REGISTERED NUMBER: SC106428 (Scotland)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2024

for

JOHNSTON RACING LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

M S Johnston

D M Johnston

C M Johnston

SECRETARY:

M S Johnston

REGISTERED OFFICE:

29 Brandon Street

Hamilton

South Lanarkshire

ML3 6DA

REGISTERED NUMBER:

SC106428 (Scotland)

SENIOR STATUTORY AUDITOR:

Robert Pollock BA CA

AUDITORS:

Sharles Audit Limited

Statutory Auditor

29 Brandon Street

Hamilton

ML3 6DA

BANKERS:

Weatherbys Bank Limited

Sanders Road

Wellingborough

Northamptonshire

NN8 4BX

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

REVIEW OF BUSINESS

In the opinion of the board of directors, the group has achieved another good result for the year under review, despite the difficult market conditions. Some financial KPI's are set out in the table below to show the performance of the group over the trading year.

Year to 31 December 2024

Year to 31 December 2023

Turnover

£7,420,649

£7,985,733

Profit/(loss) after taxation

£208,265

£(102,605

)

Gross Profit

£2,273,965

£1,993,782

Gross Profit Margin

31%

25%

Shareholders' funds amount to £7,688,988(2023 - £7,840.723). The directors are confident that the group has sufficient reserves to finance the anticipated levels of activity in the future.

PRINCIPAL RISKS AND UNCERTAINTIES

The group operates in the horse racing industry and is therefore subject to the rises and falls within the industry in general. The industry is experiencing similar difficulties to all businesses due to the current economic climate, however the directors do expect this to turn around. The market is competitive, although the group retains an extremely high level of repeat business due to the high public profile and past success of the director, M S Johnston. The directors are confident that this will ensure that the group remains competitive.

The potential risk of infection within the yard is always prevalent, however stringent controls are in place to reduce any contact with animals from sources outwith the training establishment. This together with strict quarantine procedures applied to new animals entering the yards, helps mitigate this principal risk to the continued training success.

FUTURE DEVELOPMENTS

The directors aim to maintain the management policies which have resulted in the group's steady growth in recent years.

GOING CONCERN

In adopting the going concern basis for preparing the financial statements, the directors have considered the issues impacting the company during the period, as outlined in the strategic report.

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

ON BEHALF OF THE BOARD:

M S Johnston - Director

29 September 2025

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

PRINCIPAL ACTIVITIES

The principal activities of the group in the year under review were those of training horses and horse dealing.

DIVIDENDS

Interim dividends per share were paid as follows:

£2.02

- 30 June 2024

£5.18

- 31 December 2024

£7.20

The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 December 2024 will be £ 360,000 .

DIRECTORS

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

M S Johnston

D M Johnston

C M Johnston

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.

AUDITORS

The auditors, Sharles Audit Limited, have indicated their willingness to be reappointed for another term and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.

ON BEHALF OF THE BOARD:

M S Johnston - Director

29 September 2025

Opinion

We have audited the financial statements of Johnston Racing Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The aims of our audit are to identify and assess the risks of material misstatement of the financial statements as a result of fraud or error, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement as a result of fraud or error and to respond appropriately to those risks. As a result of the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures include the following:

-

We obtained an understanding of the legal and regulatory frameworks applicable to the company and the sector in which they operate. We determined that the following laws and regulations were most significant: the Companies Act 2006 and UK corporate tax laws, British Horseracing Authority, Health & Safety at Work Act, GDPR and Anti Money Laundering legislation. We confirmed with management that there were no actual, suspected, or alleged issues instances of non-compliance with laws and regulations during the year.

-

Assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement teams:

-

knowledge of the industry in which the client operates,

-

understanding of and practical enactments of a similar nature, and complexity through appropriate training and participation,

- understanding of the legal and regulatory requirements specific to the entity.

-

We obtained an understanding of how the company complies with those legal and regulatory frameworks by making inquiries of management. We undertook a review of legal fees for any evidence of non-compliance.

