REGISTERED NUMBER: SC543651 (Scotland)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

JNF HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

to

7

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

to

31

DIRECTORS:

Mrs C M Smith

Mr J B Smith Jnr

SECRETARY:

Masson Glennie LLP

REGISTERED OFFICE:

Little Mains

Crichie Woods

Stuartfield

PETERHEAD

Aberdeenshire

AB42 5DY

REGISTERED NUMBER:

SC543651 (Scotland)

AUDITORS:

Bain Henry Reid

Statutory Auditors

Chartered Accountants

4 West Craibstone Street

Bon-Accord Square

ABERDEEN

AB11 6YL

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

The principal activity of the Group is the building and sale of residential property, sale of kitchen and bathrooms and letting of commercial and residential properties. The principal activity of the Company is that of a holding company.

REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS

During the year the main trading company of the group started one new development and continued with its existing developments in Aberdeenshire for private individuals which was the main revenue stream in the financial year. Challenging market conditions still continue as a result of higher interest rates, higher inflation and higher cost of living which has had an impact on consumer confidence. These market conditions have impacted turnover and margins. Financial key performance indicators for the group for 2024 are discussed below.

Revenue was generated from private sales from developments in Peterhead, Cruden Bay, Oldmeldrum, Cairnbulg, Memsie and St Combs and will continue to do so in the forthcoming year. The Board regularly review the risks and uncertainties affecting the business and are continuing to explore new private development opportunities as well as affordable housing opportunities to increase future revenue income.

PRINCIPAL RISKS AND UNCERTAINTIES

The management of the business and execution of the group's strategy are subject to a number of risks. The key business risks and uncertainties facing the group are considered below. The company and group considers itself to be structured appropriately to plan for and mitigate these risks.

Competitive Risk

The group operates in highly competitive markets and therefore a key factor is the ability to retain key customers, attract and develop skilled personnel and grow the business. The geographical spread of operations allows the group to be competitive and reduces the possible effect of failing to retain contracts.

Credit Risk

This is primarily attributed to trade debtors. All clients who wish to trade on credit terms are subject to credit verification procedures. To mitigate the credit risk, trade debtors are monitored on a regular basis and large contracts are set up to include the requirement for stage payments to ensure the level of bad debt risk is minimised.

Liquidity Risk

Due to the nature of contracts in the construction industry, liquidity and cashflow management require careful monitoring and control. The group has ensured they have adequate working capital and longer term funding facilities in place to allow operations to continue.

FINANCIAL KEY PERFORMANCE INDICATORS

In assessing the financial performance of the group, the directors monitor gross profit at development level as well as rental yield on properties. A summary of the results is as follows:

2024

2023

Movement

Turnover

£18.1m

£13.3m

36%

Gross profit

£2.1m

£1.5m

40%

Gross profit margin

11.3%

11.1%

0.2%

ON BEHALF OF THE BOARD:

Mr J B Smith Jnr - Director

30 December 2025

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

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 will be £118,000 (2023: £100,000).

DIRECTORS

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

Mrs C M Smith

Mr J B Smith Jnr

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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Bain Henry Reid, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr J B Smith Jnr - Director

30 December 2025

Opinion

We have audited the financial statements of JNF 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

-

we identified the laws and regulations applicable to the group and parent company through discussions with directors, and from our commercial knowledge and experience of the house building sector;

-

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group and parent company including the Companies Act 2006, FRS 102 requirements, taxation, building regulations applicable to Scotland, planning laws and regulations applicable to Scotland, and HSE regulations. We also considered those with an indirect effect including employment, data protection, anti-money laundering and other environmental and health and safety legislation; and

-

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, review of financial statement disclosures, inspecting any tax/legal or regulatory correspondence, and review of legal invoices.

We assessed the susceptibility of the group and parent company's financial statements to material misstatement including obtaining an understanding of how fraud might occur, by;

-

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

-

considering the internal controls in place to mitigate the risks of fraud and of non-compliance with laws and regulations; and

-

exercised professional judgement and maintained professional scepticism throughout the audit.

To address the risk of fraud through management bias and override of controls, we:

-

conducted a review of large or unusual items, and transactions outwith the normal course of business;

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

considered the possibility of undisclosed related party transactions;

-

tested journal entries to identify unusual transactions;

-

assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-

investigated the rationale behind significant or unusual transactions.

