REGISTERED NUMBER: 03069848 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

HOLDCROFT NISSAN LIMITED

Page

Company Information

1

Strategic Report

2

to

7

Report of the Directors

8

to

9

Report of the Independent Auditors

10

to

13

Statement of Income and Retained Earnings

14

Statement of Financial Position

15

Notes to the Financial Statements

16

to

26

DIRECTORS:

D A Holdcroft

Mrs M E Holdcroft

T G Holdcroft

M J McCormick

C D Greenhall

Miss P L Holdcroft

REGISTERED OFFICE:

C/o TG Holdcroft (Motors) Ltd

Leek Road

Hanley

Stoke on Trent

Staffordshire

ST1 6AT

REGISTERED NUMBER:

03069848 (England and Wales)

AUDITORS:

Sumer Auditco Limited

Chartered Accountants & Statutory Auditors

Stone House

Stone Road Business Park

Stoke-on-Trent

ST4 6SR

BANKERS:

Barclays Bank Plc

Town Road

Hanley

Stoke On Trent

Staffordshire

ST1 2PJ

The directors present their strategic report for the year ended 31 December 2024.

PRINCIPAL ACTIVITY AND REVIEW OF THE BUSINESS

The principal activity of the company is that of motor vehicle sales, motor vehicle servicing, motor vehicle repairs and motor vehicle parts sales. Holdcroft Nissan Ltd represents the Nissan brand in Stoke on Trent, Crewe and Northwich as an authorised repairer, also GWM ORA in Crewe and Omoda / Jaecoo in Northwich. This company also contains the trading of our Group Corporate department cost centre.

The directors are very pleased with the reported results of the year to 31st December 2024 and the consolidation in overall profitability versus the same period last year. Profit before tax of £3,616,979 is slightly ahead of the 2023 result of £3,590,673. Reported turnover of £170,791,705 is a 24% increase on the previous year with a unit volume increase of 2,041 in the New Corporate market being the most significant factor to this.

New retail Nissan volumes were static year on year with a 6 unit increase reported. We completed our first full year of trading with the GWM ORA brand in Crewe but volume was limited with only 23 retail units sold and 2 Motability. We also launched two new brands from our site in Northwich with Omoda & Jaecoo entering the UK market. 2024 was a very positive start for these exciting new brands with a lot of customer interest generated. We believe this partnership will flourish in 2025 and hope to achieve strong volumes with a very ambitious manufacturer partner.

Used vehicle volumes reduced year on year with the disruptions at our Northwich site affecting the overall performance of the division. This action was unavoidable with the re-branding of the site to Omoda / Jaecoo taking place. Whilst unit volumes were down, we did see an increase in gross margin which helped to stabilise the overall financial position.

The aftersales departments at our Nissan businesses have performed well through the year especially the parts departments where revenues have increased year on year. Our Parts trade division continues to win additional business and provides an efficient, reliable and competitive service to franchised dealers, independent garages and accident repair centres across a large geographical area from the south midlands to the north of Manchester.

Customer satisfaction remains at the heart of our organisation and we are committed to providing an industry leading consumer journey for all of our customers. Throughout the year we have harvested feedback using several independent platforms from many satisfied customers. They highlight product knowledge, good attitude and professionalism as the top characteristics they see in our sales teams. We will continue to invest in our employees through training and development to ensure they have the ability to deliver customer service at the highest possible level. The development of the next generation of new talent is key to moving our business forward and investment in apprentices and graduates will again be at the top of our agenda. We work closely with local schools and colleges to engage with young people that are looking to take their first career steps, and we are keen to promote the positive outcomes that can be achieved through a position in the retail motor industry.

The needs of our customers, employees, suppliers and business stakeholders required careful consideration through the many key decision-making points during the year and the senior management team of our Holdcroft Nissan outlets have again risen to these challenges.

2025 will bring its own set of challenges and obstacles for us to overcome but with a strong, stable leadership team we will endeavour to make the speedy decisions for the benefit of all our stakeholders within the organisation.

FUTURE DEVELOPMENTS

The company continues to develop both current and new relationships with our OEM, finance, insurance and technology partners in pursuit of opportunities to enhance the organisation for the future. We have partnered with new entrants to the UK market through 2024 and continue to hold meaningful conversations with a number of new OEM entrants that are looking to expand into both the European and the UK market. Any decision we take will be with the best interests of all our enlightened shareholders at the forefront. The UK motor retail landscape is changing rapidly and we, as an organisation, aim to ensure we that we engage with all partners and fully explore all opportunities on their own merits as these present themselves.

