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REGISTERED NUMBER: 04395583 (England and Wales)















Sinclair Motor Holdings Limited

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements for the Year Ended 31st December 2024






Sinclair Motor Holdings Limited (Registered number: 04395583)






Contents of the Consolidated Financial Statements
for the Year Ended 31st December 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 6

Report of the Independent Auditors 9

Consolidated Income Statement 11

Consolidated Other Comprehensive Income 12

Consolidated Balance Sheet 13

Company Balance Sheet 14

Consolidated Statement of Changes in Equity 15

Company Statement of Changes in Equity 16

Consolidated Cash Flow Statement 17

Notes to the Consolidated Cash Flow Statement 18

Notes to the Consolidated Financial Statements 19


Sinclair Motor Holdings Limited

Company Information
for the Year Ended 31st December 2024







Directors: Mr G S Sinclair
Mr A J Sinclair



Registered office: Sinclair Group
Old Field Road
Bocam Park
Pencoed
CF35 5LJ



Registered number: 04395583 (England and Wales)



Auditors: Haines Watts Wales LLP, Statutory Auditors
7 Neptune Court
Vanguard Way
Cardiff
CF24 5PJ



Bankers: Barclays Bank PLC
PO Box 10
Windsor Court
Cardiff
CF1 3WP



Solicitors: Acuity Legal
3 Assembly Square
Britannia Quay
Cardiff Bay
Cardiff
CF10 4PL

Sinclair Motor Holdings Limited (Registered number: 04395583)

Group Strategic Report
for the Year Ended 31st December 2024

The directors present their strategic report of the company and the group for the year ended 31st December 2024.

Sinclair Motor Holdings Limited operates its core functions of retailing new cars, used cars, commercial vehicles, servicing (including repairs), bodyshop repairs, parts sales and fuel sales.

Review of business
31/12/2024 31/12/2023 31/12/2022 31/12/2021
Turnover £674,140,351 £637,850,910 £559,515,180 £544,378,686
Profit before tax £4,380,641 £8,476,308 £12,657,423 £12,626,360
Total equity £66,710,164 £63,535,357 £57,452,587 £47,712,555

2024 represented a year of ongoing performance challenges for ourselves and the motor industry across the UK. The industry issues, such as the used car realignment at the end of 2023, and the UK Government's ZEV mandate pressure to achieve electric sales volumes in 2024, combined to have impacts on new and used car volumes and profits throughout 2024. In addition to this, the wider economic challenges and uncertainty of both UK and US general elections, continually higher interest rates, high inflation and a new UK budget that placed increased costs and strain on UK businesses, all contributed to lower customer confidence and lower consumer spend.

The unavoidable result of these issues was a year where customers were increasingly uncertain, and all our businesses experienced a reduction in consumer visits, sales and ultimately profitability. Nevertheless, the focus and commitment of our teams, drove us to a result significantly ahead of many within the industry. Whilst our group profit result was somewhat down on the previous two years, it remained ahead of our pre-covid profit levels, a result that as a board we are still extremely proud of. Whilst many in the industry have seen 2024 represent a loss-making year, to maintain the profit levels that we achieved is a very commendable result.

Our new car departments continued to drive volumes forward following difficult supply issues of the previous years. For most of our brands 2024 resulted in higher volumes than the previous year. However, due to the difficulty in pushing electric retail volumes, and the need to help our customers financially change their cars, our profit per units were somewhat behind last year. This therefore had a mixed result of a positive in the volumes of customers purchasing new cars from us was considerably up on the previous years, however we were not able to maintain our usual chassis profits so we did not financially benefit from this increase in volumes. Whilst we would have liked to see the volume drive increase profits, the fact that we grew our new cars sales volumes and customers within our database, has real positive impacts for the future years ahead. Overall, the group's 2024 new car performance was very encouraging. Our aim is always to try and grow our market share by increasing our new car sales volumes, and 2024 saw a strong volume growth at a group level.

Our group used car performance was again a mixed result. Our used car sales volumes as a group were reasonably flat versus the previous year. Following many years of reduced manufacturer new car supply, the availability of retail used stock continues to be a challenge. Our used car teams find it difficult to hold the required levels of used car stock, which has an impact in our overall used car volumes.

In addition, the market realignment of used car values had a significant impact on the profitability of our used car departments during the first half of 2024. The severity of this meant that whilst the second half year returned to an on-budget profit result, we were not able to pull back the first half year deficit. As a board we are very pleased at how our sites managed their stock position throughout the year, however we were never likely to financially recover the first half year. What is reassuring is the health of our used car stock across the group and the prospects we now have for a strong used car performance across all our brands.

The Group's service and parts departments had another very strong year during 2024. At a group level both departments resulted in an increase in turnover and profitability. We have always seen these departments as the foundations of our business, so to return growth here is very encouraging. Our experienced after sales teams, with a genuine focus on true customer care, have greatly helped in the performance of these two key areas for our group.
Whilst the financial result of 2024 was down on the previous years, there are many reasons to be very proud of our performance. In a very difficult trading environment, we were able to increase our overall turnover across the entire group. Whilst, due to the difficult micro and macro factors, we were unable to maintain our profit levels, to increase our overall customer sales volumes and visits across all departments was a fantastic achievement. The UK motor industry experienced a very difficult year during 2024, but our passionate staff help navigate through it and achieve results way ahead of the market.

