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, supply and fitting of tyres, industrial services and wind turbine maintenance. 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:

The average number of employees in the year was 336 (2023 - 328).

Turnover increased by 7.3% driven by both the expansion of the existing operations a 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.

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

On behalf of the board

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

The principal activity of the group continued to be the supply and distribution of oil and gas, supply and fitting of tyres, industrial services and wind turbine maintenance. The principal activity of the company continued to be that of an investment holding company.

The results for the year are set out on page 12.

Ordinary dividends were paid amounting to £13,771,269 (2023 - £1,409,024). The directors do not recommend payment of a further dividend.

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

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

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.

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

The group's policy is to consult and discuss with employees, through staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

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 £3.3m at the year end (2023 - £4.6m). 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.

As J.W. Johnston Ltd is classified as a large unquoted company under the definitions set in Section 465 and 466, Chapter 15 of the Companies Act 2006, it needs to comply with the new Government legislation implemented by The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (“the 2018 Regulations”) on Streamlined Energy and Carbon Reporting (SECR). All subsidiary undertakings, other than Johnston Fuels Limited and Johnston Oils Ltd, are exempt from reporting under paragraph 20b(2) of the regulations. J.W. Johnston Limited, as a standalone company, is exempt from reporting under paragraph 20D(7) as it does not consume more than 40,000 kWh of energy in a reporting period and therefore qualifies as a low energy user. Therefore, the below reporting is in respect of Johnston Fuels Limited and Johnston Oils Ltd.

To fulfil this, we have measured our UK energy and greenhouse gas emissions as classified within Scope 1, Scope 2 and mandatory element of Scope 3 of the SECR regulations.

UK Greenhouse gas emissions and energy use data for the period 1 January 2024 to 31 December 2024

Energy consumption used to calculate emissions (kWh) 1,166,020 (2023: 466,380)

Scope 1 emissions in metric tonnes CO2e

Gas consumption 52.94 (2023: 27.65)

Fuel for transport purposes combustion 2208.60 (2023: 1993.71)

Scope 2 emissions in metric tonnes CO2e

Purchased electricity 204.73 (2023: 168.86)

Scope 3 emissions in metric tonnes CO2e

Business travel in rental cars or employee-owned vehicles where company is responsible for purchasing the fuel 9.02 (2023: 6.19)

Total gross emissions in metric tonnes CO2e 2475.28 (2023: 2196.41)

Intensity ratio - tonnes CO2e against turnover (per 100k) 1.35 (2023: 1.29)

Quantification and reporting methodology

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government's conversion factors for company reporting.

Gas and electricity consumption data used accurate and verifiable monthly invoice data from automated meter readings at each unit.

Transport emissions were determined from the mileage travelled on business in company cars broken down by engine size and fuel type and in personal vehicles assuming an average car with a 50:50 split between petrol and diesel. This information was obtained through the company’s expense claim system. Where available engine size was used to classify the cars into small, medium and large by fuel type in order to convert the mileage into carbon dioxide equivalent emissions.

Intensity measurement

Intensity ratios compare emissions data with an appropriate business metric or financial indicator. This allows a comparison of energy efficiency performance over time and with other similar types of organisation. The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e compared against turnover.

Measures taken to improve energy efficiency

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

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

The directors are responsible for preparing the 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 group and the parent company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable 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 group and the parent company will continue in business.

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

We have audited the financial statements of J.W. Johnston 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).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's 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 Auditor 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 parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report and financial statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report and financial statements. 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 our knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

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

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

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

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

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

As explained more fully in the directors' responsibilities statement, 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 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 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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;

• To gain comfort over the completeness, accuracy and occurrence of sales, we agreed a sample of invoice and then to the relevant subsidiary trial balance. To gain comfort over cut-off a sample of sales either side of year end was agreed to invoice and correct recording in the nominal.

• 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 £3,834,771 (2023 - £3,645,972 profit).

J.W. Johnston 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 J.W. Johnston 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:

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

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel and disclosure of transactions entered into with any wholly-owned subsidiary of the group.

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

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

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

All financial statements are made up to 31 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 £7.5m, 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, supplying and fitting tyres, providing industrial services and providing wind turbine maintenance.

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.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.

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

Negative goodwill arising on business combinations in respect of acquisitions is included on the balance sheet and released to the statement of comprehensive income in the periods in which the non-monetary assets arising on the same acquisition are recovered. Any excess exceeding the fair value of non-monetary assets acquired are recognised in the statement of comprehensive income in the periods expected to benefit.

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

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

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

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are 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.

Stocks are stated at the lower of cost and net realisable value. 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. Net realisable value is calculated as estimated selling price less costs to complete and sell.

Stocks are stated on a first in, first out basis.

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 the statement of comprehensive income. Reversals of impairment losses are also recognised in the statement of comprehensive income.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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

Financial instruments are recognised in the group's 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 and bank borrowings, 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.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in the statement of comprehensive income.

