REGISTERED NUMBER: 06339657 (England and Wales)

C & O HOLDINGS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

5

Consolidated Statement of 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

16

DIRECTOR:

A G Coles

REGISTERED OFFICE:

Blandford Heights Industrial Estate

Blandford

Dorset

DT11 7TF

REGISTERED NUMBER:

06339657 (England and Wales)

SENIOR STATUTORY AUDITOR:

Gary Brown FCCA ACA

AUDITORS:

Hopper Williams & Bell Limited

Statutory Auditor

Highland House

Mayflower Close

Chandler's Ford

Eastleigh

Hampshire

SO53 4AR

BANKERS:

HSBC Bank plc

165 High Street

Southampton

Hampshire

SO14 2NZ

The director presents his strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

The results for the group show a pre-tax loss of £505k (2023: profit of £233k) for the year and sales of £23.9 million (2023: £27.1 million).

Strategy

The group's overriding objective is to achieve sustainable growth and increase the profitability of the group through:

- Offering a comprehensive and attractive product range of reliable machines

- Offering an excellent aftersales experience

- Improving efficiency and optimising the group's assets

Future Outlook

During 2024 the group experienced some challenging issues. Covid 19 created machinery manufacture and supply issues. Machinery ordered during Covid 19 was often not delivered to the group until in excess of 2 years after the date of order. This often meant that the customer cancelled the order during the lengthy delivery lead time which in turn meant that unsold machinery stock was placed on expensive stocking finance until its eventual sale.

Interest rates remained high throughout 2024 which is difficult for a low gross profit margin industry relying on bank and asset finance to purchase its machinery stock holdings.

The Government's downscaling of inheritance tax agricultural property and business property reliefs for farmers together with the phased removal of EU farming subsidies created a sombre mood within the farming sector. This resulted in both a lack of will on the part of farmers to spend money and a reduction in available capital with which to purchase discretionary agricultural machinery.

At the outset of 2025 the group carried out a critical evaluation of both its expenditure and staff resource whilst closely examining its sales efficiency processes. The group's starting point was to assume that the economic conditions prevailing in 2025 would be little different than those that subsisted in 2024.

As at the date of this report the group is delighted to be able to disclose that both staff and general overhead costs have been dramatically reduced in 2025 whilst not materially affecting the group's ability to deliver the sales levels achieved by the group in the years prior to 2024.

The group's cause has been further assisted by:

- a series of interest rate reductions.

- an improvement in the mood within the farming community emanating from an improvement in farm product selling margins within the market and the farming industry's own adaption to the taxation increases imposed on the farming sector by Government policy.

- the Covid 19 stock order and delivery backlog issues cleared at the tail end of 2024. This has resulted in the group holding reduced levels of wholegood stock on expensive asset finance agreements.

The group has produced very encouraging results for the 2025 year to date and is confident that the recent restructuring of the group's operations will provide it with the necessary solid trading base from which to secure a successful future.

PRINCIPAL RISKS AND UNCERTAINTIES

Risks are formally reviewed by the board and appropriate processes put in place to monitor and mitigate them. The key business risks affecting the group are set out below:

Competition

The marketplace that the group operates in is highly competitive, particularly around pricing. This adversely impacts margins making efficiency vital to producing profitable results. The group had spent 20 years building up a strong network of dealerships and loyal customers and market share is continuing to increase.

The group continues into the new financial year with a feeling of positivity and the opportunity to progress and build upon the solid foundations of the existing business. The board feel strongly that Massey Ferguson are a business partner who will enable and encourage growth and will give the level of support required during this transition period and beyond.

Employees

The group's performance depends largely on its managers and staff. The successful employment of key people with

agricultural knowledge with the right experience and skills helps the company to grow and become stronger. To motivate and encourage these individuals the group has excellent reward packages and encourages all employees to continually improve through various industry specific high level training programs.

Liquidity

The group continuously monitors its liquidity and cashflow and a key element of this is the monitoring of stock levels to ensure that working capital is not unnecessarily tied up in stock. Cashflow is closely managed, with stocks of used machinery and aged parts turned into cash.

Key performance indicators ("KPIs")

The board monitors progress on the overall strategy and the individual strategic elements by reference to our Key Performance Indicators (KPI's). Performance during the year, together with historical trend data is set out below:

2024

2023

Definition, method of calculation

Turnover

£23.9m

£27.1m

There has been an decrease in turnover in the year due to the challenging times the industry has been facing.

Gross Margin (%)

6.6%

9.4%

Gross margin is the ratio of gross profit expressed as a percentage. This has decreased slightly in the year as we have offloaded excess stock from Covid 19, we aim to maintain and improve in future years as the group continues to grow in size.