We will continue investments in both our people and technologies to advance both our customer experiences as well as that of our employees and be open minded to new initiatives that the changing landscape of global retail in general is experiencing. Within our businesses the focus of the senior team is always on the future and making changes that will benefit the entire organisation on multiple levels.

PRINCIPAL RISKS AND UNCERTAINTIES

There are a range of risks and uncertainties facing the company and the comments listed below are not intended to be exhaustive. The focus is on those specific risks and uncertainties that the Directors believe could have a significant impact on the company's performance.

A significant amount of the company's turnover and profit depends on the success of our manufacturer partners. Many of these are investing heavily in Electric Vehicle development and our own investment strategy has been shaped to compliment this. The competition from new manufacturers entering the UK market is a risk factor that we have both identified and factored into our medium to long term strategy.

As with many organisations of our size, the business environment in which we operate continues to be challenging. In particular the new retail vehicle market in the UK, which, over the last few years, has reduced significantly in size. A direct result of less new vehicles sold during the past few years has been and will continue to be a reduction in the used car market and our ability to source inventory.

CO2 emission regulations and principally the governments ZEV mandate will continue to have a significant effect on the industry over the coming years with the phasing out of Petrol and Diesel cars and other vehicles by 2035. There are still huge upgrades required to the charging infrastructure in the UK to be able to accommodate this increase in the number of Electric Vehicles and it remains an open question how this will be achieved.

Ultimately levels of business activity and profitability will be dependent on factors such as consumer confidence, product cycles, general economic activity. The increases in energy costs, payroll costs and the associated taxes and National Insurance contributions will negatively impact profitability and could also affect the levels at which investment can be sustained.

The company will strive to provide an innovative service to its existing client base, alongside continued exploitation of all the internet & social media platforms to develop in a profitable way, in what still remains to be an extremely price sensitive market.

With these risks and uncertainties in mind, we are aware that any plans for the future development of the group may be subject to unforeseen events outside of our control.

SECTION 172(1) STATEMENT

The Board of Directors always consider, both individually and together, 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 a whole (having regard to the stakeholders and matters set out in s172(1)(a)-(f) of the Companies Act 2006) in the decisions taken during the year ended 31 December 2024.

Our plan is designed to have a long-term beneficial impact on the company and to contribute to its success in delivering a high quality of service across all our outlets.

Our team members are 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. The health, safety and well-being of our team members is one of our primary considerations in the way we do business. Engagement with suppliers and customers is also key to our success. We meet with our major manufacturing partners regularly throughout the year and take the appropriate action, when necessary, to prevent involvement in modern slavery, corruption, bribery and breaches of competition law.

Our plan took into account the impact of the Group's operations on the community and environment and our wider social responsibilities, in particular how we comply with environmental legislation and pursue waste-saving opportunities and react promptly to local community concerns.

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 from 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 beliefs and culture.

As the Board of Directors, our intention is to behave responsibly towards all our enlightened shareholders and treat them fairly and equally, so they too may benefit from the successful delivery of our plan.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

We will continue to strengthen our relationship with all of our long term brand partners, customers and suppliers and remain able and willing to adapt to whatever requirements are necessary to ensure a successful outcome for all stakeholders.

Stakeholder

Why it is important to engage

Ways to engage

Stakeholders' key interests

Customers

Engagement with our customers enables us to understand our customers' needs and empowers us to deliver relevant information, new models and aftersales services whilst retaining existing customers and attracting new ones.

Website, Social media, face to face, dealership locations, telephone and satisfaction surveys.

Availability of product range, financial offers and aftersales services together with convenience, reliability, trust and the ability to officially engage.

Employees

Engagement between our employees and our customers is the primary method by which we are able to exhibit the Holdcroft Brand. Our employees are fundamental in delivering the customer experience and the key to our business success.

Recognition and reward environment, regular training and apprenticeship programmes.

Career progression, remuneration and benefits, training and development, employee interaction and well-being programmes.

Suppliers

Engagement with our supply chain ensures that we are able to supply our customers with motor vehicles and aftersales products they desire or require whilst maintaining supply security as far as possible.

Regular supplier meetings building upon long term relationships, product updates, corporate image maintenance and infrastructure support.

Logistical efficiencies, cost efficiencies, maintenance of quality product supply and good working relationships.Financial viability of partners. Providing our customers with the best value for money products.

Government

Policies and regulatory changes can provide both opportunities or risks to our operations.

Engaging with HMRC, VOSA, DVLA, OZEV, FCA, etc. Submission of tax returns and payment of tax.

Payment of the correct tax at the correct time. Compliance with all laws and regulations.

