REGISTERED NUMBER: SC413543 (Scotland)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 August 2025

for

James Cowie Group Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

18

DIRECTORS:

M Carney

A Gilmurray

SECRETARY:

A Gilmurray

REGISTERED OFFICE:

Whistleberry Industrial Estate

Hamilton

Lanarkshire

ML3 0ED

REGISTERED NUMBER:

SC413543 (Scotland)

AUDITORS:

O'Haras Accountants Limited (Statutory Auditor)

Radleigh House

1 Golf Road

Clarkston

Glasgow

G76 7HU

Introduction

The directors present their strategic report together with the audited financial statements for the year ended 31 August 2025.

Business review

The directors of the James Cowie Group are satisfied that the group's results for the year ended 31 August 2025 are in line with profit and liquidity expectations. The Group noted a challenging market, labour shortages and increased wage costs.

Turnover for the year ended 31 August 2025 was £7.4m (2024: £7.7m) representing a 3% decrease from last year. Gross profit margin reduced from 39% to 34% and the overall result after tax was a profit of £867k (2024: £1.2m)

Principal risks and uncertainties

The directors of the James Cowie Group are satisfied with the performance of the company and managed to adapt to the effects of hard Brexit which continues to cause a significant increase in materials, labour shortages and increased wage costs.

Principal risks and uncertainties in the groups market are:

Workforce

The company views its workforce as an integral part of its success. Whether that is from the local community or further afield the company is reliant on skills and commitment from its workforce.

Costs

Increasing energy prices are managed by using fixed term contracts where possible, this is also spread across the board with all the supply chain, keeping all costs at a manageable level. Health and Safety/environmental costs also continue to play a large part in our industry as we need to maintain high standards at all times.

Credit risk

Credit risk is mitigated through credit checks and the directors monitoring any potential bad debt.

Financial key performance indicators

The group's principal financial and performance indicators during the year were as follows:

2025

2024

Turnover

7,465,407

7,707,449

Gross profit

2,508.969

3,008,350

Gross profit margin

34%

39%

Net profit before tax

1,162,371

1,603,291

Net profit before tax margin

16%

21%

The directors are satisfied with the performance of the business in the previous twelve months.

Future developments

The group will continue invest in capital where appropriate to improve efficiency and quality of output. Efforts will be made to develop new markets and to maintain good relationships with our existing business partners to ensure repeat business is secured.

ON BEHALF OF THE BOARD:

M Carney - Director

26 May 2026

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of sale of metalwork.

DIVIDENDS

No dividends will be distributed for the year ended 31 August 2025.

DIRECTORS

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

M Carney

A Gilmurray

DONATIONS AND EXPENDITURE

Charitable donations of £11,200 were made in the year to 31 August 2025.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, O'Haras Accountants Limited (Statutory Auditor), will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M Carney - Director

26 May 2026

Opinion

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

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

-We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates. We made enquiries of management as to whether there were any known or suspected instances of non-compliance with laws and regulations or fraud, and reviewed available board minutes for any indication of such matters.

-We gained an understanding of management's internal controls designed to prevent and detect irregularities in their day-to-day operations.

-We considered laws and regulations which could give rise to a material misstatement in the financial statements, including but not limited to, the Companies Act 2006. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement components. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of relevant third parties.

-We considered how fraud might occur in this company and designed our tests accordingly.

-As in all audits, we also addressed the risk of management override of internal controls, including reviewing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org/auditorsresponsibilities. This description forms part of our report to the auditors.

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

Use of our report

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

John O'Hara CA (Senior Statutory Auditor)

for and on behalf of O'Haras Accountants Limited (Statutory Auditor)

Radleigh House

1 Golf Road

Clarkston

Glasgow

G76 7HU

26 May 2026

TURNOVER

7,465,407

7,707,449

Cost of sales

4,956,438

4,699,099

GROSS PROFIT

2,508,969

3,008,350

Distribution costs

222,064

230,697

Administrative expenses

1,346,630

1,308,883

1,568,694

1,539,580

940,275

1,468,770

Other operating income

22,864

-

OPERATING PROFIT

3

963,139

1,468,770

Interest receivable and similar income

175,953

167,533

1,139,092

1,636,303

Interest payable and similar expenses

4

40,178

33,011

PROFIT BEFORE TAXATION

1,098,914

1,603,292

Tax on profit

5

294,822

416,760

PROFIT FOR THE FINANCIAL YEAR

804,092

1,186,532

Profit attributable to:

Owners of the parent

804,092

1,186,532

PROFIT FOR THE YEAR

804,092

1,186,532

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

804,092

1,186,532

Total comprehensive income attributable to:

Owners of the parent

804,092

1,186,532

FIXED ASSETS

Tangible assets

7

1,453,939

1,553,450

Investments

8

-

-

Investment property

9

-

-

1,453,939

1,553,450

CURRENT ASSETS

Stocks

10

527,160

549,821

Debtors

11

1,232,107

1,240,763

Cash at bank

5,516,993

5,219,149

7,276,260

7,009,733

CREDITORS

Amounts falling due within one year

12

2,422,603

2,946,565

NET CURRENT ASSETS

4,853,657

4,063,168

TOTAL ASSETS LESS CURRENT LIABILITIES

6,307,596

5,616,618

CREDITORS

Amounts falling due after more than one year

13

(471,998

)

(582,239

)

PROVISIONS FOR LIABILITIES

17

(53,924

)

(56,797

)