As a board we are extremely confident that 2025 will result in a return to increased profitability. Our new car volumes will continue to grow, with an increase in profit per unit as manufacturers increase the support on electric cars to help consumers commit to purchase. Also, our used car stock is in a much better position entering 2025 which will have a dramatic result in increasing overall sales profitability. In addition, the consistency of our service and parts performance will underpin our 2025 profit results. Overall, whilst 2024 was a very testing year for the industry, we have come out of it in a very strong position and will see the benefit of this in the months ahead.


Sinclair Motor Holdings Limited (Registered number: 04395583)

Group Strategic Report
for the Year Ended 31st December 2024

Principal risks and uncertainties
Franchise Agreement Risk:
Our primary activity is the sale of motor vehicles through the franchise agreement with the vehicle manufacturers. There is a risk that the franchise could be discontinued with any of them with due notice. This would result in a loss of business for the group, which could have a substantial impact for some of the larger brands. We have worked with many of the manufacturers for decades and built good relationships so much so that we are their preferred partner in many instances. In additions, the Sinclair Group works with twelve manufacturers so that we are not overly reliant on any one supplier.

Agency Model Risk:
The German manufacturers are transitioning to an agency model for selling new vehicles. This means that we received a commission percentage for each unit sold and support for certain expenses. Previously we would be responsible for the management of stock i.e. purchasing, holding and funding.

There is a risk in the first instance of rolling out the change, while the terms and conditions are worked out for a fair split of risk and reward for both parties. From our experience with Mercedes Benz, we have seen that only fully integrated there is no detriment to profits. The other manufacturers are exploring the agency model so the risk remains for those brands.

To mitigate this risk, we are focusing on areas of the business under our direct control: used cards and after sales: servicing and parts.

Electrical Vehicles:
The transition for Internal Combustion Engine (ICE) to Electric Vehicles (EV) is a major change in our industry. There is a drive to supply electric and hybrid vehicles to meet manufacturer targets. As a business we need to ensure that we are ready for the new business model.

We work closely with the manufacturers in understanding the new technology so that sales people can be of use to customers interested in the EV journey. In additions, we ensure that our workshops are EV ready with fully certified technicians and capabilities for battery and parts. We have invested heavily in EV Charging facilities at our sites as part of our sustainability journey.

We expect that there will be fewer components involved in the servicing of the EVs but the margins on the services are expected to be higher. We are looking at other income streams such as offering customers a paid for valeting service or a café type coffee and pastry offering.

Supply chain risk:
There have been issues in receiving vehicles and delays in parts supply from the manufacturers which has an impact on reaching the group targets. For vehicle delays, the risk has been mitigated by an increase in margins on used vehicles. For the parts delays we have managed this as well as we can but we are protected by the diversification of brands. Our manufacturers bear the biggest challenge with meeting their supply needs and so are committed to finding alternative sources to protect themselves.

Retention of Skilled Technicians:
There is a shortage of skilled technicians in our market area. We are losing trained technicians to other industries such as the railways. We are offering changed work patterns such as 4 condensed days to make a more attractive offering for these crucial employees. There are other incentives offered for example employee car schemes to ensure that we retain our skilled labour.

Climate Legislation Risk
The effects of climate change and associated future legislation may potentially have an impact on our business model. As detailed in the report of the directors under our streamlined energy and carbon report, the business is investing in the future and finding ways to embrace the changes and change the way in which we work to meet current guidelines and help future proof our business Model.


Sinclair Motor Holdings Limited (Registered number: 04395583)

Group Strategic Report
for the Year Ended 31st December 2024

Section 172(1) statement
Statement by the directors in performance of their statutory duties in accordance with s172(1) Companies Act 2006.

The board of Directors of Sinclair Motor Holdings Limited consider that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as whole (having regard to the stakeholders and matters set out in s172(1)(a)-(f) of the Act) in the decisions taken during for the Year Ended 31 December 2024.

The Sinclair group was started by Bill Sinclair in 1945 and the company continues to be controlled and run by the Sinclair family. We're proud of the ways in which the company has provided employment, training and financial reward for its owners and employees for over 70 years. We are the largest and most successful motor group in Wales, representing some of the most prestigious automotive brands. In a highly competitive market, we aim to stand out from our competitors by virtue of quality, reliability and the great customer care that our reputation is built upon.

We make strategic decisions based on long-term objectives. In particular, this has meant significant investment in premises and people in the business. This investment is to continue in the future to provide customers with state-of-the- art facilities and the very finest expertise. We acknowledge that, in order to progress to the next phase in the company's future, it is likely that we will continue to expand our existing businesses and add to the prestige brand portfolio that we have. We continue to explore possibilities along these lines. Our aim continues to be to maximise the company's ability to grow profits to fund continued investment for the future of the business and job security for the employees.

