The director presents the strategic report for the year ended 31 December 2025.
The group delivered a strong year of revenue growth, with turnover increasing to £32.9m (2024: £26.9m), representing growth of 22.0%.
This growth was driven by:
Continued strength in Isle of Man operations
Acquisition of trade and assets during the year of Graylaw Heysham Limited and Graylaw Warrington Limited
Expansion of the customer base and service volumes
Increased demand for freight and distribution services
Operating profitability reduced compared to the prior year with an increase in profit before tax:
Operating profit: £2.1m (2024: £2.1m)
Profit before tax: £4.2m (2024: £1.6m)
There was a one off non recurring transitional and hive up cost from the acquisitions of £0.6m and a fair value gain of £2.9m in relation to freehold land and buildings, therefore relatively the results would have been:
Operating profit: £2.7m (2024: £2.1m)
Profit before tax: £2.0m (2024: £1.6m)
Gross margin reduced from 18.4% to 17.6%, reflecting a more competitive market and rising operating costs.
Investment and growth
The group made significant investments during the year to support long-term growth, including:
£4.9m invested in vehicles and equipment
£8.4m invested in freehold land and buildings
Recognition of goodwill of £1.7m relating to the acquisitions
Expansion of fleet capacity to meet customer demand
Implementation of a new transport management system to enhance operational efficiency and strengthen the group's IT capability
In January 2026, the group moved into bespoke, state-of-the-art premises designed to support future growth and operational efficiency. Planning is also underway for the development of a new depot on the Isle of Man.
Both facilities have been designed with sustainability in mind, reflecting the group's commitment to responsible and efficient operations.
Financial position
The balance sheet strengthened during the year:
Net assets increased to £6.5m (2024: £3.8m)
Tangible fixed assets increased significantly following fleet and property investment
Borrowings and lease obligations increased in line with the investment strategy
Cash flow remains carefully managed and supported by structured funding facilities.
The key risks facing the group include:
Rising fuel, labour, and operating costs
Increased finance costs
Competitive pricing pressures within the sector
Operational dependency on fleet and driver availability
These risks are managed through:
Active cost control and pricing reviews
Strong operational management
Ongoing investment in fleet reliability
Diversification of the customer base
The group monitors a range of financial and operational key performance indicators to assess performance against strategic objectives and to support informed decision-making at board level.
Revenue and growth
The group delivered strong top-line growth during the year, with revenue increasing by 22.0% to £32.9m (2024: £26.9m). This growth reflects continued strength in Isle of Man operations, increased service volumes, expansion of the customer base, and the contribution from the acquisitions of Graylaw Heysham Limited and Graylaw Warrington Limited. The result demonstrates the success of the group’s growth strategy and its ability to scale operations in response to market demand.
Profitability
Reported operating profit for the group has been maintained at £2.1m (2024: £2.1m), with profit before tax increasing to £4.2m (2024: £1.6m). Group operating profit is stated after a £0.6m non-recurring transitional and hive-up costs arising from the acquisitions completed during the year. The increase in profit before tax is primarily attributable to the fair value gain of £2.9m in relation to freehold land and buildings.
After adjusting for these non-recurring items, underlying performance shows continued improvement, with adjusted operating profit increasing to £2.7m (2024: £2.1m) and adjusted profit before tax rising to £2.0m (2024: £1.8m). These adjusted results demonstrate the underlying strength of the group and the positive contribution from recent investments.
Margins
Gross margin reduced slightly to 17.6% (2024: 18.4%), reflecting a more competitive pricing environment and inflationary pressures across fuel, labour, and general operating costs. Operating and pre-tax margins were also impacted by both the competitive environment and the temporary effects of acquisition-related costs. The group continues to focus on margin recovery through improved efficiency, pricing discipline, and the integration of newly acquired operations.
