REGISTERED NUMBER: 00894901 (England and Wales)

Strategic Report,

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2025

for

John A Stephens Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

J A Taylor

S P Long

D W Monks

P Long

P J Stephens

SECRETARY:

Mrs S P Westwood

REGISTERED OFFICE:

Castle Meadow Road

Nottingham

NG2 1AG

REGISTERED NUMBER:

00894901 (England and Wales)

AUDITORS:

Wright Vigar Limited

Statutory Auditors

Chartered Accountants & Business Advisers

Alexandra House

43 Alexandra St

Nottingham

Nottinghamshire

NG5 1AY

Business review and future plans

The year under review showed an expected increase in turnover over the prior year. The uncertainty which shrouded the prior year economic outlook and rising material prices appears to have stabilised and a welcome increase in trade has been the result.

The Board has continued to prioritise customer service and high stock levels and so has maintained its high staffing position, as opposed to reducing staff numbers, whilst also expanding on the staff incentives.

The company maintains its position as one of the leading independent merchants in the Midlands area.

Liquidity and solvency ratios for the period continue to reflect the strong financial position that the company maintains.

The company has continued to make significant investments in its new fleet during the year and the Board expect to see the benefit of this in the coming years.

Analysis of key performance indicators

The Board looks at turnover, margins and profitability when monitoring business performance.

Turnover increased by 5.9%, with gross profit margins remaining consistent with the previous year. It is pleasing that after last years loss, the company has returned to a profit position this year.

The Board also considers key statement of financial position areas in order to understand the financial position of the company.

Net current assets have decreased slightly in the year, which is largely the result of capital expenditure to modernise the fleet.. The Board is satisfied that the key statement of financial position sections remain strong, in particular cash at bank. The Board is satisfied that the company can continue to pay its debts as they fall due for the foreseeable future.

Principal risks and uncertainties

The directors consider the principal financial risks to which the company is exposed are a decline in market share and the timing of a recovery in the house building and construction industries. These industries are affected by governmental policies and these are also likely to impact on the results of the company.

The directors' management of the former risk has involved the monitoring of both supplier and competitor prices and the development of the company's selling outlets.

The company is not significantly exposed to credit risks, given the cash based nature of its operations. In relation to trade customers, the company is exposed to the usual credit risk and cash flow risk associated with its business and manages this through tight credit control procedures.

ON BEHALF OF THE BOARD:

P J Stephens - Director

4 September 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a builders merchant.

DIVIDENDS

No interim dividends were paid during the year ended 31 December 2025.

The directors recommend final dividends per share as follows:

Ordinary £1 shares

72

Preference £1 shares

NIL

The total distribution of dividends for the year ended 31 December 2025 will be £ 166,600 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

J A Taylor

S P Long

D W Monks

P Long

P J Stephens

PROFESSIONAL INDEMNITY INSURANCE

The company takes out indemnity insurance on behalf of the directors.

DISCLOSURE IN THE STRATEGIC REPORT

The directors have prepared a review of the business, together with a summary of the principal risks and uncertainties affecting the company, and these are detailed within the Strategic Report. The report includes an explanation of the company's financial risk management policies.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 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 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 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 company'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 company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

P J Stephens - Director

4 September 2026

Opinion

We have audited the financial statements of John A Stephens Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and 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 company's affairs as at 31 December 2025 and of its 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 company 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 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 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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 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 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.

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:

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.

Our approach included obtaining an understanding of the legal and regulatory frameworks that are applicable to the

company and we determined those that are most significant. Based on the results of our risk assessment we designed audit procedures to identify non-compliance with such laws and regulations. The specific procedures included enquiry of management and those charged with governance around actual and potential litigation and claims.

In addition, and based on the results of our risk assessment we designed audit procedures to identify and address

material misstatements in relation to fraud. Specifically we considered the risk of fraud through management override

that may lead to a misappropriation of assets or inappropriate financial reporting. In response, we performed audit work over the risk of management override of controls, including testing journal entries and other adjustments for

appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for 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 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.

Kevin Shaw BSc FCA (Senior Statutory Auditor)

for and on behalf of Wright Vigar Limited

Statutory Auditors

Chartered Accountants & Business Advisers

Alexandra House

43 Alexandra St

Nottingham

Nottinghamshire

NG5 1AY

4 September 2026

TURNOVER

3

25,547,278

24,114,442

Cost of sales

17,891,273

17,171,071

GROSS PROFIT

7,656,005

6,943,371

Administrative expenses

8,064,170

8,305,375

(408,165

)

(1,362,004

)

Other operating income

321,308

241,142

OPERATING LOSS

5

(86,857

)

(1,120,862

)

Interest receivable and similar income

152,202

215,947

PROFIT/(LOSS) BEFORE TAXATION

65,345

(904,915

)

Tax on profit/(loss)

6

(6,120

)

(222,560

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

71,465

(682,355

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

71,465

(682,355

)

FIXED ASSETS

Intangible assets

8

5,856

8,784

Tangible assets

9

3,561,756

3,055,496

Investments

10

2,153,227

1,955,070

5,720,839

5,019,350

CURRENT ASSETS

Stocks

11

2,414,407

2,498,843

Debtors

12

6,743,336

6,306,190

Cash at bank and in hand

2,463,352

3,464,662

11,621,095

12,269,695

CREDITORS

Amounts falling due within one year

13

2,056,135

1,908,111

NET CURRENT ASSETS

9,564,960

10,361,584

TOTAL ASSETS LESS CURRENT LIABILITIES

15,285,799

15,380,934

CAPITAL AND RESERVES

Called up share capital

15

42,000

42,000

Retained earnings

16

15,243,799

15,338,934

SHAREHOLDERS' FUNDS

15,285,799

15,380,934

The financial statements were approved by the Board of Directors and authorised for issue on 4 September 2026 and were signed on its behalf by:

P J Stephens - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

42,000

16,183,289

16,225,289

Changes in equity

Dividends

-

(162,000

)

(162,000

)

Total comprehensive income

-

(682,355

)

(682,355

)

Balance at 31 December 2024

42,000

15,338,934

15,380,934

Changes in equity

Dividends

-

(166,600

)

(166,600

)

Total comprehensive income

-

71,465

71,465

Balance at 31 December 2025

42,000

15,243,799

15,285,799

1.	STATUTORY INFORMATION

John A Stephens 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 Company 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 financial statements are prepared in sterling which is the functional currency of the entity rounded to the nearest £.

