ACCOUNTS - Final Accounts preparation

Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:

Registered number: 05363066

RUSSELL ARMER GROUP LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

RUSSELL ARMER GROUP LIMITED

COMPANY INFORMATION

Directors	N J Gordon
	M Walker


Registered number	05363066


Registered office	Agricola House, 5 Cowper Road
	Gilwilly Industrial Estate
	Penrith
	CA11 9BN


Independent auditors	Armstrong Watson Audit Limited
	Chartered Accountants & Statutory Auditors
	James Watson House
	Montgomery Way
	Rosehill
	Carlisle
	Cumbria
	CA1 2UU

RUSSELL ARMER GROUP LIMITED

CONTENTS

	Page
Strategic Report	1
Directors' Report	2 - 3
Independent Auditors' Report	4 - 7
Statement of Comprehensive Income	8
Statement of Financial Position	9
Statement of Changes in Equity	10
Notes to the Financial Statements	11 - 18

RUSSELL ARMER GROUP LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2024

Introduction

The Directors present their strategic report on the private limited company for the year ended 31 March 2025.

Business review

The principal activity of the Company is that of a holding company. This is not expected to change in the forseeable future.

The Company is consolidated into the group financial statements of Genesis (South) Holdings Limited.

Principal risks and uncertainties

The principal risks specific to the Company are those relating to the investments in subsidiary undertakings.

The carrying value of the investment in subsidiary is linked to the performance of each subsidiary. The risks and uncertainties associated with each subsidiary undertaking can be found in the Directors reports of each subsidiary's own financial statements.

Financial key performance indicators

The Company is a holding company, accordingly its key performance indicators are in line with the wider group. There are no specific key performance indicators considered for the Company in isolation.

The key performance indicators for the group can be found in the strategic report of the consolidated financial statements of the Company's immediate and ultimate parent, Genesis (South) Holdings Limited.

This report was approved by the board and signed on its behalf.

N J Gordon

Director

Date: 9 December 2025

Page 1

RUSSELL ARMER GROUP LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2025

The Directors present their report and the financial statements for the year ended 31 March 2025.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic Report, the Directors' Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 of the profit or loss of the Company for that period.

In preparing these financial statements, the Directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments 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 transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £1,313 (2024 - profit £1,111).

Directors

The Directors who served during the year were:

N J Gordon

M Walker

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the Director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Page 2

RUSSELL ARMER GROUP LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Auditors

The auditors, Armstrong Watson Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

N J Gordon

Director

Date: 9 December 2025

Page 3

RUSSELL ARMER GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUSSELL ARMER GROUP LIMITED

Opinion

We have audited the financial statements of Russell Armer Group Limited (the 'Company') for the year ended 31 March 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, 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 Company's affairs as at 31 March 2025 and of its 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 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 other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.

Page 4

RUSSELL ARMER GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUSSELL ARMER GROUP LIMITED (CONTINUED)

Opinion 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Directors' Report 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the 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 Directors' Responsibilities Statement set out on page 2, 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 is 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 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 Company or to cease operations, or have no realistic alternative but to do so.

Page 5

RUSSELL ARMER GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUSSELL ARMER GROUP LIMITED (CONTINUED)

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 an Auditors' Report 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.

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

• We obtained an understanding of laws and regulations that affect the company, focusing on those that had a
direct effect on the financial statements or that had a fundamental effect on its operations. Key laws and
regulations that we identified included the UK Companies Act, tax legislation and occupational health and
employment legislation.

• We enquired of the directors, reviewed correspondence with HMRC and reviewed directors meeting minutes
for evidence of non-compliance with relevant laws and regulations. We also reviewed controls the directors have
in place to ensure compliance.

• We gained an understanding of the controls that the directors have in place to prevent and detect fraud. We
enquired of the directors about any incidences of fraud that had taken place during the accounting period.

• The risk of fraud and non-compliance with laws and regulations and fraud was discussed within the audit team
and tests were planned and performed to address these risks.

• We reviewed financial statements disclosures and tested to supporting documentation to assess compliance
with relevant laws and regulations discussed above.

• We enquired of the directors about actual and potential litigation and claims.

• We performed analytical procedures to identify any unusual or unexpected relationships that might indicate
risks of material misstatement due to fraud.

• In addressing the risk of fraud due to management override of internal controls we tested the appropriateness
of journal entries and assessed whether the judgements made in making accounting estimates were indicative of
a potential 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 Auditors' Report.

Page 6

RUSSELL ARMER GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUSSELL ARMER GROUP LIMITED (CONTINUED)

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 an Auditors' Report 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.

Simon Turner (Senior Statutory Auditor)

for and on behalf of

Armstrong Watson Audit Limited

Chartered Accountants & Statutory Auditors

Carlisle

9 December 2025

Page 7

RUSSELL ARMER GROUP LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2025

	2025	2024
	£	£


Administrative expenses		(1,750)	-
Operating (loss)/profit		(1,750)	-
Income from fixed assets investments		-	1,111
(Loss)/profit before tax		(1,750)	1,111
Tax on (loss)/profit	6	437	-
(Loss)/profit for the financial year		(1,313)	1,111

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 11 to 18 form part of these financial statements.

