Company Registration No. SC785676 (Scotland)
MCPHERSON GROUP HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
MCPHERSON GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Directors
A D McPherson
J A McPherson
S A McPherson
Company number
SC785676
Registered office
37 Albyn Place
Aberdeen
AB10 1YN
Auditor
Johnston Carmichael LLP
Strathlossie House
Elgin Business Park
1 Kirkhill Avenue
Elgin
IV30 8DE
MCPHERSON GROUP HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 31
MCPHERSON GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2025
- 1 -

The directors present the strategic report for the year ended 31 July 2025.

Fair review of the business

The principal activity of the parent company is that of a holding company. The principal activity of the group is the provision of transportation services to the spirit industry. This ranges from the transportation of raw materials and by-products through to the movement of bulk spirit to warehousing facilities and ultimately to bottling plants. The group operates from depots throughout Scotland and the North of England.

Turnover of £53.9m (2024: £53.3m) was up 1% with activity levels remaining largely constant. A combination of better sales mix, tight control of driver utilisation and lower fleet maintenance costs resulted in gross profit increasing by 17.2% to £10m (2024: £8.5m). This also helped gross profit margin improve slightly to 18.5% (2024: 16%). Administration costs increased by 13% on last year due to higher property maintenance and IT costs resulting in an operating profit of £4.6m (2024: £3.7m), up 22% on last year.

Principal risks and uncertainties

Credit risk: Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. Credit risk is monitored using in house credit control procedures and customers are assessed for financial reliability using external ratings agencies.

Liquidity risk: Liquidity risk refers to the risk that the group may not be able to settle or meet its financial obligations on time. This risk is monitored through regular forecasting of cash flows taking into account business performance and capital expenditure requirements and mitigated by holding a cash reserve within the business.

Health and safety: Due to the nature of its operations the group is exposed to a wide range of health and safety risks. This is managed through its health and safety and competency management systems and health and safety performance is closely monitored by the board.

Commercial: The group relies on certain key customers for a significant proportion of its turnover. The group aims to build long term relationships with its customers and to provide a high quality and responsive level of service to them. Long term service agreements are negotiated with the group’s largest customers. A significant proportion of the group’s turnover is with customers who operate in the same market sector. They can be exposed to fluctuations in demand and regulatory changes which would impact their demand for the group’s services. The group mitigates this by seeking to diversify its customer base, expand the range of logistics services it offers outside of transportation services and be able to adjust its cost base quickly in response to falls in demand.

Fuel prices: A significant proportion of the group's costs relate to fuel. The group has in place fuel price escalator agreements with all large customers.

Key performance indicators

| 2025 | 2024 | % Change
Turnover (£) | 53,909,398 | 53,348,667 | 1.1%
Gross Profit (£) | 9,976,393 | 8,510,775 | 17.2%
Gross Profit Margin | 18.5% | 16.0% |
Operating Profit (£) | 4,561,920 | 3,731,572 | 22.3%
Operating Profit Margin | 8.5% | 7.0% |

MCPHERSON GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 2 -
Statement by the directors in performance of their statutory duties in accordance with s172 (1) Companies Act 2006

In 2018 the Companies (Miscellaneous Reporting) Regulations introduced a requirement for large companies to publish a statement describing how the directors have had regard to the matters set out in section 172 (1) (a) to (f) of the Companies Act 2006.

Section 172 (1) (a) to (f) requires each director to act in the way he or she considers would be most likely to promote the success of the group for the benefit of its members as a whole, with regard to the following matters:

(a) The likely consequences of any decision in the long-term

The group’s long term strategy is to continue to provide a customer focused transportation service to the spirit industry specialising in transportation and management of distillation by-products and transportation of bulk spirits. Decisions are made by the directors after considering all available relevant information and whether a course of action is consistent with the group strategy and will bring a long term benefit to the group.

(b) The interests of the group’s employees

The group’s employees are fundamental to its business. The directors aim to be a responsible employer and the health, safety and wellbeing of employees is a key consideration in the way the group operates.