Our Employees
We rely on the hard work, commitment and enthusiasm of our staff which is fundamental to the delivery of our plan. We aim to be a responsible employer in our approach to the pay and benefits our team members receive. We provide comprehensive training and career development support. The health, safety and well-being of our employees is one of our primary considerations in the way we do business.

The group is to continue investing in training all staff for the purpose of meeting its long term goal of growth through the provision of excellent customer service.

Our suppliers and customers
We meet with our manufacturing partners regularly throughout the year and take the appropriate action to prevent involvement in modern slavery, corruption, bribery and breaches of competition law. Our business model prioritises quality and customer satisfaction. We have built and will maintain a reputation for transparency and fair dealing with customers and suppliers.

Our Community and the Environment
We are a family-run company with roots in South Wales and have invested in our community through our charity donation scheme. From sponsoring sports kit of local childrens' clubs, to having employees play and arrange charitable football matches. Our plan takes into account the impact of the Group's operations on the community and environment and our wider social responsibilities, and in particular how we comply with environmental legislation and pursue waste-saving opportunities and react promptly to local community concerns.

Business conduct and Corporate Governance
As the Board of Directors, our intention is to behave responsibly and ensure that the management operate the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours and in doing so, will contribute to the delivery of our plan. The intention is to nurture our reputation, through both the construction and delivery of our plan, that reflects our responsible behaviour. As the Board of Directors, our intention is to behave responsibly towards our shareholders and treat them fairly and equally, so they too may benefit from the successful delivery of our plan.

Employment of disabled persons
It is the policy that disabled persons shall be considered for employment, career development and promotion on the
basis of their aptitude and abilities in common with all employees.


Sinclair Motor Holdings Limited (Registered number: 04395583)

Group Strategic Report
for the Year Ended 31st December 2024

Employee involvement
The Directors recognise the importance of good communications and relations with employees and management is
encouraged to adopt employee consultations.

On behalf of the board:




Mr A J Sinclair - Director


10th April 2025

Sinclair Motor Holdings Limited (Registered number: 04395583)

Report of the Directors
for the Year Ended 31st December 2024

The directors present their report with the financial statements of the company and the group for the year ended 31st December 2024.

Principal activity
The principal activity of the group in the year under review was that of retailing of motor vehicles and related activities in the motor trade.

Dividends
No dividends will be distributed for the year ended 31st December 2024.

Future developments
The Group's focus for the future is to organically grow the business, along with its franchise partners, and to progress acquisitions where opportunities arise.

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

Mr G S Sinclair
Mr A J Sinclair

Streamlined energy and carbon reporting
Introduction from our Managing Director

We recognise the part that our industry has historically played in the generation of greenhouse gasses. GHG emissions from the transport sector comprised 14% of global emissions in 2019. The car industry makes up 47% of the total transport sector GHG emissions, contributing 9% of the total annual global figure. In conjunction with our manufacturer partners, we are embarking in a new direction with the rapid rise in availability of alternate fuel vehicles. At the same time, we have to make sure that our internal operation of the Business is delivered with as much positive impact on the environment as possible.
Our Group Environmental commitment is to help all our employees, customers and suppliers understand the responsibility they have in protecting the environment and to minimise the impact they have on it. From senior management to junior members of staff, engagement and training is essential to achieve the behavioural change necessary to address the scale and urgency of the climate challenge. By improving this awareness, we want to make a positive contribution to environmental growth by protecting and enhancing the local and global environment whilst going about our business activities.
We also recognise that companies that are able to realise and implement the opportunities offered by new technologies, infrastructure and customer solutions will create substantial value for their businesses and wider society in the context of renewed public interest in climate change and the scientific and regulatory imperative to make substantial emissions reductions in the next decade.

Andy Sinclair Managing Director, Sinclair Group

Where do we want to be? Our Targets:
To help us achieve net zero in operations by 2050, we are committed to achieving the following milestones.
- By 2025 maximise production of electricity via solar panels
- By 2025 reduce production of non-recyclable general waste by 75%
- By 2026 50% of our employees will have received Carbon Literacy training
- By 2030 move all energy consumption to renewables
- By 2035 Reduce energy intensity by 25% against a 2018 baseline of 387 kWh/sqm
- By 2035 reduce scope 3 emissions for business travel and employee commuting by 50%

CLIMATE TRANSITION PLAN
Where are we now? Our Performance:

2024 2023
Type Units Carbon tCo2 Units Carbon tCo2
Total Electricity used ( kWh) 3,701,308 834 3,342,692 674
Total Gas used ( kWh) 3,426,080 608 3,255,588 596
Total Transport Fuel ( kWh) 7,248,261 1,798 7,111,655 1,564
Total energy from other fuels ( kWh) 267,333 57 130,781 32
Total energy use ( all sources) 14,642,9820 3,297 13,840,716 2,865
Intensity ratio /total gross emissions
(kgCO2 per sqft)


5.53


4.88

Sinclair Motor Holdings Limited (Registered number: 04395583)

Report of the Directors
for the Year Ended 31st December 2024


STRATEGY
Our aim is to be:

-regenerative, rather than exploitative
-deliver value from creativity and innovation rather than consumption
-think and act for the long term and across systems, and do this in collaboration with diverse stakeholders so everybody benefits.

