The directors present the strategic report for the year ended 31 January 2026.

The principal activities of the Group are the sale, servicing and support of agricultural, professional turf and groundcare machinery, together with the provision of related parts, precision agriculture solutions and paint and body shop services. The principal activity of the company was that of a non-trading holding company. The company holds an investment in RFS (Ripon) Limited and holds the group's properties.

Business Review

The year to 31 January 2026 has been conducted against a backdrop of continued challenging market conditions, with the agricultural machinery market contracting further. Industry-wide demand remained relatively subdued, with UK tractor sales reaching historically low levels. Despite this, the Group has responded decisively and continued to execute its strategy of strengthening commercial and operational performance, supported by a clear financial focus on cost control, cash generation and market share growth.

While overall market volumes declined during the year, the Group has successfully increased market share despite the contraction in demand, placing it in a strong position for future growth.

In the continued downturn, significant cost saving measures were implemented during the year, which will generate ongoing annualised cost savings, in addition to the cost reduction initiatives implemented in the prior year.

The Group has maintained a disciplined approach to discretionary spend and overhead control throughout the year, ensuring the cost base is aligned with current trading conditions while retaining the capability to scale as market conditions improve.

Stock levels have continued to reduce during the year. This has had a positive impact on working capital and has led to a significant reduction in interest costs, supporting underlying profitability and cash generation, which has allowed the Group to reduce overall debt levels by £4.6m. Cash generated from operations remained strong at £7.1m for the Group.

Looking forward, the Group will maintain its course as it evolves operational and commercial performance and efficiencies, along with the continued benefit of lower stock levels and reduced interest costs. There is improving market sentiment and a stronger forward order book which will benefit future years. This will help to underpin future sustainable revenue and profit growth.

Financial Results

Group turnover for the year decreased by 21% to £136.0m as a result of reduced demand for new agricultural products, and a reduced level of used equipment sales following the stock reduction programme that completed in the prior year.

The Group generated an improved gross margin performance in the year, increasing by 1.8% to 11.9%. This was a result of pricing disciplines and an improved performance on the sale of used equipment.

Operating profit before exceptional costs, interest, depreciation and amortisation (EBITDA) improved by 16.6% to £1.6m.

Loss before tax improved by £1.4m to £3.3m, despite the reduced turnover levels.

Stock decreased from £39.3m to £34.4m, primarily attributable to a reduction in used equipment.

Net debt at year end was £25.5m (2025: £30.1m) as the Group used cash generated from operations to reduce debt levels.

Key Performance Indicators

The following KPIs form part of the financial tools used by management to monitor business performance.

Funding

The banking facilities, which include working capital facilities and long-term loans, are with HSBC, and following annual renewal, run to 31 August 2027. The stocking loan facilities provided by John Deere Finance (JDF), Lombard and Novuna are subject to periodic renewal. Lombard has formally approved the continuation of its facility and, based on discussions with the remaining providers, the Directors anticipate that the JDF and Novuna facilities will continue on their existing terms when they reach their respective renewal dates.

John Deere and other core brands

Our major partner, John Deere, has a world class comprehensive portfolio of products and continues to have the largest market share in the UK and globally. Thanks to a strong, prestigious brand portfolio, which includes Kuhn, Bailey Trailers, Kramer, Nugent Trailers and Stihl, we continue to enjoy excellent market share with the provision of quality innovative products.

We are also proud of our performance for each of our suppliers, exceeding their goals and consistently meeting their business objectives. We recognise that ongoing success is dependent on retaining these good relationships with key suppliers.

Development of the Group

The Directors recognise the importance of having a set vision, underpinned by strong values. The business has targeted goals to ensure alignment with a long-term growth strategy.

Our Vision

We are known as the dependable and trusted, market leading agricultural and groundcare machinery partner. Our customers rely on us to help them prosper, innovate and grow.

Our Mission

We earn a fair return on our investment by winning customer loyalty through the provision of exceptional service, sound advice and high quality, innovative products to help them get more from their daily work.

