REGISTERED NUMBER: 08405320 (England and Wales)

C.S. ELLIS (HOLDINGS) LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

to

6

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Statement of Financial Position

9

Company Statement of Financial Position

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Statement of Cash Flows

13

Notes to the Consolidated Statement of Cash Flows

14

Notes to the Consolidated Financial Statements

15

to

30

DIRECTORS:

D J Clarke

Ms H E Cook

C S Ellis

T C Ellis

SECRETARY:

C S Ellis

REGISTERED OFFICE:

Wireless Hill

South Luffenham

Oakham

Rutland

LE15 8NF

REGISTERED NUMBER:

08405320 (England and Wales)

AUDITORS:

Duncan & Toplis Audit Limited, Statutory Auditor

Enterprise Way

Pinchbeck

Spalding

Lincolnshire

PE11 3YR

The directors present their strategic report of the company and the group for the year ended 30 June 2025.

REVIEW OF BUSINESS

The Directors are pleased to present a good set of results delivered in another year of change.

At the turn of the calendar year two of the businesses were renamed, ‘C S Ellis (Group) Limited’ to ‘C S Ellis Logistics Limited’ and ‘Rutland Water Garden Nursery Limited’ to ‘Rutland Nursery Limited’. Both changes were to align the company names with the trading names, branding and overall identities of the respective businesses.

Furthermore, the Directors would like to announce the creation of a new group company, Ellis Cook Limited. Ellis Cook was put in place at the end of the year, sitting between C S Ellis (Holdings) Limited and the trading companies and will bring all the business together under one shared vision, to build a strong, forward-looking organisation that prospers well beyond 100 years from its beginnings in 1933.

The year itself saw differing results across the differing businesses. C S Ellis Logistics Limited had an excellent set of results reflecting growth in its customer base. Meanwhile Versatile Venues Limited and Rutland Nursery Limited have both continued to expand operations, investing in new assets and people which has put pressure on profitability in the short term.

The consolidated picture reflects the advancement of the group, with turnover increasing from £26.6m to £31.3m. Overall gross profit margins have dipped slightly from 27.1% to 26.5%, with profit before tax dipping from £823k to £692k.

PRINCIPAL RISKS AND UNCERTAINTIES

The Directors have assessed the main risks facing the group as the adherence to best health and safety practices, recruiting and retaining staff and also balancing the continuing inflationary, wage and tax increases along with charging a fair, competitive price to customers. These have all been reviewed and carefully managed by the management, facilities and HR teams.

ON BEHALF OF THE BOARD:

C S Ellis - Director

30 December 2025

The directors present their report with the financial statements of the company and the group for the year ended 30 June 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the haulage and storage of goods.

DIVIDENDS

Interim dividends amounting to £330,000 (2024 - £390,000) were paid during the year June 2025.

DIRECTORS

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

D J Clarke

Ms H E Cook

C S Ellis

T C Ellis

GOING CONCERN

The Directors consider that the Group has adequate resources to continue in operational existence for the foreseeable future. Cash has remained in a good position throughout the year and forecasts demonstrate there is sufficient headroom to continue operating for at least one year from approval of the financial statements.

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, Duncan & Toplis Audit Limited, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

C S Ellis - Director

30 December 2025

Opinion

We have audited the financial statements of C.S. Ellis (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 30 June 2025 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 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:

We have identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, knowledge of the sector, a review of regulatory and legal correspondence and through discussions with directors and other management obtained as part of the work required by auditing standards. We have also discussed with the directors and other management the policies and procedures relating to compliance with laws and regulations. We communicated laws and regulations throughout the team and remained alert to any indications of non-compliance throughout the audit.

The potential impact of different laws and regulations varies considerably. Firstly, the company is subject to laws and regulations that directly impact the financial statements (for example financial reporting legislation) and we have assessed the extent of compliance with such laws and regulations as part of our financial statements audit. This included the identification and testing of unusual material journal entries and challenging management on key areas of uncertainty being the estimates, assumptions and judgements made in the preparation of the financial statements. These key areas of uncertainty are disclosed in the accounting policies.

Secondly, the company is subject to other laws and regulations where the consequence for non-compliance could have a material effect on the amounts or disclosures in the financial statements. We identified the following areas as those most likely to have such an effect: Health and Safety regulations, Employment law and Environmental regulations. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection. Through these procedures, if we became aware of any non-compliance, we considered the impact on the procedures performed on the related financial statements items.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. As with any audit, there is a greater risk of non-detection of irregularities as these may involve collusion, intentional omissions or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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.

