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

Established in 1957 in Fraserburgh, Scotland, Gray & Adams is a family-owned business. The company 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 includes 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 directors are not aware, at the date of this report, of any likely major changes in the company’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 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 £162.6m to £165.8m. The company 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 three years turnover and profit before tax have averaged £160m and £13.7m 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. 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 1.9% to £165.8m. Demand remained strong in the period resulting in another busy year across both our trailer and rigid products. Profit before tax (excluding dividend income of £4.4m) grew to £15.3m (2024: £11.5m), see page 9.

The balance sheet shows that the net assets position of the company at the period ended 2 May 2025 has increased by over £4.7m to £58.3m (2024: £53.5m), see page 11.

Cash at bank increased by £6.2m in the year to £14.7m. Capital expenditure at the Fraserburgh facility was £3.4m.

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

* Movement in factory cost rate annually expressed as a percentage with base year 2022.

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 company will continue to follow its business model and stay cost focused. The business 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 business to ensure that any impacts caused by this are minimised. The company 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 company with surplus cash funds held at the bank. The company 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 company’s principal financial assets are cash balances held at the bank and trade debtors. The company’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 company 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 company continues to manage this risk through appropriate treasury management.

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 company expansion. The company 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.

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 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.

Streamlined energy and carbon reporting

Streamlined energy and carbon reporting requirements have been disclosed on a group basis within the financial statements of the company's ultimate parent, Gray & Adams Holdings Limited, which includes the relevant energy and carbon information for the company. As such, the company is not obliged and has not reported their energy and carbon information here. The financial statements of Gray & Adams Holdings Limited are accessible via UK Companies House.

On behalf of the board

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

Although the company's accounting reference date is 30 April, the 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 company's financial position as at that date.

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

The results for the period are set out on page 9.

Dividends were paid amounting to £11,960,000 (2024: £1,400,000). The directors do not recommend payment of a further dividend.

The company'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.

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

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 company’s auditor 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 company’s auditor is aware of that information.

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

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable 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 company will continue in business.

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

We have audited the financial statements of Gray & Adams Limited (the 'company') for the period ended 2 May 2025 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity 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 company's affairs as at 2 May 2025 and of its 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 company 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 company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report and financial statements other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the annual report and financial statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

In the light of the knowledge and understanding of the 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, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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

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

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 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.

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 company’s procurement of legal and professional services;  

• Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and 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 compliance with the Companies Act 2006; and

• Agreement of the financial statement disclosures to supporting documentation. 

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

Use of our report

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

There is no other comprehensive income in either the current or prior year. As such, no separate Statement of Other Comprehensive Income has been prepared.

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

Gray & Adams Limited is a private company limited by shares incorporated and domiciled in Scotland. The registered office and trading address is South Road, Fraserburgh, AB43 9HU. The company's registered number is SC047482.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” 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.

This 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 (where applicable):

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

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Gray & Adams Holdings Limited. These consolidated financial statements are available from the UK Companies House website.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Atruet 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.

The company prepares 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 company's financial position as at that date. The comparative reporting period covers the period from 28 April 2023 to 26 April 2024.

Turnover represents amounts receivable for goods and services net of VAT and trade discounts. Turnover is recognised at the point at which the company 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.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost or value of the asset can be measured reliably.

Patents are valued at cost less accumulated amortisation and are amortised over this expected useful life, as follows:

Tangible fixed assets other than freehold land are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, as follows:

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 statement of comprehensive income.

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

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Stocks and work in progress are stated at the lower of cost and net realisable value. Cost is measured on a first in, first out basis. 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.

Cash and cash equivalents are basic financial assets and include cash in hand and held at bank.

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include certain debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the statement of comprehensive income.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the statement of comprehensive income.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including trade and other payables 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 receipts discounted at a market rate of interest.

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

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company 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 company.

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

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

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

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

The company operated a defined benefit pension scheme. In accordance with FRS 102, Section 28, the cost of any benefits relating to past service is charged to the statement of comprehensive income. A charge equal to the net interest on the net defined benefit surplus or liability is recognised 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 statement of comprehensive income, along with the differences which arise from experience or assumption changes.

Until 2010, the company 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 18, 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 company also operates a defined contribution scheme for certain employees. The amounts charged to the statement of comprehensive income are the contributions payable in the year. The assets of the scheme are held separately from those of the company.

Further information on pension arrangements is provided in note 18

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 statement of comprehensive income.

Research and development

Research expenditure is written off to the profit and loss account in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortised over the period during which the company is expected to benefit.

In the application of the company’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. There were no judgements applied during the period.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Included within accruals (see note 16) is an estimation of future costs to be incurred for repairs on vehicles sold under existing warranties amounting to £2,312,835 (2024: £2,146,678).

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 £4,037,083 (2024: £3,415,146).

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

The company has taken advantage of the exemption from the disclosure of remuneration paid to its auditors for non-audit services. This exemption is available to the company as the company's ultimate parent company prepares consolidated accounts which are required to include such disclosures.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024: 2).

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:

The cost of non-depreciable assets included in freehold land and buildings is £3,052,075 (2024: £3,052,075). Residential property with a cost of £241,848 (2024: £241,848) has not been depreciated. The non-depreciation of the building elements of residential property is not in accordance with FRS 102 but in the directors' opinion the effect of the departure is not considered to be material.

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

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

(1) Registered office: South Road, Fraserburgh, Scotland, AB43 9HU

(2) Registered office: Houstons Corner, Ballyearl, Newtownabbey, Co Antrim, Northern Ireland, BT36 4TP

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

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

Deferred tax assets and liabilities are offset where the 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:

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The charge to profit or loss in respect of defined contribution schemes was £1,001,862 (2024 - £660,213). At the year end the company owed £40,492 (2024 - £90,903) to the pension scheme.

The company 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 year 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 30 April 2025.

As described in note 18, 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 from this date with the exception of the obligation to pay outstanding top up lump sums in relation to GMP equalisation.

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.

Amounts recognised in the profit and loss account

Costs recognised in other comprehensive income

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

On 02 May 2025 there was a surplus of £139,000 (2024: £145,000) in the scheme. Included within the fair value of plan assets of £139,000 is a current liability of £81,000 (2024: £81,000) in relation to GMP equalisation.

Movements in the present value of defined benefit obligations

Movements in the fair value of plan assets

The actual return on plan assets was a loss of £9,590,000 (2024 - a gain of £209,000).

Fair value of plan assets at the reporting period end

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

The Ordinary and A Ordinary shares rank pari passu in all respects.

The capital redemption reserve represents the nominal value of shares repurchased by the company.

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.

No guarantees have been given or received.

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

During the period the company made sales of £6,690,704 (2024: £5,730,241), purchases of £1,143,047 (2024: £3,255,808) and received dividends of £907,500 (2024: £1,357,500) from subsidiaries not 100% owned by the group.

At the period end the company was due £2,928,684 (2024: £1,547,993) and owed £659,390 (2024: £611,741) to subsidiaries not 100% owned by the group.

At the period end the company was owed £3,500,000 (2024: £3,500,000) by directors and their close family.

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

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

The immediate parent company is Gray & Adams Group Limited, a company registered in Scotland, which owns 100% of the issued share capital. Its registered office is South Road, Fraserburgh, Aberdeenshire, AB43 9HU.

The company's ultimate parent company is Gray & Adams Holdings Limited, a company registered in Scotland. No one individual controls Gray & Adams Holdings Limited. The largest group in which the results of the company are consolidated is that headed by Gray & Adams Holdings Limited and copies of those consolidated financial statements can be obtained from the UK Companies House website.