REGISTERED NUMBER: 05807564 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

EMC GROUP HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

16

Company Statement of Changes in Equity

17

Consolidated Cash Flow Statement

18

Notes to the Consolidated Cash Flow Statement

19

Notes to the Consolidated Financial Statements

21

DIRECTORS:

D C Lambird

M D J Lambird

REGISTERED OFFICE:

103 Bourne Street

Eastbourne

East Sussex

BN21 3SE

REGISTERED NUMBER:

05807564 (England and Wales)

AUDITORS:

LMDB Limited

t/a LMDB Accountants

Statutory Auditors

Railview Lofts

19c Commercial Road

Eastbourne

East Sussex

BN21 3XE

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

REVIEW OF BUSINESS

The principal activity of the group continued to be that of sales and servicing of new and used cars and commercial vehicles.

The continued pressure on gross margins remained an industry wide problem. The directors and managers of the company remain positive, our strategy is to continue to focus on retaining customers, customer satisfaction, staff training, stock and cash management and strong balance sheet, we are confident of our future success and profitability.

The availability of new and used cars continues to be a challenge; we added the Fiat franchise in July 2023, and this has continued to grow both in our Sales and Aftersales Departments, we also will be adding the Leap Motors Franchise to our Business in 2025, again this will give us another route to market.

PRINCIPAL RISKS AND UNCERTAINTIES

We are subject to a number of risks, mostly from external threats that we are constantly monitoring. There was additional risk with the sudden rise of interest rates over the period of 2023/2024, however although the rates have not dropped as quickly as we would have hoped, it has stabilised, and we are positive that our opportunity for an increase in sales will improve.

Manufacturer supply of new and improved products

The company is reliant on new vehicle products from Vauxhall, Fiat and Suzuki. This exposes the company to risks in a number of areas as the company is dependent on its manufacturer/supplier in respect of:

- Availability of new vehicle product and BEV mix.

- Quality of new vehicle product

- Pricing and competitiveness of new vehicle product

- Effects and management of the BEV mandate that came into effect in January 2024

The directors are confident that future new products from Vauxhall Fiat and the addition of Leap Motors from its manufacturers and suppliers will continue to be competitively priced and high quality and therefore consider that this "manufacturer risk" is minimal. It is, in any case, mitigated by other core business areas of the company, including used vehicle sales, parts sales and service work.

The Directors believe that Suzuki will still be a challenge in 2025 due to the change from ICE engines to Electric which means supply will be limited.

Used vehicle price variation

Used vehicle prices can increase and decline significantly. As a significant proportion of our business comprises used vehicle sales, these declines can have a material impact on our business. The impact of declines in used vehicle prices can result in reduced profits on sales and write-downs in the value of used vehicle inventory. During 2024 it has been challenging to purchase used vehicles as the supply is less than the demand meaning prices to purchase them remain high.

Development and performance

The directors plan to grow the business, by our commitment to our strategy and by adding to our franchise partners to form part of our future.

Company, people and reputation

The company has invested heavily in its people and its reputation over a number of years. It is therefore reliant on these individuals to a degree in delivering the company result and reinforcing the underlying company brand. The company undertakes a regular review of remuneration and packages to ensure that it attracts and retains the best people.

We have completed our Annual Consumer Duty Board report, for period ending 31 July 2024, which outlines the steps we have taken to improve the effective use of management information, enabling us to put customer satisfaction at the heart of our business and adhering to the 3 main principles. This also outlines areas where improvements can be made to ensure we continue to reach both our own and manufacturers expectations.

Competition

Competition from new innovative products particularly from China is something that we are very aware of. Also, competition with other franchised vehicle dealerships, independent used vehicle sellers, private buyers and sellers, internet-based buyers and sellers, independent service and repair shops and vehicle manufacturers who have entered the retail market. We compete for the sale of new and used vehicles, the performance of warranty repairs, non-warranty repairs, routine maintenance business and for the provision of spare parts. The principal competitive factors in service and parts sales are price, familiarity with a manufacturer's brands and models and the quality of customer service.

KPI MONITORING AND MEASUREMENT

The subsidiary company uses the following ratios to monitor the business:

2024

2023

Turnover

£34,679,958

£35,407,100

Gross profit

£4,431,932

£4,174,707

Gross profit margin

12.78%

11.79%

Operating profit

£571,340

£480,369

Operating profit margin

1.65%

1.36%

ON BEHALF OF THE BOARD:

M D J Lambird - Director

4 August 2025

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of sales and servicing of new and used cars and commercial vehicles.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 will be £ 400,019 .