Page 8

RUSSELL ARMER GROUP LIMITED

REGISTERED NUMBER: 05363066

STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2025

		2025		2024
Note		£		£

Fixed assets
Investments	7		5,731,270		5,731,270
			5,731,270		5,731,270
Current assets
Debtors: amounts falling due within one year	9	311,700		311,263
		311,700		311,263
Creditors: amounts falling due within one year	10	(150,360)		(148,610)
Net current assets			161,340		162,653
Total assets less current liabilities			5,892,610		5,893,923

Net assets			5,892,610		5,893,923

Capital and reserves
Called up share capital	12	4,226	4,226
Share premium account	13	1,656,556	1,656,556
Profit and loss account	13	4,231,828	4,233,141
		5,892,610	5,893,923

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 9 December 2025.

N J Gordon

Director

The notes on pages 11 to 18 form part of these financial statements.

Page 9

RUSSELL ARMER GROUP LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 April 2023	4,226	1,656,556	4,232,030	5,892,812
Comprehensive income for the year
Profit for the year	-	-	1,111	1,111
Contributions by and distributions to owners

At 1 April 2024	4,226	1,656,556	4,233,141	5,893,923
Comprehensive income for the year
Loss for the year	-	-	(1,313)	(1,313)
At 31 March 2025	4,226	1,656,556	4,231,828	5,892,610

The notes on pages 11 to 18 form part of these financial statements.

Page 10

RUSSELL ARMER GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

1.	General information

Russell Armer Group Limited is a private company limited by shares, incorporated in England. It's registered office and principle address is 4 Cowper Road, Gilwilly Industrial Estate, Penrith, CA11 9BN.

These financial statements are presented in Pound Sterling as this is the currency of the primary economic environment in which the company operates.

The principal activity of Russell Armer Group Limited is that of a holding company.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Genesis (South) Holdings Limited as at 31 March 2025 and these financial statements may be obtained from Companies House.

2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

2.4

Going concern

Management and the Directors have considered a period of at least twelve months from the date of
sign off when making their assessment with regards to going concern.

After consideration of all factors, including the forecasted financial performance and current financial position of the Company's subsidiary undertakings, the Directors have continued to adopt the going concern basis in preparing the financial statements.

Page 11

RUSSELL ARMER GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.5

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.7

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.8

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

Investment in Subsidiaries Valuation

Investments in subsidiaries are valued at cost less accumulated impairment. The company reviews the valuation for impairment at each year end, considering factors such as the future profitability and current financial position of the subsidiary. Due to the subjectivity involved in deriving a fair value, a degree of estimation uncertainty remains.

Page 12

RUSSELL ARMER GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Fees payable to the Company's auditors for the audit of the Company's financial statements

1,750

5.	Income from investments
		2025	2024
		£	£

Dividends received from unlisted investments	-	1,111
	-	1,111



Total current tax	-	-

Deferred tax
Origination and reversal of timing differences	(589)	-
Adjustment for prior periods	152	-
Total deferred tax	(437)	-


	Taxation on (loss)/profit on ordinary activities	(437)	-

Page 13

RUSSELL ARMER GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

6.Taxation (continued)

(Loss)/profit on ordinary activities before tax

(1,750)

1,111

(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(437)	278
Effects of:
Timing differences	-	(278)
Total tax charge for the year	(437)	-

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 14

RUSSELL ARMER GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

7.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 April 2024	5,731,270
	At 31 March 2025	5,731,270

Subsidiary undertaking
The following was a subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

Russell Armer Limited

5 Cowper Road, Gilwilly Industrial Estate, Penrith, England, CA11 9BN

Ordinary

100%

	The aggregate of the share capital and reserves as at 31 March 2025 and the profit or loss for the year ended on that date for the subsidiary undertaking was as follows:
	Name	Profit/(Loss)

Russell Armer Limited

11,733,324

Joint ventures

At the balance sheet date, Russell Armer Group Limited indirectly held a 50% interest in Oakfield Park (Kirkby Lonsdale) LLP ('the LLP'). The fair value of the company's indirect interest in the joint venture at the balance sheet date was £Nil (2024: £Nil). As the Company is exempt from consolidation and only holds an indirect interest in the LLP, the fair value has not been recognised within these financial statements.

The LLP was incorporated in England and Wales, its registered office is Agricola House Cowper Road, Gilwilly Industrial Estate, Penrith, England, CA11 9BN.

Page 15

RUSSELL ARMER GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Debtors

					2025	2024
					£	£


Amounts owed by group undertakings	311,111	311,111
Deferred taxation	589	152
	311,700	311,263

10.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Amounts owed to group undertakings	150,360	148,610
	150,360	148,610

Page 16

RUSSELL ARMER GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

11.	Deferred taxation

		2025
		£

	At beginning of year	152
	Charged to profit or loss	437
	At end of year	589

The deferred tax asset is made up as follows:
	2025	2024
	£	£

Accelerated capital allowances	152	152
Tax losses carried forward	437	-
	589	152

12.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

2,552 (2024 - 2,552) Ordinary A shares of £1.00 each	2,552	2,552
1,674 (2024 - 1,674) Ordinary B shares of £1.00 each	1,674	1,674

	4,226	4,226

13.

Reserves

Share premium account

The share premium account represents the amount above the nominal value received for shares sold, less transaction costs.

Profit and loss account

The profit and loss account represents the company's cumulative profits/losses, net of cumulative
dividends paid and other adjustments.

Page 17

RUSSELL ARMER GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

14.	Controlling party

The immediate and ultimate parent company, and the only entity to consolidate these financial statements is Genesis (South) Holdings Limited. Copies of Genesis (South) Holdings Limited's consolidated financial statements can be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

The ultimate controlling party is NJ Gordon, by virtue of his majority shareholding in the ultimate parent undertaking, Genesis (South) Holdings Limited.

Page 18