REGISTERED NUMBER: 02279380 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

STEVE GRAY LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

18

DIRECTORS:

S P Gray

M I Winter

SECRETARY:

Mrs J C Gray

REGISTERED OFFICE:

Gores Road

Knowsley Industrial Park Kirkby

Liverpool

Merseyside

L33 7XS

REGISTERED NUMBER:

02279380 (England and Wales)

AUDITORS:

Fairhurst Audit Services Ltd

Statutory Auditor

Chartered Accountants

Douglas Bank House

Wigan Lane

Wigan

Lancashire

WN1 2TB

BANKERS:

Natwest Bank

Aintree

Liverpool

L9 OEG

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

Principal activity

The principal activity of the group in the year under review was that of a commercial vehicle dealer, including leasing of commercial vehicles, new and used vehicle sales, parts availability, diagnostics, repair and maintenance, MOT preparation and testing.

Review of business

The group remained profitable during the financial year ended 31st March 2025 despite pressures from increasing costs and other external economic factors. The group achieved turnover of £14.6m (2024 £15.4m), EBITDA of £1.9m (2024 £2.2m), generated £2.2m of cash from operations and invested £611k in its rental fleet.

During the year strong relationships with local schools and colleges were maintained, and there was significant investment in training and apprenticeships. The group is pleased to continue to support local charities and community organisations, such as Zoe's Place and local foodbanks. Local sport is also supported, including sponsorship of Southport FC.

The group has two main trading subsidiaries, MTC Northwest Limited and MTC Truck & Van Rental Ltd, as follows:

MTC Northwest Limited

Key areas of operation are: commercial vehicle service and repair, and vehicle parts sales. Each area is closely monitored and produces contribution for the business. Monthly management accounts are produced, and management meetings held, both for the overall company and for the individual operating areas. There is a focus both on continual improvement and on areas of risk.

MTC Truck & Van rental Ltd

MTC Truck & Van Rental was incorporated in October 2021. Previously, MTC Northwest Limited hired out commercial vehicles; this work was taken over by the new company, with the aim of growing the business through increased focus. During 2024/25, MTC Truck & Van Rental also took over the sale of new & used commercial vehicles.

Offering both long- and short-term commercial vehicle hire, with the majority of income earned through multi-year contracts, the company achieved turnover of £5.1m in the year (17 months to 31/03/24: £2.3m) and EBITDA of £373k (17 months to 31/03/24: £308k).

Key performance indicators

The success of the 2 businesses are measured using a suite of financial and non-financial KPIs, including: Profit Margins; Debtors Days; Stock Days; Training Levels; Apprenticeships; Customer Satisfaction; and Productivity.

2025

2024

£'000

£'000

Sales

14,583

15,424

Gross profit

3,974

3,769

Margin %

27.2%

24.4%

EBITDA

1,898

2,198

Net Assets

2,493

2,153

Future Developments

The Board are aware of external factors within the transport industry and the economy as a whole, including increased business costs and low growth. However, the group is in a good position to remain profitable given its customer base and skilled workforce. Performance for the year to date remains close to budget.

PRINCIPAL RISKS AND UNCERTAINTIES

Risks including financial constraints, commercial and contractual, are managed internally by holding regular senior

manager's meetings, board meetings and monthly Directors meetings, in order to achieve the group's long term aims, which are:

The business has identified its long-term aims as follows.

- Income driven by electric vehicles

- Minimal environmental impact

- A highly skilled workforce

- A full succession plan in place

- A culture that values all of our stakeholders

- Risks identified and minimised

EMPLOYEES

Regular meetings are held involving directors, managers and supervisory staff to convey information to employees

regarding group performance and other factors affecting the business.

The group's policy and practice is to encourage and assist the employment, training, career development and

promotion of disabled staff.

HEALTH, SAFETY AND ENVIRONMENTAL ISSUES

The group is committed to outstanding performance in health, safety and environmental matters through a policy of training, communication and co-operation applied consistently throughout all operations.

The safety of employees, customers, public and property is the priority for all company activities, and our rigorous

attention to procedures is fundamental in achieving this goal. The group holds ISO 9001 and ISO 14001 accreditation, and works with external consultants to maintain these standards.

ON BEHALF OF THE BOARD:

M I Winter - Director

28 November 2025

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

DIVIDENDS

The total distribution of dividends for the year ended 31 March 2025 was £Nil (2024 - £79,000).