Our Values

Service

• Unwavering team commitment to the very best customer service

Integrity

• Honest, straight talking with kindness built in

People

• People are our bedrock, their success, safety and wellbeing is our first priority

Innovation

• Creating value for customers with market leading technology

Trust

• Dependable and consistent, we do what we say we’ll do

Ripon’s Standards: Delivering for our customers and people

Our Customers

We support our customers whenever and wherever they need us. By leveraging our scale and expertise, we ensure a seamless, consistent customer experience across every team and location. Our product experts bring deep knowledge of the machines our customers rely on, providing trusted advice and tailored solutions to meet every challenge. We have six core standards that embody how we stay ‘Always On’ for our customers:

1. We’re always available – with a 24/7 customer helpline and after-hours support, making sure needs are met all year round

    

2. We’re here for farmers and growers – with a 24-hour emergency callout response for unexpected, critical issues, ensuring safety, animal welfare and operational continuity

    

3. We provide peace of mind – with 24-hour delivery of essential parts for combines and SPFHs, or a backup machine if that’s not possible (T&Cs apply)

    

4. We keep operations moving – with a next-day breakdown response and access to over £6 million worth of genuine replacement parts from our stock

    

5. We keep our customers in the loop – with regular updates on their machine’s repair status and expected completion

    

6. We’re a safe pair of hands – with highly trained, certified technicians at every depot, ensuring expert care and reliable service of our customers’ machinery

Our People

The Board recognises that the Group's employees are fundamental to its success. The Group continues to invest in technical, leadership and apprenticeship programmes to build future talent and uphold high standards of service delivery. A new Leadership Standard has been introduced setting clear expectations for how we lead, shape the future and deliver sustained performance through our people. Supported by a new performance and appraisal system and enhanced training for managers, these measures form a core part of the Group’s strategic focus on strengthening operational capability and improving support for our people.

The Group provides employees with access to a platform offering a cash plan and an Employee Assistance Programme, including counselling and physiotherapy services.

The Board seeks to provide a safe, inclusive and supportive working environment, supported by regular health and safety reviews, employee communications, appraisals, and opportunities for career development and training.

Principal Risks and Uncertainties

The Group operates in a cyclical market serving the agricultural, professional turf and groundcare sectors. As a result, the Board continually assesses the risks and uncertainties that could affect the achievement of the Group’s strategic objectives, financial performance and long-term sustainability. Risk assessment forms an integral part of the Group’s planning, budgeting and decision-making processes.

A significant proportion of the Group’s activity is influenced by adverse economic and policy conditions, levels of customer confidence, agricultural policy, commodity prices, farm profitability, interest rates and the availability of finance. Periods of uncertainty can result in customers delaying capital expenditure decisions, reducing demand for new equipment and increasing pressure on margins. The Group mitigates these risks through operating across multiple market sectors, maintaining a balanced revenue mix between machinery sales and aftermarket activities, closely monitoring market trends and maintaining strong relationships with customers and suppliers. The Board also places significant emphasis on cash generation, working capital management and maintaining a resilient balance sheet to help withstand periods of reduced demand.

The Group operates in a competitive marketplace, where the latest technology, service quality and aftermarket support are key to winning and retaining customer confidence. The Group's strategy is to differentiate itself through premium products, market-leading customer support, technical expertise, strong manufacturer relationships, and its "Always On" customer service proposition. The Board regularly monitors customer satisfaction, market share, service performance and operational efficiency to ensure the Group remains competitive whilst maintaining sustainable profitability.

The Group is reliant upon strong relationships with key manufacturers, suppliers and finance providers to ensure continuity of supply and support for customers. Any significant disruption to these relationships, product availability or supply chains could adversely affect trading performance. To mitigate this risk, management maintains regular engagement with key strategic partners, monitors stock levels closely, and seeks to maintain appropriate supplier and funding relationships across the business.

The business carries significant levels of machinery and parts stock to support customer demand and provides a high level of service. The Board recognises the financial and operational risks associated with stock, including changes in market demand, product ageing, obsolescence and funding requirements. Detailed inventory controls, regular stock reviews, manufacturer engagement and disciplined working capital management are used to manage these risks and optimise inventory levels.

The Group’s success depends upon attracting, developing and retaining skilled employees across its sales, parts, service, precision agriculture and support functions. Competition for talent within the industry remains significant, particularly in technical and engineering roles. The Group seeks to mitigate this risk through investment in apprenticeships, technical training, leadership development, succession planning, employee engagement initiatives, and a continued focus on providing a safe and supportive working environment.

As the business becomes increasingly reliant on technology, digital systems and connected equipment, exposure to security threats, system failures and data loss continues to increase. Any significant disruption to critical IT infrastructure could impact customer service, operational performance and financial reporting. The Group continues to invest in appropriate IT infrastructure, security controls, data backup arrangements and business continuity planning. The Board regularly reviews technology related risks and monitors the effectiveness of controls designed to support operational resilience.