(c) The need to foster the group’s business relationships with suppliers, customers and others

The directors maintain a close on-going dialogue with key customers and suppliers and seek to build long term collaborative relationships with them. Regular formal review meetings take place between the directors of the group and key customer and supplier management. Outside of formal meetings, there is a regular dialogue between the directors of the group and key customers and suppliers.

(d) The impact of the group’s operations on the community and environment

The directors have implemented an environmental policy that seeks to minimise the group’s impact of its operations on the community and the environment. The group participates in the CDP disclosure system to report on its current carbon footprint and the actions that have been taken to minimise it.

(e) The desirability of the group maintaining a reputation for high standards of business conduct

The directors intend to behave responsibly and ensure that management operate in a responsible manner and to a high standard of business conduct. The group has a relatively small team of managers operating within a flat management structure which enables the directors to maintain a close relationship with those people representing the group.

(f) The need to act fairly as between members of the group

The group has only one ultimate owner who acts as Chairman of the group.

On behalf of the board

A D McPherson
Director
29 April 2026
MCPHERSON GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 July 2025.

The group and parent company has taken advantage of the ability to flex the end of the financial period, in accordance with the Companies Act 2006 section 390 (3). Accordingly the accounts have been prepared with a financial period to 31 July 2025 (2024 - 25 July) which represents 53 weeks in comparison to 52 weeks in the prior period.

Results and dividends

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

Ordinary dividends were paid amounting to £333,333. The directors do not recommend payment of a further dividend.

Directors

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

A D McPherson
J A McPherson
S A McPherson
Environmental matters

The group recognises the important of its environmental responsibilities and has stringent monitoring controls on fuel consumption, a culture of recycling throughout the business and a strong focus on eliminating operational inefficiencies within its transport operations.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The company and group engages with its employees through an Employee Consultative Group. This is a broadly representative body, which acts as a forum for communications both to and from management and both to and from employees.

Future developments

Following a sustained period of expansion in the spirits industry, trading conditions for our customers in 2025/26 have been challenging. As a consequence, many customers are now seeking to reduce their levels of output in order to rebalance supply and demand and reduce inventory levels. This is having a knock-on effect on the group with activity levels down on last year. In response to this the group has carefully managed its costs base, reducing headcount, fleet numbers and investment in fleet assets in order to protect gross profit margins.

Auditor

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

MCPHERSON GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 4 -
Energy and carbon report

The group used the following energy during the year ended 31 July 2025:

| 2025 | 2024
| Energy Use MWh | Tonnes CO 2 e | Energy Use MWh | Tonnes CO 2 e
Energy use and emissions from the consumption of fuel for the purposes of transport (Scope 1) | 75,275 | 17,214 | 81,038 | 18,766
Energy use and emissions from the purchase of electricity (Scope 2 location based) | 526 | 114 | 534 | 115
Total energy use and emissions | 75,801 | 17,328 | 81,572 | 18,881
Kg CO 2 e per fleet mile |  | 1.45 |  | 1.54

All energy use and emissions arise in the UK.

Fuel consumption for the purposes of transport has been calculated by collecting data on the volume in litres or Kg of fuel consumed.

Energy usage from the purchase of electricity has been collated from supplier provided meter readings.

Energy use in MWh for transportation fuel and emissions of CO 2 e for transportation fuel and purchased electricity has been calculated using the 2024 UK Government GHG Conversion Factors for Company Reporting.

The vast majority of greenhouse gas emissions within the group arise from the consumption of fuel by its commercial vehicle fleet and this has therefore been the area of operations given the most focus as we continue to investigate alternative fuels and technologies that can replace conventional diesel.

The group reduced its carbon intensity measure, Kg CO 2 e per fleet mile by 6% on a year-on-year basis.

During the year ended 31 July 2025:

- The group has further expanded the use of Compressed Natural Gas (CNG) powered HGV vehicles to displace diesel powered HGV vehicles fuelling these vehicles with renewable CNG.

- The group used Hydrotreated Vegetable Oil (HVO) diesel from renewable sources to fuel ‘on site’ vehicles at a number of customer sites within Scotland.

- The group continued to use an electric 6 x 2 tractor unit as part of a pilot programme in collaboration with a major customer.