DIRECTORS

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

S P Gray

M I Winter

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

ON BEHALF OF THE BOARD:

M I Winter - Director

28 November 2025

Opinion

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

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 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 page 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.

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

- we identified the laws and regulations applicable to the company through discussions with directors and other

management, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on it's operations. Key laws and regulations that we identified included the UK Companies Act, tax legislation,

employment legislation and Health and Safety regulations.

- we enquired of the directors and reviewed correspondence with HMRC for evidence of non-compliance with laws and regulations. We also reviewed controls the directors have in place to ensure compliance.

We assessed the susceptibility of the 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.

- 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 were indicative of

potential bias.

- we reviewed financial statements disclosures and tested to supporting documentation to assess compliance with

relevant laws and regulations discussed above;

- we enquired of the directors about actual and potential litigation and claims.

Due to inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material

misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations.

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.

John B S Fairhurst BA (Hons) FCA (Senior Statutory Auditor)

for and on behalf of Fairhurst Audit Services Ltd

Statutory Auditor

Chartered Accountants

Douglas Bank House

Wigan Lane

Wigan

Lancashire

WN1 2TB

28 November 2025

TURNOVER

14,582,927

15,423,542

Cost of sales

10,608,666

11,654,992

GROSS PROFIT

3,974,261

3,768,550

Administrative expenses

3,057,138

2,472,505

917,123

1,296,045

Other operating income

-

352

OPERATING PROFIT

5

917,123

1,296,397

Interest receivable and similar income

37,749

27,777

954,872

1,324,174

Interest payable and similar expenses

6

205,345

172,763

PROFIT BEFORE TAXATION

749,527

1,151,411

Tax on profit

7

190,641

238,307

PROFIT FOR THE FINANCIAL YEAR

558,886

913,104

Profit attributable to:

Owners of the parent

558,886

913,104

PROFIT FOR THE YEAR

558,886

913,104

OTHER COMPREHENSIVE INCOME

Share buy back

(219,083

)

(201,000

)

Purchase of own shares

1

1

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(219,082

)

(200,999

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

339,804

712,105

Total comprehensive income attributable to:

Owners of the parent

339,804

712,105

FIXED ASSETS

Tangible assets

10

3,861,281

4,265,751

Investments

11

-

-

3,861,281

4,265,751

CURRENT ASSETS

Stocks

12

2,403,542

1,755,623

Debtors

13

3,073,353

2,713,803

Cash at bank and in hand

464,422

505,058

5,941,317

4,974,484

CREDITORS

Amounts falling due within one year

14

4,203,908

3,587,848

NET CURRENT ASSETS

1,737,409

1,386,636

TOTAL ASSETS LESS CURRENT LIABILITIES

5,598,690

5,652,387

CREDITORS

Amounts falling due after more than one year

15

(2,281,300

)

(2,628,194

)

PROVISIONS FOR LIABILITIES

19

(824,732

)

(871,338

)

NET ASSETS

2,492,658

2,152,855

CAPITAL AND RESERVES

Called up share capital

20

10

11

Capital redemption reserve

21

3

2

Retained earnings

21

2,492,645

2,152,842

SHAREHOLDERS' FUNDS

2,492,658

2,152,855

The financial statements were approved by the Board of Directors and authorised for issue on 28 November 2025 and were signed on its behalf by:

S P Gray - Director

FIXED ASSETS

Tangible assets

10

631,980

649,640

Investments

11

192

192

632,172

649,832

CURRENT ASSETS

Debtors

13

1,680,345

998,709

Cash at bank and in hand

15,239

112,658

1,695,584

1,111,367

CREDITORS

Amounts falling due within one year

14

693,112

281,718

NET CURRENT ASSETS

1,002,472

829,649

TOTAL ASSETS LESS CURRENT LIABILITIES

1,634,644

1,479,481

CREDITORS

Amounts falling due after more than one year

15

(890,690

)

(672,127

)

PROVISIONS FOR LIABILITIES

19

(106,053

)

(109,028

)

NET ASSETS

637,901

698,326

CAPITAL AND RESERVES

Called up share capital

20

10

11

Capital redemption reserve

21

3

2

Retained earnings

21

637,888

698,313

SHAREHOLDERS' FUNDS

637,901

698,326

Company's profit for the financial year

158,658

792,132

The financial statements were approved by the Board of Directors and authorised for issue on 28 November 2025 and were signed on its behalf by:

S P Gray - Director

Called up

Capital

share

Retained

redemption

capital

earnings

reserve

£

£

£

Balance at 1 April 2023

12

1,519,738

1

Changes in equity

Reduction in share capital

(1

)

-

-

Dividends

-

(79,000

)

-

Total comprehensive income

-

712,104

1

Balance at 31 March 2024

11

2,152,842

2

Changes in equity

Issue of share capital

(1

)

-

-

Total comprehensive income

-

339,803

1

Balance at 31 March 2025

10

2,492,645

3

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 April 2023

1,519,751

-

1,519,751

Changes in equity

Reduction in share capital

(1

)

-

(1

)

Dividends

(79,000

)

-

(79,000

)

Total comprehensive income

712,105

-

712,105

Balance at 31 March 2024

2,152,855

-

2,152,855

Changes in equity

Issue of share capital

(1

)

-

(1

)

Total comprehensive income

339,804

-

339,804

Balance at 31 March 2025

2,492,658

-

2,492,658

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 April 2023

12

186,181

1

186,194

Changes in equity

Issue of share capital

(1

)

-

-

(1

)

Dividends

-

(79,000

)

-

(79,000

)

Total comprehensive income

-

591,132

1

591,133

Balance at 31 March 2024

11

698,313

2

698,326

Changes in equity

Issue of share capital

(1

)

-

-

(1

)

Total comprehensive income

-

(60,425

)

1

(60,424

)

Balance at 31 March 2025

10

637,888

3

637,901

Cash flows from operating activities

Cash generated from operations

1

2,212,517

2,036,520

Interest paid

(39,138

)

(54,876

)

Interest element of hire purchase payments paid

(166,207

)

(117,887

)

Tax paid

(80,865

)

(160,973

)

Net cash from operating activities

1,926,307

1,702,784

Cash flows from investing activities

Purchase of tangible fixed assets

(243,703

)

(500,244

)

Sale of tangible fixed assets

180,764

233,622

Interest received

37,749

27,777

Net cash from investing activities

(25,190

)

(238,845

)

Cash flows from financing activities

New loans in year

900,000

-

Loan repayments in year

(739,682

)

(330,430

)

Loans to participating interests

(834,000

)

-

Capital repayments in year

(909,801

)

(715,365

)

Amount introduced by directors

34,162

8,639

Amount withdrawn by directors

(173,349

)

(148,800

)

Share buyback

(219,083

)

(201,000

)

Equity dividends paid

-

(79,000

)

Net cash from financing activities

(1,941,753

)

(1,465,956

)

Decrease in cash and cash equivalents

(40,636

)

(2,017

)

Cash and cash equivalents at beginning of year

2

505,058

507,075

Cash and cash equivalents at end of year

2

464,422

505,058

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

2025

2024

£

£

Profit before taxation

749,527

1,151,411

Depreciation charges

980,408

901,568

(Profit)/loss on disposal of fixed assets

(33,903

)

11,660

Finance costs

205,345

172,763

Finance income

(37,749

)

(27,777

)

1,863,628

2,209,625

Increase in stocks

(647,919

)

(226,080

)

Decrease in trade and other debtors

710,347

325,424

Increase/(decrease) in trade and other creditors

286,461

(272,449

)

Cash generated from operations

2,212,517

2,036,520

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

464,422

505,058

Year ended 31 March 2024

31/3/24

1/4/23

£

£

Cash and cash equivalents

505,058

507,075

3.	ANALYSIS OF CHANGES IN NET DEBT

Other

non-cash

At 1/4/24

Cash flow

changes

At 31/3/25

£

£

£

£

Net cash

Cash at bank

and in hand

505,058

(40,636

)

464,422

505,058

(40,636

)

464,422

Debt

Finance leases

(2,853,716

)

909,801

(479,096

)

(2,423,011

)

Debts falling due

within 1 year

(330,947

)

17,928

-

(313,019

)

Debts falling due

after 1 year

(712,444

)

(178,246

)

-

(890,690

)

(3,897,107

)

749,483

(479,096

)

(3,626,720

)

Total

(3,392,049

)

708,847

(479,096

)

(3,162,298

)