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

Spotmechanic Ltd and its subsidiaries’ ("the group") main activity is trading and leasing of used vehicles, operating under the brand “Spotawheel”. The group’s main vision is to foster a team of exceptional people that will challenge and change the used cars status quo, delivering exceptional experiences for the customers and partners throughout Europe.

On-site inspection services for used cars are provided, including roadworthiness tests and audit reports ensuring that the vehicles are checked and safe. The group specialises in visual opinions, specialised equipment, floor checks and test drive inspections.

The group was incorporated in January 2016 and its’ registered head office is based in London, however it has subsidiaries in Greece, Poland, Germany and Romania.

Spotawheel has revolutionised the used car market by offering car trading and leasing services, based on trust and transparency, by doing the following:

Key risks to the group fall into the one main category being operational risk.

Material operational risks have been identified as follows:

Liquidity risk

Liquidity risk is managed through ongoing short term (13 week) and longer term (1 year) cashflow forecasting. Working capital requirements are reviewed and monitored by senior management and are managed at a group level to ensure the most efficient use of available working capital resources.

Interest rate and financing risk

Interest rate and financing risks are material due to the financing of the growth and the higher interest rate environment. Debt levels and associated interest costs are monitored closely by senior management and the Directors are involved in the negotiation of lending arrangements and terms.

Credit risk

Credit risk is managed at the operating company level with oversight from the group especially around the monitoring of overdue receivables. Each subsidiary is responsible for assessing the credit risk of their customers.

The strategic targets of the group are as the follows:

• Enhance Car Sourcing Efficiency: Improve the effectiveness of car sourcing operations to achieve higher margins.

• Streamline Supply Chain Processes: Fully optimize the supply chain from purchase to delivery, capitalising on efficiencies, particularly within preparation centres.

• Expand Leasing Business: Further develop the leasing business line, including both fixed-term and subscription contracts, aligning with market trends in our operational regions.

• Extend Financing Options: Provide a broader range of financing options for customers seeking to purchase vehicles.

• Penetrate Romanian Market Further: Expand operations in Romania and increase market share.

• Increase Market Share in New Cars' Leasing: Grow our presence in the new cars leasing market.

• Achieve Profitability Goals: Monthly EBIT profitability at Group level achieved in 2024. Full year EBIT profitability and monthly net result profitability are the targets for 2025.

In terms of performance the group is aiming to increase total sales (both trading and leasing) by 59%. While total revenue is expected to increase by a larger percentage (approx. 66%) as the sales mix shifting towards leasing levels out.

In July 2025 the Group successfully completed an equity raising transaction through the issuance of new share capital of €10.8 million. The proceeds will be used to penetrate further the markets that the Group is operating in.

During 2025, the Group established a wholly owned subsidiary in Luxembourg, named TradeSpot Group, which will operate as a holding company and is intended to act as a vehicle for receiving additional funding and supporting the Group’s future financing activities.

             2024     2023 2022 2021

             €000     €000 €000 €000

Turnover     53,423 45,371 48,290 34,071

Gross profit (GP)        14,548      6,914 3,360 2,779

GP percentage (%)     27      15 7 8

Profit(Loss) before tax    (9,310) (13,385) (19,056) (6,371)

Shareholders funds     (1,148) (7,152) (10,163) (2,975)

In terms of sales units, the group had 2,623 trading sales in 2024 (3,248 in 2023) and 4,074 new leasing contracts in 2024 (2,509 new leasing contracts in 2023).

Unique visitors in Spotawheel's website throughout the year decreased to 5.3 million in 2024 from 6.7 million in 2023. Number of PI's (Purchase intention) of 2024 amounted to 88 thousand while in 2023 the number was 79 thousand. Conversion rate (PIs turning to actual sale) increased from 7.3% in 2023 to 8.2% in 2024 at group level.

The financial results for the period to 31 December 2024 are reflected in the financial statements and notes that follow.

Income

Gross profit is a key performance indicator of subsidiary company operations. Gross profit was €14.5 million (2023 - €6.9 million) for the period representing a healthy margin of 27.2% (2023 - 15.2%) on group revenue of €53.4 million (2023 - €45.4 million).

Consolidated revenues reflect the turnover of all of the entities in the group.

Expenditure

Operating expenditure represents operational costs incurred by the subsidiary entities as well as parent company expenses.

The Directors, in line with their duties under section 172 of the Companies Act 2006, act in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members, and in doing so have regard to a range of matters when making decisions for the long-term.

