REGISTERED NUMBER: 08734338 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

T.G. HOLDCROFT (HOLDINGS) LIMITED

Page

Company Information

1

Group Strategic Report

2

to

10

Report of the Directors

11

to

13

Report of the Independent Auditors

14

to

17

Consolidated Statement of Comprehensive Income

18

Consolidated Statement of Financial Position

19

Company Statement of Financial Position

20

Consolidated Statement of Changes in Equity

21

Company Statement of Changes in Equity

22

Consolidated Statement of Cash Flows

23

Notes to the Consolidated Statement of Cash Flows

24

to

25

Notes to the Consolidated Financial Statements

26

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43

DIRECTORS:

T G Holdcroft

D A Holdcroft

M E Holdcroft

P L Holdcroft

C D Greenhall

M J McCormick

REGISTERED OFFICE:

Leek Road

Hanley

Stoke on Trent

Staffordshire

ST1 6AT

REGISTERED NUMBER:

08734338 (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 of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company was to be that of a holding company.

The principal activities of the subsidiary undertakings continued to be that of motor vehicle sales, motor vehicle servicing, leasing, motor vehicle repairs, motor vehicle parts sales and property management.

FINANCIAL HIGHLIGHTS

Total Turnover £745.5 million. (2023:£750.3 million)

EBITDA £12.9 million (2023 £12.3 million)

EBIT £11.1 million (2023 £11.4 million)

Profit before Taxation £7.7 million. (2023: £8.0 million)

Unit sales

2024

2023

% Increase Year on Year

New Car Retail

5,354

5,717

- 6.35%

New Car Motability

3,924

3,219

+ 21.9%

New Car Corporate

12,616

10,659

+ 18.36%

Used Car Retail

9,314

9,667

- 3.65%

Used Car Trade

7,293

6,823

+ 6.8%

£.000's

£.000's

Parts Turnover

51,600

46,753

+ 10.4%

Service Turnover

15,887

15,075

+ 5.4%

MANUFACTURER REPRESENTATION (AT 31st DECEMBER 2024)

Franchise Dealerships

2024

2023

2022

Hyundai

7

7

7

Honda

3

4

4

Renault

4

4

4

Nissan

2

3

3

Dacia

4

4

4

Alpine

1

1

1

Mazda

2

2

2

Volvo

1

1

1

MG Motor

3

3

3

GWM ORA

1

1

0

Genesis

1

1

0

Omoda / Jaecoo

1

0

0

Total Dealerships

30

31

29

Non Franchised Outlets

B&M Vehicle Sourcing

1

1

1

Stoke ARC

1

1

1

REVIEW OF BUSINESS

The Board of Directors is proud to present the results for 2024, a year characterised by industry-wide turbulence, low consumer confidence and high inflation. Despite margin pressure in both new and used vehicle markets, the group delivered a resilient financial performance. Our focus has been on delivering a premium quality service to all our customers across the breadth of all outlets and the manufacturers that we represent, ensuring that as many of these interactions as possible are positive.

It has again been a challenging year within the retail motor sector with some significant factors making huge impacts to the overall volume of retail transactions undertaken. Our new retail volumes have reduced year on year by 6.35% and used retail down by 3.65%, whilst in contrast, the sales via our corporate department have increased by 18.36%. There does still appear to be a certain apathy from retail consumers towards EV products which manufacturers and dealer partners alike will need to address. The lower company car benefit in kind is an attraction for business users and the uptake in that sector remains strong. The Government announcement in April 2025 to extend the sale of new hybrid vehicles to 2035 will help the retail consumer transition from Petrol / Diesel vehicles over to zero emission vehicles and in turn may have the effect of an increase to retail volumes in the short term.

The increase in Electric Vehicle volumes in the corporate market has had a positive impact on our own volumes through this sector, however, this is a very price sensitive market and retained margins for dealers are minimal. Through 2024 we have continued our investment in the B2B and B2C arena which has helped increase our capacity whilst supporting our OEM relationships as the total amount of market participants reduce. The high level of fixed cost paired with static unit margins requires sales activity to be at scale within this area of the business for it to be successful.