Financial Reporting Standard 102 - reduced disclosure exemptions

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

•

the requirements of Section 7 Statement of Cash Flows.

as it is a wholly owned subsidiary of a company preparing publicly available consolidated accounts that incorporate these results.

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.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements:

Stock valuations and the recoverability of trade assets. These involve judgements as to the extent to which provisions are required to account for the risk of irrecoverability or obsolescence.

Tangible fixed assets require the estimation of the useful economic lives of assets and are based on management's judgment and experience. When management identifies that actual useful economic lives differ materially from the estimates used to calculate depreciation, that charge is adjusted prospectively.

Turnover

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

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.

Patents and licences are being amortised evenly over their estimated useful life of five years.

Computer software is being amortised evenly over its estimated useful life of five years.

Tangible fixed assets

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

Plant and machinery

-

20% on reducing balance

Fixtures and fittings

-

15% on reducing balance

Motor vehicles

-

25% on reducing balance

Computer equipment

-

25% straight line

Tangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated depreciation and impairment losses.

If there is an indication that there has been significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates.

Stocks

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

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where It is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets or either assessed individually or grouped on the basis of similar credit risk characteristics.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Fixed asset investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses. Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

3.

TURNOVER

The turnover and profit (2024 - loss) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

25,547,278

24,114,442

25,547,278

24,114,442

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

4,393,587

4,350,260

Social security costs

522,808

479,347

Other pension costs

275,911

303,481

5,192,306

5,133,088

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

2025

2024

Management, shopfloor and warehouse

104

105

2025

2024

£

£

Directors' remuneration

384,135

375,960

Directors' pension contributions to money purchase schemes

28,268

24,235

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

5

5

Information regarding the highest paid director is as follows:

2025

2024

£

£

Emoluments etc

132,835

136,000

Pension contributions to money purchase schemes

9,100

12,400

5.	OPERATING LOSS

The operating loss is stated after charging/(crediting):

2025

2024

£

£

Hire of plant and machinery

349,839

349,183

Depreciation - owned assets

445,594

376,076

Loss/(profit) on disposal of fixed assets

5,463

(92,308

)

Computer software amortisation

2,928

2,928

Auditors' remuneration

39,895

40,000

6.

TAXATION

Analysis of the tax credit

The tax credit on the profit for the year was as follows:

2025

2024

£

£

Deferred tax

(6,120

)

(222,560

)

Tax on profit/(loss)

(6,120

)

(222,560

)

Reconciliation of total tax credit included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit/(loss) before tax

65,345

(904,915

)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

16,336

(226,229

)

Effects of:

Expenses not deductible for tax purposes

1,873

7,426

Capital allowances in excess of depreciation

(146,780

)

-

Depreciation in excess of capital allowances

-

26,257

Fair value adjustment

(43,711

)

(25,933

)

Origination and reversal of timing differences

(6

)

3,544

(Gain)/loss on sale of investment

7,193

18,631

Tax losses carried forward

158,975

(26,256

)

Total tax credit

(6,120

)

(222,560

)

7.

DIVIDENDS

2025

2024

£

£

Ordinary shares of £1 each

Final

166,600

162,000

8.	INTANGIBLE FIXED ASSETS

Patents

and

Computer

licences

software

Totals

£

£

£

COST

At 1 January 2025

and 31 December 2025

13,184

14,640

27,824

AMORTISATION

At 1 January 2025

13,184

5,856

19,040

Amortisation for year

-

2,928

2,928

At 31 December 2025

13,184

8,784

21,968

NET BOOK VALUE

At 31 December 2025

-

5,856

5,856

At 31 December 2024

-

8,784

8,784

9.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Motor

Computer

machinery

fittings

vehicles

equipment

Totals

£

£

£

£

£

COST

At 1 January 2025

3,642,639

734,468

2,533,952

522,692

7,433,751

Additions

130,050

1,780

861,355

1,727

994,912

Disposals

(41,295

)

-

(202,750

)

-

(244,045

)

At 31 December 2025

3,731,394

736,248

3,192,557

524,419

8,184,618

DEPRECIATION

At 1 January 2025

1,316,340

640,173

1,911,002

510,740

4,378,255

Charge for year

281,371

14,402

143,225

6,596

445,594

Eliminated on disposal

(34,367

)

-

(166,620

)

-

(200,987

)

At 31 December 2025

1,563,344

654,575

1,887,607

517,336

4,622,862

NET BOOK VALUE

At 31 December 2025

2,168,050

81,673

1,304,950

7,083

3,561,756

At 31 December 2024

2,326,299

94,295

622,950

11,952

3,055,496

10.	FIXED ASSET INVESTMENTS

Listed

investments

£

COST

At 1 January 2025

1,955,070

Additions

252,375

Disposals

(229,060

)

Exchange differences

174,842

At 31 December 2025

2,153,227

NET BOOK VALUE

At 31 December 2025

2,153,227

At 31 December 2024

1,955,070