Alistair Main FCA (Senior Statutory Auditor)

for and on behalf of Duncan & Toplis Audit Limited, Statutory Auditor

Enterprise Way

Pinchbeck

Spalding

Lincolnshire

PE11 3YR

30 December 2025

TURNOVER

31,339,283

26,586,184

Cost of sales

23,043,107

19,371,959

GROSS PROFIT

8,296,176

7,214,225

Administrative expenses

7,361,474

6,378,320

OPERATING PROFIT

4

934,702

835,905

Income from fixed asset investments

16,241

6,767

950,943

842,672

Gain/loss on revaluation of investments

-

212,100

950,943

1,054,772

Interest payable and similar expenses

5

258,454

231,782

PROFIT BEFORE TAXATION

692,489

822,990

Tax on profit

6

(140,933

)

224,175

PROFIT FOR THE FINANCIAL YEAR

833,422

598,815

Profit attributable to:

Owners of the parent

829,869

589,643

Non-controlling interests

3,553

9,172

833,422

598,815

PROFIT FOR THE YEAR

833,422

598,815

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

833,422

598,815

Total comprehensive income attributable to:

Owners of the parent

829,869

589,643

Non-controlling interests

3,553

9,172

833,422

598,815

FIXED ASSETS

Intangible assets

9

151,141

194,327

Tangible assets

10

15,913,952

15,843,741

Investments

11

741,059

741,059

Investment property

12

3,182,927

3,205,985

19,989,079

19,985,112

CURRENT ASSETS

Stocks

13

697,864

695,038

Debtors

14

5,691,071

6,097,194

Cash at bank and in hand

505,127

787,260

6,894,062

7,579,492

CREDITORS

Amounts falling due within one year

15

5,790,235

6,590,288

NET CURRENT ASSETS

1,103,827

989,204

TOTAL ASSETS LESS CURRENT LIABILITIES

21,092,906

20,974,316

CREDITORS

Amounts falling due after more than one year

16

(4,207,401

)

(4,556,075

)

PROVISIONS FOR LIABILITIES

20

(1,806,728

)

(1,833,822

)

NET ASSETS

15,078,777

14,584,419

CAPITAL AND RESERVES

Called up share capital

21

12,780

12,780

Revaluation reserve

22

337,516

337,516

Capital redemption reserve

22

3,043

3,043

Retained earnings

22

14,721,885

14,222,016

SHAREHOLDERS' FUNDS

15,075,224

14,575,355

NON-CONTROLLING INTERESTS

3,553

9,064

TOTAL EQUITY

15,078,777

14,584,419

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:

C S Ellis - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

152,875

177,653

Investments

11

966,616

966,588

Investment property

12

12,339,443

12,362,501

13,458,934

13,506,742

CURRENT ASSETS

Debtors

14

5,125,886

4,866,131

Cash at bank and in hand

14,749

253,160

5,140,635

5,119,291

CREDITORS

Amounts falling due within one year

15

738,633

690,030

NET CURRENT ASSETS

4,402,002

4,429,261

TOTAL ASSETS LESS CURRENT LIABILITIES

17,860,936

17,936,003

CREDITORS

Amounts falling due after more than one year

16

(2,632,092

)

(2,909,396

)

PROVISIONS FOR LIABILITIES

20

(757,027

)

(897,958

)

NET ASSETS

14,471,817

14,128,649

CAPITAL AND RESERVES

Called up share capital

21

12,780

12,780

Retained earnings

22

14,459,037

14,115,869

SHAREHOLDERS' FUNDS

14,471,817

14,128,649

Company's profit for the financial year

673,168

1,537,072

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:

C S Ellis - Director

Called up

share

Retained

Revaluation

capital

earnings

reserve

£

£

£

Balance at 1 July 2023

12,780

14,022,373

337,516

Changes in equity

Dividends

-

(390,000

)

-

Total comprehensive income

-

589,643

-

Balance at 30 June 2024

12,780

14,222,016

337,516

Changes in equity

Dividends

-

(330,000

)

-

Total comprehensive income

-

829,869

-

Balance at 30 June 2025

12,780

14,721,885

337,516

Capital

redemption

Non-controlling

Total

reserve

Total

interests

equity

£

£

£

£

Balance at 1 July 2023

3,043

14,375,712

14,892

14,390,604

Changes in equity

Dividends

-

(390,000

)

(15,000

)

(405,000

)

Total comprehensive income

-

589,643

9,172

598,815

Balance at 30 June 2024

3,043

14,575,355

9,064

14,584,419

Changes in equity

Dividends

-

(330,000

)