NET ASSETS

5,781,674

4,977,582

CAPITAL AND RESERVES

Called up share capital

18

31,827

31,827

Share premium

19

2,500

2,500

Capital redemption reserve

19

69,423

69,423

Retained earnings

19

5,677,924

4,873,832

SHAREHOLDERS' FUNDS

5,781,674

4,977,582

The financial statements were approved by the Board of Directors and authorised for issue on 26 May 2026 and were signed on its behalf by:

M Carney - Director

FIXED ASSETS

Tangible assets

7

8,750

8,750

Investments

8

101,001

101,001

Investment property

9

1,881,830

1,881,830

1,991,581

1,991,581

CURRENT ASSETS

Debtors

11

-

5,761

Cash at bank

2,838,619

2,481,767

2,838,619

2,487,528

CREDITORS

Amounts falling due within one year

12

535,606

948,354

NET CURRENT ASSETS

2,303,013

1,539,174

TOTAL ASSETS LESS CURRENT LIABILITIES

4,294,594

3,530,755

CREDITORS

Amounts falling due after more than one year

13

(409,418

)

(474,814

)

PROVISIONS FOR LIABILITIES

17

(47,112

)

(47,112

)

NET ASSETS

3,838,064

3,008,829

CAPITAL AND RESERVES

Called up share capital

18

31,827

31,827

Capital redemption reserve

19

68,173

68,173

Retained earnings

19

3,738,064

2,908,829

SHAREHOLDERS' FUNDS

3,838,064

3,008,829

Company's profit for the financial year

829,235

831,833

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 26 May 2026 and were signed on its behalf by:

M Carney - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 September 2023

31,828

3,687,300

2,500

69,423

3,791,051

Changes in equity

Issue of share capital

(1

)

-

-

-

(1

)

Total comprehensive income

-

1,186,532

-

-

1,186,532

Balance at 31 August 2024

31,827

4,873,832

2,500

69,423

4,977,582

Changes in equity

Total comprehensive income

-

804,092

-

-

804,092

Balance at 31 August 2025

31,827

5,677,924

2,500

69,423

5,781,674

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 September 2023

31,827

2,076,996

68,173

2,176,996

Changes in equity

Total comprehensive income

-

831,833

-

831,833

Balance at 31 August 2024

31,827

2,908,829

68,173

3,008,829

Changes in equity

Total comprehensive income

-

829,235

-

829,235

Balance at 31 August 2025

31,827

3,738,064

68,173

3,838,064

Cash flows from operating activities

Cash generated from operations

1

881,494

418,611

Interest paid

(27,221

)

(19,171

)

Interest element of hire purchase payments paid

(12,957

)

(13,840

)

Tax paid

(421,954

)

(277,838

)

Net cash from operating activities

419,362

107,762

Cash flows from investing activities

Purchase of tangible fixed assets

(43,148

)

(240,755

)

Purchase of investment property

-

214,410

Sale of tangible fixed assets

3,850

-

Interest received

175,953

167,533

Dividends received

700,000

700,000

Net cash from investing activities

836,655

841,188

Cash flows from financing activities

Loan repayments in year

61,152

61,152

Hire purchase repayments

84,034

51,280

Capital repayments in year

(51,280

)

(54,063

)

Amount introduced by directors

-

103,862

Amount withdrawn by directors

(352,079

)

(123,076

)

Share issue

-

(1

)

Equity dividends paid

(700,000

)

(500,000

)

Net cash from financing activities

(958,173

)

(460,846

)

Increase in cash and cash equivalents

297,844

488,104

Cash and cash equivalents at beginning of year

2

5,219,149

4,731,045

Cash and cash equivalents at end of year

2

5,516,993

5,219,149

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

1,098,914

1,603,292

Depreciation charges

140,793

245,729

Profit on disposal of fixed assets

(1,980

)

-

Government grants

(22,614

)

-

Finance costs

40,178

33,011

Finance income

(175,953

)

(167,533

)

1,079,338

1,714,499

Decrease in stocks

22,661

687,859

Increase in trade and other debtors

(179,312

)

(350,881

)

Decrease in trade and other creditors

(41,193

)

(1,632,866

)

Cash generated from operations

881,494

418,611

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 August 2025

31.8.25

1.9.24

£

£

Cash and cash equivalents

5,516,993

5,219,149

Year ended 31 August 2024

31.8.24

1.9.23

£

£

Cash and cash equivalents

5,219,149

4,731,045

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.9.24

Cash flow

At 31.8.25

£

£

£

Net cash

Cash at bank

5,219,149

297,844

5,516,993

5,219,149

297,844

5,516,993

Debt

Finance leases

(158,269

)

51,280

(106,989

)

Debts falling due within 1 year

(61,152

)

-

(61,152

)

Debts falling due after 1 year

(474,814

)

65,396

(409,418

)

(694,235

)

116,676

(577,559

)

Total

4,524,914

414,520

4,939,434

1.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acuired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 1 September 2014.

Going concern

The directors are satisfied that the Company will have access to sufficient funds to ensure that all liabilities will be met as they fall due over a period of at least 12 months from the approval date of these financial statements. Consequently, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods-

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

-the group has transferred the significant risks and rewards of ownership to the buyer.

-the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold.

-the amount of revenue can be measured reliably.

-it is probable that the group will receive the consideration due under the transaction.

-the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services-

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

-the amount of revenue can be measured reliably.

-it is probable that the group will receive the consideration due under the contract.

-the stage of completion of the contract at the end of the reporting period can be measured reliably.

-the costs incurred and the costs to complete the contract can be measured reliably.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight line method and on a reducing balance basis.

The assets residual values, useful lives and depreciation methods are reviewed and adjusted if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Investment property

Investment property is carried at fair value determined annually by a director of the company and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the statement of comprehensive income.

Inventories

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.