DIRECTORS

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

D C Lambird

M D J Lambird

FINANCIAL INSTRUMENTS

The company's operations expose it to a variety of financial risks which include credit risk, liquidity risk and interest rate risk. The company has in place risk management policies, which are implemented by the company's finance department. These policies, which are consistent with those from the previous year, seek to limit the adverse effects on the financial performance of the company by monitoring levels of debt finance and related finance costs.

Liquidity risk:

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future

developments, the company uses a mixture of long-term and short-term debt finance.

The company makes efforts to manage the financial risk by the monitoring of cashflow to ensure that the company is able to meet its foreseeable debts as they fall due and to invest any cash assets profitably.

Credit risk:

The company's principal financial assets are stock and trade debtors. The credit risk associated with stock is limited and therefore the principal credit risk arises from its trade debtors.

In order to manage credit risk the directors set limits for customers based on a combination of payment history and third party credit references. These credit limits are reviewed regularly by the directors together with the aged debtors and collection history.

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;

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

AUDITORS

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

ON BEHALF OF THE BOARD:

M D J Lambird - Director

4 August 2025

Opinion

We have audited the financial statements of EMC Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

- Enquiry of management and those charged with governance on the actual and potential litigation and claims, and also any instances of non-compliance with laws and regulations.

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness; 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.

- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.

- Professional scepticism in course of the audit and with audit sampling in material audit areas.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Samuel David Jaquet FCCA (Senior Statutory Auditor)

for and on behalf of LMDB Limited

t/a LMDB Accountants

Statutory Auditors

Railview Lofts

19c Commercial Road

Eastbourne

East Sussex

BN21 3XE

27 August 2025

TURNOVER

3

34,679,958

35,407,100

Cost of sales

30,248,026

31,232,393

GROSS PROFIT

4,431,932

4,174,707

Administrative expenses

3,766,260

3,552,515

665,672

622,192

Other operating income

4

30,142

19,922

OPERATING PROFIT

6

695,814

642,114

Interest receivable and similar income

8

81,303

52,774

777,117

694,888

Interest payable and similar expenses

9

12,116

28,317

PROFIT BEFORE TAXATION

765,001

666,571

Tax on profit

10

223,483

187,138

PROFIT FOR THE FINANCIAL YEAR

541,518

479,433

Profit attributable to:

Owners of the parent

483,777

433,213

Non-controlling interests

57,741

46,220

541,518

479,433

PROFIT FOR THE YEAR

541,518

479,433

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

541,518

479,433

Total comprehensive income attributable to:

Owners of the parent

483,777

433,213

Non-controlling interests

57,741

46,220

541,518

479,433

FIXED ASSETS

Intangible assets

13

32,294

44,794

Tangible assets

14

5,789,945

5,771,336

Investments

15

-

-

Investment property

16

473,000

473,000

6,295,239

6,289,130

CURRENT ASSETS

Stocks

17

4,300,901

4,722,020

Debtors

18

1,322,406

1,727,580

Prepayments and accrued income

119,549

156,710

Cash at bank and in hand

2,047,928

797,944

7,790,784

7,404,254

CREDITORS

Amounts falling due within one year

19

3,240,648

2,951,412

NET CURRENT ASSETS

4,550,136

4,452,842

TOTAL ASSETS LESS CURRENT LIABILITIES

10,845,375

10,741,972

PROVISIONS FOR LIABILITIES

22

490,395

475,208

NET ASSETS

10,354,980

10,266,764

CAPITAL AND RESERVES

Called up share capital

23

3,646

3,646

Revaluation reserve

24

1,377,847

1,402,813

Capital redemption reserve

24

50

50

Retained earnings

24

8,238,310

8,129,586

SHAREHOLDERS' FUNDS

9,619,853

9,536,095

NON-CONTROLLING INTERESTS

25

735,127

730,669

TOTAL EQUITY

10,354,980

10,266,764

The financial statements were approved by the Board of Directors and authorised for issue on 4 August 2025 and were signed on its behalf by:

