The directors present the strategic report for the year ended 31 December 2024.
The results for the year which are set out in the profit and loss account show turnover of £64,508,413 (2023 - £65,334,575) and an operating profit of £396,809 (2023 – £274,839). At 31 December 2024 the company had net assets of £4,031,946 (2023 – £3,855,898). The directors consider the performance for the year and the financial position at the year end to be improving.
Despite an evolving motor retailing environment to include Government intervention on sales mix with enforced Electric Vehicle targeting on new vehicles leading to depressed pricing and the knock-on effect on used vehicle pricing, the directors are pleased to report that the business increased its used vehicle sales by 14% and saw its gross margin improve.
In addition, the business had to navigate inflationary cost pressures, a continued high-interest rate environment and a mid-year General Election, which it did through the implementation of various strategic initiatives in order to streamline the business and promote operational efficiency.
Furthermore, the business made various operational changes to improve its core offering in the year with the addition of Peugeot in two of its locations.
It also made a significant investment in upgrading the group’s largest site in Bolton, having been selected as a pilot scheme for the new Vauxhall Corporate Identity. This involved a full showroom reconfiguration, a brand new fit out and extensive external works. Following the addition of Peugeot, this returned the site to providing a tri-brand experience for its customers.
The company’s key financial and other performance indicators during the year were as follows:
2024 2023
Gross margin 11.5% 10.6%
Operating profit/(loss) £396,809 £274,839
The management of the business and the nature of the company’s strategy are subject to a number of risks. The directors have set out below the principal risks facing the business.
Manufacturers supply of new and improved vehicles
The Company is reliant on new vehicle products from Vauxhall and Peugeot. This exposes the company to risks in a number of areas as the company is dependent on its manufacturer/suppliers in respect of availability of new vehicle products, quality of new vehicle products and the pricing of new vehicle products. This is particularly relevant given the growth in electric vehicle (EV) sales and the UK Government’s ban on the sale of new petrol and diesel vehicles from 2030. The directors are confident that future new products from its manufacturer/suppliers will continue to be competitively priced and of a high quality and therefore consider this “manufacturer risk” to be minimal.
Economic downturn
The directors believe that the continued uncertainty around the current cost of living crisis could have a detrimental impact on consumer disposable incomes and the propensity to change vehicles, but are satisfied that the company is resilient, focused and well-funded, and customer demand for our product remains stable.
Furthermore, senior management aim to keep abreast of economic conditions and react accordingly. In cases of severe economic downturn, marketing and pricing strategies, and cost controls are modified to reflect the new market conditions.
Development and performance
The strategy remains as previous years to build on the current position established by the company, together with a strong manufacturer brand nationally. This strategy is based largely on well established models including Corsa, Astra, Mokka, but more recently introduced models such as new Grandland and new Frontera, and the development of new and enhanced models yet to be launched, including further electric commercial vehicle variants.
Market Conditions
New battery EV sales growth is challenging resulting in the area of greatest volatility; given Government mandated targets are set to increase on manufacturer emission quotas there is risk the industry falls short of these targets with the threat of further fines being imposed upon manufacturers for missing them. The current and future product ranges of the franchises the business partners with are well represented, and demand for used vehicles remains good, so should allow the company to meet its market share requirements and retain margin.
The wider economy, whilst improving remains uncertain. The directors believe the company’s reputation in the local market, its product range and high level of customer service is well placed to take advantage of economic growth as it returns.
FCA Compliance
The FCA carried out an investigation into the possible non-disclosure of commissions earned from introducing finance to customers. The UK Supreme Court recently ruled that whilst car finance commissions were not inherently unlawful, the way they were disclosed by dealers could still lead to an unfair relationship with the customer under the Consumer Credit Act. The FCA is now consulting on a compensation scheme for affected customers. The business is regulated by the FCA and acts as brokers to facilitate credit in relation to vehicle sales. The directors believe that the recourse will be on the finance companies and not the business, and that the company has acted lawfully in relation to credit broking during this period.
With inflationary cost pressures, the reduction in market share of certain brands and vehicle aftersales parc the board have taken the decision to increase the model line up to customers by introducing KGM (formerly SsangYong) along with the recent launch of Peugeot at our Bolton location and also soon to be introduced at our Grimsby location to improve their future sustainability.
Non-financial key performance indicators are new and used vehicle units, and retail service hours sold, which were:
2024 2023
New units 1,229 1,331
Used units 2,017 1,764
Retail Service Hours 22,817 25,228
In 2018 the Companies (Miscellaneous Reporting) Regulations introduced a requirement for companies to publish a statement describing how the directors have had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006.
Section 172(1)(a) to (f) requires each director to act in a way he or she considered would be most likely promote the success of the company for the benefit of its members as a whole, with regard to the following matters:
a) The likely consequences of any decision in the long term.
