REGISTERED NUMBER: 04552128 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

P W GATES DISTRIBUTION LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

7

Consolidated Income Statement

11

Consolidated Other Comprehensive Income

12

Consolidated Balance Sheet

13

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Cash Flow Statement

17

Notes to the Consolidated Cash Flow Statement

18

Notes to the Consolidated Financial Statements

20

DIRECTORS:

P W Gates

Mrs M J Gates

C Lynch

REGISTERED OFFICE:

3 Doolittle Yard

Froghall Road

Ampthill

Bedfordshire

MK45 2NW

BUSINESS ADDRESS:

A1 Connect

B195 Cole Green Lane

Welwyn Garden City

Hertfordshire

AL7 4FW

REGISTERED NUMBER:

04552128 (England and Wales)

AUDITORS:

GKP (Ampthill) Limited

Statutory Auditor

3 Doolittle Yard

Froghall Road

Ampthill

Bedfordshire

MK45 2NW

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

The directors aim to present a balanced and comprehensive review of the development and performance of the group during the year and its position at the year end. The review is consistent with the size and nature of the group and is written in the context of the risks and uncertainties it faces.

REVIEW OF BUSINESS

The activities of the company consist of the following elements:

General Haulage of Palletised Goods, Storage and Fulfilment, Pallet Track Membership and Operation of the Southern Regional Hub and Maintenance and Repair of Light and Heavy Commercial Vehicles.

The group has continued to invest into new, low polluting, more fuel efficient vehicles, and the company invested into new larger and more efficient warehouse space at both the Bedford and Welwyn locations. The investment into new space and fleet has impacted the results for the year and it is expected that the benefits of this will continue. This continuous investment ensures the commitment to remain at the forefront of the logistics industry.

During the middle of the financial year we acquired a 90% shareholding in a 100 year old North Wales haulier, Mars-Jones Ltd., adding a potential annual revenue stream of c£6m along with an experienced workforce. Due to this acquisition there was an impact on the profitability for the year due to additional costs.

This acquisition resulted in an introduction to a major multi-national food company who signed up a 3-year warehousing contract just before the FY end. At the same time as contract negotiations were in play, we located and signed up for a 103,000 sq.ft. warehouse in Chester, with the lease effective from mid-April '25. This allowed us to push for more storage, handling and transport work, which is now flowing in nicely.

By combining the strengths and reputations of both companies on this site, we are able to significantly increase turnover and create efficiencies to reduce costs where there have been overlaps such as in IT and compliance.

Both the acquisition of Mars-Jones Ltd and the new Chester warehouse give us great potential for the years ahead.

There are a considerable number of new enquiries in the pipeline, for both storage and transport, with some major companies, mostly in the food and drink market which has proven resilient in the pandemic and previous recessions.

Although it has been a tough period as far as economic uncertainties and cost-control is concerned, we look forward to the future with optimism that our hard work and enhanced service offering will create a strong future.

PRINCIPAL RISKS AND UNCERTAINTIES

The board of directors and management continually monitor the key risks facing the company together with assessing the controls used for managing these risks.

The principle risks and uncertainties facing the company are as follows:

Economic conditions

Government policy changes

KEY PERFORMANCE INDICATORS

The directors consider the key financial performance indicators to be those that communicate the financial performance and strength of the group as follows:

2025

2024

Turnover

£24,302,133

£21,360,013

Gross Profit

£8,322,649

£8,435,082

Gross Profit %

34.26%

39.49%

Adjusted EBITDA

£2,066,613

£2,676,098

The financial position of the group remains strong and the group is well placed to take advantage of business opportunities as they arise. The directors look forward to the future with confidence.

ON BEHALF OF THE BOARD:

P W Gates - Director

31 December 2025

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

PRINCIPAL ACTIVITIES

The principal activities of the group in the year under review were those of haulage and distribution.

DIVIDENDS

The total distribution of dividends for the year ended 31 March 2025 will be £ 306,000 .

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

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

P W Gates

Mrs M J Gates

C Lynch

FINANCIAL INSTRUMENTS

The group holds or issues financial instruments in order to achieve three main objectives, being:

a) to finance its operations;

b) to manage its exposure to interest and currency risks arising from its operations and from its sources of finance;

c) for trading purposes

In addition, various financial instruments (e.g. trade debtors, trade creditors, accruals and prepayments) arise directly from the group's operations.

Transactions in financial instruments result in the group assuming or transferring to another party one or more of the financial risks described below.

Interest rate risk

The group's financial instruments exposure to interest rate risk is very small due to the fact that most of the instruments are on a fixed term repayment basis.

Credit Risk

The group monitors credit risk closely and considers that its current policies of credit checks meets its objectives of managing exposure to credit risk.