- The group has continued to seek to minimise ‘empty running’ within its fleet by optimising route planning and through the use of specialist hybrid trailers where appropriate.

- All of the electricity purchased by the group was from renewable sources.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the group and parent 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 group and parent company is aware of that information.

MCPHERSON GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 5 -
On behalf of the board
A D McPherson
Director
29 April 2026
MCPHERSON GROUP HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JULY 2025
- 6 -

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 group and parent company, and of the profit or loss of the group and parent 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 group and parent 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 parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

MCPHERSON GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MCPHERSON GROUP HOLDINGS LIMITED
- 7 -
Opinion

We have audited the financial statements of McPherson Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 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 F inancial R eporting S tandard 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 31 July 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's or parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report and financial statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the 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.

MCPHERSON GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MCPHERSON GROUP HOLDINGS LIMITED
- 8 -

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' r eport 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.

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 their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement set out on page 6, 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.

Auditor responsibilities for the audit of the financial statements

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

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

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

MCPHERSON GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MCPHERSON GROUP HOLDINGS LIMITED
- 9 -

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:

- United Kingdom Generally Accepted Accounting Practice;

- Companies Act 2006;

- UK Corporation Tax Act 2010;

- Operators license; and

- Driver and Vehicle Standards Agency.

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 governance. We corroborated these enquiries through our review of submitted returns, external inspections, relevant correspondence with regulatory bodies and board meeting minutes.

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

- 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 minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;

- Reviewing the level of and reasoning behind the group's 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 to confirm the accuracy, cut off and completeness of revenue, ensuring recognised in line with the group's accounting policies;

- Reviewing docume nt ation confirming ongoing compliance with regulatory industry requirements;

- Completion of appropriate checklists and use of our experience to assess the groups' 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.

MCPHERSON GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MCPHERSON GROUP HOLDINGS LIMITED
- 10 -

Use of our report

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

Martin Bannerman (Senior Statutor Auditor)
For and on behalf of Johnston Carmichael LLP
5 May 2026
Statutory Auditor
Strathlossie House
Elgin Business Park
1 Kirkhill Avenue
Elgin
IV30 8DE
MCPHERSON GROUP HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2025
- 11 -
53 weeks
52 weeks
ended
ended
31 July
25 July
2025
2024
Notes
£
£
Turnover
3
53,909,398
53,348,667
Cost of sales
(43,933,005)
(44,837,892)
Gross profit
9,976,393
8,510,775
Administrative expenses
(5,414,473)
(4,779,203)
Operating profit
4
4,561,920
3,731,572
Interest receivable and similar income
8
268,404
307,137
Interest payable and similar expenses
9
(15,155)
(23,965)
Profit before taxation
4,815,169
4,014,744
Tax on profit
10
(1,246,812)
(931,261)
Profit and total comprehensive income for the financial year
23
3,568,357
3,083,483
Total comprehensive income for the year is all attributable to the owners of the parent company.

The group statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

MCPHERSON GROUP HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 JULY 2025
31 July 2025
- 12 -
31 July
25 July
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
12
24,572,034
21,000,209
Current assets
Stocks
15
451,904
446,452
Debtors
16
12,284,274
15,205,376
Cash at bank and in hand
13,247,231
9,645,922
25,983,409
25,297,750
Creditors: amounts falling due within one year
17
(9,623,128)
(9,703,933)
Net current assets
16,360,281
15,593,817
Total assets less current liabilities
40,932,315
36,594,026
Creditors: amounts falling due after more than one year
18
(11,950)
(155,950)
Provisions for liabilities
Deferred tax liability
20
2,760,352
1,513,087
(2,760,352)
(1,513,087)
Net assets
38,160,013
34,924,989
Capital and reserves
Called up share capital
22
47,300
47,300
Other reserves
24
2,700
2,700
Profit and loss reserves
23
38,110,013
34,874,989
Total equity
38,160,013
34,924,989
The financial statements were approved by the board of directors and authorised for issue on 29 April 2026 and are signed on its behalf by:
A D McPherson
Director
MCPHERSON GROUP HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT
31 JULY 2025
31 July 2025
- 13 -
31 July 2025
25 July 2024
Notes
£
£
£
£
Fixed assets
Investments
13
47,301
47,301
Current assets
Debtors
16
4,500,000
4,493,283
Cash at bank and in hand
3,387,379
3,682,551
7,887,379
8,175,834
Creditors: amounts falling due within one year
17
(42,459)
(9,497)
Net current assets
7,844,920
8,166,337
Net assets
7,892,221
8,213,638
Capital and reserves
Called up share capital
22
47,300
47,300
Profit and loss reserves
23
7,844,921
8,166,338
Total equity
7,892,221
8,213,638