We are committed to championing the benefits of EV ownership to all our customers and many are far more receptive to the prospect than in previous years. Through education of all our employees, whichever department they operate within, in all aspects of EV ownership, we aim to improve the perception of EVs and in turn generate increased adoption of the many superb products we have to offer. Our in-house EV training program has been well received by our teams as well as by the many business partners we represent.

Our group remains open to expansion with new opportunities and in 2024 we welcomed Omoda & Jaecoo into our organisation. Both brands have made significant headway in the UK market with a vehicle offering that suits the UK consumer. Battery Electric (BEV), Hybrid and ICE models are all proving to be popular. We continue to have meaningful discussions with potential partners, be those new or existing, as we look to develop the portfolio of representation within our businesses. The UK consumer is in some respects becoming brand agnostic and their choices are now based on style, build quality, technology and price, brand loyalty appears to be becoming a much rarer commodity.

Turnover for the group has remained steady with a 0.6% decrease reported compared to 2023 and our business has continued to benefit from its unique model, combined with the hard work and dedication of our exceptional team and the strong partnerships we have forged with our franchise partners. Our financial performance we view as exceptional, and this has been achieved through the continued scrutiny of performance, cost base and a consistent drive to overperform. An increase in overheads has been unavoidable with some being imposed by legislative changes and others being affected by global economic matters. Interest rate reductions towards the latter part of the year were welcomed and we have an expectation of further reductions during 2025.

We are now seeing a steady return to what we would consider normal consumer buying patterns for new vehicles; however, the used car marketplace remains unsettled with shortages in certain product choices and an element of volatility with used EV valuations.

Franchise Performance

There has been a varied level of performance between our franchise divisions in 2024, and not all have enjoyed the same levels of success as others.

Renault Division

The financial result for the Renault division is pleasing with reported gross margin and operating profit standing up well versus 2023. Reported turnover for this company of £143m is a year-on-year increase of 6.5% which, in the main, is due to the increase in volume to the lower margin corporate sector. Renault new retail sales volumes generated through our outlets have been robust with a 13-unit increase, however, we have had a reduction of Dacia retail sales with 178 units (23%) less reported.

There have been positive changes to both the Renault and Dacia new car model line-up since late 2024 and into early 2025 which gives us a great opportunity for increased retail sales with models such as the New Renault 5 and the Dacia Spring, both of which have launched with a huge amount of customer interest. During Q1 2025 we are already seeing increases in units sold of both brands versus the same period of 2024 (Renault up 49% Dacia up 33%).

We suffered a 7% decline in Renault used retail sales versus 2023 which we believe is in line with the current UK used retail market. Values within the wholesale market have remained very strong and sourcing of good value stock still proves to be a challenge across all franchises.

Nissan Division

New retail Nissan volumes were static year on year with a 6 unit increase reported. Where we have moved forward considerably is within the new corporate market with an additional 2,041 units invoiced versus our 2023 position which is a 119% increase. 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 coming into the UK market, 2024 was a very positive start 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 from our Nissan outlets 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 financial position

Hyundai Division

The volume of Hyundai new vehicles sold from our retail sites has stood up well compared to previous year, however, the retained margin has become a victim of the need for volume, this has ultimately led to additional dealer discount and consequent erosion of dealer margin. Our Hyundai division suffered an 11% decline in new retail gross margin per unit versus 2023.

New Hyundai Motability sales units declined very slightly by 3.6% but the main decrease was in the corporate sector where we had a 7.4% decrease in unit sales versus our 2023 performance.

Used retail sales for our Hyundai outlets remained mainly steady with a 2.4% year on year increase, profitability of these units was also very similar to 2023.

