The directors present the strategic report for the year ended 30 June 2025.

The directors and senior management team within MV Commercial Limited are happy with performance of the business reflected in the figures for the financial year ending 30 June 2025.

Despite the continued challenges across the whole of the UK in relation to the uncertain economic climate, high interest rates and the current cost-of-living crisis, MV Commercial Limited has continued to navigate very well throughout these challenging times due to the internal focus on business performance across a number of areas. The senior management team continued to work closely with departmental managers across all locations within our UK network, with the continued key focus on productivity, efficiency, cost control, debt reduction, fleet management and cash collection. This continued in the financial year being reported, in order to protect both our overall profitability and cash position. This proactive approach continues to serve the business well and will remain in place going forward to ensure the business remains in a strong financial position going into the new Financial Year and beyond.

We do remain cautious about the future and are confident that the business is well placed, having adapted strongly to these changes and to further manage any related commercial challenges that we are presented with in the future.

The relationship with our main UK Asset Finance & Banking providers remains very strong and they continue to provide valuable support to the business. This on-going support ensures long-term stability for the business and helps ensure the business keeps our vehicle fleet up to date and maintained to the highest levels. This in turn will ensure continued long-term support for our expanding customer base. These financial agreements allow continued flexibility and growth and will enable the business to maintain the correct mix of both new and nearly new vehicles across our full model range and for all service levels to be maintained at a very high level.

The MV Fruehauf Limited business, which was acquired in September 2021, was transferred out of the MV Commercial Group in January 2024 and the prior year consolidated figures shown in this report for the MV Commercial Group include 7 months trading when MV Fruehauf Limited was part of the current group structure.

Cost control, cash generation and profitability remain a key focus across all locations and departments within the MV Commercial Group.

The Vehicle Sales Division performed well this year against the backdrop of a company wide effort to refresh our vehicle fleet and a conscious decision to trade out some older stock, ensuring more attractive, newer fleet was available for our customers moving forward. Margin performance was challenged to a degree by the same strategic project combined with cost pressures being experienced across the wider economy. We continue to see benefits from our UK wide structure and our territory-based approach to allocated geographical areas in terms of responsibility continues to add great value to our overall business strategy. Our excellent reputation in the Commercial Vehicle market will ensure ongoing stability and profitability over the forthcoming years.

Our specialist Crane Division continues to deliver excellent service, and residual values remain strong with the demand for our product remaining high.

The Vehicle Hire Division had another exceptional year and continues to outperform previous levels across all metrics, with continued record-breaking results in terms of vehicles on hire and weekly hire income being achieved on a very consistent and regular basis at improved margin levels.

Our financial team operates strict underwriting criteria and debt collection remains a high priority throughout the business, and this area has contributed significantly to the results achieved. This area of the business is supported on a day-to-day basis by both the Managing Director and Group Financial Controller.

The group’s operations and its ability to invest in its fleet are exposed to a variety of financial risks which include the availability and cost of credit.

Credit Risk

The group continues to carry out full credit checks on all potential new hire customers before any contracts are agreed. The amount of exposure to any individual counterparty is subject to a limit, which is reassessed regularly by the directors and senior management team.

Liquidity Risk

The group seeks to manage this financial risk by ensuring sufficient liquidity is available to meet foreseeable requirements and to invest cash safely and profitably.

Interest Rate Risk

The group finances its operations and investment through a mixture of generated profits and borrowings. With expected reductions to the historically high UK interest rates being slower than widely anticipated, this has a direct financial impact on the business. Our relationship with the major UK Asset Finance & Banking providers remains very strong and the business remains confident that such risks around significant increases to the interest rate would be minimised due to these strong relationships.

Key financial performance indicators are those which measure the financial performance in the year and position of the group at the reporting date. Some of these indicators have been affected by the transfer of the MV Fruehauf Limited business as previously noted.

Key positives for the financial year ending 30 June 2025 have been:

• Hire Turnover up by 7.7%

• Hire Operating Profit up by 8.8%

• HP Creditor reduced by £7.6m / 9.1%

• Net Assets up by 2.5%

The directors remain very optimistic about the future and are confident of achieving another excellent set of results for the 12 months ending 30 June 2026 and beyond. The high levels of investment that have been made over the past few years across the business will continue to be a key strategy and cost control, efficiency improvements and cash collection remain a key focus across the whole business.

The group recognises the importance of its environmental responsibilities and has policies in place to manage its impact on the environment.

As directors of the company, we have and continue to act in a way that we consider, in good faith, to be most likely to promote the continuing success of the company and wider group for the benefit of its members, and in doing so had regard, amongst other matters, to:

• The likely consequences of any decisions in the long term.

• The interests of the group’s employees.

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

• The impact of the group’s operations on the community and the environment.