The financial statements of overseas subsidiary undertakings are translated at the rate of exchange ruling at the balance sheet date. The exchange difference arising on the retranslation of opening net assets is taken to reserves through other comprehensive income. The income and expenditure of foreign operations are translated at an average rate for the period where this rate approximates to the foreign exchange rates ruling at the dates of the transactions. Exchange differences arising from this translation of foreign operations are taken to reserves through other comprehensive income.

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.

An annual assessment is made as to any obsolescence of stock based on historical experience and expectation of future events. Any judgements made regarding stock obsolescence are specific.

The carrying value of the group's stock at the reporting date is outlined within note 17.

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 an in-house specialist surveyor.

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.

The group's intangible assets relate to acquisition goodwill which is also amortised over is useful economic life. In assessing useful economic life, the directors give due consideration to the nature of the underlying assets acquired and the period over which the resultant benefits are expected to arise.

The carrying value of the goodwill at the reporting date is outlined at note 12.

99% (2023 - 99%) of 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%.

Included within the carrying value of goodwill at the reporting date is £408,000 (2023 - £188,000) relating to acquired customer lists.

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 was valued in December 2024 at market value based on the results of valuations performed by an in-house specialist surveyor. The directors believe this is an accurate reflection of the fair value as at the reporting date.

The historical cost of investment property at the reporting date was £4,780,899 (2023 - £2,729,810).

During the current reporting period, the company invested a further £600k in JWJ Bathgate Limited, a subsidiary undertaking.

Details of the company's subsidiaries at 31 December 2024 are as follows:

SOS Drains Limited (SC339576), TG Industrial Services Limited (SC305632), Herning Wind Limited (SC730687) and Lakota Tate Limited (11830279) 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.

Johnston Fuelcards Limited (SC518487) and Orka Energy Limited (SC560232) have taken the exemption from the requirement to have their individual financial statements. This exemption has been made available by Johnston Fuels Limited and is available under section 479A of the Companies Act 2006.

On 14 October 2024, the Group incorporated JWJ Residential Limited, a wholly owned subsidiary. The subsidiary was consolidated from the date of incorporation.

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

Amounts owed to group undertakings 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 of various direct and indirect subsidiary undertakings of the company, 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.

During the year, the company entered into a loan agreement with a director, who is also a shareholder. The director advanced funds totaling £10,000,000 to the company.

- The loan is subject to an annual interest rate of 6%, accrued on a monthly basis.

- The loan is repayable at the end of the10 year period.

- As at the balance sheet date, £10,000,000 remained outstanding.

- Interest charged for the year amounted to £600,000.

- No amounts have been repaid, waived, or written off during the year.

Finance lease payments represent rentals payable by the company or group for 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 - £1,810) 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 £81,485 (2023 - £1,732) were payable to the fund at the reporting date and are including in creditors falling due within one year.

The company has one class of ordinary shares which carry no right to fixed income.

The company has one class of ordinary shares which carry no right to fixed income.

The profit and loss account reserve includes all current and prior period retained profits and losses, net of dividends paid. The profit and loss account includes cumulative surplus on revaluation of investment property of £2,186,157 (2023 - £2,127,919).

Foreign exchange reserve

The foreign exchange reserve includes all current and prior period unrealised gains and losses on translation of overseas subsidiaries.

Merger reserve

The merger reserve was created on the group reorganisation which made J.W. Johnston Limited the new ultimate parent undertaking of the group.

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 to continue operating the Business as a going concern.

As part of the acquisition, the directors assessed the book value of the total identifiable net assets to be the equivalent of their fair value.

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 Middlesbrough.

As part of the acquisition, the directors assessed the book value of the total identifiable net assets to be the equivalent of their fair value.

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 31 July 2024 the group acquired the business of Cardiff Gas Ltd.

As part of the acquisition, the directors assessed the book value of the total identifiable net assets to be the equivalent of their fair value.

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:

The company has taken advantage of disclosure exemptions available under Section 33 of FRS 102 whereby it has not disclosed transactions entered into with any wholly-owned subsidiary of the group.

Dividends totalling £13,771,269 (2023 - £1,409,024) were paid in the year in respect of shares held by the company's directors.

Advances or credits have been granted by the group to its directors as follows:

During the year, the company entered into a loan agreement with a director, who is also a shareholder. The director advanced funds totaling £10,000,000 to the company.

- The loan is subject to an annual interest rate of 6%, accrued on a monthly basis.

- The loan is repayable at the end of the10 year period.

- As at the balance sheet date, £10,000,000 remained outstanding.

- Interest charged for the year amounted to £600,000.

- No amounts have been repaid, waived, or written off during the year.

In the opinion of the directors, the ultimate controlling party is S D Johnston by virtue of his shareholding in the company.