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 £80,663,316 (2023 - £65,568,411) and an operating profit of £1,039,739 (2023 - £867,223). At 31 December 2024 the company had net assets of £2,612,538 (2023 – £3,368,293). The directors consider the performance for the year and the financial position at the year-end to be satisfactory.

Despite an evolving motor retailing environment to include Government intervention on sales mix with enforced Electric Vehicle targeting leading to a declining market, the directors are pleased to report that the business increased its new vehicle registrations across all channels by 37%.

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 continued to invest in its facilities by completing the refurbishment of its KIA sites in accordance with the new Global Store Concept corporate identity scheme, and it commenced the construction of a brand-new purpose built multi-million-pound KIA dealership on a 2-acre site in Boston.

The business carried out a group re-structure during the year to hive up the subsidiaries of Victor Wood (Holdings) Ltd and Victor Wood of Oakham Ltd in order to streamline the business.

The company’s key financial and other performance indicators during the year were as follows:

        2024        2023        

Gross margin     8.2%         7.3%

Operating profit     £1,039,739      £867,223

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 KIA, Omoda and Jaecoo brands. 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 ZEV mandate with BEV targets increasing to 80% of vehicles from 2030.

The directors are confident that future new products from their manufacturers/suppliers will continue to be of high quality, competitively priced and have market leading warranties. This “manufacturer risk” therefore is considered to be minimal.

Economic downturn

The success of the business is reliant on consumer spending. An economic downturn, resulting in a reduction in consumer spending power, will have a direct impact on the income achieved by the company.

In response to this risk, senior management aim to keep abreast of economic conditions and react accordingly. In cases of severe economic downturn, marketing and pricing strategies are modified to reflect the new market conditions, along with a programme of cost reduction.

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 KIA Sportage, X-Ceed and Niro, and more recently introduced models such as KIA EV3, EV6 and EV9, Omoda 5 and Jaecoo 7, and the development of new models such as the soon to be launched KIA EV4 and EV5 and Omoda 3, 5 and 7 with Jaecoo 5 and 8 model range, creating further development of electric and hybrid variants.

The directors believe that the continued uncertainty around the current cost of living crisis driven by price inflation 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 the customer demand for our product remains stable.

The directors continue to actively seek new opportunities to secure the longevity of the business and re-invest in facilities to ensure it meets the standards for both customers and manufacturers for the long term.

The company commenced the refurbishment of sites in line with the new Kia Corporate Identity programme, having completed this at Grantham and Louth, with others to follow.

In addition, the business recently launched its first KGM (formerly SsangYong) brand at one site to increase its market share in the territory and reduce the reliance on individual brands. The directors are looking forward to welcoming new and existing customers to these improved facilities and adding further value to the Drayton Motors brand.

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 marketplace, its diverse product range and commitment to providing a 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.

Non-financial key performance indicators are new and used vehicle units, and retail service hours sold, which were:

            2024         2023

New units        1,386         1,014        

Used units        2,907         1,938

Retail Service Hours    33,379     22,711

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 bring a wide range of experience which is collectively responsible for promoting the long-term success of the company. The directors actively promote the company 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 encourage engagement from its employees via its intranet and social platforms. Our employees actively pursue opportunities for personal development and career progression with the support from management; a culture of inclusion and diversity; rewarding success and 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 group events, invite opinions, questions, and ideas.

The directors recently carried out a group wide employee satisfaction survey which showed a positive result year on year. Drayton Motors was recognised within the industry and has been recently awarded ‘Customer Experience Award’ at the Kia Dealer Excellence Awards.

c) The need to foster the company’s business relationships with suppliers, customers and others.

The directors consider that its relationships with stakeholders is key to the business’s success, ensuring 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.

In addition to being the main shirt sponsor at Boston United Football Club, a position the business has held for 12 seasons, it also sponsors the ladies’ teams ‘Wyberton Wildcats’ and ‘Women in Work.’

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 recognised by management.

As part of the formal induction process, every new starter is walked through the core values by the Group Managing Director.

Drayton Motors is proud of the continuing outstanding results in the customer surveys that are monitored and results reported weekly. Drayton Motors are a multiple award-winning business recognised within the industry for its customer experience, judged by both its peers and its customers.