• The desirability of the group maintaining a reputation for high standards of business conduct; and

• The need to act fairly as between members of the group.

The following are some examples as to how we have had regard to the matters set out within sections 172(1)(a) - (f) when discharging our section 172 duties:

Our key strategic objective remains to build a sustainable business, for the benefit of current and future generations, whether that is in the form of members, employees, customers, suppliers, the community, and environment. For this to be achieved, our management of the group involves us taking both decisions for the present and future benefit of the business. We work within the business on a daily basis so key internal and external relationships are maintained directly and employees, suppliers and customers have appropriate access to us. We also ensure there is a wider understanding of the group’s key strategic objectives, through distilling the key messages through our management teams within the business.

The group’s employees are critical to the continued success of the business, and it is key we effectively engage with them. Examples of how we do this include:

• Consultation and discussion with employees through staff councils and meetings, the matters likely to affect employees' interests.

• Providing information about matters of concern to employees through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance; and

• Having appropriate private channels of communication that employees are comfortable using.

Our core aspiration is to develop our continuous improvement plans across the group promoting a strong and sustainable business. We cannot achieve this without having strong relationships with our financial parties, suppliers, and customers. We foster these business relationships through utilising some of the following practices:

• Maintaining strong relationships through regular contact.

• Encouraging our customers and suppliers to raise any issues or concerns they have over their relationship with the group; and

• Offering dedicated points of contact within our team to promote the building of long-term business relationships.

We are committed to supporting the communities that we work in and being environmentally responsible. To this end, the group has formal policies regarding Energy Efficiency & Environmental Management.

We are also committed to conducting our business in an ethical manner. Our policies encapsulate our commitment to ensure the highest standard of ethical conduct in the way we conduct business.

These principles are integrated into the group’s business culture and the way we operate.

On behalf of the board

The directors present their annual report and financial statements for the year ended 30 June 2025.

The principal activity of the group during the year was that of commercial vehicle manufacturing, hire and sales.

The results for the year are set out on pages 12 to 13.

Ordinary dividends were paid amounting to £420,000 (2024; £491,667). The directors do not recommend payment of a further dividend.

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

The group's policy is to consult and discuss with employees, through staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

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

This report was undertaken in accordance with the Streamlined Energy and Carbon (“SECR”) Reporting requirements outlined in the Companies Act (2006) for large quoted and unlisted companies which requires MV Commercial Limited, to report on its Greenhouse Gas (GHG) emissions.

This report contains details on annual GHG emissions, total energy consumption covering our offices, transport assets, and energy efficiency and environmental management actions implemented during the reporting year. This report contains our SECR disclosure for the 2024/25 reporting year.

Methodology

Scope of analysis and data collection

Over 2024/25 we have collected primary data for our buildings and company vehicle activities including: electricity consumption (kWh), gas oil (litres), burning oil (litres), company vehicles fuel usage (litres). All primary data used within this report is from 1 July 2024 – 30 June 2025. Where data was missing, the consumption has been pro-rated for the entire reporting period.

Calculation Methodology

We have used the Greenhouse Gas Protocol Corporate Reporting Standard (GHG Protocol) methodology for compiling this GHG data and have calculated our GHG emissions in accordance with the UK Government’s reporting guidelines for Company Reporting. To ensure consistency in our reporting we are reporting all GHG emissions in units of CO2e (carbon dioxide equivalent) and have used 2024 GHG Conversion Factors for Company Reporting, published annually by Defra and DESNZ.

GHG Emissions Scopes

The following reporting scopes (as outlined by the Greenhouse Gas Protocol) are included within this disclosure:

Scope 1 Emissions: direct emissions from sources which the company owns or controls. This includes fuels consumed in our buildings and fuel for company vehicles.

Scope 2 Emissions: indirect emissions relating solely to the generation of purchased electricity that is consumed by the company.

Scope 3 Emissions: indirect emissions relating to the transmission & distribution losses of purchased electricity.

Energy Consumption

The table below displays our annual energy consumption for electricity, site fuels, and company vehicles for the 2024/25 reporting year. As per SECR reporting requirements this information is presented in kilowatt hours (kWh).

GHG Emissions Reporting

In accordance with the SECR Emissions Reporting requirements outlined in the Companies Act for large companies our GHG disclosure for the 2024/25 reporting year is listed below. Results have been split by Scope as outlined by the GHG Protocol calculation methodology.

Total GHG Emissions for Scopes 1, 2 and 3 for the reporting period 1 July 2024 – 30 June 2025 are 909.79 tonnes CO2e. Of our total GHG emissions Scope 1 accounts for 87%, Scope 2 for 12% and Scope 3 for 1%. Our GHG Emissions Intensity per £M turnover is 13.41 tonnes CO2e and per employee is 4.79 tonnes CO2e. The Overall emissions show a 33% decrease from the baseline. The reduction can primarily be attributed to reduced fuel consumption across sites. Additionally, there was no propane used this reporting year.

