Company Registration No. SC369620 (Scotland)
GRAY & ADAMS HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 MAY 2025
GRAY & ADAMS HOLDINGS LIMITED
COMPANY INFORMATION
Directors
James J Gray
Peter Gray
Marie F Philpot
Andrew Sutherland
Secretary
Andrew Sutherland
Company number
SC369620
Registered office
South Road
Fraserburgh
AB43 9HU
Auditor
Johnston Carmichael LLP
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
Solicitors
Brown & McRae
Anderson House
9-11 Frithside Street
Fraserburgh
AB43 9AB
GRAY & ADAMS HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 5
Directors' report
6
Directors' responsibilities statement
7
Independent auditor's report
8 - 10
Group profit and loss account
11
Group statement of comprehensive income
12
Group balance sheet
13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 38
GRAY & ADAMS HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 2 MAY 2025
- 1 -

The directors present the strategic report for the period from 27 April 2024 to 2 May 2025.

Principal activities

Established in 1957 in Fraserburgh, Scotland, Gray & Adams is a family owned business. The principal activity of the company continued to be that of a holding company where our results are consolidated. The group operates mainly in the UK and its principal activity continues to be that of the design, manufacture and repair of temperature controlled and dry freight equipment for the transport industry. Our portfolio of customers include blue chip names from the supermarket, food retail and food distribution segments. Our dry freight products are used in the parcel delivery market and we also manufacture custodial prison vehicles, cold stores and game larders. The group has a manufacturing and assembly facility in Fraserburgh and assembly plants in Dunfermline, Doncaster and Belfast.

The directors are not aware, at the date of this report, of any likely major changes in the company's or group's activities in the next year.

Strategic Management

Since its founding Gray & Adams has developed as a manufacturer to provide bespoke vehicles. We strive to build exceptional products that are well engineered, innovative and of a supreme build quality. We never over promise and work with our clients to ensure that we deliver. The board has consistently followed these principals to ensure we both generate and preserve value.

We are the UK’s leading supplier of refrigerated transport products and have been for some time. Our business model has driven us to this position and our objective is to hold that position.

Business review

The period ended 2 May 2025 saw turnover increase from £219,830k to £245,644k. The group has been successful in ensuring that production levels have been maximised as much as possible to satisfy customers demands. This also during a time of political change within the UK which brought a level of uncertainty into the potential trading conditions for the business, however through robust management the company has traded successfully during this time.

Over the last two years turnover and profit before tax have averaged £233m and £22.1m respectively. With a strong order book we have prepared a forecast for the full period ended April 2026 and can expect strong levels of activity to continue, however we are mindful of both price inflation and supply issues. In addition, we extended our forecast by a further eight months and we expect business to remain extremely positive.

Our financial performance is a result of our business model, the quality of our industry-renowned products and the dedication of the wider Gray & Adams team. This success has been consistently recognised, with nineteen TCS&D (Temperature Controlled Storage and Distribution) awards since 2016, including nine wins for Refrigerated Trailer of the Year, four Innovation awards, three for Refrigerated Rigid of the Year, as well as titles for OEM of the Year, Customer Service (twice) and a Lifetime Achievement Award.

We have also received an Innovation award from Export & Freight Transport & Logistics (2018) and were proud to be named a regional finalist in the Make UK awards for our commitment to training young people and apprentices. In early 2025, we were privileged to be honoured with a King’s Award for Enterprise in Innovation, our second royal accolade following the Queen’s Award for innovation in 2020.

Our financial strength and overseas growth have also seen the Sunday Times recognise Gray & Adams in both its Top Track 250 and International Track 200 league tables.

Results

Turnover increased by 11.7% to £245.6m. Demand remained strong in the period resulting in another busy year across both our trailer and rigid products. Profit before tax grew to £25.7m (2024 - £18.6m), see page 11.

The balance sheet shows that the net assets position of the group at the period ended 2 May 2025 has increased by over £19.1m to £89.4m, see page 13.

GRAY & ADAMS HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
- 2 -
Results (continued)

The Group statement of cash flows (page 17) shows a net increase in cash of £12.3m after capital expenditure of £4.3m. Significant investment of around £1.8m at our Fraserburgh site will continue in 2026 with new machinery, building extensions and site enhancements. Cash at bank at the end of the year was £26.4m.

To assist in monitoring the performance of the group, the following key performance indicators are used:

| 2025 | 2024 | 2 Year Avg |
| £'000 | £'000 | £'000 |
Turnover (2024 - restated) | 245,644 | 219,830 | 232,737 |
Gross Profit | 47,779 | 39,267 | 43,523 |
GP % | 19.5% | 17.9% | 18.7% |
Profit Before Tax | 25,662 | 18,559 | 22,110 |
PBT % | 10.4% | 8.4% | 9.5% |
Equity Shareholder Funds | 89,359 | 70,237 | 79,798 |
Productive Hours | 853,563 | 830,313 | 841,938 |
Units Produced | 3,487 | 3,417 | 3,452 |
Net Increase In Cash | 12,304 | 1,485 | 6,894 |
Avg No. Of Employees | 778 | 767 | 773 |
Factory Cost Rate/Hour* | 112% | 109% | 110% |

* Movement in factory cost rate annually expressed as a percentage with base year 2023.