ETHOS

The ongoing priorities of the business are to consolidate our position and culture within the communities we serve by providing a total customer experience from the initial sales process through to customer service, support and satisfaction. A comprehensive internal and external training and coaching program further supports our aims in providing an unrivalled, consultative experience for all our customers. By achieving this we aim to lead our industry as "the best place to work" for all our employees.

REGULATORY COMPLIANCE

The company is subject to regulatory compliance risk which could arise from a failure to comply with relevant law, regulation or codes of practice. Failure to comply would result in fines, cessation of some business activities or a public reprimand. The company mitigates this risk through a close monitoring and audit of regulatory compliance.

ENVIRONMENTAL POLICY

The company recognises its "Duty of Care" towards the environment whilst carrying out its business activities. The company always places considerable importance on complying with both legal and moral obligations towards the environment.

The company aims to encourage the reduction of energy and water consumption. Use is made of the latest building materials in the construction of new sites and the refurbishment of existing locations. For instance, modern heating and lighting controls are used. The company will assess any and all significant environmental impacts from its operations and will take the appropriate steps to reduce and manage these risks.

NON-FINANCIAL KEY PERFORMANCE INDICATORS

We use many different measurements within the organisation to monitor performance, both financial and non-financial an a daily, weekly and monthly basis. Customer feedback grants us the best possible data around how they feel we have performed versus their expectations, and we canvass this opinion through several channels. We periodically ask for feedback when we interact with our customers following either a sale or a service / repair and these questionnaire help us to identify any training or recruitment needs. We also encourage feedback through open channels such as Google Reviews which we monitor daily and have a robust system in place to both respond to and provide action to positive and negative instances alike. We work towards improving these scores on a daily basis and task ourselves with achieving an industry leading standard.

FINANCIAL KEY PERFORMANCE INDICATORS

The Directors monitor the company's progress against its strategic objectives and the financial performance of the company's operations on an extremely regular basis. We consider that our key financial performance indicators are those that communicate the financial performance and strength of the company as a whole; these being turnover, gross margin, return on sales and return on capital employed.

Turnover (Growth)

Growth comes from taking considered risks after studying and analysing our market place in conjunction with the new product offerings available to us.

For the financial year to 31st December 2024 turnover was £170,791,705 versus £137,301,518 for the same period in 2023. Increases in corporate sector activity along with new brand introduction have pushed the revenues forward.

Gross Margin

This years' gross margin was £17,544,125 (10.27%) versus a 2023 result of £15,942,895 (11.6%). The reduction in retained margin percentage is due to the increased, lower margin, corporate activity.

Return on Sales

The return on sales for 2024 was down on the previous year with a reported 2.12% versus 2.62% (pre-taxation) in 2023.

ON BEHALF OF THE BOARD:

C D Greenhall - Director

11 August 2025

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

DIVIDENDS

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

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

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

D A Holdcroft

Mrs M E Holdcroft

T G Holdcroft

M J McCormick

C D Greenhall

Miss P L Holdcroft

GOING CONCERN DISCLOSURE

The Group meets its day-to-day working capital requirements through its bank provided finance facilities and vehicle stocking loans. The Group's forecast and projections, taking account of reasonably possible changes in trading performance, show that the Group should easily be able to operate within the level of its current facilities. The Group has regular discussions with its bankers about its current and future borrowing needs and understands that future requirements will be agreed on acceptable terms. Our overdraft facilities have been renewed post year end with our bankers Barclays Bank.

The Directors have a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements.

ENGAGEMENT WITH EMPLOYEES

The company's policy is to consult, coach and discuss with employees, through staff councils and at

meetings, matters likely to affect employees' interest. All principal decisions taken by the company during the financial year are aimed at enhancing both the interests of the business and the interest of its employees' who are the enablers of its success.

Information of matters of concern to employees is given through weekly information bulletins and reports

which seek to achieve a common awareness on the part of all employees of the financial and economic

factors affecting the groups' performance on a monthly basis via a dedicated employee portal.

The company's policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made wherever possible, for retaining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.

STREAMLINED ENERGY AND CARBON REPORTING

Holdcroft Nissan Limited was a subsidiary undertaking of T G Holdcroft (Holdings) Limited at the end of the year ended 31 December 2024. The Group has prepared a Streamlined Energy and Carbon Report for the financial year of the Group ending 31 December 2024 and the subsidiary has the same year end. The Group report complies with the relevant obligations on the parent to report energy and carbon information for themselves and their subsidiaries. The Group Report can be reviewed in the consolidated financial statements available from www.beta.companieshouse.gov.uk.