Key decisions and matters that are of strategic importance to the group are appropriately informed by section 172 factors.

All Directors receive guidance on their statutory duties including section 172.

Stakeholders

The Board’s responsibility to promote the long-term success of the group relies on inputs from, and positive relationships with, a wide range of stakeholders.

Employees

The group's policy is to consult and discuss with employees, through meetings, on matters likely to affect employees' interests. Information on matters of concern to employees is given through periodic internal publications which seek to achieve a common awareness on the part of all employees of the strategic and economic factors affecting the group's performance. Employee resources are also available through the human resources functions in place at each subsidiary company.

Suppliers

We maintain strong relationships with our suppliers through consistent communication and reporting of key figures and statistics on a regular basis. The directors recognise the importance of the relationship with these suppliers and will continue to foster these strong relationships.

When making decisions, the Directors have regard to the longer-term impact of such decisions and any possible impact on all stakeholders. All major business decisions are conducted at Board level and appropriate consideration is given to the various risk factors and long-term implications prior to these decisions being made. The day-to-day decisions are delegated to key members of management staff by the Board; however, these decisions are closely monitored through regular management meetings. Specialist external advice is also sought where appropriate for major decisions taken by the Board.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the group is to provide technical inspection, evaluation, buy, sell, promotion, rental, lease or any other automotive related services through any subsidiary (being 100% subsidiary) in any country, that is already established or will be established in the future.

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The group's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).

The group's current policy concerning the payment of trade creditors is to:

· settle the terms of payment with suppliers when agreeing the terms of each transaction;

· ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and

· pay in accordance with the company's contractual and other legal obligations.

Trade creditors of the group at the year end were equivalent to 34.6 day's purchases, based on the average daily amount invoiced by suppliers during the year.

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company's continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information of matters of concern to employees is given through 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 group's performance.

The group, as a means of further encouraging the involvement of employees in the group's performance, has put in place a share-based payment agreements for its employees and executives. Based on the existing agreements, the employees and executives are granted the right to receive share-based payment agreements (shares) of the parent company, provided that certain vesting conditions have been met.

The audit business of UHY Hacker Young Manchester LLP was acquired by Cooper Parry Group Limited on 30 September 2024. UHY Hacker Young Manchester LLP has resigned as auditor and Cooper Parry Group Limited has been appointed in its place.

The auditors, Cooper Parry Group Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

As each subsidiary company is exempt from the requirements, they are excluded from the report. The parent company is also considered to be exempt from the requirement on the basis that it consumes less than 40,000kWh.

The directors are responsible for preparing the annual report 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 group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom and have elected to prepare the parent company financial statements in accordance with UK accounting standards and applicable law including FRS 101 reduced disclosure framework. 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, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance;

• for the parent company financial statements, state whether applicable UK accounting standards have

• been followed, subject to any material departures disclosed and explained in the parent company financial statements; and

• make an assessment of the company's and groups ability to continue as a going concern.

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.

Each director in office at the date of approval of this annual report confirms that:

• so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

• the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

We have audited the financial statements of Spotmechanic Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group and parent company statement of financial position, the group and parent company statement of changes in equity, the group statement of cash flows and the group and parent company notes to the financial statements, including significant accounting policies.

The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and UK adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice). The financial reporting framework that has been applied in the parent company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (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's affairs as at 31 December 2024 and of the group's loss for the year then ended;

• the group financial statements have been properly prepared in accordance with UK adopted international accounting standards and the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;

• the parent company financial statements have been properly prepared in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework; and

• the financial statements 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which 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.

As explained more fully in the directors' responsibilities statement, 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 is 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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 an auditor's report 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.

Extent to which the audit was considered capable of detecting irregularities including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, we considered the following:

• the nature of the industry and sector, control environment and business performance;

• any matters we identified having obtained and reviewed the company's 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 non-compliance,

• 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; and

• the matters discussed among the audit engagement team and involving relevant internal specialists, including tax, and industry specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: fraudulent reporting and misappropriation of assets. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override and irregularities in the recording of revenue recognition.

We also obtained an understanding of the legal and regulatory frameworks the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate or to avoid a material penalty. These include regulations around Health and Safety.

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 an auditor's report 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.

Our procedures to respond to risks identified included the following:

• 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 and those charged with governance concerning actual and potential litigation claims.

• in addressing the risk of fraud through fraudulent financial reporting, confirmation of controls and review of manual journals to confirm management override of controls.

• in addressing the risk of fraud through misappropriation of assets, assets have been physically verified.