-

We assessed the susceptibility of the company financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the audit team included:

-

identifying and documenting the controls management has in place to prevent and detect fraud and error;

-

understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

-

challenging assumptions and judgements made by management in its significant accounting estimates;

-

identifying and testing journal entries, in particular any journal entries posted for large or unusual amounts;

-

assessing the extent of compliance with relevant laws and regulations; andsample testing of transactions and balances.

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.

Robert Pollock BA CA (Senior Statutory Auditor)

for and on behalf of Sharles Audit Limited

Statutory Auditor

29 Brandon Street

Hamilton

ML3 6DA

30 September 2025

TURNOVER

4

7,420,649

7,985,733

Cost of sales

5,146,684

5,991,951

GROSS PROFIT

2,273,965

1,993,782

Administrative expenses

1,946,514

2,090,706

327,451

(96,924

)

Other operating income

2,000

7,000

OPERATING PROFIT/(LOSS)

6

329,451

(89,924

)

Interest receivable and similar income

18,867

129,127

348,318

39,203

Interest payable and similar expenses

7

-

14,754

PROFIT BEFORE TAXATION

348,318

24,449

Tax on profit

8

140,053

127,054

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

208,265

(102,605

)

Profit/(loss) attributable to:

Owners of the parent

208,265

(102,605

)

PROFIT/(LOSS) FOR THE YEAR

208,265

(102,605

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

208,265

(102,605

)

Total comprehensive income attributable to:

Owners of the parent

208,265

(102,605

)

FIXED ASSETS

Intangible assets

11

2,652

2,652

Tangible assets

12

5,764,885

6,005,700

Investments

13

-

-

5,767,537

6,008,352

CURRENT ASSETS

Stocks

14

523,165

476,878

Debtors

15

1,471,159

1,393,241

Cash at bank

1,470,345

1,417,305

3,464,669

3,287,424

CREDITORS

Amounts falling due within one year

16

1,192,536

1,104,187

NET CURRENT ASSETS

2,272,133

2,183,237

TOTAL ASSETS LESS CURRENT LIABILITIES

8,039,670

8,191,589

PROVISIONS FOR LIABILITIES

18

350,682

350,866

NET ASSETS

7,688,988

7,840,723

CAPITAL AND RESERVES

Called up share capital

19

50,000

50,000

Capital redemption reserve

20

50,000

50,000

Retained earnings

20

7,588,988

7,740,723

SHAREHOLDERS' FUNDS

7,688,988

7,840,723

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

M S Johnston - Director

FIXED ASSETS

Intangible assets

11

2,652

2,652

Tangible assets

12

5,764,885

6,005,701

Investments

13

2

2

5,767,539

6,008,355

CURRENT ASSETS

Stocks

14

399,790

353,503

Debtors

15

1,633,687

1,740,173

Cash at bank

1,426,697

1,329,353

3,460,174

3,423,029

CREDITORS

Amounts falling due within one year

16

1,188,041

1,083,215

NET CURRENT ASSETS

2,272,133

2,339,814

TOTAL ASSETS LESS CURRENT LIABILITIES

8,039,672

8,348,169

PROVISIONS FOR LIABILITIES

18

350,682

350,866

NET ASSETS

7,688,990

7,997,303

CAPITAL AND RESERVES

Called up share capital

19

50,000

50,000

Capital redemption reserve

50,000

50,000

Retained earnings

7,588,990

7,897,303

SHAREHOLDERS' FUNDS

7,688,990

7,997,303

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

51,687

(75,722

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

M S Johnston - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

50,000

8,203,328

50,000

8,303,328

Changes in equity

Dividends

-

(360,000

)

-

(360,000

)

Total comprehensive income

-

(102,605

)

-

(102,605

)

Balance at 31 December 2023

50,000

7,740,723

50,000

7,840,723

Changes in equity

Dividends

-

(360,000

)

-

(360,000

)

Total comprehensive income

-

208,265

-

208,265

Balance at 31 December 2024

50,000

7,588,988

50,000

7,688,988

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

50,000

8,333,025

50,000

8,433,025

Changes in equity

Dividends

-

(360,000

)

-

(360,000

)

