REGISTERED NUMBER: SC143710

THOMSON PETTIE GROUP LIMITED

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025

Page

Group Strategic Report

1

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Profit and Loss Account

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

The directors present their strategic report of the company and the group for the year ended 31 March 2025.

REVIEW OF BUSINESS

The results for the year and financial position of the group are as shown in the annexed financial statements.

We aim to present a balanced and comprehensive review of the development and performance of our group business during the year and its position at the year end. Our review is consistent with the size and nature of our business and is written in the context of the risks and uncertainties that we face.

Our key performance indicators across the group are those that communicate the financial performance and strength of the group as a whole. They are turnover, gross profit margin, operating profit and net assets.

In terms of the parent company, Thomson Pettie Group Limited, turnover for the year totalled £531,801 (2024: £1,118,524), consisting of management charge income of £439,050 (2024: £1,014,274) and rental income of £92,751 (2024: £104,250).

The company achieved a gross profit margin of 100% (2024: 100%) and operating profit amounted to £159,307 (2024: £350,449).

Net assets of the parent company decreased during the year from £1,556,428 to £1,335,989.

In terms of the main trading subsidiary company, Thomson Pettie Limited, turnover amounted to £12,616,122 (2024: £15,388,013), 95% of which is UK based.

The company achieved a gross profit margin of 25.09% (2024: 30.16%) and an operating profit of £22,286 (2024: £662,358)

Net assets increased during the year from £3,785,277 to £3,857,564.

In terms of the other trading subsidiary company, Manufacturing Support (Scotland) Limited, turnover amounted to £6,767,295 (2024: £3,267,321).

The company achieved a gross profit margin of 11.87% (2024: 16.75%) and an operating profit of £403,456 (2024: £222,490).

Net assets increased during the year from £579,667 to £854,600.

In terms of the other trading subsidiary company, John D Dunlop Limited previously known as John D Dunlop (Brassfounders and Engineers) Limited, turnover amounted to £1,111,752 (2024: £1,259,270).

The company achieved a gross profit margin of 40.14% (2024: 45.24%) and an operating profit of £116,819 (2024: £263,821).

Net assets increased during the year from £1,233,789 to £1,316,032.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the group are driven by the future trading performance of the subsidiaries who mainly operate in the bus components and earth moving machinery markets.

On a month to month basis, the Group monitors forward production schedules of its key customers, matching future demand to manufacturing capacity. All aspects of key customer relationships are monitored and developed on a regular basis. Credit insurance is in place for the entire customer base.

There is an ongoing policy to broaden our customer base outwith the aforementioned markets and new products are under development for prospective markets.

ON BEHALF OF THE BOARD:

P C Thomson - Director

12 November 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2025.

PRINCIPAL ACTIVITIES

The principal activity of the parent company in the year under review was that of a holding and property investment company.

The principal activities of the subsidiary companies are:

Thomson Pettie Limited - Manufacture of steel tube products and associated metal fabrications.

Manufacturing Support (Scotland) Limited - Assembly of various metal products.

John D Dunlop Limited - Manufacture of high performance gunmetal fittings for the marine industry.

DIVIDENDS

There were dividends of £294,858 for the year ended 31 March 2025.

FUTURE DEVELOPMENTS

Looking ahead for the group, our priority for the coming year and beyond is to strengthen resilience and diversify our customer base further.

In relation to our subsidiary companies, financial year 2025/26 will further focus on the efficiency of our operations to facilitate further growth and drive value for our clients.

Operational efficiency remains a core focus and we will continue to invest in automation, process improvements, and staff training to future-proof our capabilities and offset rising production costs. Our employees remain our greatest asset, and ongoing investment in their skills and development is central to both efficiency and customer satisfaction.

Further business development activities, including refreshed marketing efforts and dedicated personnel will be undertaken to secure new opportunities, strengthen our market position, and mitigate potential impacts from volatility in specific sectors.

Our employees remain our biggest asset. Staff education and training has become a pivotal tool when driving efficiencies and our employees will see our investment in this area continued this year. Automation has also been key to our success to date and this year will see additional investment in future proofing our operations and offsetting processing costs, releasing further capacity for growth.