GOVERNANCE
Responsibility for overseeing and managing climate related risks and opportunities rest at the highest levels of our Business. The Sinclair Group governing Board is committed to sound governance policies and practices, as well as ensuring that an understanding of the challenges faced by the climate crisis is fully achieved by our most senior people.

All Board members are qualified Carbon Literacy practitioners, having completed the Carbon Literacy Programme requiring the fulfilment of environmental commitments within their personal and professional life
Our internal 'Engage' communication app is used to share the latest developments in our pursuit of improvement with all staff.

In 2021 we created the Strategic Development Team, led by a new role and Board member: Head of Strategic Development. This team picks up day to day responsibility for various areas that impact across our ESG responsibilities.

This team has also developed our Company Purpose "Belong, for Good", which provides the North Star for our sustainability actions. Our Purpose relates directly to the United Nations Sustainable Development Goals:

- No Poverty
- Zero Hunger
- Gender Equality
- Reduces Inequalities
- Good Health & Wellbeing
- Quality Education
- Affordable Clean Energy
- Decent Work & Economic Growth
- Partnership for the Goals
- Sustainable Cities and Communities
- Responsible Consumption and Production
- Climate Action
- Life on Land

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;
- state whether applicable accounting standards have been followed, subject to any material departures disclosed and
explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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.

Sinclair Motor Holdings Limited (Registered number: 04395583)

Report of the Directors
for the Year Ended 31st December 2024


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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

On behalf of the board:





Mr A J Sinclair - Director


10th April 2025

Report of the Independent Auditors to the Members of
Sinclair Motor Holdings Limited

Opinion
We have audited the financial statements of Sinclair Motor Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2024 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 31st December 2024 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.

Report of the Independent Auditors to the Members of
Sinclair Motor Holdings Limited


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page seven, 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:

Our planning procedures identify the legal and regulatory frameworks applicable to the operations and financial statements of the company. These are reviewed internally with the audit team including relevant industry experience and expectations as well as externally with the client management. The key laws and regulations we considered in this context were the UK Companies Act 2006, UK GAAP, FRS 102 and relevant tax legislation.

Once identified, we assess the risks of material misstatements in relation to the laws and regulations, irregularities, including fraud and adjust our testing accordingly. Our audit procedures include:

-Discussing with Directors and management which areas of the business they believe to be more susceptible to fraud, and whether they have any knowledge or suspicion of fraudulent activities;
- Obtaining an understanding of the key controls put in place by the company to address risks identified, assessing the effectiveness of those and discussing how these are maintained and monitored internally;
- Assessing the risk of management override and review and testing of journal entries made into the accounting system;
- Challenging assumptions and judgements made by the company in relation to the significant accounting
estimates employed in the preparation of the financial statements;
- Discussing with Directors and Management the legal and regulatory obligations of the business and whether they have any knowledge or suspicion of non compliance.

Despite the audit being planned and conducted in accordance with ISAs (UK) there remains an unavoidable risk that material misstatements in the financial statements may not be detected owing to inherent limitations of the audit, and that by their very nature, any such instances of fraud or irregularities likely involve collusion, forgery, intentional misrepresentation, or the override of internal controls.

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.




Clive Edwards (Senior Statutory Auditor)
for and on behalf of Haines Watts Wales LLP, Statutory Auditors
7 Neptune Court
Vanguard Way
Cardiff
CF24 5PJ

16th April 2025

Sinclair Motor Holdings Limited (Registered number: 04395583)

Consolidated
Income Statement
for the Year Ended 31st December 2024

2024 2023
Notes £    £   

Turnover 3 674,140,351 637,850,910

Cost of sales (619,532,086 ) (582,577,450 )
Gross profit 54,608,265 55,273,460

Administrative expenses (47,191,279 ) (44,022,567 )
7,416,986 11,250,893

Other operating income 808,465 838,501
Operating profit 5 8,225,451 12,089,394


Interest payable and similar expenses 6 (3,844,810 ) (3,613,086 )
Profit before taxation 4,380,641 8,476,308

Tax on profit 7 (1,205,834 ) (2,393,538 )
Profit for the financial year 3,174,807 6,082,770
Profit attributable to:
Owners of the parent 3,147,810 5,926,914
Non-controlling interests 26,997 155,856
3,174,807 6,082,770

Sinclair Motor Holdings Limited (Registered number: 04395583)

Consolidated
Other Comprehensive Income
for the Year Ended 31st December 2024

2024 2023
Notes £    £   

Profit for the year 3,174,807 6,082,770


Other comprehensive income - -
Total comprehensive income for the year 3,174,807 6,082,770

Total comprehensive income attributable to:
Owners of the parent 3,147,810 5,926,914
Non-controlling interests 26,997 155,856
3,174,807 6,082,770

Sinclair Motor Holdings Limited (Registered number: 04395583)

Consolidated Balance Sheet
31st December 2024

2024 2023
Notes £    £   
Fixed assets
Intangible assets 9 1,937,500 2,687,500
Tangible assets 10 47,685,328 47,625,292
Investments 11 20,000 20,000
49,642,828 50,332,792