Total comprehensive income

-

(75,722

)

-

(75,722

)

Balance at 31 December 2023

50,000

7,897,303

50,000

7,997,303

Changes in equity

Dividends

-

(360,000

)

-

(360,000

)

Total comprehensive income

-

51,687

-

51,687

Balance at 31 December 2024

50,000

7,588,990

50,000

7,688,990

Cash flows from operating activities

Cash generated from operations

1

789,939

606,041

Interest paid

-

(14,754

)

Tax paid

(233,187

)

(11,122

)

Net cash from operating activities

556,752

580,165

Cash flows from investing activities

Purchase of tangible fixed assets

(246,264

)

(774,339

)

Sale of tangible fixed assets

54,715

2,500

Interest received

18,867

129,127

Net cash from investing activities

(172,682

)

(642,712

)

Cash flows from financing activities

Loan repayments in year

-

(566,169

)

Exchange difference on loan

-

21,502

Amount introduced by directors

28,970

6,613

Amount withdrawn by directors

-

(13,227

)

Equity dividends paid

(360,000

)

(360,000

)

Net cash from financing activities

(331,030

)

(911,281

)

Increase/(decrease) in cash and cash equivalents

53,040

(973,828

)

Cash and cash equivalents at beginning of year

2

1,417,305

2,391,133

Cash and cash equivalents at end of year

2

1,470,345

1,417,305

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

2024

2023

£

£

Profit before taxation

348,318

24,449

Depreciation charges

487,080

440,569

Profit on disposal of fixed assets

(54,715

)

(2,500

)

Finance costs

-

14,754

Finance income

(18,867

)

(129,127

)

761,816

348,145

(Increase)/decrease in stocks

(46,287

)

108,719

Decrease in trade and other debtors

15,032

228,743

Increase/(decrease) in trade and other creditors

59,378

(79,566

)

Cash generated from operations

789,939

606,041

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

1,470,345

1,417,305

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

1,417,305

2,391,133

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

1,417,305

53,040

1,470,345

1,417,305

53,040

1,470,345

Total

1,417,305

53,040

1,470,345

1.	STATUTORY INFORMATION

Johnston Racing Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	STATEMENT OF COMPLIANCE

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. There were no material departures from that standard.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The consolidated group financial statements consist of the financial statements of the parent company and all the subsidiary companies which it controls either directly or indirectly.

Intercompany transactions and balances between group companies are eliminated on consolidation.

The financial statements of all subsidiary companies are prepared to the same reporting date as the parent company. All subsidiary companies have been consolidated.

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

Basis of consolidation

The financial statements comprise the financial statements of the parent company and entities controlled by the company. All inter-company balances and transactions have been eliminated.

Significant judgements and estimates

In the application of the company's accounting policies, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Turnover

Turnover is derived from the following sources; training fees, prize money, transportation and bloodstock.

Turnover is measured at the fair value if the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes, and is recognised at the point that the company obtains the right to consideration.

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.

The agricultural quota is held at cost and is not amortised, as it may be sold on in the future for a similar or higher value.

Tangible fixed assets

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

Freehold property

-

2% on cost

Plant and machinery

-

15% on cost and 8% on cost less residual value

Motor vehicles

-

25% on cost

Tangible fixed assets held for the companies own use are stated at cost less accumulated depreciation and accumulated impairment loss.

At each balance sheet date, the company reviews the carrying amounts of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss. Where it is not possible to estimate the recoverable amount of the asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Expenditure of £1,000 or more on individual tangible fixed assets is capitalised at cost. Expenditure on assets below this threshold is charged directly to the profit and loss account in the period it is incurred.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs sell (net realisable value). Costs, comprise direct costs of purchase. Overheads are charged to the income statement as incurred. Net realisable value is based on the estimated selling price less any selling costs.

When stocks are sold, the carrying amount of those stocks is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of stocks to net realisable value and all losses of stocks are recognised as an expense in the period in which the write-down or loss occurs. The amount of any reversal of any write-down of stocks is recognised as a reduction in the amounts of stocks recognised as an expense in the period in which the reversal occurs.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, 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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.