Energy Efficiency & Environmental Management

MV Commercial Limited confirm that no energy efficiency measures were taken during the reporting year.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's 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 done so in respect of future developments, engagement with suppliers, customers and others and financial risk management objectives and policies where relevant.

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.

The directors are responsible for preparing the Annual 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;

• 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.

We have audited the financial statements of MV Commercial Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the 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 30 June 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 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 & 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 & 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 our audit:

• The information given in the strategic report and the directors' report for the financial year 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 our knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and 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.

As explained more fully in the Directors’ responsibilities statement set out on page 8, 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 group’s and 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 parent 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.ukauditorsresponsibilities. 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 they operate, 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:

• Companies Act 2006;

• UK Corporation Tax legislation; and

• UK Generally Accepted Accounting Practice.

We gained an understanding of how the group and the parent company are complying with these laws and regulations by making enquiries of management and those charged with. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies.

We assessed the susceptibility of the group’s and parent company’s 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:

• Reviewing the level of and reasoning behind the group’s and parent 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 assessing judgements made by management in their calculation of accounting estimates for potential management bias;

• Performing audit procedures over the occurrence of revenue transactions, ensuring transactions were agreed to supporting evidence. Substantive procedures over the cut-off of revenue at year end were also undertaken, ensuring revenue was recognised in the correct period;

• Completion of appropriate checklists and use of our experience to assess the group’s and parent 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.

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 £1,131,120 (2024 - £2,927,690 profit).

MV Commercial Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office and principal business address is Ninian Road, Brownsburn Industrial Estate, Airdrie, ML6 9SE.

The group consists of MV Commercial Limited and its subsidiary undertaking.

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 £.

The financial statements have been prepared under the historical cost convention, modified to include to include investment properties at fair value as well as certain classes of tangible fixed assets carried at valuation. 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 (where applicable):

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

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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

The consolidated group financial statements consist of the financial statements of the parent company MV Commercial Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 30 June 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.

In assessing the ability of the company and group to continue as a going concern, the directors have prepared detailed trading forecasts and cash flow projections covering a period of at least twelve months from the date of approval of the financial statements. The directors are satisfied that these forecasts, coupled with the existing funding facilities in place, are adequate to enable the company and group to meet its working capital requirements and to settle its debts as these fall due.

Based on the above factors, the directors are satisfied that it remains appropriate for the company and group to prepare its financial statements on a going concern basis.

Turnover represents amounts receivable for goods and services net of VAT and trade discounts from;

- Commercial vehicle manufacturing and sale. Commercial vehicle sales income is recognised on completion of the work and or deal which represents when the rights and obligations of the vehicle are transferred.

- Commercial vehicle hire. Commercial vehicle hire revenue is recognised as earned, when the group obtains the right to consideration in exchange for its performance under the contract.

- Advertising and publicity services from the operation of a music website. Advertising revenue is recognised over the period advertisements are displayed.

Acquired positive goodwill is written off in equal annual instalments over its estimated useful economic life of between 3 and 10 years. It is reviewed for impairment if events or changes indicate that the carrying value may not be recoverable.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

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

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

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 recognised in the statement of comprehensive income.

The group's freehold land and buildings and commercial vehicle fleet are held under the revaluation model and are carried at a revalued amount, being their fair value at the date of valuation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The fair values are usually considered to be their market value.

Revaluation gains and losses are recognised in other comprehensive income and accumulated in equity, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in the profit and loss account or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and loss are recognised in the profit and loss account.

Assets in the course of construction are not depreciated.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. The surplus or deficit on revaluation is recognised in the statement of comprehensive income.

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.

At each reporting period end date, the group 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).

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. 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.

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 statement of comprehensive income. Reversals of impairment losses are also recognised in the statement of comprehensive income.

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet 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, 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 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, including certain creditors and bank loans, 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.

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.

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 group’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.

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 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.

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.

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

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to the statement of comprehensive income so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to the statement of comprehensive income 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 lease asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in the statement of comprehensive income.

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.

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.

The group's policy is to account for its freehold land and buildings and fleet of motor vehicles under the revaluation model as opposed to on a depreciated historic cost basis. Determining the fair value of these assets at each balance sheet date requires the directors to exercise judgement. As part of this assessment, the directors engage and consultant independent experts within the UK commercial property and vehicle markets. In terms of the group's motor vehicles, due regard is given to the nature of the group's fleet including specification and the specialist nature of the assets, mileage, age, ownership history as well as existing market demand.

The carrying value of assets carried at valuation is outlined at note 12.