• in addressing the risk of fraud through inappropriate valuation of used vehicle stocks, assessing net realisable value of stock items sold after the year end was above cost or assessing their value with reference to third party data sources if unsold;

• In assessing the risk of fraud through revenue recognition, testing a sample of sales to ensure recorded correctly, reviewing credit notes issued following the year end and testing cut off has been applied correctly.

There are inherent limitations in the audit procedures described above and the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the 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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The income statement has been prepared on the basis that all operations are continuing operations.

As permitted by trues408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was €569,348 (2023 - €418,325).

Spotmechanic Limited is a private company limited by shares incorporated in England and Wales. The registered office is 21 Aylmer Parade, Aylmer Road, London, N2 0AT. The company's principal activities and nature of its operations are disclosed in the directors' report.

The group consists of Spotmechanic Limited and all of its subsidiaries.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The parent company financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”). In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted International Financial Reporting Standards, but makes amendments where necessary in order to comply with Companies Act 2006 and has taken advantage of the FRS 101 disclosure exemptions for financial instruments, presentation of a cash flow statement, and disclosure of related party transactions.

The financial statements are prepared in euros, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest €.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

The consolidated group financial statements consist of the financial statements of the parent company Spotmechanic Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

In determining the appropriate basis of preparation of the financial statements for the period ended 31true December 2024, the directors are required to consider whether the group and parent company can continue in operational existence for the foreseeable future, being a period of at least 12 months from the date of approval of these financial statements (the “going concern period”).

The group has prepared and the Board has reviewed cash flow forecasts for a period of twelve months from the date of approval of these financial statements and also considered whether significant matters are expected to arise thereafter. The directors have reviewed the group’s plans to meet obligations as they fall due and are satisfied at the current time that these plans are appropriate and adequate.

Based on the above analysis, the directors believe that the group’s borrowing facilities and anticipated future cash inflows from operations will provide adequate funding over the going concern period. The group is well placed to manage business risk effectively and the Board reviews the group’s performance against budgets and forecasts on a regular basis and is satisfied that the group is performing in line with expectations.

The directors have at the time of approving the financial statements, a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The group recognises revenue when it transfers control of a product or service to a customer.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

The group recognises revenue from the following major sources:

• Sale of Goods

• Revenue from provision of services

• Commissions

• Other income

The nature, timing of satisfaction of performance obligations and significant payment terms of the group's major sources of revenue are as follows:

The revenue from the sale of goods is recognised when the risks and benefits of owning the goods have been transferred to the buyer, usually after goods have been sent.

The revenue from provision of services is accounted for based on the stage of completion of the service in relation to its estimated total cost.

The revenue from commission is recognised at the point the provision of service has been provided usually at the stage of completion.

Other income is comprised of income from interest which is recognised using the effective rate method which is the rate that accurately discounts estimated future cash flows to be collected or paid in cash during the estimated life cycle of the financial asset or liability, or when required for a shorter period of time, with its net book value.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following basis:

• Computer software amortised over 5-10 years straight line.

Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Assets in the course of construction are not depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

• Raw materials: purchase cost on a first-in/first-out basis.

• Vehicle stock: purchase cost on a first-in/first-out basis.

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the group’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The parent company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The group recognises financial debt when the group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the parent company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.

The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.

The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.

Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.

The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the fair value model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

New standards not yet effective

At the date of authorisation of these financial statements, there are no relevant and material new standards, amendments to standards, or interpretations which are not yet effective for the period ended 31 December 2024.

In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See property, plant and equipment note for the carrying amount and the depreciation accounting policy note above for the useful economic lives for each class of asset.

Used vehicle stock is a depreciating stock item and devalues monthly, making the estimated stock value uncertain. The carrying value of used vehicle stock at the year end of the period was €35,110,890 (2023 - €29,857,895). Consideration has been given by the directors to the level of provision against vehicle stocks. In determining the provision required the directors have used guidance from independent valuation tools and their knowledge of the industry.

The average monthly number of persons (including directors) employed by the group during the year was:

Their aggregate remuneration comprised:

The charge for the year can be reconciled to the loss per the income statement as follows:

The directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

During the year there were further investments of €5,633,000 into the subsidiary Spotawheel Group GmbH.

During the year there were further investments of €4,880,000 into the subsidiary Tradespot (Holdings) GmbH and a return of €860,000 on the investment in Tradespot (Holdings) GmbH.

Details of the company's principal operating subsidiaries are included in note 13.