Other key performance indicators used on a regular basis include product margins, productivity, material costs, overhead absorption rate, order book, win rate and customer satisfaction, all of which we are satisfied with the performance achieved in each area.

Principal risks and uncertainties

Market and economic risk

The transport sector remains extremely competitive from both national and international operators. The group will continue to follow its business model and stay cost focused. The group continues to monitor availability of the raw materials and parts consumed in the manufacturing process and seeks to increase stock levels from time to time to alleviate any risks arising which may be caused by global factors including, political, economical and environmental. The change in the UK governing party in 2024 has brought around a change in policies regarding raising additional taxes from areas such as Employers National Insurance Contributions, and this has been closely monitored by the group to ensure that any impacts caused by this are minimised. The group continues to monitor any other policies being discussed by the current government to ensure that it is well placed to control any potential impacts of these.

Liquidity risk

Short and medium-term cash projections identify funding for ongoing operations and future development for the group with surplus cash funds held at the bank. The group has sufficient financial resources and is well placed to maintain liquidity for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the annual report and financial statements.

Financial risk

The group’s principal financial assets are cash balances held at the bank and trade debtors. The group’s credit risk is primarily attributed to trade debtors. The amounts presented in the balance sheet are net of allowances for doubtful debtors. The credit risk on liquid funds held at banks is considered to be limited. The management team monitor concentration of credit risk carefully, and as a result the company has no significant levels of concentration.

Foreign exchange risk

The group imports raw materials from other EU countries and is therefore exposed to the movement in the euro to sterling exchange rate. The current economic outlook for the UK has introduced a greater degree of uncertainty however the group continues to manage this risk through appropriate treasury management.

GRAY & ADAMS HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
- 3 -
Future developments

The directors believe the company is well placed to take further steps forward with each of its primary product lines, through engagement with our main partners and customers as well as internal product development. Significant investment projects are continuing at each one of our four manufacturing & assembly plants that include renovating existing structures, investing in solar energy production and options for group expansion. The group also continues to utilise the opportunities provided by Patent Box Tax Relief to ensure that we can return as much value back into the business as possible.

Section 172(1) statement

The directors have acted in a way that they considered, in good faith, to be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so had regard, amongst other matters, to:

- The likely consequences of any decision in the long term.

- The interests of the Company’s employees.

- The need to foster the Company’s business relationships with suppliers, customers, and others.

- The impact of the Company’s operations on the community and the environment.

- The desirability of the Company maintaining a reputation for high standards of business conduct.

- The need to act fairly between members of the Company.

The Board and senior management team engages with the following stakeholders:

- Customers – central to our business, without them we would not exist, we build and maintain relationships with them by being the best at what we do and listening to and responding to their needs.

- Suppliers – play a key role in ensuring we deliver a reliable service to our customers, legislative compliance (e.g. anti-bribery), paying within agreed payment terms.

- Staff – like most companies our people are our biggest asset and allow us to perform to the levels we do. We communicate in a variety of ways, including – toolbox talks, “town hall” meetings, employee consultation, newsletters, feedback surveys, suggestion boxes, training and development, mentoring, etc.

- Society (community and environment) – we are very aware of our local communities and strive to be good neighbours. We are involved in numerous charitable and sponsorship activities each year. The impact we have on the environment and sustainability is forever prevalent.

- Shareholders – we deliver value to our shareholders by consistently delivering good profits and a positive cashflow to ensure continued investment in the business.

GRAY & ADAMS HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
- 4 -
Energy and carbon reporting

Consumption (kWh) and Greenhouse Gas emissions (tCO2e) Totals

2025 is the sixth year Gray & Adams Holdings Limited were required to report this information.

Scope 1 consumption and emissions relate to direct combustion of natural gas, and fuels utilised for transportation operations, such as company vehicle fleets, and grey fleet.

Scope 2 consumption and emissions relate to indirect emissions relating to the consumption of purchased electricity in day-to-day business operations.

Totals

The total consumption (kWh) figures for energy supplies reportable by the group are as follows:

Utility and Scope | 2024/25 UK Consumption (kWh) | 2023/24 UK Consumption (kWh)
Grid-Supplied Electricity (Scope 2) | 3,974,156 | 4,136,331
Gaseous and other fuels (Scope 1) | 7,969,591 | 8,002,736
Transportation (Scope 1) | 3,685,402 | 4,453,659
Total | 15,629,149 | 16,592,726

The total emission (tCO2e) figures for energy supplies reportable by the group are as follows.

Utility and Scope | 2024/25 UK Emission (tCO2e) | 2023/24 UK Emission (tCO2e)
Grid-Supplied Electricity (Scope 2) | 813 | 856
Gaseous and other fuels (Scope 1) | 1,547 | 1,561
Transportation (Scope 1) | 825 | 1,005
Total | 3,185 | 3,422

Intensity Metric

An intensity metric of tCO2e per Full Time Employee and tCO2e per £m Total Sales Revenue have been applied for the annual total emissions of the group. The results of this analysis are as follows:

Intensity Metric | 2024/25 UK Emission (tCO2e) | 2023/24 UK Emission (tCO2e)
tCO2e / Full Time Employees | 4.12 | 4.53
tCO2e / £m Sales Turnover | 12.97 | 15.57 (as restated)

GRAY & ADAMS HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
- 5 -
Energy efficiency improvements

The group is committed to year-on-year improvements in their operational energy efficiency. As such, a register of energy efficiency measures available to the group has been compiled, with a view to implementing these measures in the next five years.

