The directors present the strategic report for the year ended 31 December 2024.
The principal activity of the group continued to be the supply and distribution of oil and gas. The principal activity of the company continued to be that of an investment holding company.
The directors are satisfied with the results for the year. The group's key financial and other performance indicators during the year are as follows:
| 2024 | 2023 | Change | Change |
| £000 | £000 | £000 | % |
Turnover | 231,780 | 215,992 | (15,788) | (7.3) |
Profit before tax | 8,439 | 7,30 | 1,089 | 14.8 |
Shareholder’s funds | 17,288 | 15,642 | 1,826 | 11.8 |
The average number of employees in the year was 234 (2023 - 224).
Turnover increased by 7.3% driven by both the expansion of existing operations and the impact of new acquisitions during the year. The Group's underlying performance remained robust, supported by ongoing investment, which in turn delivered strong profitability.
During the year, Johnston Oils Limited acquired the Middlesbrough customer list from JOE Energy Limited as a going concern. Additionally, on 13 September 2024 the company acquired the assets of Connon Oils from Connon Brothers Limited. On 31 July 2025 J Gas Limited acquired the business of Cardiff Gas Limited. These acquisitions form part of our growth strategy and further strengthen our commitment to expansion into new locations.
Following the transition of the Ineos refinery in Grangemouth to an import terminal, we confirm that our business operations continue as normal and have remained unaffected by this development, supported by diversified supply arrangements and resilient procurement strategies.
Credit risk
The group continues to maintain a close relationship with its key customers and has long established and stringent credit control parameters.
Health, safety and environmental risk
Due to the nature of the group's activities, there is considerable emphasis on compliance in this area and the highest standards of stewardship are essential. Accordingly, to minimise risk, the provision of best practice training is a top priority and the group looks to ensure that this is incorporated into all of the key processes.
Competitive risk
The group operates in a highly competitive market but is not exposed to over reliance on a small number of customers, nor to a particular business sector. The group also seeks to encourage customer loyalty by providing the highest standard of service.
Legislation risk
The group monitors current and forthcoming legislation both directly and through membership of various trade associations. The group not only seeks to ensure on-going compliance, but strives to ensure that is incorporates best practice.
In line with our growth strategy the group continues to assess new opportunities to expand our UK coverage. In addition, the group will continue to invest in innovation and technology to drive operational efficiencies and improve customer experience within our existing operations.
The section 172 statement is following the Companies (Miscellaneous Reporting) Regulations 2018 and applying to companies reporting on financial years starting on or after 1 January 2019.
The directors of the company are aware of their duty under section 172 of the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote the success of the Group and in doing so have regard (amongst other matters) to:
the likely consequences of any decision in the long term;
the interests of the Group's employees;
the need to foster the Group's business relationships with suppliers, customers and others;
the impact of the Group's operations on the community and the environment;
the desirability of the Group to maintain a reputation for high standards of business conduct; and
the need to act fairly between shareholders of the Company.
Long term decisions and actions
The directors have acted, and continue to act in a way that they consider, in good faith, would be most likely to promote the success of the company and group for the benefit of its member.
The board meets monthly in person and reviews operating performance, health and safety, finance (covering financial performance, working capital and cash flow), sales and marketing, employee issues, regulatory and compliance, capital expenditure and feedback. The board also reviews and considers the long term goals of the group and the impact that any decisions would have across the relevant stakeholders. Stakeholders for this purpose would include shareholders, employees, suppliers, customers, creditors, regulators (including HMRC), local communities and the environment.
The board also reviews strategy, and along with the matters noted above, ensures that considered and informed decisions are taken in the best interests of the group and its member. Information is provided to the board through reports sent in advance and through in-person presentations.
The board continue to assess the requirements for the businesses and one key area is the group's investment in IT infrastructure. Our fully hosted IT and telephony environment allows seamless connectivity from any place at any time. This has proved particularly beneficial in recent years with the pandemic and remote working. This infrastructure ensures the business can continue to prosper in any environment.
The interests of our employees
At the year end the group had 250 employees split over 19 depots and the head office. An Executive Director heads each department and stays well connected to the work force. Managers in each location hold regular briefings and discussions with staff. Given the nature of group activities, health and safety is of paramount importance and regular updates, training and briefings are held with the workforce.
Relationships with suppliers and customers
Members of the senior management team and the board meet regularly with key customers and suppliers to enhance relationships and understand their views. Our relationships with key suppliers are critical and are the responsibility of senior board members. These include regular meetings with their senior staff and our active participation in trade bodies such as the Petroleum Association.
Section 172 statement (continued)
Impact on the community and the environment
We recognise that being a responsible business requires a firm commitment to following conscientious environmental practices. In an effort to mitigate the group's carbon emissions and use resources more responsibly, the group uses the following initiatives:
Conversion of all lights in premises to energy efficient LED light fittings, including floodlights
Purchase of carbon credits to offset
Installation of solar panel and battery system at our head office
Investment of clean, modern fleet
Provision of electrical alternatives for company cars
Business conduct
The fundamental values of honesty, integrity, and ethical conduct form the core of everything we do. The directors are committed to maximising long-term shareholder value while supporting management in the operations of the business, observing ethical standards and adhering to all applicable laws.