The principal financial risks faced by the Group are liquidity risk, interest rate risk and credit risk. Liquidity is managed through detailed budgeting, forecasting and cash flow monitoring, supported by stock funding facilities, banking arrangements and funding from the wider Group. Interest rate exposure primarily relates to wholesale stocking facilities and other variable rate borrowings. This risk is monitored closely by management and considered as part of the Group’s financing and working capital strategy. Credit risk arises from the potential failure of customers to meet their financial obligations and is mitigated through established credit control procedures, customer credit assessments, defined credit limits and ongoing monitoring of customer balances and payment performance. Wholegood machinery sales also require payment in full or confirmed financing to be in place prior to the machine being released to the customer. The Group has limited direct exposure to foreign currency risk as the majority of trading activities are conducted in sterling.

The Board considers the Group’s strategic evolution over recent years has moved the business forward, enhancing commercial and operational best practice, with disciplined financial management. These developments, coupled with the Group’s diverse revenue streams, strong market position, established customer and supplier relationships, focus on aftermarket support and ongoing investment in people and technology, provide a robust platform from which to manage these risks and support the long-term success of the business. Although trading conditions across the sector remain challenging, the Group has seen encouraging improvements in market sentiment alongside a strengthening forward order book. These factors provide greater confidence in future demand levels and help to mitigate the risks associated with cyclical fluctuations in the agricultural machinery market.

Section 172 Statement

This statement explains how the directors have had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006 when promoting the success of the Group for the benefit of its members as a whole.

Section 172 considerations form part of the Group's governance and decision-making processes. The Board receives regular information on financial and operational performance, customer service, employee matters, health and safety, principal risks, cash flow and working capital. This enables the directors to assess the impact of decisions on key stakeholders and consider both the short and long-term consequences of significant matters. Where appropriate, the Board also obtains external professional advice to support decision making.

a) The likely consequences of any decisions on the long term

The Board considers the long-term impact of significant decisions through the Group's strategic planning, budgeting, forecasting and investment approval processes. Material decisions are assessed against strategic objectives, expected financial returns, business resilience and stakeholder considerations. The directors seek to balance short-term trading requirements with continued investment in people, facilities, technology, customer support and operational capability to support sustainable long-term growth.

b) The interests of the group and company’s employees

The Board recognises that employees are fundamental to the Group's success and receives regular updates regarding recruitment, retention, training, succession planning, employee wellbeing and health and safety performance. The Group continues to invest in apprenticeships, technical training and employee development programmes to support both current operations and future capability. The potential impact on employees is considered whenever significant organisational or operational changes are proposed.

c) The need to foster the group and company’s business relationships with suppliers, customers, and others

The Group relies on strong relationships with customers, manufacturers, suppliers and finance providers. The Board monitors customer service performance, customer feedback and key commercial relationships as part of its regular review process. The Group's "Always On" commitment reflects its focus on delivering high levels of customer service and aftermarket support. The Board also considers the importance of maintaining constructive relationships with key suppliers, manufacturer partners and lenders when evaluating significant investment, funding and operational decisions.

d) The impact of the group and company’s operations on the community and environment

The Board recognises the Group's role within the rural communities it serves and consider community impacts when making significant business decisions. In addition to supporting local charities and community initiatives, the Group regularly engages with agricultural shows, local events, schools, colleges and apprenticeship programmes to promote opportunities within the agricultural, engineering and land-based sectors. Environmental factors are also considered where relevant, including operational efficiency, resource consumption and the support provided to customers through modern equipment, precision agriculture and connected technologies which help improve productivity and resource utilisation.

e) The desirability of the company maintaining a reputation for high standards of business conduct

The Board considers the Group's reputation for integrity, professionalism and customer service to be a key asset. The directors are committed to conducting business in accordance with applicable laws, regulations and internal policies. The Board maintains oversight of key governance areas including health and safety, anti-bribery and corruption, modern slavery, data protection, financial controls and tax compliance, and considers the potential reputational impact of significant decisions. The directors recognise that trust is fundamental to the Group's relationships with customers, manufacturer partners, suppliers, employees and lenders. Maintaining a reputation for technical expertise, reliability and integrity supports the Group’s ability to attract and retain customers, employees and other stakeholders.

f) The need to act fairly as between members of the group

The directors seek to act fairly between members whilst promoting the success of the Group for the benefit of its members as a whole. Significant decisions are supported by appropriate financial and operational analysis and, where necessary, external professional advice. The Board seeks to ensure that decisions are made in the best interests of the Group and its long-term success.