Measures ongoing and undertaken through 2025:

Investment continued into the renewal of large pieces of plant that have aided with the improving of the groups manufacturing operations in terms of more efficient consumption of energy and improved standards of quality of the manufacturing processes. Works also took place to replace some roofing on the Fraserburgh site to replace older aging roofing materials with new modern equivalents that has aided with heat retention and thus reduced consumption of energy within the building.

Measures prioritised for implementation in 2026:

The group has continued reviewing roofing materials across all buildings to determine where further improvements can be made. As such large areas have been identified for old roofs to be replaced with modern equivalents that will both aid with heat retention and modernisation. A solar panel installation project is also in progress on the Fraserburgh site which has been fully funded by the company and includes the use of battery packs so that the company can maximise the benefit of any solar energy produced. The group also continues to review its plant & equipment to determine where possible opportunities to make improvements alongside reviewing the commercial benefits of any such investments.

On behalf of the board

James J Gray
Director
10 December 2025
GRAY & ADAMS HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 2 MAY 2025
- 6 -

The directors present their annual report and financial statements for the period from 27 April 2024 to 2 May 2025.

Although the group and company's accounting reference date is 30 April, the group and company has taken advantage of the option available under s390(3) of the Companies Act 2006 and prepared these financial statements up to the last trading day of the last week of April, which for the current period is 2 May 2025. Accordingly the current trading period covers 27 April 2024 to 2 May 2025 and the balance sheet represents the group and company's financial position as at that date.

Directors

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

James J Gray
Peter Gray
Marie F Philpot
Andrew Sutherland
Results and dividends

The results for the period are set out on page 11.

Dividends were declared amounting to £2,565,000 (2024: £2,305,000). The directors do not recommend payment of a final dividend.

Disabled persons

The g roup's policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made, wherever possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.

Strategic Report

The group has chosen in accordance with Companies Act 2006, s.414C(11) to set out in the 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 been done so in respect of future developments, financial risk management, engagement with employees, suppliers, customers and others as well as energy carbon reporting.

Auditor

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

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.

On behalf of the board
James J Gray
Director
10 December 2025
GRAY & ADAMS HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 2 MAY 2025
- 7 -

The directors are responsible for preparing the Strategic Report, the Directors' 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 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 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

GRAY & ADAMS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GRAY & ADAMS HOLDINGS LIMITED
- 8 -
Opinion

We have audited the financial statements of Gray & Adams Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 2 May 2025 which comprise the Group Profit and Loss Account, Group Statement of Comprehensive Income, Group Balance Sheet, Company Balance Sheet, Group Statement of Changes in Equity, Company Statement of Changes in Equity, 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 2 May 2025 and of the group's profit for the period 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 or 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 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 the audit:

- The information given in the Strategic Report and the Directors’ Report for the financial period 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.

GRAY & ADAMS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GRAY & ADAMS HOLDINGS LIMITED
- 9 -
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 Strategic Report or the Directors’ Report.

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

- adequate accounting records have not been kept 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 Directors’ responsibilities statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor 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 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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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.

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 it operates, 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:

- UK Generally Accepted Accounting Practice;

- The Companies Act 2006;

- UK Tax legislation; and

- Health & Safety legislation.

GRAY & ADAMS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GRAY & ADAMS HOLDINGS LIMITED
- 10 -
Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)

We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of board meeting minutes. We assessed the susceptibility of the 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; and

- 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:

- Performing audit work procedures confirming the completeness and appropriate cut-off of revenue recognised within the financial statements through reconciliation of the operations system and finance system, including review of source documents to determine whether revenue has been recognised in the correct period;

- 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 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 reviewing judgements made by management in their calculation of accounting estimates for potential management bias;

- Completion of appropriate checklists and use of our experience to assess the company’s and group'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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Matthew Kaye (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
10 December 2025
Statutory Auditor
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
GRAY & ADAMS HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 2 MAY 2025
- 11 -
Period
Period
ended
ended
02 May
26 April
2025
2024
as restated
Notes
£
£
Turnover
3
245,643,941
219,830,316
Cost of sales
(197,864,831)
(180,562,895)
Gross profit
47,779,110
39,267,421
Administrative expenses
(22,635,439)
(20,819,112)
Other operating income
3
-
27,129
Operating profit
4
25,143,671
18,475,438
Interest receivable and similar income
8
518,023
84,326
Interest payable and similar expenses
9
-
0
(1,260)
Profit before taxation
25,661,694
18,558,504
Tax on profit
10
(3,974,875)
(3,058,134)
Profit for the financial period
23
21,686,819
15,500,370
Profit for the financial period is attributable to:
- Owners of the parent company
20,209,108
14,127,553
- Non-controlling interests
1,477,711
1,372,817
21,686,819
15,500,370