To address the risk of fraud through revenue recognition we:

-

conducted audit procedures to confirm that it was being recognised in line with the accounting policy; and

-

carried out substantive procedures to confirm the accuracy of completion and cut-off.

In response to the risk of irregularities and non-compliance with laws and regulations we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

enquiring of management as to actual and potential litigation and claims; and

-

reviewing correspondence with HMRC, relevant regulators and the group's legal advisers.

There are inherent limitations in our audit procedures described above. The more removed the laws and regulations are from financial statements, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Karen E Gardiner BA CA CTA (Senior Statutory Auditor)

for and on behalf of Bain Henry Reid

Statutory Auditors

Chartered Accountants

4 West Craibstone Street

Bon-Accord Square

ABERDEEN

AB11 6YL

30 December 2025

TURNOVER

3

18,068,325

13,287,307

Cost of sales

16,023,791

11,811,167

GROSS PROFIT

2,044,534

1,476,140

Administrative expenses

4,561,738

2,147,422

(2,517,204

)

(671,282

)

Other operating income

69,552

43,584

OPERATING LOSS

5

(2,447,652

)

(627,698

)

Income from other participating interests

56,250

56,250

Interest receivable and similar income

8,555

-

64,805

56,250

(2,382,847

)

(571,448

)

Interest payable and similar expenses

7

337,660

312,355

LOSS BEFORE TAXATION

(2,720,507

)

(883,803

)

Tax on loss

8

(604,991

)

(213,450

)

LOSS FOR THE FINANCIAL YEAR

(2,115,516

)

(670,353

)

Loss attributable to:

Owners of the parent

(1,552,097

)

(502,373

)

Non-controlling interests

(563,419

)

(167,980

)

(2,115,516

)

(670,353

)

LOSS FOR THE YEAR

(2,115,516

)

(670,353

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(2,115,516

)

(670,353

)

Total comprehensive income attributable to:

Owners of the parent

(1,552,097

)

(502,373

)

Non-controlling interests

(563,419

)

(167,980

)

(2,115,516

)

(670,353

)

FIXED ASSETS

Tangible assets

11

2,339,106

2,165,508

Investments

12

5,547

5,547

Investment property

13

2,168,000

2,916,000

4,512,653

5,087,055

CURRENT ASSETS

Stocks

14

21,014,721

22,885,347

Debtors

15

2,116,470

1,548,579

Cash at bank and in hand

281,087

707,945

23,412,278

25,141,871

CREDITORS

Amounts falling due within one year

16

22,346,704

21,603,836

NET CURRENT ASSETS

1,065,574

3,538,035

TOTAL ASSETS LESS CURRENT LIABILITIES

5,578,227

8,625,090

CREDITORS

Amounts falling due after more than one year

17

2,185,095

2,915,942

NET ASSETS

3,393,132

5,709,148

CAPITAL AND RESERVES

Called up share capital

22

1,336

1,336

Share premium

23

3,634,725

3,634,725

Retained earnings

23

(1,569,873

)

182,724

SHAREHOLDERS' FUNDS

2,066,188

3,818,785

NON-CONTROLLING INTERESTS

1,326,944

1,890,363

TOTAL EQUITY

3,393,132

5,709,148

The financial statements were approved by the Board of Directors and authorised for issue on 30 December 2025 and were signed on its behalf by:

Mr J B Smith Jnr - Director

FIXED ASSETS

Tangible assets

11

1,622

2,638

Investments

12

4,627,781

4,627,781

Investment property

13

-

-

4,629,403

4,630,419

CURRENT ASSETS

Debtors

15

1,814,610

2,220,935

Cash at bank

54,810

14,935

1,869,420

2,235,870

CREDITORS

Amounts falling due within one year

16

1,890,917

2,287,113

NET CURRENT LIABILITIES

(21,497

)

(51,243

)

