REGISTERED NUMBER: 09521268 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

HUGH RICE HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

12

Consolidated Balance Sheet

13

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Cash Flow Statement

17

Notes to the Consolidated Cash Flow Statement

18

Notes to the Consolidated Financial Statements

20

DIRECTORS:

Mrs S J Rice

P J Rice

M Rice

J P Rice

Mrs D T Rice

REGISTERED OFFICE:

Unit 5-6 St Stephens Shopping Centre

Ferensway

Hull

HU2 8LN

REGISTERED NUMBER:

09521268 (England and Wales)

AUDITORS:

Sowerby

Chartered Accountants and Statutory Auditors

Beckside Court

Annie Reed Road

Beverley

East Yorkshire

HU17 0LF

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

REVIEW OF BUSINESS

The principle activity of the business continues to be that of a holding company investing in subsidiaries whose principle activities are that of an omnichannel fashion and luxury jewellery retailer, manufacturer and service centre.

The Hugh Rice brand originates back to 1971, with branches in Hull and Beverley along with significant major brand relationships. The business is a multiple industry award winner.

This executive summary provides a concise overview of the statutory accounts for Hugh Rice for the fiscal year ending December 2025. The statutory accounts present a comprehensive picture of the company's financial performance and position, adhering to the relevant accounting standards and regulations.

During the fiscal year, the business achieved £12.5m of revenue (2024: £13.7m), a 9.0% decrease compared to the previous year, reflecting the planned closure of the Harrogate and Beverley Hugh Rice locations. On a continuing operations basis, revenue was £12.2m (2024: £12.8m), a decrease of 4.4%. Gross profit margin remained resilient at 33.7% (2024: 34.3%), reflecting effective cost management and pricing strategies.

During the year, the company closed it's Beverley Hugh Rice location and the directors made a strategic decision to realign the company's jewellery and Swiss watch sales operations into its principal location in Hull. This decision reflects the company's ongoing commitment to strengthening its core retail presence while maintaining focus on operational efficiency and customer experience in its most established markets.

The group ended the year with strong liquidity and cash headroom of £0.7m.

The company uses adjusted EBITDA to reflect the underlying profitability of the group to account for non-recurring costs and continuing operations. EBITDA was £0.6m. The Directors are delighted with the results.

In conclusion, the statutory accounts demonstrate a strong financial performance. The company's financial forecasts show the company is expected to continue to make profit and generate positive cashflows, giving the company the ability to continue to operate for the foreseeable future.

Based on these facts and the current financial position, forecasts and cash flows of the company, the directors have concluded it is appropriate for the financial statements to be prepared on a going concern basis.

The group's key financial performance indicators during the year were as follows:

2025

2024

£

£

Gross profit on continuing operation

4,138,520

4,417,684

Profit (loss) on continuing ordinary activities before taxation, interest, depreciation and government grants

601,010

702,275

PRINCIPAL RISKS AND UNCERTAINTIES

The key business risks and uncertainties affecting the company are common with those of all other retail companies in the UK, mainly that uncertainty remains around consumer behaviour and the effect of a cost-of-living crisis upon such behaviour, despite little evidence yet of demand from our target markets slowing. There is no expectation of a return to previous extremely low interest rates.

In managing the business, the directors have established controls to enable them to respond to and mitigate the impact of such risks.

FINANCIAL KEY PERFORMANCE

The management of the company use key performance indicators to measure and monitor the financial well-being of the business. These measures include analysis of sales coverage and growth, variance analysis of sales revenues and margins against targets, along with other key ratios.

EMPLOYEES

We pride ourselves on professional development with all new sales colleagues starting with us enrolling on the National association of jewellers JET (Jewellery education and training) programme and colleagues joining in other areas of the business enrolling in courses more specific to their department such as CIPS (chartered institute of procurement and supply) programmes for our members of the procurement team.

FINANCIAL RISK MANAGEMENT

The company's operations expose it to the effects of changes in foreign exchange, interest rates, and metal prices. These are monitored to allow scenario planning to mitigate and minimise risk.

ON BEHALF OF THE BOARD:

P J Rice - Director

27 July 2026

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of a holding company investing in subsidiaries whose principle activities are that of an omnichannel fashion and luxury jewellery retailer, manufacturer and service centre.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

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

Mrs S J Rice

P J Rice

M Rice

J P Rice

Mrs D T Rice

Ms D Rice

Other changes in directors holding office are as follows:

Ms D Rice ceased to be a director after 31 December 2025 but prior to the date of this report.