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

GRAY & ADAMS HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 2 MAY 2025
- 12 -
Period
Period
ended
ended
02 May
26 April
Notes
2025
2024
£
£
Profit for the period
21,686,819
15,500,370
Other comprehensive income
-
-
Total comprehensive income for the period
21,686,819
15,500,370
Total comprehensive income for the period is attributable to:
- Owners of the parent company
20,209,108
14,127,553
- Non-controlling interests
1,477,711
1,372,817
21,686,819
15,500,370
GRAY & ADAMS HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
2 MAY 2025
02 May 2025
- 13 -
02 May
26 April
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
15
19,546,382
17,739,314
Current assets
Stocks
16
44,911,456
41,512,242
Debtors
17
42,900,052
31,298,564
Investments
18
10,000,000
-
0
Cash at bank and in hand
26,402,732
14,098,976
124,214,240
86,909,782
Creditors: amounts falling due within one year
19
(53,462,101)
(33,553,829)
Net current assets
70,752,139
53,355,953
Total assets less current liabilities
90,298,521
71,095,267
Provisions for liabilities
Deferred tax liability
20
939,255
857,820
(939,255)
(857,820)
Net assets
89,359,266
70,237,447
Capital and reserves
Called up share capital
21
14,000
14,000
Other reserves
23
(379,510)
(379,510)
Profit and loss reserves
23
85,038,292
66,789,184
Equity attributable to owners of the parent company
84,672,782
66,423,674
Non-controlling interests
4,686,484
3,813,773
89,359,266
70,237,447
The financial statements were approved by the board of directors and authorised for issue on 10 December 2025 and are signed on its behalf by:
10 December 2025
James J Gray
Director
GRAY & ADAMS HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 2 MAY 2025
02 May 2025
- 14 -
02 May
26 April
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
13
9,774,000
9,774,000
Current assets
Investments
18
10,000,000
-
0
Cash at bank and in hand
280,506
6,057
10,280,506
6,057
Creditors: amounts falling due within one year
19
(8,292,923)
(8,011,669)
Net current assets/(liabilities)
1,987,583
(8,005,612)
Total assets less current liabilities
11,761,583
1,768,388
Capital and reserves
Called up share capital
21
14,000
14,000
Profit and loss reserves
23
11,747,583
1,754,388
Total equity
11,761,583
1,768,388

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 £11,953,195 (2024 - £1,487,268 profit).

The financial statements were approved by the board of directors and authorised for issue on 10 December 2025 and are signed on its behalf by:
10 December 2025
James J Gray
Director
Company Registration No. SC369620
GRAY & ADAMS HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 2 MAY 2025
- 15 -
Share capital
Other reserves
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 29 April 2023
14,000
(379,510)
54,061,631
53,696,121
3,345,956
57,042,077
Period ended 26 April 2024:
Profit and total comprehensive income for the period
-
-
14,127,553
14,127,553
1,372,817
15,500,370
Dividends
12
-
-
(1,400,000)
(1,400,000)
(905,000)
(2,305,000)
Balance at 26 April 2024
14,000
(379,510)
66,789,184
66,423,674
3,813,773
70,237,447
Period ended 2 May 2025:
Profit and total comprehensive income for the period
-
-
20,209,108
20,209,108
1,477,711
21,686,819
Dividends
12
-
-
(1,960,000)
(1,960,000)
(605,000)
(2,565,000)
Balance at 2 May 2025
14,000
(379,510)
85,038,292
84,672,782
4,686,484
89,359,266
GRAY & ADAMS HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 2 MAY 2025
- 16 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 29 April 2023
14,000
1,667,120
1,681,120
Period ended 26 April 2024:
Profit and total comprehensive income for the period
-
1,487,268
1,487,268
Dividends
12
-
(1,400,000)
(1,400,000)
Balance at 26 April 2024
14,000
1,754,388
1,768,388
Period ended 2 May 2025:
Profit and total comprehensive income for the period
-
11,953,195
11,953,195
Dividends
12
-
(1,960,000)
(1,960,000)
Balance at 2 May 2025
14,000
11,747,583
11,761,583
GRAY & ADAMS HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 2 MAY 2025
- 17 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
32,045,078
9,971,472
Interest paid
-
0
(1,260)
Income taxes paid
(3,788,641)
(4,290,066)
Net cash inflow from operating activities
28,256,437
5,680,146
Investing activities
Purchase of tangible fixed assets
(4,272,596)
(2,446,059)
Proceeds on disposal of tangible fixed assets
366,892
471,638
Purchase of current asset investments
(10,000,000)
-
Interest received
518,023
84,326
Net cash used in investing activities
(13,387,681)
(1,890,095)
Financing activities
Dividends paid to equity shareholders
(1,960,000)
(1,400,000)
Dividends paid to non-controlling interests
(605,000)
(905,000)
Net cash used in financing activities
(2,565,000)
(2,305,000)
Net increase in cash and cash equivalents
12,303,756
1,485,051
Cash and cash equivalents at beginning of period
14,098,976
12,613,925
Cash and cash equivalents at end of period
26,402,732
14,098,976
GRAY & ADAMS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 2 MAY 2025
- 18 -
1
Accounting policies
Company information

Gray & Adams Holdings Limited (“the company”) is a private company limited by shares domiciled and incorporated in Scotland. The registered office and trading address is South Road, Fraserburgh, AB43 9HU.

The group consists of Gray & Adams Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

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 pound.

The financial statements have been prepared under the historical cost convention. 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.

The group and company have taken advantage of the exemption in FRS 102 Section 33.1A from the requirement to disclose transactions with 100% owned group companies.