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the period was £11,916 (2024 - £8,499,671).

The financial statements were approved by the board of directors and authorised for issue on 29 April 2026 and are signed on its behalf by:
A D McPherson
Director
Company Registration No. SC785676
MCPHERSON GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2025
- 14 -
Share capital
Equity reserve
Merger reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 27 July 2023
-
0
50,000
-
32,124,839
32,174,839
52 weeks ended 25 July 2024
Profit and total comprehensive income for the year
-
-
-
3,083,483
3,083,483
Issue of share capital
22
47,300
-
-
-
47,300
Dividends
11
-
-
-
(333,333)
(333,333)
Other movements
-
(50,000)
2,700
-
(47,300)
Balance at 25 July 2024
47,300
-
0
2,700
34,874,989
34,924,989
53 weeks ended 31 July 2025
Profit and total comprehensive income for the year
-
-
-
3,568,357
3,568,357
Dividends
11
-
-
-
(333,333)
(333,333)
Balance at 31 July 2025
47,300
-
0
2,700
38,110,013
38,160,013
MCPHERSON GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2025
- 15 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Period ended 25 July 2024
Profit and total comprehensive income for the year
-
8,499,671
8,499,671
Issue of share capital
22
47,300
-
47,300
Dividends
11
-
(333,333)
(333,333)
Balance at 25 July 2024
47,300
8,166,338
8,213,638
53 weeks ended 31 July 2025:
Profit and total comprehensive income for the year
-
11,916
11,916
Dividends
11
-
(333,333)
(333,333)
Balance at 31 July 2025
47,300
7,844,921
7,892,221
MCPHERSON GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2025
- 16 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
30
11,821,006
7,714,469
Interest paid
(15,155)
(23,965)
Income taxes refunded
406,876
303,773
Net cash inflow from operating activities
12,212,727
7,994,277
Investing activities
Purchase of tangible fixed assets
(8,651,716)
(7,057,622)
Proceeds on disposal of tangible fixed assets
249,227
350,460
Interest received
268,404
307,137
Net cash used in investing activities
(8,134,085)
(6,400,025)
Financing activities
Payment of finance leases obligations
(144,000)
(334,250)
Dividends paid to equity shareholders
(333,333)
(333,333)
Net cash used in financing activities
(477,333)
(667,583)
Net increase in cash and cash equivalents
3,601,309
926,669
Cash and cash equivalents at beginning of year
9,645,922
8,719,253
Cash and cash equivalents at end of year
13,247,231
9,645,922
MCPHERSON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
- 17 -
1
Accounting policies
Company information

McPherson Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is 37 Albyn Place, Aberdeen, AB10 1YN and the principal business address is Fisherton Garage, Aberlour, Banffshire, AB38 9LB.

The group consists of McPherson Group Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the group. Monetary a mounts in these financial statements are rounded to the nearest £.

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

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

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

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

1.2
Group reconstructions

Under FRS 102, group reconstructions can be accounted for using the merger accounting method where the use of merger accounting is not prohibited by company law or legislation, where the ultimate equity holders remain the same, and the rights of each equity holder, relative to others, are unchanged and where no non-controlling interests in the net assets of the group are altered by the reconstruction.

It is the company's policy to apply the merger accounting method to eligible group reconstructions and it has therefore applied this to the corporate reorganisation effected by the group on 3 July 2024. The merger method of accounting has been applied to the group reconstruction as if the entities had always been combined in this reconstructed form. The carrying values of the entities’ assets and liabilities have not been adjusted to fair value. The existing balances on capital redemption reserve of subsidiary undertakings have been shown under merger reserves. In the comparative period, the share capital and capital redemption reserve of subsidiary undertakings were shown separately within an equity reserve which was subsequently cleared on incorporation of the parent company and establishment of the merger reserve balance.