Honda / MG Division

2024 has proven to be a very successful year for Holdcroft Honda Limited with both brands that we represent under this structure performing to a profitable level. The results from our Honda franchise outlets we are particularly proud of with year-on-year increases in both New retail and New Motability unit volumes. A very strong consumer campaign for the new e:Ny1 Electric vehicle, backed by the manufacturer, helped to stir the interest of potential EV buyers and sales of that model were impressive in both quarter 1 and quarter 3.

MG New retail sales did fall back by around 33% from what was a very high watermark of 2023, however, we are confident that the new models entering the MG line up in 2025 will have a positive effect and we are already tracking towards replication of our 2023-unit performance.

An overall reported profit before taxation of £550,052 is a fabulous improvement on our 2023 result for Holdcroft Honda Ltd which was a loss of £69,296. Improved used retail gross margins between the two brands had a positive effect as did the increase in aftersales opportunity for the MG brand.

TG Holdcroft Motors Division

Volumes and margins in our Volvo and Mazda outlets have been very strong through 2024. Increased volume in the Motability market, with the Volvo XC40 product specifically, has had a huge positive effect on profitability

Used retail volumes at Mazda and Volvo sites have been robust throughout the year and our close attention to used vehicle valuations and management of our stock profile has been highly successful.

Our group accident repair centre was a standout performer, and the quality and efficiency of work has led to several new contracts being awarded in 2024. This area of the industry is notoriously competitive and to generate an increase of turnover of 15% year on year and a subsequent 41% increase in direct profitability from this outlet is a testament to the hard work and endeavour of the team.

Group Overview

Customer satisfaction remains at the heart of our business, 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. Our people have always and will always be our most important asset and their representation of our culture will not be left to chance.

We have taken great strides in the advancement of our marketing techniques through 2024 and will take this forward further into 2025. Our presence on social media through various channels has been well received and through innovative content we continue to build brand awareness.

When reflecting on the financial performance of 2024 we are extremely proud of the outcome and believe this sits amongst our best annual achievements in recent years. The journey through 2024 has been a very challenging one and given the increases in costs, driven principally by interest rates and inflation, we feel that the company is on a very firm footing as we tackle the changes in the automotive landscape that the next few years will bring.

The increasing number of new entrants into the UK vehicle market will no doubt destabilise the current incumbents and give a fresh choice to the consumer. We must acknowledge that the landscape is changing, and our organisation has always been agile and able to adapt quickly and open to new opportunities which will strengthen the company and add further options to our customer base.

We continue to monitor developments following the Financial Conduct Authority's (FCA) announcement in January 2024 regarding a review of historical commission arrangements in motor finance, as well as the Court of Appeal's judgment on 25 October 2024 concerning three related cases.

As a dealer group regulated first by the FSA and now the FCA, we have consistently followed lender guidelines and operated in accordance with the commission structures they prescribed. Our opinion is that providing point of sale finance is a valuable element of the vehicle purchase process and have always approached its provision with transparency and diligence.

In October 2024, the Court of Appeal held that it was unlawful for dealers in three specific cases to receive commission payments from lenders without first informing customers and obtaining their informed consent. This judgment, based on common law, equitable principles, and the Consumer Credit Act, represents a significant departure from long-standing industry practice and regulatory guidance under the FCA.

The Court of Appeal's decision has broad implications, potentially extending beyond the scope of the FCA's ongoing review.

On 11 December 2024, the Supreme Court agreed to hear an appeal against the Court of Appeal's ruling. The hearing took place from 1 to 3 April 2025, and a decision is expected in due course.

We, along with the wider industry, await the Supreme Court's decision and the potential implications it may have for historic motor finance arrangements.

During 2025 we aim to take further steps towards managing the impact our organisation has on the environment as we look to become more efficient with our use of fuels within our premises and our vehicle fleet. We have processes in place that regularly monitor our usage of both Gas and Electricity at our sites which have resulted in significant reductions, and we continue to investigate renewable energy options for the future. We recognise our responsibility to the future and operating a sustainable organisation that will exist for the benefit of future generations is a priority.

