,458,850

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Loss before taxation

(1,176,149

)

(458,864

)

Depreciation charges

548,304

541,041

(Profit)/loss on disposal of fixed assets

(100,494

)

17,983

Gain on revaluation of fixed assets

(103,732

)

(186,735

)

Finance costs

30,882

22,532

Finance income

(242,846

)

(271,669

)

(1,044,035

)

(335,712

)

Decrease in stocks

278,593

164,649

(Increase)/decrease in trade and other debtors

(20,728

)

402,551

Increase/(decrease) in trade and other creditors

302,318

(523,746

)

Cash generated from operations

(483,852

)

(292,258

)

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 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

3,953,425

4,458,850

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

4,458,850

4,900,703

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

4,458,850

(505,425

)

3,953,425

4,458,850

(505,425

)

3,953,425

Debt

Finance leases

(83,917

)

(112,005

)

(195,922

)

Debts falling due after 1 year

(198,000

)

-

(198,000

)

(281,917

)

(112,005

)

(393,922

)

Total

4,176,933

(617,430

)

3,559,503

1.	STATUTORY INFORMATION

John A Stephens Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The financial statements are prepared in sterling, which is the functional currency of the entity, rounded to the nearest £.

Basis of consolidation

The consolidated financial statements include the financial statements of the parent undertaking and its subsidiary undertakings to the extent of the group's interest in those undertakings and after eliminating intra-group transactions. Accounting policies are adjusted, where appropriate, to conform to group accounting policies.

In the company's financial statements investments in subsidiary undertakings are stated at cost less provision for permanent diminution in value.

A separate income statement for the parent undertaking has not been presented in accordance with Section 408 of the Companies Act 2006. The profit of the parent undertaking dealt within these financial statements is disclosed on the company balance sheet page. The individual accounts of John A Stephen Holdings Limited have also taken the exemption available from the requirement to present a statement of cash flows.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimate and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements:

Stock valuations and recoverability of trading assets - these involve judgements as to the extent to which provisions are required to account for the risk of irrecoverability or obsolescence.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Sales are recognised at the point at which the company has fulfilled its contractual obligations and the risks and rewards attaching to the product, such as obsolescence, have been transferred to the customer.

Investment property turnover represents rental income.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of five years.

Computer software is being amortised evenly over its estimated useful life of five years.