1.3
Basis of consolidation

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

All financial statements are made up to 31 July 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 g roup.

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.

MCPHERSON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 18 -

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised on the performance of services and on delivery of goods when it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred can be measured reliably.

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.

1.6
Tangible fixed assets

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

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

Freehold buildings
4% Straight line
Assets under construction
Not depreciated
Tenants improvements
10% Straight line
Plant and machinery
10% - 33.3% Straight line
Motor vehicles
12.5% - 33.3% Straight line

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 profit or loss account.

Freehold land is not depreciated.

1.7
Fixed asset investments

I n the parent company financial statements, investments 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 the profit or loss account.

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.

MCPHERSON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 19 -
1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

1.9
Stocks

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

Cost is calculated using the first in first out method.

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 profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

1.11
Financial instruments

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

Basic financial assets, which include 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.

Impairment of financial assets

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

Derecognition of financial assets

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

Classification of financial liabilities

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

MCPHERSON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 20 -
Basic financial liabilities

Basic financial liabilities, including trade and other payables, 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.

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

Derecognition of financial liabilities

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

1.12
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.13
Taxation

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

Current tax

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

Deferred tax

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

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

1.14
Employee benefits

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

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

1.15
Retirement benefits

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

MCPHERSON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 21 -
1.16
Leases

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 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 d 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.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Useful life of tangible fixed assets

Estimates and assumptions which have a significant effect on amounts recognised in the financial statements are in relation to the useful life of tangible fixed assets. Estimates of an assets useful life are set on the basis of the directors’ cumulative industry experience and are revised where circumstances have changed. The accounting policies applied can be found in note 1.6 of the notes to the financial statements. Depreciation and impairment of £5,078,985 (2024 - £4,672,595) was charged in the period and the net book value of tangible fixed assets at the year end was £24,572,034 (2024 - £21,000,209).

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Haulage
53,271,667
52,691,993
Training services
363,479
371,893
Warehousing
274,252
284,781
53,909,398
53,348,667
MCPHERSON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
3
Turnover and other revenue
(Continued)
- 22 -
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
53,909,398
53,348,667
2025
2024
£
£
Other significant revenue
Interest income
268,404
307,137
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
4,902,380
4,592,841
Depreciation of tangible fixed assets held under finance leases
79,752
79,754
Impairment of owned tangible fixed assets
96,853
-
Profit on disposal of tangible fixed assets
(248,321)
(257,831)
Operating lease charges
459,106
217,823
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
7,585
6,250
Audit of the financial statements of the company's subsidiaries
26,250
23,730
33,835
29,980
For other services
Taxation compliance services
12,405
12,120
Services relating to corporate finance transactions
-
10,000
All other non-audit services
9,500
12,734
21,905
34,854
MCPHERSON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 23 -
6
Employees

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

Group
2025
2024
Number
Number
Distribution staff
421
431
Administrative staff
36
37
Total
457
468

Their aggregate remuneration comprised:

Group
2025
2024
£
£
Wages and salaries
20,285,032
20,566,020
Social security costs
2,342,750
2,208,116
Pension costs
707,780
550,182
23,335,562
23,324,318

The parent company had no employees contracted for employment and therefore incurred no staff costs.

7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
132,383
151,661
Company pension contributions to defined contribution schemes
120,000
10,000
252,383
161,661
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 1).
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
50,369
n/a
Company pension contributions to defined contribution schemes
60,000
n/a
MCPHERSON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 24 -
8
Interest receivable and similar income
2025
2024
£
£
Interest on bank deposits
268,003
307,137
Other interest income
401
-
Total income
268,404
307,137
9
Interest payable and similar expenses
2025
2024
£
£
Interest on finance leases and hire purchase contracts
15,155
23,965
10
Taxation
2025
2024
£
£
Current tax
Adjustments in respect of prior periods
(453)
-
0
Deferred tax
Origination and reversal of timing differences
1,247,265
931,969
Adjustment in respect of prior periods
-
0
(708)
Total deferred tax
1,247,265
931,261
Total tax charge
1,246,812
931,261