The future, as always, will no doubt bring 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 of our stakeholders within the organisation.

FUTURE DEVELOPMENTS

The group 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 an open dialogue with a number of new OEM entrants that are looking to expand into both the European and the UK market and any decision we take will be with the best interests of all of our enlightened shareholders at the forefront. The only certainty within the retail motor industry for the medium term is change, 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 technology 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.

REVIEW OF BUSINESS RISK

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.

As with many organisations of our size, the business environment in which we operate continues to be challenging. In particular, the retail vehicle sales market in the UK, which over the last few years, has reduced significantly in size. A direct result of less new retail 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 good quality inventory.

CO2 emission regulations will also have a significant effect on the industry over the coming years with the UK government committing to 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 that will be on our roads, and it remains an unanswered question as to 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 and the high levels of inflation we're experiencing surrounding energy, payroll and the associated taxes.

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 of our business divisions.

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, combined with our training plans, 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 operates 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 through these periods of change 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 Group 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 Group mitigates this risk through a close monitoring and audit of regulatory compliance.

ENVIRONMENTAL POLICY

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

The Group 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 Group will assess 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 a number of channels. We periodically ask for feedback when we interact with our customers following either a sale or a service and these questionnaires 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 opportunities available to us.

For the financial year to 31 December 2024, turnover was £745,643,963. (2023 £750,289,029)

Gross Margin

As previously stated, the vehicle market in the UK is highly competitive and margins continue to be pressured. This years' gross margin was £59,081,288 (7.9%) versus a 2023 result of £56,036,980 (7.5%).

Return on Sales

The return on sales for 2024 was 1.03% (pre-taxation) compared to a 2023 result of 1.07%.

Return on Capital Employed

There are a number of methods employed to calculate this particular profitability ratio. The method we have adopted is as follows:

[Pre tax net profit] / [net asset value] x 100

Return on capital employed at 31 December 2024 was 15.69% versus 18.42% in the year to 31 December 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 and the group for the year ended 31 December 2024.

DIVIDENDS

Dividends paid during the year amounted to £815,000. The directors have recommended that there be no final dividend.

FUTURE DEVELOPMENTS

The likely future developments of the business are included in the strategic report.

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.

T G Holdcroft

D A Holdcroft

M E Holdcroft

P L Holdcroft

C D Greenhall

M J McCormick

GOING CONCERN

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.

EMPLOYMENT POLICY

The groups' 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 groups' 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

This section includes our mandatory reporting of energy and greenhouse gas emissions for the period 1 January 2024 to 31 December 2024, pursuant to the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, implementing the government's Streamlined Energy and Carbon Reporting (SECR) policy.

Our methodology to calculate our greenhouse gas emissions is based on the 'Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance (March 2019)' using DESNZ's 2023 and 2024 conversion factors as appropriate. In some cases, consumption has been extrapolated from available data or direct comparison made to a comparable period.

We report using a financial control approach to define our organisational boundary. We have reported all material emission sources required by the regulations for which we deem ourselves to be responsible and have maintained records of all source data and calculations.

Our energy management programme is ongoing, including monitoring and targeted reporting of energy consumption daily at the majority of our sites. Through the service provided by our energy consultants, the energy management programme we run enables us to identify and address any consumption issues as and when they arrive, allowing us to eliminate unnecessary energy waste.

The table below includes total energy consumption (reported as kWh) and greenhouse gas emissions for the sources required by the regulations, along with our intensity ratio.

01/01/2024 - 31/12/2024

01/01/2023 - 31/12/2023

Total Energy Consumption - Used for Emissions Calculation (kWh)

11,155,483

10,650,145

Gas Combustion Emissions, Scope 1 (tCO2e)

656

647

Purchased Electricity Emissions, Scope 2 (tCO2e)

660

624

Vehicle Fuel Combustion Emissions, Scope 1 (tCO2e)

1,065

970

Vehicle Fuel Combustion Emissions, Scope 3 (tCO2e)

0

0

Total Gross Reported Emissions (tCO2e)

2,381

2,241

Turnover (£m)

746

750

Intensity Ratio: Turnover (tCO2e / £m)

3.2

3.0

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 group.