(15,000

)

(345,000

)

Total comprehensive income

-

829,869

3,553

833,422

Balance at 30 June 2025

3,043

15,075,224

(2,383

)

15,072,841

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 July 2023

12,780

12,968,797

12,981,577

Changes in equity

Dividends

-

(390,000

)

(390,000

)

Total comprehensive income

-

1,537,072

1,537,072

Balance at 30 June 2024

12,780

14,115,869

14,128,649

Changes in equity

Dividends

-

(330,000

)

(330,000

)

Total comprehensive income

-

673,168

673,168

Balance at 30 June 2025

12,780

14,459,037

14,471,817

Cash flows from operating activities

Cash generated from operations

1

3,220,690

1,029,994

Interest paid

(178,761

)

(177,726

)

Interest element of hire purchase payments paid

(79,693

)

(54,056

)

Tax paid

(111,240

)

(102,637

)

Net cash from operating activities

2,850,996

695,575

Cash flows from investing activities

Purchase of tangible fixed assets

(2,136,351

)

(3,023,525

)

Purchase of investment property

-

(451,500

)

Sale of tangible fixed assets

604,757

151,007

Sale of investment property

-

1,400,000

Dividends received

16,241

6,767

Net cash from investing activities

(1,515,353

)

(1,917,251

)

Cash flows from financing activities

New loans in year

-

1,500,000

Loan repayments in year

(1,272,520

)

(798,596

)

Capital repayments in year

(181,470

)

(548,120

)

Amount introduced by directors

172,587

-

Amount withdrawn by directors

(6,373

)

(192,344

)

New HP

-

1,636,530

Equity dividends paid

(330,000

)

(390,000

)

Net cash from financing activities

(1,617,776

)

1,207,470

Decrease in cash and cash equivalents

(282,133

)

(14,206

)

Cash and cash equivalents at beginning of year

2

787,260

801,466

Cash and cash equivalents at end of year

2

505,127

787,260

1.	RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit for the financial year

833,422

598,815

Depreciation charges

1,852,075

1,700,164

Profit on disposal of fixed assets

(324,448

)

(66,607

)

Gain on revaluation of fixed assets

-

(212,100

)

Amortisation

43,186

43,186

Finance costs

258,454

231,782

Finance income

(16,241

)

(6,767

)

Taxation

(140,933

)

224,175

2,505,515

2,512,648

Increase in stocks

(2,826

)

(254,543

)

Decrease/(increase) in trade and other debtors

370,763

(968,569

)

Increase/(decrease) in trade and other creditors

347,238

(259,542

)

Cash generated from operations

3,220,690

1,029,994

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 30 June 2025

30.6.25

1.7.24

£

£

Cash and cash equivalents

505,127

787,260

Year ended 30 June 2024

30.6.24

1.7.23

£

£

Cash and cash equivalents

787,260

801,466

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.7.24

Cash flow

At 30.6.25

£

£

£

Net cash

Cash at bank and in hand

787,260

(282,133

)

505,127

787,260

(282,133

)

505,127

Debt

Finance leases

(2,576,064

)

181,470

(2,394,594

)

Debts falling due within 1 year

(1,278,324

)

1,008,627

(269,697

)

Debts falling due after 1 year

(2,812,026

)

244,848

(2,567,178

)

(6,666,414

)

1,434,945

(5,231,469

)

Total

(5,879,154

)

1,152,812

(4,726,342

)

1.	STATUTORY INFORMATION

C.S. Ellis (Holdings) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The Directors consider that the Group has adequate resources to continue in operational existence for the foreseeable future. Cash has remained in a good position throughout the year and forecasts demonstrate there is sufficient headroom to continue operating for at least one year from approval of the financial statements.

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Critical accounting judgements and key sources of estimation uncertainty

The Group and Parent Company make estimates and assumptions concerning the future. The Directors are also required to exercise judgement in the process of applying the Group's accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

In preparing these financial statements, the Directors have made the following judgements:

Property valuation

The Directors make judgements with regards to the market value of the property held for investment. A combination of factors are considered in determining this value including property yields, relevant price indices and levels of economic uncertainty, alongside application of the Directors industry knowledge. The proportion of the mixed use property is calculated based on estimated floor space.

Other sources of estimation uncertainty are as follows:

- Insurance provisions are based on amounts expected to be paid out in respect of insurance claims

- Bad debt provision is reviewed on a client by client basis and estimated based on the likelihood of debt being recovered.

- Depreciation and amortisation rates are based on estimates of the useful economic lives and residual values of the assets involved.