The directors present the strategic report for the year ended 31 December 2024.

The principal operational activities of A.M. Phillip Trucktech Limited ("the company") continues to be the sale of new and used vans, trucks and minibuses, combined with the associated provision of a vast range of support services including parts supply/delivery and maintenance/servicing of new and used vehicles.

The company's turnover increased by 1.8% to £74.3m (2023 - £72.9m) and the company has recorded an operating profit of £316,594 compared with an operating profit of £1,616,394 in 2023.

Business performance throughout 2024 fell well below expectations. Stock levels remained high with the business forced to sell at minimal margins in order to reduce associated stocking costs. Interest rates remained at their highest recent levels until August 2024 when the first cut took place. During 2024 there was a slight increase in the interest rate costs year on year; but, by the end of the year the stock levels started to fall to pre-2023. As a result of these increased costs the senior management team instigated more rigid controls over the ordering process for vehicle stock. Bodybuilder delays was also a contributing factor in prolonging the interest cost with several vehicles on funding lines and stuck awaiting completion before delivery to customer.

After sales turnover increased 14.2% year-over-year. The sales mix within after sales began to lean more heavily towards warranty rates. Manufacturers started to recognise this towards the end of 2024 and implemented labour rates that were more in line with the retail market and rising salary costs. This change wasn’t really felt through the accounts in 2024, but this will be filtered through in 2025.

At the start of the year the new Preparation Facility was opened and became functional in February 2024. The cost of this was absorbed in the year and took longer than expected to deliver the changes anticipated in the other workshops and vehicle delivery times. Once fully established the business is expecting more retail and warranty throughput in the branches which has a higher value to the business. The preparation centre should therefore have a full focus on delivering vehicles for sales.

Expenses continued rise, with staff salaries leading the increases. Salaries overall increased 8.1%, partly due to headcount but also reflective of the labour market where salaries have been increasing due to the cost-of-living crisis. Other cost impacts were through depreciation and stock write downs. Our own fleet was being changed over as a mechanism to change from high stocking interest charges to lower HP rates. Stock write downs were incurred mainly through the EV range of demonstrators where the Residual Values are particularly low.

Overall the business has faced several challenges in 2024 with the cost-of-living crisis and interest costs remaining stubbornly high. Despite this the business was able to implement structural changes to negate this effect impacting of performance in the future.

Liquidity Risk

The company aims to mitigate liquidity risk by managing cash generated by its operations and having access to adequate working capital borrowing facilities. Cash resources are formally monitored weekly to ensure funds are always available to meet company requirements.

Credit Risk

The company undertakes periodic assessments of its external debtors in order to ensure that credit is not extended if there is any likelihood of default. The amount of exposure to individual customers is subject to a limit, and this is reviewed regularly by the credit control department and reporting to the directors in order to minimise any bad debts.

Interest Rate Risk

The company may make use of bank borrowings to finance its operations during peak trading periods. Due to current cash resources, the directors do not deem it necessary at this time to hedge against interest rate fluctuations.

The company measures its ongoing performance at every activity level against annual budgets, manufacturer composite information and certain key performance indicators, including working capital controls. These are reviewed at monthly management meetings at each depot.

The loss for the year, after taxation, amounted to £1,254,710 (2023 - £127,813).

Development and performance of company's business over the year

The company continued with its principal activities based around the commercial vehicle sales and after sales services.

Position at the year end

The company's financial performance was challenging during the second half of 2024 although with the sales order book looking healthy and month-on-month order levels the directors are confident that this will lead to the sell-out of stock holding and return to first half profit levels in 2025.

The company intends to continue to focus on its activities in the commercial motor vehicle industry throughout 2025 and into 2026 and beyond.

Continued issues with stocking and lead times on body builders in 2024 have to an extent eased into 2025. Stock levels falling, coupled with the interest rates falling slightly have resulted in the interest cost falling by 27.9% year to date in 2025. Changes to structure and a more focused approach to budgets have seen expenses overall fall by 4.7%. The Employer NI and National Minimum Wage increases have been the biggest impact to the business.

Following the increases to warranty rates and moving internal work towards the Prep Centre has seen the workshops increase profitability, this has helped negate the impact of the wage increases. Recruitment in the workshop remains one of the biggest challenges with a skilled labour shortage in the marketplace and high demand for these individuals.

Following the purchase of the Forfar Motor Company Ltd there has been steps to start moving commercial vehicle sales to the site in preparation for the move from the headquarters location at Muiryfaulds. This move will need to be completed by April 2027 and involves the further renovation of the Forfar Market site where the preparation centre is located.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final 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 commissioned a report from a consultant and that report uses the GHG Protocol Corporate Standard, which is internationally accepted as best practice, and applies the 2021 UK Governments Conversion Factors for Company Reporting to calculate the data provided here.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee, the recommended ratio for the sector.