DISCLOSURE IN THE STRATEGIC REPORT

The company has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the company's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 in relation to future developments of the company.

The strategic report can be found on pages 2 of these financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable 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 transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Sumer Auditco Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

C D Greenhall - Director

11 August 2025

Opinion

We have audited the financial statements of HOLDCROFT NISSAN LIMITED (the 'company') for the year ended 31 December 2024 which comprise the Statement of Income and Retained Earnings, Statement of Financial Position and 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 company's affairs as at 31 December 2024 and of its 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 company 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 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 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page nine, 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

o

the nature of the industry and sector, control environment and business performance including the design of the Company's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets;

o

results of our enquiries of management about their own identification and assessment of the risks of irregularities;

o

any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to:

o

Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance;

o

detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

o

the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

o

the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

Based on this approach, we were able to assess the Company risks and ensure the risks were considered throughout all areas of audit testing. The audit team was professionally sceptical throughout the audit and remained alert for inaccurate or misleading information.

Audit response to risks identified

As a result of performing the above, we identified Financial Conduct Authority and Health and Safety compliance risk as key audit matters related to the potential risk of fraud or irregularities.

Our procedures to respond to risks identified included the following:

o

reviewing any audits completed by regulatory bodies in the year and the outcomes of these to ensure no breach of laws and regulations;

o

reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

o

enquiring of management concerning actual and potential litigation and claims;

o

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

o

obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and

o

in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Audit testing was completed on a targeted sample basis based on our assessment of risk and materiality. Due 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, 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 fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations.

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

-

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

-	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

-	Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

-

Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Report of the Auditors to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Report of the Auditors. However, future events or conditions may cause the company to cease to continue as a going concern.

-	Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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.

Michelle Coates (Senior Statutory Auditor)

for and on behalf of Sumer Auditco Limited

Chartered Accountants & Statutory Auditors

Stone House

Stone Road Business Park

Stoke-on-Trent

ST4 6SR

29 August 2025

TURNOVER

4

170,791,705

137,301,518

Cost of sales

(153,247,580

)

(121,358,623

)

GROSS PROFIT

17,544,125

15,942,895

Distribution costs

(329,819

)

(138,721

)

Administrative expenses

(12,339,871

)

(10,962,435

)

OPERATING PROFIT

6

4,874,435

4,841,739

Interest payable and similar expenses

8

(1,257,456

)

(1,251,066

)

PROFIT BEFORE TAXATION

3,616,979

3,590,673

Tax on profit

9

(784,916

)

(808,486

)

PROFIT FOR THE FINANCIAL YEAR

2,832,063

2,782,187

Retained earnings at beginning of year

2,380,886

1,998,699

Dividends

10

-

(2,400,000

)

RETAINED EARNINGS AT END OF YEAR

5,212,949

2,380,886

FIXED ASSETS

Tangible assets

11

1,763,223

1,257,316

CURRENT ASSETS

Stocks

12

16,990,277

13,105,213

Debtors

13

19,167,764

8,349,445

Cash at bank and in hand

6,350,632

2,076,764

42,508,673

23,531,422

CREDITORS

Amounts falling due within one year

14

(36,266,083

)

(20,152,775

)

NET CURRENT ASSETS

6,242,590

3,378,647

TOTAL ASSETS LESS CURRENT LIABILITIES

8,005,813

4,635,963

CREDITORS

Amounts falling due after more than one year

15

(907,968

)

(370,181

)

PROVISIONS FOR LIABILITIES

17

(240,027

)

(240,027

)

NET ASSETS

6,857,818

4,025,755

CAPITAL AND RESERVES

Called up share capital

18

1,000,000

1,000,000

Other reserves

19

644,869

644,869

Retained earnings

19

5,212,949

2,380,886

SHAREHOLDERS' FUNDS

6,857,818

4,025,755

The financial statements were approved by the Board of Directors and authorised for issue on 11 August 2025 and were signed on its behalf by:

C D Greenhall - Director

1.	STATUTORY INFORMATION

HOLDCROFT NISSAN 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 Company Information page.

2.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS

The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of T G Holdcroft (Holdings) Limited which can be obtained from Companies House. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:

- No cash flow statement has been presented for the company.

- No disclosure has been given for the aggregate remuneration of key management personnel.

SIGNIFICANT JUDGEMENTS AND ESTIMATES

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant judgements

The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows:

The carrying value of stock at the year end is reviewed in accordance with expected selling value. Demonstrator models are generally written down by 3% each month unless use would require a more appropriate percentage. Demonstrators that are intended to be used in the business for over twelve months are capitalised as tangible fixed assets and written off over the estimated useful life of 10 years. Used cars are valued against CAP (current auction price) values to ensure their carrying values are reliable.