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 £11,953,195 (2024 - £1,487,268 profit).

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Gray & Adams Holdings 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 2 May 2025. 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.

1.3
Going concern

The group has net current assets of £70.8m and the company has net current assets of £2.0m.

Therefore, at the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. This expectation has been formed having considered the company's financial position and its forecast future cash flows for a period of at least 12 months from the date of approval of the financial statements. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

GRAY & ADAMS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
1
Accounting policies
(Continued)
- 19 -
1.4
Reporting period

The group and the parent company prepare financial statements up to the last trading day of the last week of April, which for the current period is the 2 May 2025. Accordingly the current trading period covers 27 April 2024 to 2 May 2025 and the balance sheet represents the group and the parent company's financial position as at that date. The comparative reporting period covers the period from 28 April 2023 to 26 April 2024.

1.5
Turnover

Turnover represents amounts receivable for goods and services net of VAT and trade discounts. Turnover is recognised at the point at which the group has performed its obligations and is entitled to receive consideration for that performance.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from the provision of services is recognised in the period in which the service is performed.

During the current financial period, a review of systems and processes relating to the reporting of consolidated results was undertaken. This review identified an error in the consolidation adjustment relating to intragroup transactions that had historically been misclassified. This resulted in an understatement in 2024 of £11,498,441 in both revenue and cost of sales. This error does not impact profit or the group balance sheet and therefore, the only accounting period impacted is that of the period ended 26 April 2024. The prior period misstatement is summarised in note 11 of these financial statements.

1.6
Tangible fixed assets

Tangible fixed assets other than freehold land are stated at cost less depreciation.

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

Freehold buildings
5% straight line
Residential property
not depreciated (see note 2)
Plant and machinery
25% reducing balance / 12.5% straight line
Fixtures, fittings & equipment
25% reducing balance
Motor vehicles
25% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to the profit and loss account.

Assets under construction are not depreciated until they are brought into use.

1.7
Fixed asset investments

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.

GRAY & ADAMS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
1
Accounting policies
(Continued)
- 20 -
1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible 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.

1.9
Stocks and work in progress

Stocks and work in progress 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.

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 profit and loss account. Reversals of impairment losses are also recognised in the profit and loss account.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks with less than 30 days notice. Deposits held at call with banks with 30 days notice are held as current asset investments.

1.11
Financial instruments

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

Financial instruments are recognised in the group's statement of financial position 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

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.

Impairment of financial assets

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 profit and loss account.

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 profit and loss account.

GRAY & ADAMS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
1
Accounting policies
(Continued)
- 21 -
Derecognition of financial assets

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.

Classification of financial liabilities

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

Basic financial liabilities, including certain creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

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.

1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

GRAY & ADAMS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
1
Accounting policies
(Continued)
- 22 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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

1.14
Employee benefits

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.

GRAY & ADAMS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
1
Accounting policies
(Continued)
- 23 -
1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

The group operated a defined benefit pension scheme. In accordance with FRS 102, Section 28, the service cost of the pension provision relating to the period, together with the cost of any benefits relating to past service, is charged to the profit and loss account. A charge equal to the increase in present value of the scheme's liabilities (because benefits are closer on settlement) and a credit equivalent to the group's long term expected return on assets (based on the market value of the scheme's assets at the start of the period) are included in the profit and loss account under 'other finance costs'. Although the scheme had previously closed to new employees, future service accrual also ceased for all existing members on 5 April 2006.

The difference between the market value of the assets of the scheme and the present value of accrued pension liabilities is shown as an asset (where recoverable) or liability on the balance sheet, net of deferred taxation. Any difference between the expected return on assets and that actually achieved is recognised in the profit and loss account, along with the differences which arise from experience or assumption changes.

Until 2010, the group accounted for the defined benefit pension scheme as a defined contribution scheme as it was a multi-employer scheme. Although it remains a multi-employer scheme, the company employed a significant majority of the members remaining in the scheme. The directors therefore believe it is appropriate to account for the scheme as a defined benefit scheme.

As described in note 22, in August 2022 the plan purchased a buy in assurance policy from Legal & General Group Plc. This policy has been converted into a buy-out policy and individual member policies issued in members' names, which occurred on 30 April 2025. As such, the obligation to pay benefits to scheme members transferred to Legal & General from this date with the exception of the obligation to pay outstanding top up lump sums in relation to GMP equalisation.

The group also operates a defined contribution scheme for certain employees. The amounts charged to the statement of comprehensive income are contributions payable in the year. The assets of the scheme are held separately from those of the group.

Further information on pension arrangements is provided in note 22.

1.16
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss 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.

1.17
Foreign exchange

Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into sterling at the rates of exchange ruling at the balance sheet date. All differences are taken to the profit and loss account.

GRAY & ADAMS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
- 24 -
2
Judgements and key sources of estimation uncertainty

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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Residential property

Residential property with a cost of £449,537 (2024: £449,537) and land and buildings with a cost of £1,669,097 (2024: £1,669,097) have not been depreciated on the basis that residual value is higher than carrying value. Although there is a requirement within FRS 102 to depreciate tangible fixed assets, the directors remain satisfied that the depreciable amount on residential property and land and buildings is £nil as a result of current residual value assessments.