Current assets
Stocks 12 100,288,380 95,274,331
Debtors 13 16,186,891 17,107,827
Cash at bank 10,084,999 6,777,743
126,560,270 119,159,901
Creditors
Amounts falling due within one year 14 (108,638,715 ) (105,129,823 )
Net current assets 17,921,555 14,030,078
Total assets less current liabilities 67,564,383 64,362,870

Provisions for liabilities 18 (854,219 ) (827,513 )
Net assets 66,710,164 63,535,357

Capital and reserves
Called up share capital 19 30,030 30,030
Capital redemption reserve 20 23,000 23,000
Retained earnings 20 65,037,576 61,889,766
Shareholders' funds 65,090,606 61,942,796

Non-controlling interests 21 1,619,558 1,592,561
Total equity 66,710,164 63,535,357

The financial statements were approved by the Board of Directors and authorised for issue on 10th April 2025 and were signed on its behalf by:





Mr A J Sinclair - Director


Sinclair Motor Holdings Limited (Registered number: 04395583)

Company Balance Sheet
31st December 2024

2024 2023
Notes £    £   
Fixed assets
Intangible assets 9 - -
Tangible assets 10 - -
Investments 11 7,795,875 7,795,875
7,795,875 7,795,875

Current assets
Debtors 13 2,474,146 2,474,146
Cash at bank 2,697 2,697
2,476,843 2,476,843
Creditors
Amounts falling due within one year 14 (8,908,424 ) (8,908,424 )
Net current liabilities (6,431,581 ) (6,431,581 )
Total assets less current liabilities 1,364,294 1,364,294

Capital and reserves
Called up share capital 19 30,030 30,030
Retained earnings 1,334,264 1,334,264
Shareholders' funds 1,364,294 1,364,294

Company's profit for the financial year - -

The financial statements were approved by the Board of Directors and authorised for issue on 10th April 2025 and were signed on its behalf by:





Mr A J Sinclair - Director


Sinclair Motor Holdings Limited (Registered number: 04395583)

Consolidated Statement of Changes in Equity
for the Year Ended 31st December 2024

Called up Capital
share Retained redemption
capital earnings reserve
£    £    £   
Balance at 1st January 2023 30,030 55,962,852 23,000

Changes in equity
Total comprehensive income - 5,926,914 -
Balance at 31st December 2023 30,030 61,889,766 23,000

Changes in equity
Total comprehensive income - 3,147,810 -
Balance at 31st December 2024 30,030 65,037,576 23,000
Non-controlling Total
Total interests equity
£    £    £   
Balance at 1st January 2023 56,015,882 1,436,705 57,452,587

Changes in equity
Total comprehensive income 5,926,914 155,856 6,082,770
Balance at 31st December 2023 61,942,796 1,592,561 63,535,357

Changes in equity
Total comprehensive income 3,147,810 26,997 3,174,807
Balance at 31st December 2024 65,090,606 1,619,558 66,710,164

Sinclair Motor Holdings Limited (Registered number: 04395583)

Company Statement of Changes in Equity
for the Year Ended 31st December 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1st January 2023 30,030 1,334,264 1,364,294

Changes in equity
Balance at 31st December 2023 30,030 1,334,264 1,364,294

Changes in equity
Balance at 31st December 2024 30,030 1,334,264 1,364,294

Sinclair Motor Holdings Limited (Registered number: 04395583)

Consolidated Cash Flow Statement
for the Year Ended 31st December 2024

2024 2023
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 14,120,057 9,753,860
Interest paid (3,844,810 ) (3,613,086 )
Tax paid (1,164,146 ) (2,005,568 )
Net cash from operating activities 9,111,101 4,135,206

Cash flows from investing activities
Purchase tangible fixed assets (4,456,689 ) (8,060,487 )
Sale of tangible fixed assets 2,252,471 1,862,083
Net cash from investing activities (2,204,218 ) (6,198,404 )

Cash flows from financing activities
Loan repayments in year - (4,500,000 )
Amount introduced by directors - 9,763
Net cash from financing activities - (4,490,237 )

Increase/(decrease) in cash and cash equivalents 6,906,883 (6,553,435 )
Cash and cash equivalents at beginning
of year

2

3,138,743

9,692,178

Cash and cash equivalents at end of year 2 10,045,626 3,138,743

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31st December 2024

1. Reconciliation of profit before taxation to cash generated from operations

2024 2023
£    £   
Profit before taxation 4,380,641 8,476,308
Depreciation charges 2,143,419 1,949,864
Loss/(profit) on disposal of fixed assets 766 (30,753 )
Amortisation 750,000 1,062,500
Finance costs 3,844,810 3,613,086
11,119,636 15,071,005
Increase in stocks (5,014,049 ) (17,414,390 )
Decrease/(increase) in trade and other debtors 920,936 (5,209,923 )
Increase in trade and other creditors 7,093,534 17,307,168
Cash generated from operations 14,120,057 9,753,860

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 31st December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 10,084,999 6,777,743
Bank overdrafts (39,373 ) (3,639,000 )
10,045,626 3,138,743
Year ended 31st December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 6,777,743 10,838,283
Bank overdrafts (3,639,000 ) (1,146,105 )
3,138,743 9,692,178