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 stakeholders and treat them fairly and equally, so they too may benefit from the success of the business. All key stakeholders are kept regularly informed 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 principal activity of the company continued to be that of a motor dealer; including the sale and servicing of passenger cars and commercial vehicles and associated activities.

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

Ordinary dividends were paid amounting to £1,000,000. The directors do not recommend payment of a further 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 manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business.

The company is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans. The company uses interest rate derivatives to manage the mix of fixed and variable rate debt so as to reduce its exposure to changes in interest rates.

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

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 new purpose-built facility in Boston is on track to be completed in 2025, boasting ‘best in class’ sustainability factors, with a forecast EPC rating of A. Getting as close to ‘net zero’ as possible was a key objective for the directors when designing the building, providing not only a great place to work for its employees, but also one that is committed to a cleaner future.

The audit business of UHY Hacker Young 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.

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 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; 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.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of Wilson & Co (KIA) Ltd (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).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The 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 company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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: 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.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Wilson & Co (KIA) Ltd 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.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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 £.

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

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 company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company 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.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Sales of motor vehicles, parts and accessories are recognised on the earlier of full payment by, or delivery date to, the customer. Any other manufacturer income in relation to achieving targets is recognised on an accrual basis. Servicing revenue is recognised on the completion of the agreed work.

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

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.

Interests in subsidiaries, associates and jointly controlled entities 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 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 period end date, the company 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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Buyback vehicles which bear considerably more of the risks and responsibilities of ownership are regarded effectively as being under control of the company and, in accordance with FRS102 are included within stock on the balance sheet. The corresponding liability is included within trade creditors and is secured directly on these vehicles.

Cash and cash equivalents are basic financial assets and 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.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

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.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

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.

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 profit and loss account 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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 profit and loss account, 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 company 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 stock or fixed 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 company 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.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

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.

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 within the United Kingdom.

All turnover arose within the United Kingdom.

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 0 (2023 - 1).

The current directors receive their remuneration from other companies within the RJTK group.

The actual charge/(credit) 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:

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Refer to note 31 for additional detail on the movement within shares on subsidiaries.

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

Registered office addresses (all UK unless otherwise indicated):

The carrying amount of stocks includes £5,120,114 (2023 - £3,932,260) pledged as security for liabilities.

Obligations under finance leases are secured upon the assets to which they relate.

Included within trade creditors is vehicle funding amounting to £8,130,912 (2023: £5,120,114) which is secured over the vehicles to which it relates.

Included within other borrowings is the current portion of a loan from Hyundai Capital UK Limited, amounting to £188,258 (2023: £Nil), and is repayable within 5 years with interest charged at 3.80% above base.

Obligations under finance leases are secured upon the assets to which they relate.

Finance lease payments represent rentals payable by the company for certain items of plant and machinery, and fixtures and fittings. 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 £21,388 (2023: £14,104) were payable to the fund at the reporting date.

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 (Motor Sales) 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:

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:

Amounts contracted for but not provided in the financial statements:

The group has a commitment at the reporting date totalling £226,416 (2023: £358,678) to repurchase vehicles from CBS, at agreed values. The group makes provisions for any vehicles it expects market value to be below repurchase commitment.

At the reporting date legal title had passed to CBS and the group does not have the risks and responsibilities of ownership.

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.

RJTK Investments Ltd is regarded by the directors as being the company's immediate and ultimate parent company.

The controlling party is R Wilson by virtue of his majority shareholding in RJTK Investments Ltd.

During the year the company acquired 100% of Victor Wood of Oakham Limited from its subsidiary Victor Wood (Holdings) Limited.

The company then undertook a group reorganisation whereby the trade and net assets of Victor Wood of Oakham Limited and Victor Wood (Holdings) Limited were transferred to the company.

The transfer was effected at book value and did result in the recognition of a gain in the financial statements of Victor Wood (Holdings) Limited. The assets and liabilities transferred included inventory, receivables, payables and fixed assets.

The transaction has been accounted for in accordance with the principles of FRS 102 Section 19 (Business Combinations and Goodwill), applying the hybrid accounting approach. No new goodwill has been recognised as part of the hive-up.