Key sources of estimation uncertainty
Work in progress

Labour costs are included in work in progress using a standardised hourly labour rate, estimated to allocate the total labour overhead to the total labour hours employed in production. The amount of labour included in work in progress was £5,112,761 (2024: £4,775,447).

3
Turnover and other income

An analysis of the group's turnover is as follows:

Period
Period
ended
ended
02 May
26 April
2025
2024
as restated
£
£
Turnover analysed by class of business
Sale of goods
235,428,443
214,489,887
Provision of services
10,215,498
5,340,429
245,643,941
219,830,316
GRAY & ADAMS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
3
Turnover and other income
(Continued)
- 25 -
Period
Period
ended
ended
02 May
26 April
2025
2024
£
£
Other operating income
Sundry Income
-
27,129
Period
Period
ended
ended
02 May
26 April
2025
2024
as restated
£
£
Turnover analysed by geographical market
UK
243,116,962
212,966,267
Europe and rest of world
2,526,979
6,864,049
245,643,941
219,830,316
4
Operating profit
Period
Period
ended
ended
02 May
26 April
2025
2024
£
£
Operating profit for the period is stated after charging/(crediting):
Exchange differences
49,882
(32,045)
Research and development costs
61,869
21,645
Depreciation of owned tangible fixed assets
2,114,156
2,003,882
Profit on disposal of tangible fixed assets
(14,520)
(14,408)
Operating lease charges
30,850
49,407
GRAY & ADAMS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
- 26 -
5
Auditor's remuneration
Period
Period
ended
ended
02 May
26 April
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
129,815
118,965
For other services
Taxation compliance services
22,900
17,800
Other taxation services
45,850
44,735
All other non-audit services
8,000
-
76,750
62,535
6
Employees
Company
The average number of persons employed by the company during the period was 4 (2024: 4), being the company directors.

The company had no employees other than the directors. No remuneration was paid by the company to the directors in either the current or prior financial period.

Group

The average monthly number of persons (including directors) employed by the group during the period was:

Period
Period
ended
ended
02 May
26 April
2025
2024
Number
Number
Office staff
88
89
Production and distribution
690
678
778
767
GRAY & ADAMS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
6
Employees
(Continued)
- 27 -

Their aggregate remuneration comprised:

Period
Period
ended
ended
02 May
26 April
2025
2024
£
£
Wages and salaries
34,778,857
31,403,895
Social security costs
3,989,379
3,471,359
Pension costs
1,413,671
1,057,070
40,181,907
35,932,324
7
Directors' remuneration
Period
Period
ended
ended
02 May
26 April
2025
2024
£
£
Remuneration for qualifying services
1,046,892
1,860,584
Group pension contributions to defined contribution schemes
16,309
-
1,063,201
1,860,584

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 0).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
341,968
347,271
8
Interest receivable and similar income
Period
Period
ended
ended
02 May
26 April
2025
2024
£
£
Interest income
518,023
84,326
GRAY & ADAMS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
- 28 -
9
Interest payable and similar expenses
2025
2024
£
£
Other interest
-
1,260
10
Taxation
Period
Period
ended
ended
02 May
26 April
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
3,937,427
3,185,029
Adjustments in respect of prior periods
(43,987)
(75,643)
Total current tax
3,893,440
3,109,386
Deferred tax
Origination and reversal of timing differences
83,126
(3,789)
Adjustment in respect of prior periods
(1,691)
(47,463)
Total deferred tax
81,435
(51,252)
Total tax charge
3,974,875
3,058,134
GRAY & ADAMS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
10
Taxation
(Continued)
- 29 -

The actual charge for the period can be reconciled to the expected charge for the period based on the profit or loss and the standard rate of tax as follows:

Period
Period
ended
ended
02 May
26 April
2025
2024
£
£
Profit before taxation
25,661,694
18,558,504
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
6,415,424
4,639,626
Tax effect of expenses that are not deductible in determining taxable profit
50,162
82,847
Tax effect of income not taxable in determining taxable profit
-
0
(16,540)
Adjustments in respect of prior years
(43,988)
(75,268)
Fixed asset timing differences
101,114
162,189
Other non-reversing timing differences
(3,483)
(2,186)
Deferred tax adjustments in respect of prior years
(1,691)
(47,463)
Adjust opening and closing deferred tax to average rate
-
0
150,617
Patent box additional deduction
(2,542,663)
(1,685,071)
Remeasurement of deferred tax for changes in tax rates
-
(150,617)
Taxation charge
3,974,875
3,058,134
GRAY & ADAMS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
- 30 -
11
Prior period adjustment
Changes to the profit and loss account - group
As previously reported
Adjustment
As restated
Period ended 26 April 2024
£
£
£
Turnover
208,331,875
11,498,441
219,830,316
Cost of sales
(169,064,454)
(11,498,441)
(180,562,895)
Profit after taxation
15,500,370
-
15,500,370
Notes to reconciliation
Elimination of inter-company sales / purchases

During the current financial period, a review of systems and processes relating to the reporting of consolidated results was undertaken. This review identified an error in the consolidation adjustment relating to intragroup transactions that had historically been misclassified. This resulted in an understatement in 2024 of £11,498,441 in both turnover and cost of sales. This error does not impact profit or the group balance sheet and therefore, the only accounting period impacted is that of the period ended 26 April 2024.