3. Analysis of changes in net funds

At 1.1.24 Cash flow At 31.12.24
£    £    £   
Net cash
Cash at bank 6,777,743 3,307,256 10,084,999
Bank overdrafts (3,639,000 ) 3,599,627 (39,373 )
3,138,743 6,906,883 10,045,626
Total 3,138,743 6,906,883 10,045,626

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements
for the Year Ended 31st December 2024

1. Statutory information

Sinclair Motor Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. 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 group financial statements consolidate the financial statements of the parent company and its subsidiaries for the year ended 31 December 2024. No profit and loss account is presented for the company as permitted by Section 408 of the Companies Act 2006.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company'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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying the Company's accounting policies
The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

Stock valuation
The directors on a periodic basis will review the valuation of stock. This is performed on an individual vehicle basis taking into account external factors such as market trends as well as anticipated values as provided by the industry sources. Any provisions made as a result of this review are intended to reflect differences between cost and estimated selling prices less costs to sell.

New stock tends to require less provision but similar procedures are also carried out in order to ensure values
at milestone points are shown correctly.

The Directors consider that there are no key sources of estimate uncertainty.

Turnover
Turnover represents amounts chargeable, net of value added tax, in respect of the sale and repair of motor vehicles, associated bonuses and commissions and the sale of vehicle parts.

Turnover from the sale of vehicles is recognised when the significant risks and rewards of ownership are transferred to the buyer. In most cases, the transfer of the risks and rewards of ownership coincides with the transfer of the legal title or the passing of possession to the buyer.

Turnover from the sale of services is recognised by reference to the stage of completion of the transaction.

Turnover from commissions and bonuses are recognised on an accrual basis in accordance with the substance of the relevant agreement.

Goodwill
Goodwill is the difference between the fair value of consideration paid for an acquired entity and the aggregate of the fair value of that entity's identifiable assets and liabilities.

Positive goodwill is capitalised, classified as an asset on the balance sheet and amortised on a straight line basis over its useful economic life. It is reviewed for impairment at the end of the first full financial year following the acquisition and in other years if events or changes in circumstances indicate that the carrying value may not be recoverable.

The goodwill purchased in 2022 is being amortised over its useful economic life of 5 years.

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2024

2. Accounting policies - continued

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets
All tangible fixed assets are initially recorded at cost.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Freehold buildings-2% on cost
Long / short leasehold property-amortised over the term of the lease
Improvements to property-15 years on cost
Plant and machinery-10% to 33.3% on cost
Motor vehicles-20% on cost
Computer equipment-10% to 33.3% on cost
Fixtures and Fittings-10% to 20% on cost

Stocks
Stock and work in progress are valued at the lower of cost and estimated selling price less costs to complete and sell, after due regard for obsolete and slow moving stocks.

The ownership of consignment stock passes from the manufacturer to the group when full payment for vehicles is made.

The value of consignment stock is shown separately in the notes to the balance sheet as both current assets and as creditors due within one year.

Parts stocks are stated at the lower of cost and estimated selling price. Cost is determined using the First in, First Out (FIFO) method.

Financial instruments
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Financial liabilities are derecognised when the company's contractual obligations expire or are discharged & cancelled.

Trade Debtors
Trade debtors are amounts due from customers for merchandise sold in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of
business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve
months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months
after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost
using the effective interest method.


Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2024

2. Accounting policies - continued
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.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Business combinations
Business combinations are accounted for using the purchase method as at the acquisition date, which is the date on which control is transferred to the company.
At acquisition date, the company recognises goodwill as;
-the fair value of the consideration (excluding contingent consideration) transferred;plus
-estimated amount of contingent consideration(see below):plus
-the fair value of the equity instrument issued: plus
-directly attributable transaction costs;less
-the net recognised amount (generally fair value) of he identifiable assets acquired and liabilities and contingent liabilities assumed.

When the excess is negative, this is recognised and separately disclosed on the face of the balance sheet as negative goodwill. Consideration which is contingent on future events is recognised based on the estimated amount if the contingent consideration is probable and can be measured reliably. Any subsequent changes to the amount are treated as an adjustment to the cost of the acquisition.

3. Turnover

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

2024 2023
£    £   
Sales of new vehicles 319,138,817 267,854,300
Sales of used vehicles 287,339,439 305,333,991
Repairs and other sales 67,662,095 64,662,619
674,140,351 637,850,910

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2024

4. Employees and directors
2024 2023
£    £   
Wages and salaries 35,442,236 33,257,227
Social security costs 3,256,462 2,989,831
Other pension costs 1,004,884 913,933
39,703,582 37,160,991

The average number of employees during the year was as follows:
2024 2023

Service 337 313
Sales 271 240
Admin 108 99
Parts 63 56
Body and paint 40 41
Supervisors 13 12
Directors 3 3
835 764

Key management, a group which comprises 12 individuals, received emoluments totalling £3,062,733 (2023 : £3,039,970) for their services to the Sinclair Motor Holdings Group.