ON BEHALF OF THE BOARD:

A G Coles - Director

28 September 2025

The director presents his 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 buying, retailing and servicing of agricultural machinery and associated parts.

DIVIDENDS

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

DIRECTOR

A G Coles held office during the whole of the period from 1 January 2024 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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:

A G Coles - Director

28 September 2025

Opinion

We have audited the financial statements of C & O Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 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 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Director 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 Director 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 Director.

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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has 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:

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the group, and the industry in which it operates. These include but are not limited to compliance with the Companies Act 2006, UK Generally Accepted Accounting Practice and the relevant tax compliance regulations for the group.

- We obtained an understanding of how the group is complying with these frameworks through discussions with management.

- We enquired with management whether there were any instances of non-compliance with laws and regulations or whether they had knowledge of actual or suspected fraud. These enquiries are corroborated through follow-up audit procedures including but not limited to a review of legal and professional costs and correspondence.

- We assessed the susceptibility of the group's financial statements to material misstatement, including the risk of fraud and management override of controls. We designed our audit procedures to respond to this assessment, including the identification and testing of any related party transactions and the testing of journal transactions that arise from management estimates, that are determined to be of significant value or unusual in their nature.

- We assessed the appropriateness of the collective competence and capabilities of the engagement team, including consideration of the engagement team's knowledge and understanding of the industry in which the group operates in, and their practical experience through training and participation with audit engagements of a similar nature.

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.

Gary Brown FCCA ACA (Senior Statutory Auditor)

for and on behalf of Hopper Williams & Bell Limited

Statutory Auditor

Highland House

Mayflower Close

Chandler's Ford

Eastleigh

Hampshire

SO53 4AR

30 September 2025

TURNOVER

23,854,271

27,155,945

Cost of sales

(22,286,214

)

(24,591,925

)

GROSS PROFIT

1,568,057

2,564,020

Distribution costs

(50,997

)

(31,435

)

Administrative expenses

(2,208,133

)

(2,239,667

)

(691,073

)

292,918

Other operating income

91,979

91,251

OPERATING (LOSS)/PROFIT

4

(599,094

)

384,169

Gain on revaluation of

investment property

366,428

-

(232,666

)

384,169

Interest payable and similar expenses

5

(271,869

)

(151,428

)

(LOSS)/PROFIT BEFORE TAXATION

(504,535

)

232,741

Tax on (loss)/profit

6

3,917

(67,703

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(500,618

)

165,038

OTHER COMPREHENSIVE INCOME

Revaluation of tangible fixed assets

509,619

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

509,619

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

9,001

165,038

(Loss)/profit attributable to:

Owners of the parent

(500,618

)

165,038

Total comprehensive income attributable to:

Owners of the parent

9,001

165,038

FIXED ASSETS

Intangible assets

8

58,880

67,292

Tangible assets

9

2,462,042

1,935,535

Investments

10

-

-

Investment property

11

470,000

-

2,990,922

2,002,827

CURRENT ASSETS

Stocks

12

10,636,392

11,942,058

Debtors

13

2,410,443

3,099,262

Cash at bank and in hand

12,047

5,783

13,058,882

15,047,103

CREDITORS

Amounts falling due within one year

14

(12,138,360

)

(12,609,174

)

NET CURRENT ASSETS

920,522

2,437,929

TOTAL ASSETS LESS CURRENT LIABILITIES

3,911,444

4,440,756

CREDITORS

Amounts falling due after more than one year

15

(823,875

)

(940,258

)

PROVISIONS FOR LIABILITIES

19

(252,970

)

(194,900

)

NET ASSETS

2,834,599

3,305,598

CAPITAL AND RESERVES

Called up share capital

20

270,000

750,000

Revaluation reserve

21

509,619

-

Capital redemption reserve

21

480,000

-

Non-distributable reserves

21

292,628

-

Retained earnings

21

1,282,352

2,555,598

SHAREHOLDERS' FUNDS

2,834,599

3,305,598

The financial statements were approved by the director and authorised for issue on 28 September 2025 and were signed by:

A G Coles - Director

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

1,625,000

1,077,342

Investments

10

270,000

270,000

Investment property

11

470,000

-

2,365,000

1,347,342

CREDITORS

Amounts falling due within one year

14

(437,287

)

(436,390

)

NET CURRENT LIABILITIES

(437,287

)

(436,390

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,927,713

910,952

CREDITORS

Amounts falling due after more than one year

15

(327,287

)

(410,299

)

PROVISIONS FOR LIABILITIES

19

(77,303

)