Throughout 2024 A M Phillip has continued to look at methods to improve energy efficiency through various process changes and technological advances. These have included implementation of LED lighting where possible, energy monitoring sensors that will provide data to target savings along with changes to process that create efficiency, for example reviewing the parts delivery routes & loads.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company'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 risks and uncertainties facing the group and a fair review of the group's business.

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 company’s auditor 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 company’s auditor is aware of that information.

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable UK 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 company will continue in business.

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

We have audited the financial statements of A M Phillip Trucktech Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 company's affairs as at 31 December 2024 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The 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 company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

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

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

As explained more fully in the directors' responsibilities statement, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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 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.

In identifying and assessing the risk of material misstatement due to non-compliance with laws and regulations we have carried out the following:

• Ensured that the engagement team have the appropriate competence, capabilities and skills to identify or recognise non-compliance with laws and regulations;

• Identified the specific laws and regulations applicable to the entity through discussions with directors and management and through our own knowledge of the sector;

• Focused on the laws and regulations we consider may have a direct effect on the financial statements, including FRS 102, the Companies Act 2006 and tax compliance legislation;

• Reviewed the financial statement disclosures and tested these to supporting documentation to assess compliance with applicable laws and regulations;

• Made enquiries of management;

• Reviewed minutes of meetings of those charged with governance; and

• Ensured the engagement team remained alert to instances of non-compliance throughout the audit.

In identifying and assessing the risk of material misstatement due to irregularities, including fraud and how it may occur, the potential for management bias and the override of controls we have:

• Obtained an understanding of the entity's operations, including the nature of its sources of revenue and of to understand the types of transactions, account balances, financial disclosures and business risks that may result in risk of material misstatement;

• Vouched balances and reconciling items in key control account reconciliations to supporting documentation;

• Carried out detailed testing, on a sample basis, to verify the completeness, existence and accuracy of transactions and balances;

• Made enquiries of management as to where they consider there was a susceptibility to fraud, and their knowledge of any actual, suspected or alleged fraud;

• Performed analytical procedures to identify any significant or unusual transactions;

• Investigated the business rationale behind any significant or unusual transactions

We did not identify any matters relating to non-compliance with laws and regulations, or relating to fraud.

Because of the inherent limitations of an audit, there is an unavoidable risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk of not detecting a material misstatement due to fraud is inherently more difficult than detecting those that result from error as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. In addition, the further removed any 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.

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 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 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 company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

A M Phillip Trucktech Limited is a private company limited by shares incorporated in Scotland. The registered office is Muiryfaulds, Forfar, DD8 1XP.

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 £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

This 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:

• 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.

The financial statements of the company are consolidated in the financial statements of A M Phillip Limited. These consolidated financial statements are available from the Scottish Registrar of Companies.

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

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

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.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, 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 credited or charged to profit or loss.

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.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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.

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.

When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

Equity instruments issued by the company 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 company.

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 profit and loss account 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 company’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 carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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 balance sheet 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.

In the application of the company’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 whole of the turnover is derived in the UK.

The average monthly number of persons (including directors) employed by the 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 2 (2023 - 3).

As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.

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

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

Tangible fixed assets includes assets held under finance leases or hire purchase contracts, as follows:

Vehicles and equipment exclude items on consignment from manufacturers, where title passes at the earlier of the date of sale or 90 to 120 days from date of consignment. After an initial interest free period, finance stocking charges are charged on all vehicle consignment stock.

Included in Trade creditors are amounts due to FCE Bank plc and Iveco Limited in respect of stock purchases which are secured by bonds and floating charges over the whole property and undertaking, as well as a security over certain new vehicles stocks. The amounts due to FCE Bank plc and Iveco Limited respectively, at the year end date were £7,038,151 (2023 - £4,100,700) and £11,104,726 (2023 - £14,236,165).

All of the securities granted by the company are the subjects of a specific ranking agreement.

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

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Capital redemption reserve - This reserve records the nominal value of shares repurchased by the company.

Profit and loss account - This reserve records retained earnings.

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

Along with the ultimate parent company, A.M. Phillip Limited, and a fellow subsidiary, Gammies Groundcare Ltd, the company has provided the group's bank with an unlimited inter company guarantee for all sums.

The total amount due by A.M. Phillip Limited group to Royal Bank of Scotland plc at 31 December 2024 was £nil (2023 - £nil).

During the year, the company was charged for management services provided by its parent company. The total charges were £631,200 (2023 - £425,714). The company was also charged rent for the year of £217,400 (2023 - £188,250) by its parent company.

At the year end, the company was due to pay an amount of £6,086,413 (2023 - £6,292,906) to group companies as a result of transactions undertaken in the normal course of trading. This amount has no set repayments terms and does not attract interest.

During the prior year the company sold a completed asset which they had constructed to a related party, SGG Properties. The total sales price was £1,247,254 including VAT and at 31st December 2024 the company

was still to receive £172,254 (2023: £522,254), which is within trade debtors in the accounts.

The company was under the control of its parent company, A.M. Phillip Limited, a company registered in Scotland, throughout the current and previous year. The group accounts for the parent company are available from the Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3UZ.