12
Dividends
Period
Period
ended
ended
02 May
26 April
2025
2024
£
£
Dividends declared
2,565,000
2,305,000
13
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
9,774,000
9,774,000
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost
At 27 April 2024 and 2 May 2025
9,774,000
Carrying amount
At 2 May 2025
9,774,000
At 26 April 2024
9,774,000
GRAY & ADAMS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
- 31 -
14
Subsidiaries

Details of the company's subsidiaries at 2 May 2025 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Gray & Adams (Doncaster) Limited
A
Ordinary
0
60.00
Gray & Adams (Dunfermline) Limited
A
Ordinary
0
100.00
Gray & Adams (Ireland) Limited
B
Ordinary
0
100.00
Gray & Adams Limited
A
Ordinary and "A" Ordinary
0
100.00
Gray & Adams Group Limited
A
Ordinary
100.00
-

Registered office addresses (all UK unless otherwise indicated):

A
South Road, Fraserburgh, AB43 9HU
B
Houston's Corner, Ballyearl, Newtownabbey, BT36 4TP
GRAY & ADAMS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
- 32 -
15
Tangible fixed assets
Group
Freehold buildings
Residential property
Assets under construction
Plant and machinery
Fixtures, fittings & equipment
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 27 April 2024
20,963,466
449,537
121,473
22,512,803
365,217
3,013
44,415,509
Additions
754,502
-
0
580,523
2,864,926
72,645
-
0
4,272,596
Disposals
-
0
-
0
(632)
(783,873)
(49,775)
-
0
(834,280)
Transfers
120,841
-
0
(120,841)
-
0
-
0
-
0
-
0
At 2 May 2025
21,838,809
449,537
580,523
24,593,856
388,087
3,013
47,853,825
Depreciation and impairment
At 27 April 2024
8,909,735
-
0
-
0
17,480,373
283,074
3,013
26,676,195
Depreciation charged in the period
520,691
-
0
-
0
1,567,330
26,135
-
0
2,114,156
Eliminated in respect of disposals
-
0
-
0
-
0
(435,091)
(47,817)
-
0
(482,908)
At 2 May 2025
9,430,426
-
0
-
0
18,612,612
261,392
3,013
28,307,443
Carrying amount
At 2 May 2025
12,408,383
449,537
580,523
5,981,244
126,695
-
0
19,546,382
At 26 April 2024
12,053,731
449,537
121,473
5,032,430
82,143
-
0
17,739,314
The company had no tangible fixed assets at 2 May 2025 or 26 April 2024.
Assets under construction are not depreciated until they are brought into use.
GRAY & ADAMS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
- 33 -
16
Stocks
Group
Company
02 May
26 April
02 May
26 April
2025
2024
2025
2024
£
£
£
£
Raw materials and consumables
13,600,320
14,106,136
-
-
Work in progress
31,311,136
27,406,106
-
-
44,911,456
41,512,242
-
-
17
Debtors
Group
Company
02 May
26 April
02 May
26 April
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
35,664,917
24,568,771
-
0
-
0
Corporation tax recoverable
830,354
605,625
-
0
-
0
Other debtors
4,726,150
4,768,123
-
0
-
0
Prepayments and accrued income
1,678,631
1,356,045
-
0
-
0
42,900,052
31,298,564
0
0
18
Current asset investments
Group
Company
2025
2024
2025
2024
£
£
£
£
Unlisted investments
10,000,000
-
10,000,000
-

Unlisted investments comprises deposit accounts that have a fixed term of 6 months.

19
Creditors: amounts falling due within one year
Group
Company
02 May
26 April
02 May
26 April
2025
2024
2025
2024
£
£
£
£
Trade creditors
35,456,443
21,597,062
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
8,288,376
8,011,645
Corporation tax payable
413,760
84,232
4,547
24
Other taxation and social security
4,774,579
1,446,160
-
-
Other creditors
-
0
18,060
-
0
-
0
Accruals and deferred income
12,817,319
10,408,315
-
0
-
0
53,462,101
33,553,829
8,292,923
8,011,669

Amounts owed to group undertakings are interest free and payable on demand.

GRAY & ADAMS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
- 34 -
20
Deferred taxation

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
02 May
26 April
2025
2024
Group
£
£
Accelerated capital allowances
1,166,405
1,040,169
Tax losses
-
(2,908)
Short term timing differences
(227,150)
(179,441)
939,255
857,820
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the period:
£
£
Liability at 27 April 2024
857,820
-
Charge to profit or loss
81,435
-
Liability at 2 May 2025
939,255
-

The majority of deferred tax liabilities are expected to reverse over the life of the assets to which they relate.

21
Share capital
Group and company
2025
2024
2025
2024
02 May
26 April
02 May
26 April
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
14,000
14,000
14,000
14,000

The parent company has one class of ordinary shares which have equal voting rights.

GRAY & ADAMS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
- 35 -
22
Retirement benefit schemes
2025
2024
02 May
26 April
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
1,413,671
1,057,070

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. At the period end the group owed £130,889 (2024: £127,173) to the pension scheme.

Defined benefit schemes

The group previously operated a defined benefit pension scheme. The scheme is now closed, with no further benefits accruing to members beyond 2006. Contributions provided in the financial statements to the scheme in the period were £nil (2024: £nil).