Balance sheet strength
The group’s financial position strengthened over the year, with net assets increasing to £6.5m (2024: £3.8m), representing solid retained earnings growth and improved balance sheet resilience. This strengthening reflects continued profitability and disciplined financial management despite a period of significant investment and acquisition activity.
Investment and asset base
The group invested £4.9m in vehicles and equipment as well as £8.4m in freehold land and buildings during the year, significantly expanding fleet capacity and operational capability. This investment is expected to support future revenue growth and improve service delivery efficiency. As a result, tangible fixed assets increased materially, reinforcing the group’s long-term operational platform.
Borrowings and lease obligations increased in line with the investment strategy, reflecting a structured and controlled approach to funding growth. The group continues to manage cash flow carefully, supported by appropriate financing facilities.
Productivity and workforce
The average workforce increased to 212 employees (2024: 139), reflecting business expansion and the integration of acquired operations. This growth has enhanced operational capacity. Management remains focused on improving productivity through training, retention initiatives, and operational efficiencies. With the aim of becoming a workplace of choice and a leading employer within the sector and local area.
The director remains committed to:
Providing a safe and compliant working environment
Investing in skills and development
Supporting employee wellbeing and long-term retention
Overall performance assessment
Adjusted KPI performance indicates that the underlying group remains strong, with improved profitability and continued revenue growth. The temporary reduction in reported margins and returns is largely attributable to acquisition-related costs and the transitional phase of integration and investment.
The group enters the next financial year with a strengthened balance sheet, an expanded operational base, and significant investment in infrastructure and systems. Focus will now shift towards margin improvement, efficiency gains, and maximising the return on recent investments while maintaining strong revenue growth momentum.
The group enters 2026 with strong revenue momentum and an expanded operational platform.
Key priorities include:
Improving margins following the investment phase
Maximising return on new assets
Delivering the Isle of Man depot development
Continuing to enhance systems and operational efficiency
Strengthening cost control and performance
Building long-term customer relationships
The director remains confident in the group’s long-term prospects and ability to deliver sustainable growth.
On behalf of the board
The director presents her annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 10.
Ordinary dividends were paid amounting to £303,197. The director does not recommend payment of a final dividend.
The director who held office during the year and up to the date of signature of the financial statements was as follows:
The group is focused on continued growth and strengthening its operational infrastructure. In January 2026, the group moved into bespoke, purpose-built premises designed to support increased capacity and efficiency. The group also plans to develop a new depot on the Isle of Man to further enhance its core service offering. Both developments have been designed with sustainability in mind, supporting the company’s commitment to environmentally responsible operations. The group will also continue to invest in its fleet, systems, and people to drive efficiency, improve service levels, and support long-term growth.
The auditor, Sumer Auditco Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of GLFA Co Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 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 director with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the director's report have been prepared in accordance with applicable legal requirements.
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 identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussions with the directors (as required by auditing standards) and discussed with the directors the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation and taxation legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: laws related to employment, health & safety and data protection.
Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and inspection of regulatory and legal correspondence, if any. Through these procedures we did not become aware of any actual or suspected non-compliance.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
We design procedures in line with our responsibilities, outlined below to detect material misstatement due to fraud:
Matters are discussed amongst the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud
Identifying and assessing the design and effectiveness of controls that management have in place to prevent and detect fraud
Detecting and responding to the risks of fraud following discussions with management and enquiring as to whether management have knowledge of any actual, suspected or alleged fraud;
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £310,344 (2024 - £214,807 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
GLFA Co Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Graylaw Freight Terminal, Gillibrands Road, Skelmersdale, Merseyside, WN8 9TA.
The group consists of GLFA Co Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold land and buildings at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company GLFA Co Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, based on the continued financial support by fellow group companies.
Included within creditors of the company: amounts falling due within one year, are liabilities due to group companies of £7,074,723 (2024: £6,411,271) which although technically due on demand will not be sought for repayment unless cash flow permits.