The group has no significant concentrations of credit risk. Amounts shown in the balance sheet best represent the maximum credit risk exposure in the event of other parties failing to perform their obligations under financial instruments.

Liquidity risk

The group's policy in terms of its liquidity risk is to have good banking relations with its bankers and to move stock items quickly.

Currency risk

The group's exposure to currency risk is minimal in comparison to its turnover.

Fair values of financial assets and liabilities

The financial values of the group's assets and liabilities as contained in the balance sheet fairly represents the open market value.

Hedging activities

The group does not have a general hedging policy.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

ON BEHALF OF THE BOARD:

P W Gates - Director

31 December 2025

Opinion

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

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

Owing to the inherent limitations of an audit, there is unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). The more removed the laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment, forgery, collusion, omission or misrepresentation.

In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

-

A part of the audit planning process was to look at each area of the financial statements and ascertain the level of risk for each applicable audit assertion. Where an increased risk was identified, specific audit work was designed to ensure those risks were at the forefront of the audit work carried out.

-

During the audit planning process, important laws and regulations applying to the company were identified by making enquiries of management in addition to our own checks of the laws and regulations applying to a business of this nature.

-

The audit process has documented the systems and internal controls adopted by the company and considered their adequacy. Our audit work included testing journal entries due to an inherent risk of management override of controls.

-

An audit team planning meeting was held which communicated areas of identified risks and considered possible opportunities for fraud within the company.

-

The engagement partner assessed the experience and abilities of the engagement team to ensure they were collectively competent to identify irregularities.

-

All risks identified at the planning stage and the related audit work were reviewed and results considered to confirm that no irregularities had been identified.

-

Our audit has included a review of the disclosures in the financial statements and comparison of those disclosures with the results of our audit work to identify any disparities.

-

Analytical review of the financial statements has been undertaken at both the planning and completion stages of the audit to identify risks of irregularities and the results of the audit work carried out on those areas of risks.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to involve the completeness and timing of income recognition, the override of controls by management and through related party transactions.

To address the risk of fraud in relation to revenue recognition, we:

-

Performed detailed substantive testing to address completeness and accuracy of sales; and

-

Assessed the appropriateness and application of the accounting policy concerning income recognition.

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

-

Performed analytical procedures to identify any unusual or unexpected relationships;

-

Tested journal entries to identify unusual transactions;

-

Assesses whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias;

-

Investigated the rationale behind significant or unusual transactions.

To address the risk of fraud through related parties, we conducted the following procedures:

-

Identified related parties through enquiries with directors;

-

Reviewed entries into the nominal ledger to identify related party transactions;

-

Investigated the rationale behind significant or unusual transactions.

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

Use of our report

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

Tara Aldwin ACA (Senior Statutory Auditor)

for and on behalf of GKP (Ampthill) Limited

Statutory Auditor

3 Doolittle Yard

Froghall Road

Ampthill

Bedfordshire

MK45 2NW

31 December 2025

TURNOVER

3

24,302,133

21,360,013

Cost of sales

15,979,484

12,924,931

GROSS PROFIT

8,322,649

8,435,082

Distribution costs

22,826

-

Administrative expenses

7,813,576

7,068,829

7,836,402

7,068,829

486,247

1,366,253

Other operating income

91,552

-

OPERATING PROFIT

5

577,799

1,366,253

Income from fixed asset investments

5,134

10,510

Interest receivable and similar income

1

2,512

5,135

13,022

582,934

1,379,275

Interest payable and similar expenses

6

463,928

371,432

PROFIT BEFORE TAXATION

119,006

1,007,843

Tax on profit

7

60,504

267,620

PROFIT FOR THE FINANCIAL YEAR

58,502

740,223

Profit attributable to:

Owners of the parent

82,472

740,223

Non-controlling interests

(23,970

)

-

58,502

740,223

PROFIT FOR THE YEAR

58,502

740,223

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

58,502

740,223

Total comprehensive income attributable to:

Owners of the parent

82,472

740,223

Non-controlling interests

(23,970

)

-

58,502

740,223

FIXED ASSETS

Intangible assets

10

848,461

-

Tangible assets

11

6,265,431

5,095,758

Investments

12

6,250

6,250

7,120,142

5,102,008

CURRENT ASSETS

Stocks

13

92,289

92,450

Debtors

14

6,224,417

4,395,705

Cash at bank and in hand

639

565

6,317,345

4,488,720

CREDITORS

Amounts falling due within one year

15

(8,035,309

)

(4,930,220

)

NET CURRENT LIABILITIES

(1,717,964

)

(441,500

)

TOTAL ASSETS LESS CURRENT LIABILITIES

5,402,178

4,660,508

CREDITORS

Amounts falling due after more than one year

16

(3,216,991

)

(2,326,655

)