In the year ended 31 January 2026, the directors have sought to ensure that decisions are made in the best interests of the Group and promote the long-term success of the Group for the benefit of its members as a whole.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 January 2026.

The results for the year are set out on page 16.

No ordinary dividends were paid. (2025: £nil). The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

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

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The Group is committed to attracting, developing and retaining skilled employees across all areas of the business. Employees are kept informed of matters affecting the performance and development of the Group through regular communication and engagement with management. The Group continues to invest in training, apprenticeships and professional development to support operational excellence, succession planning and the future skills requirements of the business.

The Group is committed to providing equal opportunities for all employees and applicants. Disabled persons are given full and fair consideration for employment and career development opportunities, having regard to their particular aptitudes and abilities. Where existing employees become disabled, the Group seeks to retain them in employment wherever practicable and provides appropriate support, training and adjustments to enable them to continue to contribute effectively to the business.

The auditors Saffery Audit (UK) LLP are deemed to be reappointed under section 487(2) of the Companies Act 2006.

The disclosure presents the Group’s energy use and associated greenhouse gas emissions.

The Group's emissions arise primarily from vehicle fuel consumption, gas used for heating operational facilities and electricity consumed across its site network. Transport fuel remains the most significant contributor to overall emissions, reflecting the nature of the Group's field-based service operations and depot network. The reduction against prior year is primarily due to reduced vehicle usage and improved vehicle efficiencies.

Methodology

The Group's greenhouse gas emissions have been calculated in accordance with the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard. Emission factors have been sourced from the UK Government GHG Conversion Factors for Company Reporting 2025 and, where appropriate, the Energy Institute Energy Savings Opportunity Scheme (ESOS) Toolkit, which is consistent with those conversion factors.

Comparative information for 2025 has been restated following the availability of additional underlying consumption data and a review of the underlying methodologies and assumptions, on a basis consistent with the calculations used for the current financial period.

Actions Summary

During the year the Group continued to pursue initiatives designed to improve energy efficiency, reduce emissions and support its wider environmental objectives. Actions undertaken during the current period have included:

• Continued replacement of the van fleet with newer, more fuel-efficient vehicles

• Further rollout of an electric car programme as part of the Group's vehicle strategy

• Ongoing maintenance and review of the Group's Net Zero Carbon Policy

• Continued participation in and compliance with the Energy Savings Opportunity Scheme ("ESOS")

• Introduction of food waste and recycling facilities across operational locations to support waste reduction and improved recycling performance

• Progression of feasibility assessments for potential solar photovoltaic (PV) installations at selected locations within the Group's property portfolio

The Board remains committed to identifying commercially viable opportunities to improve energy efficiency, reduce emissions and support the long-term sustainability of the business whilst continuing to meet the operational requirements of a geographically dispersed agricultural and groundcare dealership network.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the principal activities of the Group, future developments and financial risk management objectives.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, 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;

• state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Ripon Farm Services Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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's affairs as at 31 January 2026 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

• adequate accounting records have not been kept 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.

As explained more fully in the directors' responsibilities statement set out on page 11, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group and 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 parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the group and parent company financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operate.

Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.

Audit response to risks identified:

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of the group and parent company financial statement disclosures. We reviewed the group and parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the group and parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, 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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £380,000 (2025 - £536,000 loss).

Ripon Farm Services Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is Dallamires Lane, Ripon, North Yorkshire, HG4 1TT.

The group consists of Ripon Farm Services Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Ripon Farm Services Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 January 2026. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

At the time of approving the financial statements, the directors have a reasonable expectation that the company and group have adequate resources to continue in operational existence for the foreseeable future.

The directors have prepared detailed cash flow forecasts covering a period of at least 15 months from the date of approval, which demonstrate sufficient headroom within the group’s working capital facilities. These forecasts incorporate conservative assumptions and reflect the group’s strong liquidity position, supported by significant levels of inventory.

The banking facilities, which include working capital facilities and long-term loans, are with HSBC, and following annual renewal, run to 31 August 2027. The stocking loan facilities provided by John Deere Finance (JDF), Lombard and Novuna are subject to periodic renewal. Lombard has formally approved the continuation of its facility and, based on discussions with the remaining providers, the Directors anticipate that the JDF and Novuna facilities will continue on their existing terms when they reach their respective renewal dates.

Importantly, a material value of the group’s stock is freely saleable and not subject to any fixed or floating charges, providing a readily realisable source of liquidity in the event of a material downturn in trading. In addition, the group has identified cost reduction measures and asset realisation options that could be implemented if required.

Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from one-off services, such as repairs and servicing, is recognised at the point in time when the service is completed and the customer is invoiced. Revenue from parts sold as part of a service is recognised together with the service unless sold separately, in which case it is recognised on delivery.

Bonus income received from suppliers is recognised as and when it is received from suppliers.

Income received from asset hire is recognised over the period of hire.

Rental income on assets leased under operating leases is recognised on a straight line basis over the lease term and is presented within other operating income.

Goodwill arising on the acquisition of trade and assets of business acquisitions represents the excess of the fair value of the consideration over the fair value of the identifiable assets and liabilities acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include trade and other debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including trade creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets' fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following accounting estimates have had the most significant effect on amounts recognised in the financial statements.

The group holds significant values of stock and as a result it is necessary to consider the recoverability of the cost of stock and the associated provisioning required. When calculating the stock provision, management considers the nature and condition of the stock, as well as applying assumptions around anticipated saleability of finished goods and future usage of parts.

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 12 for the carrying amount of the property plant and equipment, and accounting policies for the useful economic lives for each class of assets.

The exceptional items relate to staff restructuring costs of £750,000 (2025: £258,000), reflecting changes to the business within the current year and the latest market conditions, and a one-off bad debt of £nil (2025: £530,000) which has occurred during the year.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2025 - 3).

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:

Details of the company's subsidiaries at 31 January 2026 are as follows:

Stock is stated net of impairment provisions amounting to £2,696,000 (2025: £2,421,000). The movement is recognised in the income statement.

Other loans payable within one year of £11,428,000 (2025: £15,098,000) are stocking loans which are secured against individual stock items and bear interest charges at commercial rates.

There is a cross guarantee between Ripon Farm Services Limited and RFS (Ripon) Limited on amounts owed to HSBC Bank Plc. At 31 January 2026, there was a total commitment of £9,018,000 (2025: £7,600,000). The bank loans are secured by a debenture over the assets and a legal charge over all freehold property, leasehold land, fixtures, fittings, and plant and machinery. The repayment structure in place for the bank loans in the parent company results in payments of £31,000 monthly (£370,000 annually).

Other loans payable after one year of £23,000 (2025: £23,000) relate to loans from directors and former shareholders which are unsecured and bear interest charges at commercial rates.

The preference shares of £1,000,000 (2025: £1,000,000) are non-redeemable and were issued as a bonus share issue to the holders of the ordinary share capital. However, as they carry a fixed cumulative dividend of 5% per annum, accounting standards dictate that they should be classified as debt rather than equity.    

In the current year the bank loans noted in RFS (Ripon) Limited have been disclosed as all repayable within one year owing to a technical covenant breach. Despite the breach the bank has confirmed its support following the year end and subject to covenant rules being met, the loan will be split between current and non-current liabilities at the year end 31 January 2027. The repayment structure in place for the bank loan results in payments of £27,000 monthly (£327,000 annually).

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The company has one class of ordinary shares which carry no right to fixed income. Additionally, the company has in issue 1,000,000 non-redeemable cumulative preference shares of £1 each, which receive a 5% fixed dividend per annum. Due to the presence of a mandatory annual dividend on these preference shares, the shares have been reclassified as debt. These shares do not carry voting rights.

Consideration received for shares issued above their nominal value net of transaction costs.

Cumulative profit and loss net of distributions to owners.

The nominal value of shares repurchased and still held at the end of the reporting period.

Under a group registration, Ripon Farm Services Limited is jointly and severally liable for Value Added Tax with its subsidiary, RFS (Ripon) Limited. At 31 January 2026, the group had a creditor of £304,000 (2025: creditor of £1,096,000).

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The remuneration of key management personnel, directors of the Group and the subsidiary, is as follows.

Stewart Hymas is a director of Alfred Hymas Limited. During the year the group made sales of £157,000 (2025: £546,000) and purchases of £38,000 (2025: £45,000) with Alfred Hymas Limited. At the year end £16,000 (2025: £36,000) was due to the group from Alfred Hymas Limited. Also, £3,000 (2025: £4,000) was owed to Alfred Hymas Limited from the group at the year end.

The group has taken advantage of the exemption from the requirement to disclose transactions with its subsidiaries, as they are wholly owned and included in the consolidated accounts.

During the year sales of £1,000 (2025: £3,000) and purchases of £nil (2025: £nil) were made to the directors. A balance of £34 (2025: £56) was outstanding at year end.

The directors do not consider there to be an ultimate controlling party.