REGISTERED NUMBER: 10776312 (England and Wales)

RULE NUMBER 10 LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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:

M Catlin

G R Turner

D G Nixon

SECRETARY:

M Catlin

REGISTERED OFFICE:

3 Kensworth Gate

200 - 204 High Street South

Dunstable

Bedfordshire

LU6 3HS

REGISTERED NUMBER:

10776312 (England and Wales)

AUDITORS:

Higginson & Co (UK) Ltd

Statutory Auditors

3 Kensworth Gate

200 - 204 High Street South

Dunstable

Bedfordshire

LU6 3HS

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

REVIEW OF BUSINESS

The companies principal activity in the year continued to be the importation and sale of frames of bicycle assembly, sale of complete bicycles, and the sale of bicycle spares and accessories primarily from European sources.

The key financial and other performance indicators in the year were as follows:

All amounts are denoted in £ 000's

31 December

31 December

2024

2023

Turnover

16,801

13,645

Total Operating Profit

403

466

Profit after tax

158

349

Other comprehensive Income

Revaluation of freehold

495

Shareholders funds

9,385

8,883

Exceeding expectations, the company's turnover increased by 23%, reaching £16.8 million for this period, compared to 2023. Despite the ongoing challenges in the cycling market, including persistent industry-wide overstocks, the company has demonstrated resilience. Although these market conditions have affected turnover and gross margins, they also reveal significant potential for future growth and improvement.

The company has proactively reduced stock levels, strategically reinvesting the cash generated into key areas of the business. A notable investment, £850K, is the outright purchase of an additional 10,000 sqft warehouse, previously leased, which will further enhance net margins and strengthen cash flow moving forward.

As a leading cycling distributor, the company continues to solidify its market position. Year-to-date sales and profits for 2025 have shown a year-on-year increase, reinforcing the company's strength and potential for sustained long-term success.

PRINCIPAL RISKS AND UNCERTAINTIES

Although overall the UK economy was sluggish in the year, the bicycle industry held relatively strong.

Failure by customers to pay debts due is a risk to the company, however credit terms are strictly enforced and overdue accounts chased rigorously. The directors are of the view that the risk is at an acceptable low level.

Environmental and Health and safety are carefully monitored by directors and management team and during the year signed up to the Ecovadis Sustainable Certification programme. The company fully adhere to UK regulations.

Supplier deliveries were, on occasions, delayed by difficulties in their supply chains, however the impact on the customer was minimised due to selective inventory control.#. The company has excellent long term relationships with the brands it represents and continues to look for opportunities with complimentary brands to increase its offering to the market.

ON BEHALF OF THE BOARD:

Director

29 September 2025

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

DIVIDENDS

A dividend of £151,999 (2023 £231,999) was paid in the year.

DIRECTORS

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

M Catlin

G R Turner

D G Nixon

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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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, Higginson & Co (UK) Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M Catlin - Director

29 September 2025

Opinion

We have audited the financial statements of Rule Number 10 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 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:

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

Audit response to risks identified

-the nature of the industry and sector, control environment and business performance including the design of the remuneration policy;

-results of our enquiries of management about their own identification and assessment of the risks of irregularities;

-any matters we identified having obtained and reviewed the Company documentation of their policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

- the matters discussed among the audit engagement team, including tax regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in relation to revenue deferrals. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK

Companies Act, UK Corporate Governance Code and local tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company's ability to operate or to avoid a material penalty. These included compliance with Financial Conduct Authority regulation for the UK operating segment and compliance with local legislation.

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.

Donald Brown FCA (Senior Statutory Auditor)

for and on behalf of Higginson & Co (UK) Ltd

Statutory Auditors

3 Kensworth Gate

200 - 204 High Street South

Dunstable

Bedfordshire

LU6 3HS

29 September 2025

TURNOVER

16,800,849

13,645,314

Cost of sales

12,290,417

10,214,629

GROSS PROFIT

4,510,432

3,430,685

Administrative expenses

4,036,167

2,865,141

474,265

565,544

Other operating income

24,840

13,150

OPERATING PROFIT

4

499,105

578,694

Interest payable and similar expenses

5

95,584

112,589

PROFIT BEFORE TAXATION

403,521

466,105

Tax on profit

6

245,504

116,416

PROFIT FOR THE FINANCIAL YEAR

158,017

349,689

Profit attributable to:

Owners of the parent

158,017

349,689

PROFIT FOR THE YEAR

158,017

349,689

OTHER COMPREHENSIVE INCOME

Property revaluation

495,000

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

495,000

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

653,017

349,689

Total comprehensive income attributable to:

Owners of the parent

653,017

349,689

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

3,573,376

2,275,958

Investments

11

-

-

3,573,376

2,275,958

CURRENT ASSETS

Stocks

12

5,798,745

6,576,263

Debtors

13

2,875,625

2,068,757

Prepayments and accrued income

117,967

61,207

Cash at bank and in hand

570,189

1,158,652

9,362,526

9,864,879

CREDITORS

Amounts falling due within one year

14

3,225,196

2,421,881

NET CURRENT ASSETS

6,137,330

7,442,998

TOTAL ASSETS LESS CURRENT LIABILITIES

9,710,706

9,718,956

CREDITORS

Amounts falling due after more than one year

15

-

(633,333

)