The company’s Board of Directors brings a wide range of experience which is collectively responsible for promoting the long-term success of the company. The directors actively promote the company’s purpose of ‘driving excellence’ in everything it does, along with a family-like ethos and a strong focus on its core values in driving excellence for its customers, employees and stakeholders.
b) The interest of the company’s employees.
The management team encourages engagement from its employees via its intranet and social media channels. In driving excellence for its employees, the company encourages its employees to actively pursue opportunities for personal development and career progression with their support; promote a culture of inclusion and diversity; reward success and have the ability to make a difference.
The Company undertakes an annual awards evening to celebrate and recognize exceptional employee performances. In addition, it undertakes various activities and operates forums and surveys to foster participation in company events, invite opinions, questions, and ideas.
The Company recently surveyed its employee satisfaction using Net Promoter Score (NPS) scoring metrics, and the result was considered to be excellent, and also showed an improvement year on year.
c) The need to foster the company’s business relationships with suppliers, customers and others.
The directors ensure that all business relationships are based upon trust and conducted in a professional manner. Suppliers are paid regularly through a process of statement reconciliation and monthly BACS payments in accordance with terms.
The directors have published all statutory documents on the company website, including details of policies regarding Data Protection and Modern Slavery.
Driving Excellence is actively promoted throughout the business, with a strong focus around its core values relating to its customers, employees and stakeholders.
Customers are surveyed throughout all areas of the business, with reports shared weekly with the customer care and management team, so that any concerns can be identified and rectified immediately when they arise.
Employees throughout the business are rewarded for providing great customer service, and results show an overall customer satisfaction rate of 98%.
d) The impact of the company’s operations on the community and the environment.
The company actively seeks to support the communities that are local to the trading operations. During the year examples would be the sponsorship of local sporting teams, donations to local charitable events, and allowing employee engagement to spend time working for local good causes and events.
The company is committed to continuing a green programme converting aged and high energy use equipment, such as heating and LED lighting including movement sensors where possible.
e) The desirability of the company maintaining a reputation for high standards of business conduct.
The company actively promotes its core values of driving excellence for its customers (through its expertise, integrity and family like care), its colleagues (through respect, collaboration and opportunity), and its stakeholders (through professionalism and consistent performance). Demonstration of any of the core values is actively encouraged and recognized by management.
As part of the formal induction process, every new starter is walked through the core values by the Group Managing Director.
Wilson & Co is proud of the continuing outstanding results in the numerous customer surveys that are monitored and then results are reported upon weekly.
f) The need to act fairly as between members of the company.
As a board of directors, the intention is to behave responsibly towards all our stakeholders and treat them fairly and equally, so they too may benefit from the success of the business. All key stakeholders meet on a regular basis to ensure shareholder views are fairly represented in key decisions.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2024.
The results for the year are set out on page 11.
No ordinary 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 company uses various financial instruments which include bank, financial institution and stock loans, cash and various items such as trade debtors and trade creditors that arise directly from operations. The main purpose of these financial instruments is to raise finance for the company’s operations. Their existence exposes the company to a number of financial risks.
The main risks arising from the company’s financial instruments are liquidity risk, interest rate risk and credit risk. The directors review and agree policies for managing each of these risks which are summarised below.
The company seeks to manage risk by ensuring sufficient liquidity is available to meet foreseeable needs to invest cash assets safely and profitably.
The company's policy throughout the year has been to achieve this objective through the day to day involvement of management in business decisions rather than through setting maximum or minimum liquidity ratios.
The company finances its operations through a mixture of bank and other external borrowings. The company's exposure to interest rate fluctuations on its borrowings is managed by the use of fixed and floating facilities. The balance sheet includes trade debtors and creditors which do not attract interest and are therefore subject to fair value interest rate risk.
The company policy throughout the year has been to achieve its objective of managing interest rate risk through day to day involvement of management in business decisions rather than through setting maximum or minimum levels for the level of fixed interest rate borrowings.
The company's principal financial assets are cash and trade debtors. The credit risk associated with cash is limited as the counterparties have high credit ratings assigned by international credit-rating agencies. The principal credit risk therefore arises from its trade debtors.
In order to manage credit risk, the directors set credit limits for customers based on a combination of payment history and third party credit references. Credit limits are reviewed by the finance director on a regular basis in conjunction with debt ageing and collection history.
The directors have had regard to the need to foster the company’s business relationships with suppliers, customers and others, this is noted above in the company’s statement on Section 172(1).
The directors continue to actively assess new opportunities that meet the medium-to-long-term strategic objectives of the business. With a strong focus on sustainable growth and expansion in both current and new markets, the business will continue to nurture its relationships with existing brand partners and new partners, including new entrants into the UK marketplace.
In addition, it will continue to re-invest in its current facilities to ensure they deliver a great experience for both employees and customers.
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.
We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2024 UK Government’s Conversion Factors for Company Reporting.