-

NET ASSETS

1,523,123

500,653

CAPITAL AND RESERVES

Called up share capital

20

270,000

750,000

Revaluation reserve

21

436,769

-

Capital redemption reserve

21

480,000

-

Non-distributable reserves

21

315,701

-

Retained earnings

21

20,653

(249,347

)

SHAREHOLDERS' FUNDS

1,523,123

500,653

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

1,065,701

(38,484

)

The financial statements were approved by the director and authorised for issue on 28 September 2025 and were signed by:

A G Coles - Director

Called up

share

Retained

Revaluation

capital

earnings

reserve

£

£

£

Balance at 1 January 2023

750,000

2,390,560

-

Changes in equity

Total comprehensive income

-

165,038

-

Balance at 31 December 2023

750,000

2,555,598

-

Changes in equity

Issue of share capital

(480,000

)

-

-

Total comprehensive income

-

(1,273,246

)

509,619

Balance at 31 December 2024

270,000

1,282,352

509,619

Capital

redemption

Non-distributable

Total

reserve

reserves

equity

£

£

£

Balance at 1 January 2023

-

-

3,140,560

Changes in equity

Total comprehensive income

-

-

165,038

Balance at 31 December 2023

-

-

3,305,598

Changes in equity

Issue of share capital

-

-

(480,000

)

Total comprehensive income

480,000

292,628

9,001

Balance at 31 December 2024

480,000

292,628

2,834,599

Called up

share

Retained

Revaluation

capital

earnings

reserve

£

£

£

Balance at 1 January 2023

750,000

(210,863

)

-

Changes in equity

Total comprehensive income

-

(38,484

)

-

Balance at 31 December 2023

750,000

(249,347

)

-

Changes in equity

Issue of share capital

(480,000

)

-

-

Total comprehensive income

-

270,000

436,769

Balance at 31 December 2024

270,000

20,653

436,769

Capital

redemption

Non-distributable

Total

reserve

reserves

equity

£

£

£

Balance at 1 January 2023

-

-

539,137

Changes in equity

Total comprehensive income

-

-

(38,484

)

Balance at 31 December 2023

-

-

500,653

Changes in equity

Issue of share capital

-

-

(480,000

)

Total comprehensive income

480,000

315,701

1,502,470

Balance at 31 December 2024

480,000

315,701

1,523,123

Cash flows from operating activities

Cash generated from operations

1

738,088

(698,162

)

Interest paid

(237,549

)

(118,204

)

Interest element of hire purchase payments paid

(34,320

)

(33,224

)

Tax paid

(58,484

)

(14,292

)

Net cash from operating activities

407,735

(863,882

)

Cash flows from investing activities

Purchase of tangible fixed assets

(287,809

)

(135,766

)

Sale of tangible fixed assets

171,978

49,395

Net cash from investing activities

(115,831

)

(86,371

)

Cash flows from financing activities

New loans in year

385,000

-

Loan repayments in year

(310,322

)

(292,913

)

Hire purchase repayments in year

(388,422

)

(213,412

)

Amount introduced by directors

(17,799

)

-

Amount withdrawn by directors

-

(19,428

)

Net cash from financing activities

(331,543

)

(525,753

)

Decrease in cash and cash equivalents

(39,639

)

(1,476,006

)

Cash and cash equivalents at beginning of year

2

(2,085,850

)

(609,844

)

Cash and cash equivalents at end of year

2

(2,125,489

)

(2,085,850

)

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

2024

2023

£

£

(Loss)/profit before taxation

(504,535

)

232,741

Depreciation charges

292,653

356,120

Profit on disposal of fixed assets

(83,183

)

(22,695

)

Gain on revaluation of fixed assets

(366,428

)

-

Finance costs

271,869

151,428

(389,624

)

717,594

Decrease/(increase) in stocks

1,305,666

(3,006,855

)

Decrease/(increase) in trade and other debtors

747,303

(673,135

)

(Decrease)/increase in trade and other creditors

(925,257

)

2,264,234

Cash generated from operations

738,088

(698,162

)

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

12,047

5,783

Bank overdrafts

(2,137,536

)

(2,091,633

)

(2,125,489

)

(2,085,850

)

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

5,783

10,092

Bank overdrafts

(2,091,633

)

(619,936

)

(2,085,850

)

(609,844

)

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

5,783

6,264

12,047

Bank overdrafts

(2,091,633

)

(45,903

)

(2,137,536

)

(2,085,850

)

(39,639

)

(2,125,489

)

Debt

Finance leases

(444,720

)

186,239

(258,481

)

Debts falling due within 1 year

(278,876

)

(31,610

)

(310,486

)

Debts falling due after 1 year

(710,298

)

(43,069

)

(753,367

)

(1,433,894

)

111,560

(1,322,334

)

Total

(3,519,744

)

71,921

(3,447,823

)