Financial support also extends to on-going working capital funding as required to ensure the group has adequate financial funds available to settle external costs and liabilities as they fall due for payment. This financial support has been confirmed for a period of at least 12 months from the signature of the accounts, supported by the preparation of financial forecasts and budgets set for 2026 and 2027.
Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
Haulage and freight
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.
Typically, the point income is recognised is upon delivery or completion of goods and services.
Storage and rental
Turnover represents gross rents receivable under operating leases from investment properties, and is recognised on a straight line basis over the lease term. Where rent free periods or similar incentives are granted to tenants, these are amortised over the term of the lease.
Management charges
Turnover is recognised at the fair value of the consideration received or receivable for management services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
Turnover represents management charge income for services received, recognised straight line over the period of service.
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 and loss account.
Buildings relates to structures which the company has constructed on leased land. They are deprecated to write off the cost, less estimated residual value, on a straight line basis over the remaining term of the lease.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
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.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the 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 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.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss 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 profit or loss 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 leased asset are consumed.
In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The useful economic life of tangible fixed assets has to be estimated by the directors of the company to ensure an appropriate depreciation charge is recognised in the year. The value of the assets ultimately depends on the condition of the assets and whether economic income can be derived from the asset. The directors undertake a periodic review of the assets to ensure the value of the assets is fairly stated within the financial statements.
During the year, depreciation of £1,298,571 (2024: £854,593) has been charged.
Refer to note 14 for the carrying values of tangible fixed assets impacted by this key accounting estimate.
Provisions against trade debtors are recognised when a loss is considered probable.
Trade debtors are stated net of the allowance for the impairment of bad and doubtful debts. Debtor balances are provided against based on the date the invoice is raised based on historic experience and if any circumstances highlight potential non-recovery.
At the year-end, the directors have included a bad debt provision of £538,385 (2024: £4,657).
Refer to note 20 for the carrying values of trade debtors impacted by this key accounting estimate.
The key source of estimation uncertainty in the process of applying the group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements is the valuation of the freehold land and buildings. The investment properties are valued by a Chartered Surveyor. Freehold land and buildings are measured at each year end at their open market value, and resulting gains and losses are recorded directly in the profit and loss account, taking account of input from suitably qualified professional advisers. See further details per note 14.
Investments in subsidiary undertakings are stated at cost less any provision for impairment. The directors have assessed the recoverability of investments made and economic benefit of investments based on market conditions, economic forecasts and cash flow estimates.
Annual impairment reviews are undertaken by the board considering both the net assets of the subsidiaries, current and future profitability linked to the EBITDA multiple established on acquisition. Impairment indicators may include a reduction in turnover or profitability.
During the year no impairments have been recognised (2024: £Nil),
Refer to note 16 for the investments in subsidiaries impacted by this key accounting estimate.
A balance of £1,363,452 held in other creditors has been reclassified from creditors: amounts falling due after more than one year to creditors: amounts falling due within one year. This prior year adjustment is to re-present the liability on the basis that there is no formal agreement to justify the previous presentation as payable greater than one year, and instead recognise the liability as due on demand. This is irrespective of the fact that the shareholder loan account is not to be sought for repayment unless cash flow permits. This has no effect on the profit and loss and only affects the balance sheet.
Exceptional costs incurred relate to a bad debt write off due from a related party.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).
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:
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
A professional property valuation was undertaken by Colliers International Property Consultants Limited on 13 February 2026 for banking purposes. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties. The director is of the opinion that this represents fair value of the investment property at 31 December 2025.
The fair value at 31 December 2025 is represented by:
£
Cost 11,576,566
Valuation in 2021 399,958
Valuation in 2022 248,937
Valuation on 2025 2,869,064
15,094,525
The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:
At 31 December 2024 the fair value of investment property is based on the valuation report produced for National Westminster Bank plc by Colliers International Property Consultants Limited in June 2023.
The report valued the property in its entirety and the total value has been split between freehold property and investment property on consolidation in the group's financial statements.