Our reputation is shaped by the personal decisions of every employee, and so to guide those decisions; all our employees and directors must adhere to our code of conduct. We provide various channels for employees to obtain answers to questions or to report potential or actual violations of law, regulation, or policy freely and without fear of retaliation. This helps to ensure we promote a culture where employees are comfortable bringing up their questions or concerns.
We are passionate about our work and want our name to stand for excellence.
Acting fairly between members
The sole member of the company's parent undertaking is also a director of the company. The directors are in regular contact with the senior management team through monthly financial reporting and ad-hoc communications. This ensures that the member is kept informed of events and has an opportunity to take part in the running and strategic direction of the group.
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 11.
Ordinary dividends were paid amounting to £4,500,000 (2023: £3,750,000). 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 group does not use derivatives for either financial risk management or for speculative purposes. The group's financial risk management objectives, policies and exposure to financial risks are not considered material for the assessment of the group's assets, liabilities, financial position or result for the year and as such, no further disclosure is considered necessary.
Members of the senior management team and the board meet regularly with key customers and suppliers to enhance relationships and understand their views. Our relationships with key suppliers are critical and are the responsibility of senior board members. These include regular meetings with their senior staff and our active participation in trade bodies such as the Petroleum Association.
Group banking facilities are provided by HSBC. The group held cash of £2.2m at the year end (2023 - £3.3m). Senior Directors regularly meet with our bankers.
Matters addressed in the strategic report
The group 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 future developments.
The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
The company has taken advantage of the Streamlined Energy and Carbon Reporting disclosure exemptions in preparing these financial statements, as permitted by The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 as this information is included in the Directors’ Report of J.W. Johnston Limited, the parent undertaking.
We have audited the financial statements of Johnston Fuels Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, 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).
Basis for 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
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.
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 extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)
We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and the sector in which they operate, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:
Companies Act 2006;
UK Tax legislation;
UK Generally Accepted Accounting Practice; and
Health and Safety at work Act 1974.
We gained an understanding of how the group and the parent company are complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, external inspections, relevant correspondence with regulatory bodies and board meeting minutes.
We assessed the susceptibility of the group’s and parent company’s financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:
Management override of controls
Revenue recognition
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:
Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;
Reviewing the level of and reasoning behind the group’s and parent company’s procurement of legal and professional services
Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;
Performing audit procedures to address the risk of a material misstatement on the occurrence of revenue transactions, including the use of data analytics procedures over the entire population of sales and sample testing of individual transactions;
Completion of appropriate checklists and use of our experience to assess the group’s and parent company’s compliance with the Companies Act 2006; and
Agreement of the financial statement disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that 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 intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed 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.
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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £4,333,060 (2023 - £3,529,241 profit).
Johnston Fuels Limited (“the company”) is a private limited company domiciled and incorporated in Scotland.The registered office is Standhill, Whitburn Road, Bathgate, West Lothian, EH48 3HR.
The group consists of Johnston Fuels 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 £.
The financial statements have been prepared under the historical cost convention, modified to include investment properties at fair value. 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 (where applicable):
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures; and
Section 33 ‘Related Party Disclosures’: Disclosure of transactions entered into with any wholly-owned subsidiary of the group.
The consolidated group financial statements consist of the financial statements of the parent company Johnston Fuels Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 December 2024. 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.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The financial statements have been prepared on a going concern basis. In forming this view, the directors have considered the Group’s current financial position, including the result for the year ended 31 December 2024, being a profit before tax of £8.4m, the availability of existing overdraft facilities, and prepared forecasts and projections covering a period of at least twelve months from the date of approval of these consolidated financial statements.
The forecasts take into account expected future income and expenditure and show that the Group will have sufficient resources to continue to trade and to meet its liabilities, including the service of debt, as they fall due.
Accordingly, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. On this basis the directors continue to adopt the going concern basis in preparing the financial statements.
The group generates revenue principally through selling and distributing oil and gas.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Sale of goods
Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
the group has transferred the significant risks and rewards of ownership to the buyer;
the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of turnover can be measured reliably;
it is probable that the group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of turnover can be measured reliably;
it is probable that the group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.
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 statement of comprehensive income.
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 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 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 balance sheet 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 certain debtors and cash and bank balances, 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 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 the statement of comprehensive income.
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 the statement of comprehensive income.
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 certain 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 statement of comprehensive income 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 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 statement of comprehensive income, 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 if, and only if, there is 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.
Rentals payable under operating leases, including any lease incentives received, are charged to the statement of comprehensive income 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.