M D J Lambird - Director

FIXED ASSETS

Intangible assets

13

-

-

Tangible assets

14

2,218,674

2,253,340

Investments

15

37,170

37,170

Investment property

16

-

-

2,255,844

2,290,510

CURRENT ASSETS

Debtors

18

1,070,778

953,204

Cash at bank

38

12,390

1,070,816

965,594

CREDITORS

Amounts falling due within one year

19

45,605

62,039

NET CURRENT ASSETS

1,025,211

903,555

TOTAL ASSETS LESS CURRENT LIABILITIES

3,281,055

3,194,065

PROVISIONS FOR LIABILITIES

22

395,189

395,189

NET ASSETS

2,885,866

2,798,876

CAPITAL AND RESERVES

Called up share capital

23

3,646

3,646

Revaluation reserve

1,202,674

1,227,640

Capital redemption reserve

50

50

Retained earnings

1,679,496

1,567,540

SHAREHOLDERS' FUNDS

2,885,866

2,798,876

Company's profit for the financial year

487,009

515,650

The financial statements were approved by the Board of Directors and authorised for issue on 4 August 2025 and were signed on its behalf by:

M D J Lambird - Director

Called up

share

Retained

Revaluation

capital

earnings

reserve

£

£

£

Balance at 1 January 2023

3,646

8,071,426

1,427,779

Changes in equity

Dividends

-

(400,019

)

-

Total comprehensive income

-

433,213

-

Transfer

-

24,966

(24,966

)

Balance at 31 December 2023

3,646

8,129,586

1,402,813

Changes in equity

Dividends

-

(400,019

)

-

Total comprehensive income

-

483,777

-

Transfer

-

24,966

(24,966

)

Balance at 31 December 2024

3,646

8,238,310

1,377,847

Capital

redemption

Non-controlling

Total

reserve

Total

interests

equity

£

£

£

£

Balance at 1 January 2023

50

9,502,901

737,038

10,239,939

Changes in equity

Dividends

-

(400,019

)

(52,589

)

(452,608

)

Total comprehensive income

-

433,213

46,220

479,433

Balance at 31 December 2023

50

9,536,095

730,669

10,266,764

Changes in equity

Dividends

-

(400,019

)

(53,283

)

(453,302

)

Total comprehensive income

-

483,777

57,741

541,518

Balance at 31 December 2024

50

9,619,853

735,127

10,354,980

Called up

Capital

share

Retained

Revaluation

redemption

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1 January 2023

3,646

1,426,943

1,252,606

50

2,683,245

Changes in equity

Dividends

-

(400,019

)

-

-

(400,019

)

Total comprehensive income

-

515,650

-

-

515,650

Transfer

-

24,966

(24,966

)

-

-

Balance at 31 December 2023

3,646

1,567,540

1,227,640

50

2,798,876

Changes in equity

Dividends

-

(400,019

)

-

-

(400,019

)

Total comprehensive income

-

487,009

-

-

487,009

Transfer

-

24,966

(24,966

)

-

-

Balance at 31 December 2024

3,646

1,679,496

1,202,674

50

2,885,866

Cash flows from operating activities

Cash generated from operations

1

1,892,414

182,253

Interest paid

(12,116

)

(28,317

)

Tax paid

(179,226

)

(125,031

)

Net cash from operating activities

1,701,072

28,905

Cash flows from investing activities

Purchase of tangible fixed assets

(193,576

)

(239,020

)

Sale of tangible fixed assets

360

-

Interest received

81,303

52,774

Net cash from investing activities

(111,913

)

(186,246

)

Cash flows from financing activities

Amount introduced by directors

108,000

82,438

Amount withdrawn by directors

(28,873

)

(14,999

)

Loan repayments received

35,000

35,000

Equity dividends paid

(400,019

)

(400,019

)

Dividends paid to minority interests

(53,283

)

(52,589

)

Net cash from financing activities

(339,175

)

(350,169

)

Increase/(decrease) in cash and cash equivalents

1,249,984

(507,510

)

Cash and cash equivalents at beginning of year

2

797,944

1,305,454

Cash and cash equivalents at end of year

2

2,047,928

797,944

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit before taxation

765,001

666,571

Depreciation charges

184,310

184,697

Loss on disposal of fixed assets

2,797

1,821

Finance costs

12,116

28,317

Finance income

(81,303

)

(52,774

)

882,921

828,632

Decrease/(increase) in stocks

421,119

(662,480

)

Decrease/(increase) in trade and other debtors

407,335

(575,002

)

Increase in trade and other creditors

181,039

591,103

Cash generated from operations

1,892,414

182,253

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

2,047,928

797,944

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

797,944

1,305,454