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £m turnover, the recommended ratio for the sector.
We have invested in LED lighting installations where possible and continue to upgrade facilities with LED and sensors where feasible.
We continue to monitor our consumption of electricity and gas through the use of half hourly meter reads under a 3rd party energy management programme.
We have invested in EV charge points during the year and have changed our demonstrator vehicle fleet from ICE to EV, reducing our fuel consumed for owned transport whilst serving increased customer demand.
We recycle our dry waste where possible with our carefully selected suppliers, and carefully select 3rd parties to recycle our hazardous waste collections.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Wilson & Co. (Motor Sales) Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
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.
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: valuation of used vehicle stocks and recognition of supplier incentives. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks the company operates in, focussing 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 included the company's FCA regulatory requirements.
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 inappropriate valuation of used vehicle inventory, 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 addressing the risk of fraud through inappropriate recording of supplier incentives, ensuring amounts recorded as due were then subsequently acknowledged as such by the supplier;
In assessing the risk of fraud through management override of controls, testing the appropriateness of journal entries and assessing whether judgements made in making accounting estimates are indicative of potential bias.
There are inherent limitations in the audit procedures described above and the further removed non-compliance 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 profit and loss account has been prepared on the basis that all operations are continuing operations.
Wilson & Co. (Motor Sales) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Hewitts Avenue, Hewitts Circus, Humberston, Grimsby, Lincolnshire, DN36 4SE.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of RJTK Investments Ltd. These consolidated financial statements are available from its registered office, Hewitts Avenue Hewitts Circus, Humberston, Grimsby, South Humberside, DN36 4SE.
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 credited or charged to profit or loss.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Under supply agreements with vehicle manufacturers, the company has access to consignment stock during a consignment period. Where the nature of these supply agreements transfers the risks and rewards to the company, which in substance gives the company control over the stock during the consignment period and liabilities in respect of holding costs, the company recognises these stocks on the balance sheet, together with the corresponding liability. Consignment stock has been included within the financial statements of £4,740,895 (2023: £4,145,981).
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
In determining the net realisable value of stock, management takes into account the most reliable evidence available at the dates the estimates are made. The company’s core business is continuously subject to technology changes which may cause stock obsolescence. Moreover, future realisation of the carrying amounts of stock is affected by price changes in different market segments. Both aspects are considered key sources of estimation uncertainty and may cause significant adjustments to the company stock within the next financial reporting period.
The company estimates the useful lives of property, plant and equipment based on the period over which the assets are expected to be available for use. The estimated useful lives of property, plant and equipment are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of the assets.
Based on management's assessment as at 31 December 2024, there is no change in estimated useful lives of those assets during the year. Actual results, however, may vary due to changes in estimates brought about by changes in factors mentioned above.
The whole of turnover is attributable to the company's principal activity of motor retail.
All turnover arose in the UK.
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2023 - 4).
The directors consider themselves to be key management within the business.
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Stock to the value of £8,765,303 (2023: £6,232,011) is pledged as security for the company's liabilities by virtue of a debenture over all the assets of the company.
Included within stock are consigned vehicles to the sum of £4,740,895 (2023: £4,145,981). The corresponding liability is included within trade creditors.
Obligations under finance leases are secured upon the assets to which they relate.
Included within trade creditors is vehicle funding amounting to £8,765,303 (2023: £6,232,011) which is secured over the vehicles to which it relates.
Obligations under finance leases are secured upon the assets to which they relate.
Bank overdrafts are secured by way of a debenture held over all assets of the company, together with a first legal charge over the company's freehold property.
The other loan amounting to £443,659 (2023 - £Nil) is repayable over 5 years. The loan attracts interest at 6% per annum.
Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
Contributions totalling £31,496 (2023 - £25,942) were payable to the fund at the reporting date.
Ordinary shares and Ordinary A shares rank pari passu.
The capital redemption reserve is a non-distributable reserve and represents the nominal value of shares repurchased by the company.
Includes all current and prior period retained profits and losses, less dividends paid.
The company has entered into a joint agreement with the following companies to guarantee the liabilities of the RJTK Investments Limited Group with Barclays Bank plc:
Wilson & Co (KIA) Limited
S. Cropley Limited
Automotive Hub Limited
WCO Properties Limited
At the year-end, the total drawn bank facilities for the group headed up by RJTK Investments Limited were as follows:
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| 2024 |
| 2023 |
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Loans and overdrafts |
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| 4,999,999 |
| 5,400,000 |
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The company is party to a cross guarantee arrangement with its related subsidiary undertakings in respect of Lombard vehicle stocking loans. The total amounts drawn across the group at 31 December 2024 were £12,166,525 (2023 - £10,401,375).
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The company has taken advantage of the exemption available in FRS102 whereby it has not disclosed transactions with its 100% parent company or fellow subsidiary undertakings.