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:

2025
2024
£
£
Profit before taxation
4,815,169
4,014,744
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
1,203,792
1,003,686
Tax effect of expenses that are not deductible in determining taxable profit
18,589
19,390
Adjustments in respect of prior years
(453)
-
0
Deferred tax adjustments in respect of prior years
-
0
(708)
Fixed asset difference
24,354
323,948
Other tax adjustments
530
(415,055)
Taxation charge
1,246,812
931,261
MCPHERSON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
10
Taxation
(Continued)
- 25 -

Deferred tax has been calculated using the rate effective in the period it is expected to reverse.

11
Dividends
2025
2024
Interim paid
333,333
333,333
12
Tangible fixed assets
Group
Freehold land and buildings
Tenants improvements
Assets under construction
Plant and machinery
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 25 July 2024
5,371,925
117,836
-
0
1,841,636
55,688,045
63,019,442
Additions
-
0
-
0
126,960
4,567
8,520,189
8,651,716
Disposals
-
0
-
0
-
0
-
0
(3,805,684)
(3,805,684)
At 31 July 2025
5,371,925
117,836
126,960
1,846,203
60,402,550
67,865,474
Depreciation and impairment
At 25 July 2024
921,195
117,836
-
0
1,146,288
39,833,914
42,019,233
Depreciation charged in the year
136,433
-
0
-
0
256,951
4,588,748
4,982,132
Impairment losses
-
0
-
0
-
0
-
0
96,853
96,853
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
(3,804,778)
(3,804,778)
At 31 July 2025
1,057,628
117,836
-
0
1,403,239
40,714,737
43,293,440
Carrying amount
At 31 July 2025
4,314,297
-
0
126,960
442,964
19,687,813
24,572,034
At 25 July 2024
4,450,730
-
0
-
0
695,348
15,854,131
21,000,209
The company had no tangible fixed assets at 31 July 2025 or 25 July 2024.

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

Group
Company
2025
2024
2025
2024
£
£
£
£
Motor vehicles
264,184
352,246
-
0
-
0
MCPHERSON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
12
Tangible fixed assets
(Continued)
- 26 -

Included in freehold land and buildings is land at cost of £2,364,091 (2024 - £2,304,202) which is not depreciated.

13
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
47,301
47,301
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost
At 26 July 2024 and 31 July 2025
47,301
Carrying amount
At 31 July 2025
47,301
At 25 July 2024
47,301
14
Subsidiaries

Details of the company's subsidiaries at 31 July 2025 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
McPherson Limited
Scotland
Haulage business
Ordinary
100.00
McPherson Group Properties Limited
Scotland
Property rental
Ordinary
100.00

The registered office addresses for both subsidiaries above is 37 Albyn Place, Aberdeen, Aberdeen City, United Kingdom, AB10 1YN.

McPherson Group Properties Limited (Company n o. SC787449) has taken the exemption from the requirement to have their individual financial statements audited. This exemption is available under section 479A of the Companies Act 2006.

15
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Raw materials and consumables
395,176
311,184
-
-
Work in progress
56,728
135,268
-
-
451,904
446,452
-
-
MCPHERSON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 27 -
16
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
10,361,989
13,247,042
-
0
-
0
Corporation tax recoverable
-
0
406,423
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
4,500,000
4,493,283
Other debtors
872,554
462,094
-
0
-
0
Prepayments and accrued income
1,049,731
1,089,817
-
0
-
0
12,284,274
15,205,376
4,500,000
4,493,283
17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
19
144,000
144,000
-
0
-
0
Trade creditors
3,411,429
2,247,400
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
13,717
-
0
Other taxation and social security
1,252,708
1,475,803
-
-
0
Deferred income
21,677
23,859
-
0
-
0
Other creditors
2,725,242
3,620,899
3
2
Accruals and deferred income
2,068,072
2,191,972
28,739
9,495
9,623,128
9,703,933
42,459
9,497
18
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
19
11,950
155,950
-
0
-
0
19
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
155,980
173,250
-
0
-
0
In two to five years
12,089
168,127
-
0
-
0
168,069
341,377
-
-
Less: future finance charges
(12,119)
(41,427)
-
0
-
0
155,950
299,950
-
0
-
0
MCPHERSON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
19
Finance lease obligations
(Continued)
- 28 -

The obligations under finance lease contracts are secured over the assets which the agreement relates to.