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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Motor vehicles are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Any change within the actual lives of the asset would impact on the net book value of the vehicles. In making these assessments, the directors consider factors such as current market conditions and demand as well as projected disposal values.
Investment property is carried at fair value which is based on open market value. This requires the directors to exercise due care in consideration of the fair value as there is inherent uncertainty in this assessment. The directors' judgements are informed by independent third party valuations performed by chartered surveyors.
The fair value of investment property is outlined at note 14.
At each reporting period end date, the directors review the carrying value of the company's investments in subsidiary undertakings 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). The assessment of recoverable amount involves judgement over net sales value and future cash generation attributable to the underlying assets.
The carrying value of the company's investment in subsidiaries is outlined at note 15.
All turnover arose within the United Kingdom.
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 1 (2023 - 3).
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
A change in the UK Corporation tax rate to 25% took effect from 1 April 2023. This change had a consequential effect on the group's tax charge in the prior period with the standard rate of tax in that year reflective of a marginal tax rate arising from the group's period straddling the 19% and 25% tax rates. Deferred tax has been calculated at 25%.
Goodwill brought forward relates to acquired customer lists.
Additions to goodwill in the year are a result of the purchase of assets of Connon Oil Ltd, purchase of JOE Middlesbrough customer lists from JOE Energy Ltd and hive up of Cardiff Gas Ltd. Details of these business combinations are at note 27.
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Investment property comprises land and buildings held for rental income or capital appreciation purposes. The fair value of the investment property has been arrived at on the basis of a valuation carried out at 31 December 2024 by surveyors within the company. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.
The historical cost of investment property at the reporting date was £685,726 (2023 - £1,088,995) for the group and £685,726 (2023 - £685,726) for the company.
Details of the company's subsidiaries at 31 December 2024 are as follows:
Johnston Fuelcards Limited (SC518487) and Orka FM Limited ((SC560232) have taken the exemption from the requirement to have their individual financial statements audited. This exemption is available under section 479A of the Companies Act 2006.
Amounts owed by group undertakings includes amounts owed by other companies in the J.W. Johnston Group. All amounts are unsecured, interest free and repayable on demand.
Amounts owed to group undertakings includes amounts owed to other companies in the J.W. Johnston Group. All amounts are unsecured, interest free and repayable on demand.
Obligations under finance leases are secured against the underlying asset concerned.
Obligations under finance leases are secured against the underlying asset concerned.
The group bank facility is secured by a floating charge over the assets and undertakings of Johnston Fuels Limited, along with a composite company unlimited multilateral guarantee given by Johnston Fuels Limited, Johnston Oils Limited, J Gas Limited, Fuel Transport Solutions Limited, Allison & Hunter Oil Limited, Johnston Fuelcards Limited and JOE Energy Limited.
The companies noted above are fellow group undertakings with the exception of JOE Energy Limited, which is related through common directorship.
Finance lease payments represent rentals payable by the company or group for certain motor vehicles. 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:
The group had estimated tax losses of £2,596 (2023 - £557) available for carry forward against future trading profits.
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. Contributions totalling £172 (2023 - £1,115) were payable to the fund at the reporting date and are including in creditors falling due within one year.
The Ordinary A shares carry no voting rights but contain rights to preferential dividends in accordance with the company's articles.
The Ordinary B shares each carry voting rights.
The profit and loss account reserve includes all current and prior period retained profits and losses, net of dividends paid.
On 31 July 2024 the group acquired the business of Cardiff Gas Ltd.
The business acquisition has been accounted for under the acquisition accounting method. Goodwill recognised on the acquisition represents the value attributed to the anticipated future economic benefits. Goodwill is being amortised over a period of 5 years following an assessment made by the directors over the period which the economic benefits are expected to be derived.
On 13 September 2024 the group acquired the business of Connon Oils Ltd. The acquisition supports part of the group's growth strategy with the intent for Johnston Oils Ltd to continue operating the Business as a going concern.
The business acquisition has been accounted for under the acquisition accounting method. Goodwill recognised on the acquisition represents the value attributed to the anticipated future economic benefits. Goodwill is being amortised over a period of 5 years following an assessment made by the directors over the period which the economic benefits are expected to be derived.
On 12 June 2024 the group acquired customer lists from Joe Energy Ltd.
The business acquisition has been accounted for under the acquisition accounting method. Goodwill recognised on the acquisition represents the value attributed to the anticipated future economic benefits. Goodwill is being amortised over a period of 5 years following an assessment made by the directors over the period which the economic benefits are expected to be derived.
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:
At the reporting end date the group had contracted with tenants for the following minimum lease payments:
Amounts contracted for but not provided in the financial statements:
Key management personnel are regarded as the directors. Details of remuneration paid to directors in the current and comparative year is outlined at note 7.
During the year the group entered into the following transactions with related parties:
The following amounts were outstanding at the reporting end date:
The following amounts were outstanding at the reporting end date:
Other relates parties include companies in which have a common directorship.