Investment property is carried at fair value which is based on an open market value. This requires the directors to exercise due care as there is inherent uncertainty in this assessment.

The carrying value of investment property carried at valuation is outlined at note 13.

Inventories are valued at the lower of cost and net realisable value. Net realisable value includes, where necessary, provisions for slow moving and obsolete stocks. Calculation of these provisions requires judgements to be made, which include forecast consumer demand, the promotional, competitive and economic environment and inventory loss trends.

The carrying value of the group's stock at the reporting date is outlined at note 16.

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

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

As outlined at note 10, the company disposed of its truck and trailer manufacturing business, MV Fruehauf Limited, during the prior year. As a result, the company and group no longer employ engineering and manufacturing staff.

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

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

On 16 January 2024, the company disposed of MV Fruehauf Limited to Fruehauf (GBR) Limited, an entity controlled by the company's directors. The disposal was part of a corporate restructuring exercise which allowed for the MV Commercial group to focus on the group's core businesses operations.

The prior year discontinued operations disclosed in the group statement of comprehensive income reflect the results of MV Fruehauf Limited for the 7 months the entity remained part of the group in that year prior to its disposal.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Tangible fixed assets carried at valuation

Motor vehicles

Motor vehicles with a carrying value of £105,701,377 were revalued at 30 June 2025 on a market value basis by CVA Commercial Vehicle Auctions who are independent valuers not connected with the company or group. The valuation was based on recent market transactions on arm's length terms for similar commercial vehicles.

If motor vehicles were measured using the cost model, the carrying amounts for the group would have been £98,055,140, being cost £154,474,335 and depreciation £56,419,195.

Freehold land and buildings

Freehold land and buildings with a carrying value of £10,555,700 are also carried at valuation. The valuations have been arrived at following an assessment carried out by the directors on an open market value basis.

If freehold land and buildings were measured using the cost model, the carrying amounts for the group would have been £8,926,991, being cost £10,111,379 and depreciation £1,184,388.

Investment property comprises land and buildings held for rental purposes. The fair value of the investment property has been arrived at on the basis of a valuation carried out by the directors. The valuation was made on an open market value basis.

Details of the company's subsidiaries at 30 June 2025 are as follows:

Amounts owed by group undertakings to the company are unsecured, interest free and repayable on demand.

Trade debtors are stated net of provisions for bad or doubtful debts of £418,465 (2024 - £328,428).

Obligations under finance leases are secured over the assets to which they relate.

Obligations under finance leases are secured over the assets to which they relate.

Included within bank loans stated above include;

1 - £1,328,112 loan which bears interest at 2.25% plus Bank of England base rate and is repayable by monthly instalments until January 2034.

2 - £5,500,000 revolving credit facility which bears interest at 2.65% plus Bank of England base rate and which matures in February 2027.

3 - £1,007,500 Coronavirus Business Interruption Loan which bears interest at 3.99% plus Bank of England base rate and is repayable by monthly instalments until June 2026.

4 - £1,049,736 term loan facility which bears interest at 2.1% per annum plus Bank of England base rate payable on the outstanding principal amount of the loan on a monthly basis and on the final repayment date. The loan is repayable 36 months from the date of the first drawdown.

5 - £9,167 Bounce back loan which bears interest at 2.5% and is repayable by monthly instalments until May 2026.

The above bank loans are secured by fixed and floating charges over the group's assets as well as by multilateral guarantees provided by the group's subsidiary undertakings.

T J O'Rourke has also provided a personal guarantee of up to £500,000 in respect of the group's Coronavirus Business Interruption Loan.

Finance lease payments represent rentals payable by the group for certain motor vehicles and plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

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:

The deferred tax liability set out above is not expected to reverse within 12 months.

The group has estimated unrecognised losses of £nil (2024 - £7.3k) available for carry forward against future trading profits.

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.

Contributions totalling £109,018 (2024 - £44,044) were payable to the fund at the year end and are included in creditors within one year.

Ordinary A and B shares rank pari passu in all respects except in relation to dividends.

Revaluation reserve represents the difference between the fair value and the carrying value on an historic cost basis of the group's motor vehicles and freehold property which are held at valuation.

Profit and loss reserves represent accumulated comprehensive income/(expenditure) for the year and prior year less dividends paid.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Amounts contracted for but not provided in the financial statements:

The remuneration of key management personnel is as follows.

During the year the group entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

Company

The company has taken advantage of the exemption available in FRS 102 Section 33 "Related Party Disclosures" whereby it has not disclosed transactions with any wholly owned subsidiary undertaking of the group.

Dividends totalling £420,000 (2024 - £491,667) were paid in the year in respect of shares held by the company's directors.

The company is controlled by the director and majority shareholder, Mr T O'Rourke.