Finance lease payments represent rentals payable by the group for certain items of motor vehicles. 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.

20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
3,663,741
2,453,153
Tax losses
(745,852)
(830,302)
Other timing differences
(157,537)
(109,764)
2,760,352
1,513,087
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 25 July 2024
1,513,087
-
Charge to statement of comprehensive income
1,247,265
-
Liability at 31 July 2025
2,760,352
-

Deferred tax has been calculated using the rate effective in the period it is expected to reverse.

21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
707,780
550,182

The group operates defined contribution pension schemes for all qualifying employees. The assets of the se scheme s are held separately from those of the group in independently administered fund s.

MCPHERSON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 29 -
22
Share capital
Group and company
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of £1 each
47,300
47,300

The company issued 1 Ordinary share of £1 at par value on incorporation.

On 30 November 2023, as part of a group reorganisation, the company issued 47,299 Ordinary shares of £1 at par value. This was issued as part of a share-for-share exchange with the company acquiring the entire share capital of McPherson Limited.

23
Profit and loss reserves

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

24
Merger reserve

The merger reserve was created as part of a group reorganisation and in application of the merger accounting basis of consolidation in presenting the results of the group.

25
Operating lease commitments
Lessee

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:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
83,795
37,678
-
-
Between two and five years
82,667
-
-
-
166,462
37,678
-
-
MCPHERSON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
25
Operating lease commitments
(Continued)
- 30 -
Lessor

The operating leases represent leases of freehold land and buildings to third parties. The leases are negotiated over terms of 1 to 5 years and rentals are fixed for 1 to 3 years. The lessees do not have an option to purchase the property at the expiry of the lease period.

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
43,493
35,589
-
-
Between two and five years
76,333
40,333
-
-
119,826
75,922
-
-
26
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2025
2024
2025
2024
£
£
£
£
Acquisition of tangible fixed assets
2,372,926
4,436,372
-
-
27
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2025
2024
£
£
Aggregate compensation
616,675
507,268
Transactions with related parties

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

Rental expense
2025
2024
£
£
Group
Key management personnel
56,786
37,000
MCPHERSON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
27
Related party transactions
(Continued)
- 31 -

No guarantees have been given or received.

The company has taken advantage of the exemption within FRS 102 Section 33 paragraph 33.1A from the requirement to disclose transactions with other wholly owned subsidiaries within the group and its parent

entity.

28
Directors' transactions

Dividends totalling £333,333 (2024 - £333,333) were paid in the year in respect of shares held by the company's directors.

29
Controlling party

The ultimate controlling party during the year is A D McPherson. Subsequent to the year end, the ultimate controlling parties are J A McPherson and S A McPherson.

30
Cash generated from group operations
2025
2024
£
£
Profit for the year after tax
3,568,357
3,083,483
Adjustments for:
Taxation charged
1,246,812
931,261
Finance costs
15,155
23,965
Investment income
(268,404)
(307,137)
Gain on disposal of tangible fixed assets
(248,321)
(257,831)
Depreciation and impairment of tangible fixed assets
5,078,985
4,672,595
Movements in working capital:
Increase in stocks
(5,452)
(97,226)
Decrease/(increase) in debtors
2,514,679
(973,657)
(Decrease)/increase in creditors
(78,623)
628,511
(Decrease)/increase in deferred income
(2,182)
10,505
Cash generated from operations
11,821,006
7,714,469
31
Analysis of changes in net funds - group
26 July 2024
Cash flows
31 July 2025
£
£
£
Cash at bank and in hand
9,645,922
3,601,309
13,247,231
Obligations under finance leases
(299,950)
144,000
(155,950)
9,345,972
3,745,309
13,091,281
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