PROVISIONS FOR LIABILITIES

18

(325,562

)

(201,496

)

NET ASSETS

9,385,144

8,884,127

CAPITAL AND RESERVES

Called up share capital

19

200

200

Revaluation reserve

20

1,401,360

906,360

Retained earnings

20

7,983,584

7,977,567

SHAREHOLDERS' FUNDS

9,385,144

8,884,127

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

M Catlin - Director

G R Turner - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

3,254,080

3,254,080

3,254,080

3,254,080

CURRENT ASSETS

Cash in hand

200

200

NET CURRENT ASSETS

200

200

TOTAL ASSETS LESS CURRENT LIABILITIES

3,254,280

3,254,280

CAPITAL AND RESERVES

Called up share capital

19

200

200

Retained earnings

20

3,254,080

3,254,080

SHAREHOLDERS' FUNDS

3,254,280

3,254,280

Company's profit for the financial year

152,000

232,000

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

M Catlin - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

200

7,859,878

906,360

8,766,438

Changes in equity

Dividends

-

(232,000

)

-

(232,000

)

Total comprehensive income

-

349,689

-

349,689

Balance at 31 December 2023

200

7,977,567

906,360

8,884,127

Changes in equity

Dividends

-

(152,000

)

-

(152,000

)

Total comprehensive income

-

158,017

495,000

653,017

Balance at 31 December 2024

200

7,983,584

1,401,360

9,385,144

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

200

3,254,080

3,254,280

Changes in equity

Dividends

-

(232,000

)

(232,000

)

Total comprehensive income

-

232,000

232,000

Balance at 31 December 2023

200

3,254,080

3,254,280

Changes in equity

Dividends

-

(152,000

)

(152,000

)

Total comprehensive income

-

152,000

152,000

Balance at 31 December 2024

200

3,254,080

3,254,280

Cash flows from operating activities

Cash generated from operations

1

1,489,601

2,324,591

Interest paid

(95,584

)

(112,589

)

Tax paid

(104,473

)

(584,748

)

Net cash from operating activities

1,289,544

1,627,254

Cash flows from investing activities

Purchase of tangible fixed assets

(937,126

)

(33,553

)

Net cash from investing activities

(937,126

)

(33,553

)

Cash flows from financing activities

Loan repayments in year

(761,905

)

(1,025,763

)

Amount withdrawn by directors

(26,976

)

(77,539

)

Equity dividends paid

(152,000

)

(232,000

)

Net cash from financing activities

(940,881

)

(1,335,302

)

(Decrease)/increase in cash and cash equivalents

(588,463

)

258,399

Cash and cash equivalents at beginning of year

2

1,158,652

900,253

Cash and cash equivalents at end of year

2

570,189

1,158,652

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

31.12.24

31.12.23

£

£

Profit before taxation

403,521

466,105

Depreciation charges

89,708

73,512

Finance costs

95,584

112,589

588,813

652,206

Decrease in stocks

777,518

604,133

(Increase)/decrease in trade and other debtors

(841,127

)

1,331,928

Increase/(decrease) in trade and other creditors

964,397

(263,676

)

Cash generated from operations

1,489,601

2,324,591

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

570,189

1,158,652

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

1,158,652

900,253

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

1,158,652

(588,463

)

570,189

1,158,652

(588,463

)

570,189

Debt

Debts falling due within 1 year

(400,000

)

128,571

(271,429

)

Debts falling due after 1 year

(633,333

)

633,333

-

(1,033,333

)

761,904

(271,429

)

Total

125,319

173,441

298,760

4.	ACQUISITION OF BUSINESS

The company acquired the whole of the shares Chicken Cyclekit Limited on the 19th of June 2018 for a purchase price of £ 3,354,080. The fair value of the assets exceeded the amount paid and a negative goodwill position arose reflecting the discount on the purchase.

1.	STATUTORY INFORMATION

Rule Number 10 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.

Turnover

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

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2018, is being amortised evenly over its estimated useful life of fifty years.

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.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold property

-

2% on cost

Improvements to property

-

10% on cost

Plant and machinery

-

25% on cost

Motor vehicles

-

25% on cost

Computer equipment

-

Straight line over 3 years

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

£

£

Wages and salaries

1,973,807

1,245,696

Social security costs

206,368

113,334

Other pension costs

29,925

28,389

2,210,100

1,387,419

The average number of employees during the year was as follows:

31.12.24

31.12.23

Staff including directors

48

46

Information regarding the highest paid director for the year ended 31 December 2024:

Highest paid director £322,900

4.	OPERATING PROFIT

The operating profit is stated after charging:

31.12.24

31.12.23

£

£

Hire of plant and machinery

19,081

14,004

Depreciation - owned assets

89,708

73,513