TOTAL ASSETS LESS CURRENT LIABILITIES

4,607,906

4,579,176

PROVISIONS FOR LIABILITIES

21

-

501

NET ASSETS

4,607,906

4,578,675

CAPITAL AND RESERVES

Called up share capital

22

1,336

1,336

Share premium

23

3,380,838

3,380,838

Retained earnings

23

1,225,732

1,196,501

SHAREHOLDERS' FUNDS

4,607,906

4,578,675

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

147,231

(74,725

)

The financial statements were approved by the Board of Directors and authorised for issue on 30 December 2025 and were signed on its behalf by:

Mr J B Smith Jnr - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2023

1,336

785,097

3,634,725

Changes in equity

Dividends

-

(100,000

)

-

Total comprehensive income

-

(502,373

)

-

Balance at 31 December 2023

1,336

182,724

3,634,725

Changes in equity

Dividends

-

(200,500

)

-

Total comprehensive income

-

(1,552,097

)

-

Balance at 31 December 2024

1,336

(1,569,873

)

3,634,725

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 January 2023

4,421,158

2,058,343

6,479,501

Changes in equity

Dividends

(100,000

)

-

(100,000

)

Total comprehensive income

(502,373

)

(167,980

)

(670,353

)

Balance at 31 December 2023

3,818,785

1,890,363

5,709,148

Changes in equity

Dividends

(200,500

)

-

(200,500

)

Total comprehensive income

(1,552,097

)

(563,419

)

(2,115,516

)

Balance at 31 December 2024

2,066,188

1,326,944

3,393,132

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2023

1,336

1,371,226

3,380,838

4,753,400

Changes in equity

Dividends

-

(100,000

)

-

(100,000

)

Total comprehensive income

-

(74,725

)

-

(74,725

)

Balance at 31 December 2023

1,336

1,196,501

3,380,838

4,578,675

Changes in equity

Dividends

-

(118,000

)

-

(118,000

)

Total comprehensive income

-

147,231

-

147,231

Balance at 31 December 2024

1,336

1,225,732

3,380,838

4,607,906

Cash flows from operating activities

Cash generated from operations

1

1,904,862

(3,263,524

)

Interest paid

(315,519

)

(296,761

)

Interest element of hire purchase payments paid

(22,141

)

(15,594

)

Tax paid

-

(27,225

)

Net cash from operating activities

1,567,202

(3,603,104

)

Cash flows from investing activities

Purchase of tangible fixed assets

(602,204

)

(312,243

)

Sale of tangible fixed assets

27,134

44,768

Sale of investment property

399,052

-

Interest received

8,555

-

Dividends received

56,250

56,250

Net cash from investing activities

(111,213

)

(211,225

)

Cash flows from financing activities

New loans in year net of repayments

(1,710,879

)

6,229,084

New finance leases net of repayments

48,022

(160,537

)

Amount introduced by directors

510

47,570

Amount withdrawn by directors

(20,000

)

(2,135,858

)

Equity dividends paid

(200,500

)

(100,000

)

Net cash from financing activities

(1,882,847

)

3,880,259

(Decrease)/increase in cash and cash equivalents

(426,858

)

65,930

Cash and cash equivalents at beginning of year

2

707,945

642,015

Cash and cash equivalents at end of year

2

281,087

707,945

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

2024

2023

£

£

Loss before taxation

(2,720,507

)

(883,803

)

Depreciation charges

395,186

383,099

Profit on disposal of fixed assets

(44,766

)

(13,233

)

Loss on revaluation of fixed assets

400,000

-

Exceptional items - non cash

1,923,150

-

Finance costs

337,660

312,355

Finance income

(64,805

)

(56,250

)

225,918

(257,832

)

Increase in stocks

(52,524

)

(3,440,170

)

Decrease in trade and other debtors

71,590

84,742

Increase in trade and other creditors

1,659,878

349,736

Cash generated from operations

1,904,862

(3,263,524

)

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

281,087

707,945

Year ended 31 December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

707,945

642,015

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

707,945

(426,858

)

281,087

707,945

(426,858

)

281,087

Debt

Finance leases

(538,517

)

(48,022

)

(586,539

)

Debts falling due within 1 year

(6,953,550

)

624,208

(6,329,342

)

Debts falling due after 1 year

(2,336,169

)

643,671

(1,692,498

)

(9,828,236

)

1,219,857

(8,608,379

)

Total

(9,120,291

)

792,999

(8,327,292

)