Key sources of estimation uncertainty

Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as described below.

As described in the accounting policies of the financial statements, depreciation of tangible fixed assets has been based on estimated useful lives and residual values deemed appropriate by the directors. Estimated useful lives and residual lives are reviewed annually and revised as appropriate. Revisions take in to account actual asset lives and residual values as evidence by disposals during current and prior accounting periods.

REVENUE RECOGNITION

Turnover represents the total invoice value, excluding value added tax, of sales made during the year, together with commissions and bonuses received as a direct consequence of the invoiced amounts.

Revenue is recognised in the period in which the work is completed.

TANGIBLE FIXED ASSETS

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

20% on cost

Motor vehicles

-

10% reducing balance

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

IMPAIRMENT OF FIXED ASSETS

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cashgenerating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

STOCKS

Motor vehicle stocks are stated at the lower of net purchase price and net realisable value. A review of the net realisable values of stock is conducted on a regular basis and values are adjusted to prevailing market value. The market value is assessed with reference to external benchmarking publications and applying historical industry knowledge on the pricing of those vehicles. by reference to make and specific models. We also ensure stocks that exist at the year end are valued correctly by sampling against further post year end actual sales data. Whilst this data is deemed representative of current values it is possible that ultimate sales values can vary from those applied.

Parts stocks are valued on a first-in, first-out basis and are written down to net realisable value by providing for obsolescence on a time in stock based formula approach.

Consignment vehicle inventories are regarded as being effectively under the control of the company and are included within stock on the balance sheet as the company has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset. Control includes the ability to prevent other entities from directing the use of, and obtaining the benefits from, an asset even though legal title has not yet passed. The corresponding liability is included in trade creditors.

FINANCIAL INSTRUMENTS

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

TAXATION

Taxation for the year comprises current and deferred tax. Tax is recognised in the 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 statement of financial position date.

DEFERRED TAX

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS

The company operates a defined contribution plan for its employees. Amounts in respect of defined contribution plans are recognised as an expense in the profit and loss account when they are due.

FINANCE LEASES AND HIRE PURCHASE CONTRACTS

Assets held under finance leases and hire purchase contracts are recognised in the statement of financial position as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset.

Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.

EMPLOYEE BENEFITS

The company provides a range of benefits to employees.

Short term benefits, including holiday pay, are recognised as an expense in the profit and loss account in the period in which they are incurred.

4.

TURNOVER

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

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

31.12.24

31.12.23

£

£

Sale of goods

170,791,705

137,301,518

170,791,705

137,301,518

An analysis of turnover by geographical market is given below:

31.12.24

31.12.23

£

£

United Kingdom

170,791,705

137,301,518

170,791,705

137,301,518

5.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

£

£

Wages and salaries

7,638,424

6,266,529

Social security costs

690,306

579,745

Other pension costs

158,811

138,206

8,487,541

6,984,480

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

31.12.24

31.12.23

Office & management

52

55

Other operatives

92

79

144

134

31.12.24

31.12.23

£

£

Directors' remuneration

201,574

59,796

Directors' pension contributions to money purchase schemes

6,474

806

Information regarding the highest paid director for the year ended 31 December 2024 is as follows:

31.12.24

£

Emoluments etc

129,981

Pension contributions to money purchase schemes

3,899

6.	OPERATING PROFIT

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

31.12.24

31.12.23

£

£

Depreciation - owned assets

412,714

291,741

(Profit)/loss on disposal of fixed assets

(26,708

)

17,361

7.	AUDITORS' REMUNERATION

31.12.24

31.12.23

£

£

Fees payable to the company's auditors and their associates for the audit of the company's financial statements

9,900

9,988

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.24

31.12.23

£

£

Interest on amounts due to group undertakings

363,856

320,470

Manufacturing stocking plan interest

893,600

930,596

1,257,456

1,251,066

9.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

31.12.24

31.12.23

£

£

Current tax:

UK corporation tax

784,916

808,486

Tax on profit

784,916

808,486

RECONCILIATION OF TOTAL TAX CHARGE INCLUDED IN PROFIT AND LOSS

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24

31.12.23

£

£

Profit before tax

3,616,979

3,590,673

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 25%)

904,245

897,668

Effects of:

Income not taxable for tax purposes

(119,329

)

(38,328

)

Change in tax rates

-

(50,854

)

Total tax charge

784,916

808,486

10.

DIVIDENDS

31.12.24

31.12.23

£

£

Ordinary shares of £1 each

Interim

-

2,400,000