The strategic report can be found on pages 2 to 9 of these financial statements.

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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors are deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.

ON BEHALF OF THE BOARD:

C D Greenhall - Director

11 August 2025

Opinion

We have audited the financial statements of T.G. HOLDCROFT (HOLDINGS) LIMITED (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 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.

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

We 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:

•

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

•

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

•

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

-

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

-

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

-

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

•

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 group risks and ensure the risks were considered throughout all areas of audit testing across all group companies. 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:

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

• 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;

• enquiring of management concerning actual and potential litigation and claims;

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

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

• 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 group'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 group or the parent 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 group or the parent 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.

-	Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express and opinion on the consolidated financial statements.

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

745,643,963

750,289,029

Cost of sales

(686,562,675

)

(694,252,049

)

GROSS PROFIT

59,081,288

56,036,980

Administrative expenses

(48,172,139

)

(44,814,261

)

10,909,149

11,222,719

Other operating income

165,600

140,000

OPERATING PROFIT

6

11,074,749

11,362,719

Interest receivable and similar income

8

35,931

-

11,110,680

11,362,719

Interest payable and similar expenses

9

(3,420,114

)

(3,321,021

)

PROFIT BEFORE TAXATION

7,690,566

8,041,698

Tax on profit

10

(1,942,664

)

(1,745,374

)

PROFIT FOR THE FINANCIAL YEAR

5,747,902

6,296,324

FIXED ASSETS

Intangible assets

13

2,683,450

2,751,716

Tangible assets

14

50,809,323

50,367,069

Investments

15

-

-

53,492,773

53,118,785

CURRENT ASSETS

Stocks

16

94,327,334

86,295,192

Debtors

17

57,015,118

30,588,337

Cash at bank and in hand

2,617,682

700

153,960,134

116,884,229

CREDITORS

Amounts falling due within one year

18

(149,963,826

)

(116,054,271

)

NET CURRENT ASSETS

3,996,308

829,958

TOTAL ASSETS LESS CURRENT LIABILITIES

57,489,081

53,948,743

CREDITORS

Amounts falling due after more than one year

19

(6,769,175

)

(8,634,836

)

PROVISIONS FOR LIABILITIES

22

(1,719,039

)

(1,648,826

)

NET ASSETS

49,000,867

43,665,081

CAPITAL AND RESERVES

Called up share capital

23

192,431

192,431

Share premium

24

9,587,980

9,587,980

Revaluation reserve

24

5,086,289

4,683,405

Merger reserve

24

12,198,733

12,198,733

Retained earnings

24

21,935,434

17,002,532

49,000,867

43,665,081

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

FIXED ASSETS

Intangible assets

13

-

-

Tangible assets

14

-

-

Investments

15

13,742,192

13,742,192

13,742,192

13,742,192

CURRENT ASSETS

Debtors

17

38,488,507

35,398,356

Cash at bank

188,526

1,868,110

38,677,033

37,266,466

CREDITORS

Amounts falling due within one year

18

(3,566,405

)

(4,987,689

)

NET CURRENT ASSETS

35,110,628

32,278,777

TOTAL ASSETS LESS CURRENT LIABILITIES

48,852,820

46,020,969

CREDITORS

Amounts falling due after more than one year

19

(5,861,207

)

(8,264,655

)

NET ASSETS

42,991,613

37,756,314

CAPITAL AND RESERVES

Called up share capital

23

192,431

192,431

Share premium

24

9,587,980

9,587,980

Revaluation reserve

24

6,555,670

6,555,670

Retained earnings

24

26,655,532

21,420,233

42,991,613

37,756,314

Company's profit for the financial year

6,050,299

5,448,231

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