The company has made qualifying third party indemnity provisions for the benefit of its directors. These provisions remain in force at the reporting date.

POLITICAL DONATIONS AND EXPENDITURE

Charitable donations of £15,498 have been made in the year with the largest of these donations being to Hey Smile and the British School of Watchmaking.

DISCLOSURE IN THE STRATEGIC REPORT

The group has chosen to set out in the group's strategic report information required to be contained in the director's report. It has done so in respect of future developments and financial risk management.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he 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.

ON BEHALF OF THE BOARD:

P J Rice - Director

27 July 2026

Opinion

We have audited the financial statements of Hugh Rice Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 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 2025 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 pages four and five, 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:

The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

The primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

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

- the nature of the industry and sector, control environment and business performance;

- we also obtained an understanding of the legal and regulatory frameworks that the company operates in and determined that the most significant are those that relate to the reporting framework, FRS 102, the Companies Act 2006 and the relevant tax laws and regulations in the UK. In addition, we concluded that there are certain significant laws and regulations which may have an effect on the determination of the amounts and disclosures in the financial statements, relating in majority to general health and safety, quality control and employee matters;

- we reviewed results of our enquiries of management about their own identification and assessment of the risks of irregularities; and assessed how the entity identifies, evaluates and complies with laws and regulations and whether management were aware of any instances of non-compliance. We corroborated our enquiries through our review of board minutes and consideration of the results of our audit procedures across the company;

- we also considered how the entity detects and responds to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud, and;

- we considered the controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how management monitors those controls

- the internal controls established to mitigate risks of non-compliance with laws and regulations were also investigated.

- we also considered the existence of performance targets and their potential influence on management to manage earnings.

- where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk.

These procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error.

We reviewed financial statement disclosures and performed testing to supporting documentation to assess compliance with applicable laws and regulations.

We also tested the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. There was a focus on manual journals and journals indicating large or unusual transactions; enquiries of company management; and challenging the assumptions and judgements made by management by reviewing third party evidence wherever possible.

The results of our procedures did not identify any instances or irregularities, including fraud.

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.

Richard Skewis FCCA (Senior Statutory Auditor)

for and on behalf of Sowerby

Chartered Accountants and Statutory Auditors

Beckside Court

Annie Reed Road

Beverley

East Yorkshire

HU17 0LF

27 July 2026

TURNOVER

3

12,235,038

216,673

12,451,711

Cost of sales

(8,096,518

)

(158,243

)

(8,254,761

)

GROSS PROFIT

4,138,520

58,430

4,196,950

Administrative expenses

(4,282,858

)

(102,705

)

(4,385,563

)

OPERATING LOSS

5

(144,338

)

(44,275

)

(188,613

)

Interest payable and similar expenses

6

(449,512

)

-

(449,512

)

LOSS BEFORE TAXATION

(593,850

)

(44,275

)

(638,125

)

Tax on loss

7

(45,778

)

-

(45,778

)

LOSS FOR THE FINANCIAL YEAR

(639,628

)

(44,275

)

(683,903

)

Loss attributable to:

Owners of the parent

(683,903

)

TURNOVER

3

12,798,580

887,995

13,686,575

Cost of sales

(8,380,896

)

(603,752

)

(8,984,648

)

GROSS PROFIT

4,417,684

284,243

4,701,927

Administrative expenses

(4,489,748

)

(504,471

)

(4,994,219

)

OPERATING LOSS

5

(72,064

)

(220,228

)

(292,292

)

Interest payable and similar expenses

6

(484,367

)

-

(484,367

)

LOSS BEFORE TAXATION

(556,431

)

(220,228

)

(776,659

)

Tax on loss

7

(40,304

)

-

(40,304

)

LOSS FOR THE FINANCIAL YEAR

(596,735

)

(220,228

)

(816,963

)

Loss attributable to:

Owners of the parent

(816,963

)

LOSS FOR THE YEAR

(683,903

)

(816,963

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(683,903

)

(816,963

)

Total comprehensive income attributable to:

Owners of the parent

(683,903

)

(816,963

)

FIXED ASSETS

Intangible assets

9

3,439,445

4,092,605

Tangible assets

10

118,338

131,176

Investments

11

-

-

3,557,783

4,223,781

CURRENT ASSETS

Stocks

12

3,790,613

4,365,476

Debtors

13

1,335,872

1,336,642

Cash at bank

1,635

2,785

5,128,120

5,704,903

CREDITORS

Amounts falling due within one year

14

4,039,989

4,325,535

NET CURRENT ASSETS

1,088,131

1,379,368

TOTAL ASSETS LESS CURRENT LIABILITIES

4,645,914

5,603,149

CREDITORS

Amounts falling due after more than one year

15

(2,720,242

)