2024 2023
£    £   
Directors' remuneration 892,543 955,976

Information regarding the highest paid director is as follows:
2024 2023
£    £   
Emoluments etc 574,412 571,188

5. Operating profit

The operating profit is stated after charging/(crediting):

2024 2023
£    £   
Hire of plant and machinery 243,818 226,563
Depreciation - owned assets 2,143,419 1,949,864
Loss/(profit) on disposal of fixed assets 766 (30,753 )
Goodwill amortisation 750,000 750,000
Auditors' remuneration 56,500 56,500
Auditors' remuneration for non audit work 16,000 16,000
Other operating leases 608,253 608,253

6. Interest payable and similar expenses
2024 2023
£    £   
Bank loan interest (256,534 ) 131,656
Stocking interest 4,101,344 3,481,430
3,844,810 3,613,086

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2024

7. Taxation

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax 1,179,131 2,065,067

Deferred tax 26,703 328,471
Tax on profit 1,205,834 2,393,538

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
Profit before tax 4,380,641 8,476,308
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 25 %)

1,095,160

2,119,077

Effects of:
Expenses not deductible for tax purposes 44,083 19,181
Income not taxable for tax purposes (185 ) 7,947
Capital allowances in excess of depreciation - (122,816 )
Depreciation in excess of capital allowances 184,429 -
Adjustments to tax charge in respect of previous periods (305,024 ) -


Group relief 31,747 (5,001 )
Accelerated capital allowances (31,111 ) 328,471
Change in tax rate (198 ) (131,893 )
Profit on disposal of asset (192 ) (7,689 )
Amortisation 187,500 187,500
charges paid - (1,239 )
Marginal Relief (375 ) -
Total tax charge 1,205,834 2,393,538

8. Individual income statement

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2024

9. Intangible fixed assets

Group
Goodwill
£   
Cost
At 1st January 2024
and 31st December 2024 3,750,000
Amortisation
At 1st January 2024 1,062,500
Amortisation for year 750,000
At 31st December 2024 1,812,500
Net book value
At 31st December 2024 1,937,500
At 31st December 2023 2,687,500

The goodwill arises is in respect of the acquisition of Shukers Limited.

10. Tangible fixed assets

Group
Fixtures
Freehold Plant and and
property machinery fittings
£    £    £   
Cost
At 1st January 2024 49,713,651 6,481,648 5,605,837
Additions 3,172,524 474,812 245,557
Disposals (3,849,092 ) (75,384 ) (100,486 )
Reclassification/transfer - 93,702 (93,702 )
At 31st December 2024 49,037,083 6,974,778 5,657,206
Depreciation
At 1st January 2024 7,083,846 4,071,549 3,558,265
Charge for year 985,396 469,224 359,163
Eliminated on disposal (1,624,530 ) (64,598 ) (101,157 )
Reclassification/transfer - 63,089 (63,089 )
At 31st December 2024 6,444,712 4,539,264 3,753,182
Net book value
At 31st December 2024 42,592,371 2,435,514 1,904,024
At 31st December 2023 42,629,805 2,410,099 2,047,572

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2024

10. Tangible fixed assets - continued

Group

Motor Computer
vehicles equipment Totals
£    £    £   
Cost
At 1st January 2024 245,739 1,981,187 64,028,062
Additions 240,086 323,710 4,456,689
Disposals (44,873 ) (185,577 ) (4,255,412 )
Reclassification/transfer (10,759 ) (3,237 ) (13,996 )
At 31st December 2024 430,193 2,116,083 64,215,343
Depreciation
At 1st January 2024 121,066 1,568,044 16,402,770
Charge for year 75,872 253,764 2,143,419
Eliminated on disposal (18,827 ) (193,066 ) (2,002,178 )
Reclassification/transfer (10,759 ) (3,237 ) (13,996 )
At 31st December 2024 167,352 1,625,505 16,530,015
Net book value
At 31st December 2024 262,841 490,578 47,685,328
At 31st December 2023 124,673 413,143 47,625,292

11. Fixed asset investments

Group
Unlisted
investments
£   
Cost
At 1st January 2024
and 31st December 2024 20,000
Net book value
At 31st December 2024 20,000
At 31st December 2023 20,000
Company
Shares in
group
undertaking
£   
Cost
At 1st January 2024
and 31st December 2024 7,795,875
Net book value
At 31st December 2024 7,795,875
At 31st December 2023 7,795,875


Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2024

11. Fixed asset investments - continued


The company's investments at the balance sheet date in the share capital of its subsidiaries are as follows:


Class of
shares held

% Holding

Sinclair Garages (Port Talbot) Limited Ordinary 100
Sinclair Garages (Newport) Limited Ordinary 100
Sinclair Garages (Cardiff) Limited Ordinary 100
Swansea TPS Limited Ordinary 100
Sinclair Garages (Swansea) Limited Ordinary 100

Sinclair Garages (Port Talbot) Limited has investments in the share capital of its subsidiaries as follows:

Sinclair Garages Limited Ordinary 100
Sinclair Garages (Bridgend) Limited Ordinary 75

Sinclair Garages (Swansea) Limited has investments in the share capital of its subsidiaries as follows:

Shukers Limited Ordinary 100
Cambrian Garages Limited Ordinary 100
Cambrian Garages Limited Preference 100

All of the subsidiaries above were incorporated in England and Wales.