The cost of the investment property was £2,937,000.
Details of the company's subsidiaries at 31 December 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
The company has provided parent company guarantees under scction 479A of Companics Act 2006. These guarantees have been provided to Graylaw Properties Holdings Limited (company number 11989046) and Graylaw Properties Limited (company number 11988549) for the year ended 31 December 2025 and 31 December 2024. On this basis, the individual accounts of those companies for the period are exempt from audit.
Bank loans are secured against all property by way of fixed and floating charges in favour of National Westminster Bank PLC.
Obligations under finance leases are secured against the asset to which they relate.
Other creditors includes £2,937,224 (2024: £1,939,232) in respect of an invoice discounting facility, which is secured by way of a debenture over the group's assets, in favour of RBS Invoice Finance Limited.
Bank loans are secured against all property by way of fixed and floating charges in favour of National Westminster Bank PLC.
Obligations under finance leases are secured against the assets to which they relate.
A loan facility of £5,500,000 bearing interest at 2.75% per annum above the Bank of England base rate and repayment by monthly instalments of £44,035.83 with final repayment due 252 months after initial drawdown.
A refinancing loan facility of £2,887,038 bearing interest at 2.75% per annum above the Bank of England base rate and repayable by monthly instalments of £21,582 with final repayment due 270 months after initial drawdown.
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax liability set out above predominately relates to accelerated capital allowances that are expected to mature over the associated fixed assets useful economic life and future tax payable on expected property revaluation gains arising on fair value professional valuations obtained. Pension contributions will attract tax relief in the year paid.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
At the balance sheet date, contributions due to the schemes in the current reporting period were £40,504 (2024: £10,966).
All shares rank pari passu.
On 30 April 2025 the group acquired 100% percent of the issued capital of Bibby Commercials Limited.
Goodwill is amortised over 15 years as the directors' believe this accurately reflects its useful life.
Deferred consideration is due in equal monthly instalments commencing 30 May 2025 an ending 30 October 2026.
On 1 October 2025 the company acquired the trade and assets of Graylaw Heysham Limited for total consideration of £211,215. Satisfied by settlement of debt. No goodwill was recognised on acquisition.
On 1 December 2025 the company acquired the trade and assets of Graylaw Warrington Limited for total consideration of £1,449,801. Satisfied by deferred consideration of £741,801 and settlement of debt £708,000. Goodwill of £1,053,094 was recognised on acquisition.
On 3 December 2025 the group disposed of its 100% holding in Bibby Commercials Limited. Included in these financial statements are losses of £135,347 arising from the company's interests in Bibby Commercials Limited up to the date of its disposal.
The companies within the group have entered into a cross guarantee covering the borrowings of one of the group companies in favour of National Westminster Bank Plc . At the balance sheet date, the potential added liability for the companies under this cross guarantee is £8,431,113 (2024: £3,130,000).
In addition to this, one of the companies has entered into a cross guarantee covering the borrowings of a related party in favour of National Westminster Bank Plc . At the balance sheet date, the potential added liability for the company under this cross guarantee is £2,000,000 (2024: £Nil).
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:
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
During the year sales of £25,750 (2024: £Nil) purchases of £7,766 (2024: £6,921) have been made to / from related companies, based on common control.
Management charges of £27,358 (2024: £68.000) were made to associated companies during the year. At the year-end, the group was owed £951,028 (2024: £981,000) in respect of loans made to associated companies.
Other debtors includes £951,028 (2024: £981,000) owed from companies which have common ultimate shareholdings.
Related party balances (unless otherwise stated) are unsecured, interest free and repayable on demand.
The shareholders provided loans to the group of £2,088,402 and these are included within other creditors at the period-end. Interest of £110,575 (2024: £74,318) was charged on these loans in the period.
Dividends totalling £303,197 (2024 - £247,579) were paid in the year in respect of shares held by the company's directors.