PROVISIONS FOR LIABILITIES

20

(1,102,004

)

(980,588

)

NET ASSETS

1,083,183

1,353,265

CAPITAL AND RESERVES

Called up share capital

21

2,000

2,000

Capital redemption reserve

500

500

Retained earnings

1,127,237

1,350,765

SHAREHOLDERS' FUNDS

1,129,737

1,353,265

NON-CONTROLLING INTERESTS

(46,554

)

-

TOTAL EQUITY

1,083,183

1,353,265

The financial statements were approved by the Board of Directors and authorised for issue on 31 December 2025 and were signed on its behalf by:

P W Gates - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

5,056,827

5,095,758

Investments

12

713,287

6,250

5,770,114

5,102,008

CURRENT ASSETS

Stocks

13

92,289

92,450

Debtors

14

4,781,962

4,395,705

Cash in hand

465

565

4,874,716

4,488,720

CREDITORS

Amounts falling due within one year

15

(5,614,611

)

(4,930,220

)

NET CURRENT LIABILITIES

(739,895

)

(441,500

)

TOTAL ASSETS LESS CURRENT LIABILITIES

5,030,219

4,660,508

CREDITORS

Amounts falling due after more than one year

16

(2,598,986

)

(2,326,655

)

PROVISIONS FOR LIABILITIES

20

(1,022,452

)

(980,588

)

NET ASSETS

1,408,781

1,353,265

CAPITAL AND RESERVES

Called up share capital

21

2,000

2,000

Capital redemption reserve

500

500

Retained earnings

1,406,281

1,350,765

SHAREHOLDERS' FUNDS

1,408,781

1,353,265

Company's profit for the financial year

361,516

740,223

The financial statements were approved by the Board of Directors and authorised for issue on 31 December 2025 and were signed on its behalf by:

P W Gates - Director

Called up

Capital

share

Retained

redemption

capital

earnings

reserve

£

£

£

Balance at 1 April 2023

2,000

957,542

500

Changes in equity

Dividends

-

(347,000

)

-

Total comprehensive income

-

740,223

-

Balance at 31 March 2024

2,000

1,350,765

500

Changes in equity

Dividends

-

(306,000

)

-

Total comprehensive income

-

82,472

-

2,000

1,127,237

500

Non-controlling interest arising on business combination

-

-

-

Balance at 31 March 2025

2,000

1,127,237

500

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 April 2023

960,042

-

960,042

Changes in equity

Dividends

(347,000

)

-

(347,000

)

Total comprehensive income

740,223

-

740,223

Balance at 31 March 2024

1,353,265

-

1,353,265

Changes in equity

Dividends

(306,000

)

-

(306,000

)

Total comprehensive income

82,472

(23,970

)

58,502

1,129,737

(23,970

)

1,105,767

Non-controlling interest arising on business combination

-

(22,584

)

(22,584

)

Balance at 31 March 2025

1,129,737

(46,554

)

1,083,183

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 April 2023

2,000

957,542

500

960,042

Changes in equity

Dividends

-

(347,000

)

-

(347,000

)

Total comprehensive income

-

740,223

-

740,223

Balance at 31 March 2024

2,000

1,350,765

500

1,353,265

Changes in equity

Dividends

-

(306,000

)

-

(306,000

)

Total comprehensive income

-

361,516

-

361,516

Balance at 31 March 2025

2,000

1,406,281

500

1,408,781

Cash flows from operating activities

Cash generated from operations

1

2,192,172

2,797,504

Interest paid

(25,661

)

(6,464

)

Interest element of hire purchase and finance lease rental payments paid

(271,660

)

(204,782

)

Factoring interest and charges

(166,607

)

(160,186

)

Tax paid

(30,099

)

(245

)

Taxation refund

-

98,991

Net cash from operating activities

1,698,145

2,524,818

Cash flows from investing activities

Purchase of tangible fixed assets

(166,331

)

(558,132

)

Purchase of fixed asset investments

(662,835

)

-

Sale of tangible fixed assets

85,639

83,629

Interest received

1

2,512

Dividends received

5,134

10,510

Net cash from investing activities

(738,392

)

(461,481

)

Cash flows from financing activities

New loans in year

525,000

-

Loan repayments in year

(91,691

)

-

Capital repayments in year

(955,544

)

(1,362,240

)

Amount introduced by directors

89,182

-

Amount withdrawn by directors

(322,110

)

(372,273

)

Equity dividends paid

(306,000

)

(347,000

)

Net cash from financing activities

(1,061,163

)

(2,081,513

)

Decrease in cash and cash equivalents

(101,410

)

(18,176

)

Cash and cash equivalents at beginning of year

2

(13,067

)

5,109

Cash and cash equivalents at end of year

2

(114,477

)

(13,067

)