The valuation used for the following disclosures has been based on the most recent full actuarial valuation at 30 April 2021. Scheme assets are stated at their market value at 2 May 2025.

In August 2022 the plan purchased a buy-in assurance policy from Legal & General Group plc. This policy has been converted into a buy-out policy and individual member policies issued in members' names, which occurred on 30 April 2025. As such the obligation to pay benefits transferred to Legal & General Group PLC from this date with the exception of the obligation to pay outstanding top-up lump sums in relation to GMP equalisation.

02 May
26 April
2025
2024
Key assumptions
%
%
Discount rate
N/A
5.27
Expected rate of increase of pensions in payment
N/A
3.33
Mortality assumptions

The mortality rates used in 2024 were 100% S3NMA and 100% S3NFA for males and females respectively, with CMI 2023 long term, 1.25% p.a. improvements.

02 May
26 April
2025
2024

Amounts recognised in the profit and loss account

£
£
Net interest on defined benefit (asset)
(17,000)
(4,000)
Gains and losses due to surplus limitation
17,000
4,000
Total costs
-
-
GRAY & ADAMS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
22
Retirement benefit schemes
(Continued)
- 36 -
02 May
26 April
2025
2024

Costs/(income) recognised in other comprehensive income

£
£
Actual return on scheme assets
9,509,000
(209,000)
Less: calculated interest element
516,000
479,000
Return on scheme assets excluding interest income
10,025,000
270,000
Actuarial changes related to obligations
(9,642,000)
(329,000)
Movement in unrecognised plan surplus
(383,000)
59,000
Total costs
-
-

The amounts included in the balance sheet arising from obligations in respect of defined benefit plans are as follows:

02 May
26 April
2025
2024
£
£
Present value of defined benefit obligations
-
9,789,000
Fair value of plan assets
(139,000)
(9,934,000)
Surplus in scheme
(139,000)
(145,000)
Unrecognised plan surplus
139,000
145,000

On 2 May 2025 there was a surplus of £139,000 (2024: £145,000) in the scheme. There is no certainty for the group to recoup the surplus, therefore no pension asset has been recognised in respect of the scheme.

02 May
2025

Movements in the present value of defined benefit obligations

£
Liabilities at 27 April 2024
9,790,000
Benefits paid
(647,000)
Actuarial gains
(9,642,000)
Interest cost
499,000
At 2 May 2025
-
GRAY & ADAMS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
22
Retirement benefit schemes
(Continued)
- 37 -
02 May
2025

Movements in the fair value of plan assets

£
Fair value of assets at 27 April 2024
9,934,000
Interest income
516,000
Return on plan assets (excluding amounts included in net interest)
(10,025,000)
Benefits paid
(647,000)
Contributions by the employer
361,000
At 2 May 2025
139,000
The actual return on plan assets was a loss of £9,509,000 (2024 - a gain of £209,000).

Fair value of plan assets at the reporting period end

02 May
26 April
2025
2024
£
£
Cash/Other
37,000
139,000
Insured annuity policies
-
9,795,000
Other current assets
102,000
-
139,000
9,934,000

The fair value of plan assets is £139,000 (2024: £9,934,000) net of of £81,000 (2024: £81,000) due in relation to GMP equalisation.

23
Reserves

Profit and loss reserves

The profit and loss reserves represent cumulative profits and losses net of dividends and other adjustments.

Other reserves

Other reserves relate to differences which have arisen between changes in non-controlling interests and amounts paid by the group in transactions between the equity holders.

24
Related party transactions

During the period, dividends of £605,000 (2023: £905,000) were paid by a subsidiary company to the directors of the holding company.

GRAY & ADAMS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 2 MAY 2025
- 38 -
25
Directors' transactions

At the period end the group was owed £3,500,000 (2024: £3,500,000) by directors.

Dividends totalling £1,960,000 (2024: £1,400,000) were declared in the period in respect of shares held by the company's directors.

During the period, the group made payments on behalf of an entity which is controlled or jointly controlled by one of the directors of £715,289 (2024: £408,047) and made purchases of £nil (2024: £13,438) from the same company.

At the period end, the group was owed £810,911 (2024: £281,587) from an entity which is controlled or jointly controlled by the directors.

26
Controlling party

The company is controlled by James J Gray and Peter Gray by virtue of their individual shareholdings.

27
Cash generated from group operations
02 May
26 April
2025
2024
£
£
Profit for the period after tax
21,686,819
15,500,370
Adjustments for:
Taxation charged
3,974,875
3,058,134
Finance costs
-
0
1,260
Investment income
(518,023)
(84,326)
Gain on disposal of tangible fixed assets
(14,520)
(14,408)
Depreciation of tangible fixed assets
2,114,156
2,003,882
Movements in working capital:
(Increase)/decrease in stocks
(3,399,214)
1,224,336
(Increase) in debtors
(11,376,759)
(2,799,004)
Increase/(decrease) in creditors
19,577,744
(8,918,772)
Cash generated from operations
32,045,078
9,971,472
28
Analysis of changes in net funds - group
27 April 2024
Cash flows
2 May 2025
£
£
£
Cash at bank and in hand
14,098,976
12,303,756
26,402,732
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