The principal activities of these was the retailing of motor vehicles and related activities in the motor trade.
The registered address of all subsidiaries is shared with Sinclair Motor Holdings and can be found on the General Information page.

12. Stocks

Group
2024 2023
£    £   
Fully paid new vehicles 4,500,044 1,904,713
New vehicles on consignment 32,910,099 25,345,999
Used vehicles 58,832,039 64,182,735
Oil, fuel and spares 4,046,198 3,840,884
100,288,380 95,274,331

13. Debtors: amounts falling due within one year

Group Company
2024 2023 2024 2023
£    £    £    £   
Trade debtors 8,406,522 9,562,661 - -
Amounts owed by group undertakings - - 2,375,293 2,375,293
Other debtors 4,606,637 4,885,497 78,553 78,553
Tax 1,301,320 1,386,527 - -
Prepayments 1,872,412 1,273,142 20,300 20,300
16,186,891 17,107,827 2,474,146 2,474,146

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2024

14. Creditors: amounts falling due within one year

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans and overdrafts (see note 15) 39,373 3,639,000 - -
Trade creditors 69,165,178 70,655,952 - -
Due in respect of new vehicles 32,910,099 25,345,999 - -
Amounts owed to group undertakings - - 8,908,424 8,908,424
Tax 1,487,714 1,446,026 - -
Social security and other taxes 83,155 990,442 - -
VAT 1,785,847 623,346 - -
Accruals and deferred income 3,167,349 2,429,058 - -
108,638,715 105,129,823 8,908,424 8,908,424

15. Loans

An analysis of the maturity of loans is given below:

Group
2024 2023
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts 39,373 3,639,000

16. Leasing agreements

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
2024 2023
£    £   
Within one year 487,500 487,500
Between one and five years 1,490,000 1,950,000
In more than five years - 27,500
1,977,500 2,465,000

17. Secured debts

The following secured debts are included within creditors:

Group
2024 2023
£    £   
Bank overdrafts 39,373 3,639,000
Consignment stock creditors 32,910,099 25,345,999
32,949,472 28,984,999

The company has entered into a debenture and a cross guarantee with Barclays Bank Plc to guarantee the group overdrafts which at 31 December 2024 amounted to £39,373 (2023: £3,639,000).

The overdraft facility is secured by means of a first legal charge on the following properties:

Mercedes Benz, Cardiff Gate Business Park, Mulberry Drive, Cardiff CF23 8RS
Mercedes Benz, Old Field Road, Pencoed, Bridgend CF35 5LJ
Mercedes Benz, Langdon Road, Swansea SA1 8QY

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2024

18. Provisions for liabilities

Group
2024 2023
£    £   
Deferred tax 854,219 827,513

Group
Deferred
tax
£   
Balance at 1st January 2024 827,513
Charge to Income Statement during year 26,706
Accelerated Capital allowances
Balance at 31st December 2024 854,219

19. Called up share capital

Allotted, issued and fully paid:

Number: Class: Nominal Value: 2023 2022
£ £
30,030 Ordinary 1 30.030 30.030

20. Reserves

Group
Capital
Retained redemption
earnings reserve Totals
£    £    £   

At 1st January 2024 61,889,766 23,000 61,912,766
Profit for the year 3,147,810 3,147,810
At 31st December 2024 65,037,576 23,000 65,060,576

Company
Retained
earnings
£   

At 1st January 2024 1,334,264
Profit for the year -
At 31st December 2024 1,334,264


21. Non-controlling interests

Profits relating to Minority Interests in Sinclair Garages (Bridgend) Limited during the year were £23,407 (2023: £210,178).

During the year dividends of £nil were paid to the minority interest (2023 - £nil).

As at 31 December 2024 net assets in relation to Minority Interests were £1,615,968 (2023: £1,592,561).

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2024

22. Pension commitments

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £986,793 (2023: £895,171).

23. Contingent liabilities

There is a guarantee due to VWFS (UK) Limited by Sinclair Garages Limited, Sinclair Garages (Bridgend) Limited, Sinclair Garages (Cardiff) Limited and Sinclair Garages (Port Talbot) Limited in respect of new vehicles on consignment which at 31 December 2024 amounted to £37,826,445 (2023: £10,164,746).

24. Directors' advances, credits and guarantees

The following advances and creditors to a director subsisted during the years ended 31st December 2024 and 31st December 2023:


2024 2023
£ £
G S Sinclair
Balance outstanding at start of year - 9,763
Amounts advanced - -
Amounts repaid - (9,763)
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year - -

25. Related party disclosures

Entities over which the entity has control, joint control of significant influence

2024 2023
£ £
Sales 7,049,981 6,253,565
Purchases 142,398 651,072
Amounts due from related party 83,111 30,275
Amounts due to related party 119 216

At the end of the year, an amount of £100,000 was due to a relative of one of the directors and was repaid shortly after the year end.

26. Ultimate controlling party

The ultimate controlling party is G S Sinclair.