(2,953,574

)

PROVISIONS FOR LIABILITIES

19

(25,000

)

(65,000

)

NET ASSETS

1,900,672

2,584,575

CAPITAL AND RESERVES

Called up share capital

20

13,538

13,538

Capital redemption reserve

21

10,043

10,043

Retained earnings

21

1,877,091

2,560,994

SHAREHOLDERS' FUNDS

1,900,672

2,584,575

The financial statements were approved by the Board of Directors and authorised for issue on 27 July 2026 and were signed on its behalf by:

P J Rice - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

13,538

13,538

13,538

13,538

CURRENT ASSETS

Cash at bank

1,834,780

1,823,780

CREDITORS

Amounts falling due within one year

14

200,000

-

NET CURRENT ASSETS

1,634,780

1,823,780

TOTAL ASSETS LESS CURRENT LIABILITIES

1,648,318

1,837,318

CAPITAL AND RESERVES

Called up share capital

20

13,538

13,538

Retained earnings

21

1,634,780

1,823,780

SHAREHOLDERS' FUNDS

1,648,318

1,837,318

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

(189,000

)

258,575

The financial statements were approved by the Board of Directors and authorised for issue on 27 July 2026 and were signed on its behalf by:

P J Rice - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2024

13,538

3,377,957

10,043

3,401,538

Changes in equity

Total comprehensive income

-

(816,963

)

-

(816,963

)

Balance at 31 December 2024

13,538

2,560,994

10,043

2,584,575

Changes in equity

Total comprehensive income

-

(683,903

)

-

(683,903

)

Balance at 31 December 2025

13,538

1,877,091

10,043

1,900,672

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

13,538

1,565,205

1,578,743

Changes in equity

Total comprehensive income

-

258,575

258,575

Balance at 31 December 2024

13,538

1,823,780

1,837,318

Changes in equity

Total comprehensive income

-

(189,000

)

(189,000

)

Balance at 31 December 2025

13,538

1,634,780

1,648,318

Cash flows from operating activities

Cash generated from operations

1

908,459

1,068,494

Interest paid

(449,512

)

(484,367

)

Tax paid

1,483

(27,662

)

Net cash from operating activities

460,430

556,465

Cash flows from investing activities

Purchase of intangible fixed assets

(32,554

)

-

Purchase of tangible fixed assets

(46,796

)

-

Net cash from investing activities

(79,350

)

-

Cash flows from financing activities

Loan repayments in year

(399,999

)

(483,333

)

Amount introduced by directors

9,000

9,000

Net cash from financing activities

(390,999

)

(474,333

)

(Decrease)/increase in cash and cash equivalents

(9,919

)

82,132

Cash and cash equivalents at beginning of year

2

(1,753,629

)

(1,835,761

)

Cash and cash equivalents at end of year

2

(1,763,548

)

(1,753,629

)

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

2025

2024

£

£

Loss before taxation

(638,125

)

(776,659

)

Depreciation charges

745,348

774,339

Increase/(Decrease) in provisions

(40,000

)

-

Finance costs

449,512

484,367

516,735

482,047

Decrease in stocks

574,863

767,918

(Increase)/decrease in trade and other debtors

(55,193

)

16,989

Decrease in trade and other creditors

(127,946

)

(198,460

)

Cash generated from operations

908,459

1,068,494

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 2025

31/12/25

1/1/25

£

£

Cash and cash equivalents

1,635

2,785

Bank overdrafts

(1,765,183

)

(1,756,414

)

(1,763,548

)

(1,753,629

)

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

2,785

3,935

Bank overdrafts

(1,756,414

)

(1,839,696

)

(1,753,629

)

(1,835,761

)

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/1/25

Cash flow

At 31/12/25

£

£

£

Net cash

Cash at bank

2,785

(1,150

)

1,635

Bank overdrafts

(1,756,414

)

(8,769

)

(1,765,183

)

(1,753,629

)

(9,919

)

(1,763,548

)

Debt

Debts falling due within 1 year

(500,001

)

166,668

(333,333

)

Debts falling due after 1 year

(2,953,574

)

233,332

(2,720,242

)

(3,453,575

)

400,000

(3,053,575

)

Total

(5,207,204

)

390,081

(4,817,123

)