Details of the company's subsidiaries at 31 December 2024 are as follows:

The subsidiaries’ primary activity comprises of the provision of technical inspection, evaluation, buy, sell, promotion, rental, lease or any other automotive related services.

The group has lease contracts for certain land and buildings from which it operates. Terms can vary significantly and the leases at the period end had up to 10 years remaining, with some due to end within 12 months. In addition, the group uses short-term leases (with a term of 12 months or less) where considered appropriate, and takes advantage of the recognition exemptions for such leases.

Property, plant and equipment includes right-of-use assets, as follows:

Included within finished goods are goods in transit totalling €12,417 (2023 - €26,000) as well as provisions for obsolete inventory totalling €1,181,706 (2023 - €1,058,702).

The directors consider that the carrying amount of trade and other receivables differs from fair value as follows:

No significant receivable balances are impaired at the reporting end date.

Exposure to credit risk in respect of trade receivables is mitigated by the group’s policy of only granting credit to certain customers after an appropriate evaluation of risk coupled with the findings from external reference agencies.

Included within loans are loans from Fasanara totalling €89,871,341 (2023 - €53,462,000) held in Tradespot Holdings GmbH. These loans are secured against the shares of the subsidiaries of Tradespot Holdings GmbH and their bank accounts have been pledged as collateral. They are divided into two classes, Class A and Class B, carrying interest of 9% and 13% respectively.

During 2024, Spotmechanic Ltd. received an additional tranche of €3,000,000 of the loan from Flashpoint, carrying interest of 14.25%, while the remaining balance of the first tranche was €3,911,728, with an average interest rate of 13.5%. The Company also issued unsecured convertible loan notes with a total nominal value of €3,000,000, bearing no interest and mandatorily convertible into equity under certain conditions, of which €2,443,753 is classed as borrowing and €556,247 is classed as equity.

Included within bank loans are loans from Santander totalling €1,141,420 (2023 - €1,485,539) held in TradeSP SM SA, the loan is secured against the inventories. This facility carries interest at the Euribor base rate plus 0.6%.

Except as detailed below, the directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.

Except as detailed below, the directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.

Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. Liquidity is managed by the group’s central treasury function within policy guidelines set by the Board with prime areas of focus being liquidity and interest rate exposure. The group is financed primarily by revolving credit facilities. The directors have assessed the future funding requirements of the group and compared them to the level of committed available borrowing facilities. Committed facilities are maintained at levels in excess of planned requirements. The assessment included a review of financial forecasts, financial instruments, and cash flow projections. These forecasts and projections show that the group, taking account of reasonably possible scenarios, should be able to operate within the level of its borrowing facilities for the foreseeable future.

The group has implemented share based payments for its employees and executives, in particular, based on the existing agreements, the employees and executives of the subsidiaries of the group are granted with the right to receive equity shares of the parent company, given that specific vesting conditions have been met. None of the existing share based payment agreements are settled in cash. Services received in exchange for equity settled share based payments are measured at their fair value. In particular the fair value of the services received by executives and employees is recognised in accordance with IFRS 2 as an expense in the Statement of Comprehensive Income, with a corresponding increase in equity during the period in which the services are received. The fair value of the options is measured by the adoption of an appropriate valuation model according to the terms of each program.

All existing options are outstanding at the end of the current or comparative financial period.

Details of the movements in share premium during the year are included in note 28.

During the year the company issued unsecured convertible loan notes with a total nominal value of €3,000,000, bearing no interest and mandatorily convertible into equity under certain conditions, of which €556,247 is classed as equity. See more details in note 20.

Other reserves consists of reserves for share based payments, remeasurement of defined benefit pension plans and deferred tax on defined benefit pension plans.

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior reporting period.

The group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The group also operates a defined benefit scheme for qualifying employees. Under the scheme the employees are entitled to retirement benefits of final salary on attainment of retirement age. No other post retirement benefits are provided.

The most recent actuarial valuations of plan assets and the present value of the defined benefit obligation were carried out at 31 December 2024 by RiAct Actuaries, Fellow of the Institute of Actuaries. The present value of the defined benefit obligation, the related current service cost and past service cost were measured using the projected unit credit method.

The amounts included in the statement of financial position arising from the group's obligations in respect of defined benefit plans are as follows:

The group is not subject to any externally imposed capital requirements.

The company has taken advantage of the exemption contained within in FRS 101 and has therefore not disclosed transactions with wholly-owned entities which form part of the group.

The company and the group have a diversified ownership structure, accordingly, the directors have concluded that there is no Ultimate Beneficial Owner.