DIRECTORS

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

P C Thomson

C H Thomson

Mrs G C Laird

FINANCIAL INSTRUMENTS

During the financial year a subsidiary company used invoice financing agreements in order to manage its liquidity and cashflow risks. The directors do not believe that the group is exposed to any other risks that are sufficient to require the use of financial instruments.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors, the Strategic Report and the financial statements in accordance with applicable laws 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 the affairs of the company and of the profit and loss of the company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable accounting standards have been followed subject to any material departures disclosed and explained in the financial statements;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:

P C Thomson - Director

12 November 2025

Opinion

We have audited the financial statements of Thomson Pettie Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

-

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

-

we identified the laws and regulations applicable to the group and company through discussions with directors and other management and from our knowledge and experience of the sector;

-

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, FRS102, taxation legislation and Sale of Goods Act. We also considered those laws and regulations having an indirect impact but nonetheless significant, including, GDPR, anti-bribery, employment, environmental and health and safety legislation;

-

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the group and company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

-

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

-

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

Auditors' responsibilities for the audit of the financial statements - continued

To address the risk of fraud through management bias and override of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions;

-

assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 2 were indicative of potential bias; and

-

investigated the rationale behind significant or unusual transactions.

In assessing the risk of material misstatements due to fraud in relation to revenue recognition, we:

-

performed analytical procedures to identify unusual or unexpected relationships;

-

performed walkthrough tests and substantive sample testing; and

-

carried out cut off testing to ensure revenue recognised in the correct period.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

enquiring of management as to actual and potential litigation and claims; and

-

reviewing correspondence with HMRC, relevant regulators and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Duncan MacCaig, CA (Senior Statutory Auditor)

for and on behalf of Armstrong Watson Audit Limited

Chartered Accountants & Statutory Auditors

Caledonia House

89 Seaward Street

Glasgow

G41 1HJ

12 November 2025

TURNOVER

3

17,379,716

19,968,854

Cost of sales

12,896,856

14,157,351

GROSS PROFIT

4,482,860

5,811,503

Administrative expenses

4,008,690

4,434,977

474,170

1,376,526

Other operating income

4

100,671

86,965

Gain on revaluation of

investment property

105,000

-

OPERATING PROFIT

6

679,841

1,463,491

Interest receivable and similar income

61,077

4,208

740,918

1,467,699

Interest payable and similar expenses

7

58,914

38,004

PROFIT BEFORE TAXATION

682,004

1,429,695

Tax on profit

8

174,427

390,666

PROFIT FOR THE FINANCIAL YEAR

507,577

1,039,029

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

507,577

1,039,029

Profit attributable to:

Owners of the parent

484,516

987,673

Non-controlling interests

23,061

51,356

507,577

1,039,029

Total comprehensive income attributable to:

Owners of the parent

484,516

987,673

Non-controlling interests

23,061

51,356

507,577

1,039,029

FIXED ASSETS

Intangible assets

11

44,145

50,451

Tangible assets

12

2,469,582

2,608,598

Investments

13

-

-

Investment property

14

1,205,000

1,100,000

3,718,727

3,759,049

CURRENT ASSETS

Stocks

15

1,953,677

2,034,136

Debtors

16

2,774,926

3,244,268

Cash at bank and in hand

1,218,622

1,070,332

5,947,225

6,348,736

CREDITORS

Amounts falling due within one year

17

2,755,619

2,838,450

NET CURRENT ASSETS

3,191,606

3,510,286

TOTAL ASSETS LESS CURRENT LIABILITIES

6,910,333

7,269,335

CREDITORS

Amounts falling due after more than one year

18

(338,633

)

(637,604

)

PROVISIONS FOR LIABILITIES

22

(676,816

)

(649,566

)

NET ASSETS

5,894,884

5,982,165

CAPITAL AND RESERVES

Called up share capital

23

58,972

58,972

Non-distributable reserve

24

370,819

291,945

Capital redemption reserve

24

426,030

426,030

Retained earnings

24

5,039,063

4,801,616

SHAREHOLDERS' FUNDS

5,894,884

5,578,563

NON-CONTROLLING INTERESTS

-

403,602

TOTAL EQUITY

5,894,884

5,982,165

The financial statements were approved by the Board of Directors and authorised for issue on 12 November 2025 and were signed on its behalf by:

P C Thomson - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

677

1,833

Investments

13

1,513,446

1,213,446

Investment property

14

1,205,000

1,100,000

2,719,123

2,315,279

CURRENT ASSETS

Debtors

16

81,703

398,170

Cash at bank

105,449

21,777

187,152

419,947

CREDITORS

Amounts falling due within one year

17

352,013

277,602

NET CURRENT (LIABILITIES)/ASSETS

(164,861

)

142,345

TOTAL ASSETS LESS CURRENT LIABILITIES

2,554,262

2,457,624

CREDITORS

Amounts falling due after more than one year

18

(1,112,093

)

(821,093

)

PROVISIONS FOR LIABILITIES

22

(106,180

)

(80,103

)

NET ASSETS

1,335,989

1,556,428

CAPITAL AND RESERVES

Called up share capital

23

58,972

58,972

Non-distributable reserve

24

370,819

291,945

Capital redemption reserve

24

426,030

426,030

Retained earnings

24

480,168

779,481

SHAREHOLDERS' FUNDS

1,335,989

1,556,428

Company's profit for the financial year

74,419

217,795

The financial statements were approved by the Board of Directors and authorised for issue on 12 November 2025 and were signed on its behalf by:

P C Thomson - Director

Called up

share

Retained

Non-distrib

capital

earnings

reserve

£

£

£

Balance at 1 April 2023

58,972

4,109,161

291,945

Changes in equity

Dividends

-

(295,218

)

-

Total comprehensive income

-

987,673

-

Balance at 31 March 2024

58,972

4,801,616

291,945

Changes in equity

Dividends

-

(294,858

)

-

Total comprehensive income

-

484,516

-

Reallocate valuation gain on

investment property

-

(105,000

)

105,000

Reallocate associated

deferred tax

-

26,126

(26,126

)

Acquisition of non-controlling

interest

-

126,663

-

Balance at 31 March 2025

58,972

5,039,063

370,819

Capital

redemption

Non-controlling

Total

reserve

Total

interests

equity

£

£

£

£

Balance at 1 April 2023

426,030

4,886,108

352,246

5,238,354

Changes in equity

Dividends

-

(295,218

)

-

(295,218

)

Total comprehensive income

-

987,673

51,356

1,039,029

Balance at 31 March 2024

426,030

5,578,563

403,602

5,982,165

Changes in equity

Dividends

-

(294,858

)

-

(294,858

)

Total comprehensive income

-

484,516

23,061

507,577

Acquisition of non-controlling

interest

-

126,663

(426,663

)

(300,000

)

Balance at 31 March 2025

426,030

5,894,884

-

5,894,884

Called up

Capital

share

Retained

Non-distributable

redemption

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1 April 2023

58,972

856,904

291,945

426,030

1,633,851

Changes in equity

Dividends

-

(295,218

)

-

-

(295,218

)

Total comprehensive income

-

217,795

-

-

217,795

Balance at 31 March 2024

58,972

779,481

291,945

426,030

1,556,428

Changes in equity

Dividends

-

(294,858

)

-

-

(294,858

)

Total comprehensive income

-

74,419

-

-

74,419

Reallocate valuation gain on

investment property

-

(105,000

)

105,000

-

-

Reallocate associated

deferred tax

-

26,126

(26,126

)

-

-

Balance at 31 March 2025

58,972

480,168

370,819

426,030

1,335,989

Cash flows from operating activities

Cash generated from operations

1

1,623,875

2,059,035

Interest paid

(40,677

)

(18,034

)

Interest element of hire purchase payments paid

(18,237

)

(19,970

)

Tax paid

(398,890

)

(621,478

)

Net cash from operating activities

1,166,071

1,399,553

Cash flows from investing activities

Purchase of property plant and equipment

(443,269

)

(517,648

)

Sale of property plant and equipment

10,882

2,069

Interest received

61,077

4,208

Net cash from investing activities

(371,310

)

(511,371

)

Cash flows from financing activities

Loan repayments in year

(148,148

)

(111,111

)

Capital repayments in year

(203,465

)

(209,814

)

Equity dividends paid

(294,858

)

(295,218

)

Net cash from financing activities

(646,471

)

(616,143

)

Increase in cash and cash equivalents

148,290

272,039

Cash and cash equivalents at beginning of year

2

1,070,332

798,293

Cash and cash equivalents at end of year

2

1,218,622

1,070,332

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

2025

2024

£

£

Profit before taxation

682,004

1,429,695

Depreciation charges

588,591

665,537

(Profit)/loss on disposal of fixed assets

(10,882

)

2,984

Gain on revaluation of fixed assets

(105,000

)

-

Government grants

(100,671

)

(86,965

)

Finance costs

58,914

38,004

Finance income

(61,077

)

(4,208

)

1,051,879

2,045,047

Decrease/(increase) in stocks

80,459

(297,260

)

Decrease in trade and other debtors

469,342

957,855

Increase/(decrease) in trade and other creditors

22,195

(646,607

)

Cash generated from operations

1,623,875

2,059,035

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 March 2025

31/3/25

1/4/24

£

£

Cash and cash equivalents

1,218,622

1,070,332

Year ended 31 March 2024

31/3/24

1/4/23

£

£

Cash and cash equivalents

1,070,332

798,293

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/4/24

Cash flow

At 31/3/25

£

£

£

Net cash

Cash at bank and in hand

1,070,332

148,290

1,218,622

1,070,332

148,290

1,218,622

Debt

Finance leases

(533,716

)

203,465

(330,251

)

Debts falling due within 1 year

(111,111

)

111,111

-

Debts falling due after 1 year

(37,037

)

37,037

-

(681,864

)

351,613

(330,251

)

Total

388,468

499,903

888,371