REGISTERED NUMBER: 01968351 (England and Wales)

GROUP STRATEGIC REPORT, DIRECTORS' REPORT AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

PENTRAETH HOLDINGS LIMITED

Page

Company information

1

Group strategic report

2

Directors' report

3

Report of the independent auditors

5

Consolidated income statement

9

Consolidated other comprehensive income

10

Consolidated balance sheet

11

Company balance sheet

13

Consolidated statement of changes in equity

15

Company statement of changes in equity

16

Consolidated cash flow statement

17

Notes to the consolidated cash flow statement

18

Notes to the consolidated financial statements

20

DIRECTORS:

K W Jones

J G Jones

W M Jones

SECRETARY:

P A Kirkham

REGISTERED OFFICE:

Henffordd Garage

Pentraeth Road

Menai Bridge

Anglesey

LL59 5RW

REGISTERED NUMBER:

01968351 (England and Wales)

SENIOR STATUTORY AUDITOR:

Catherine Elaine Davies

AUDITORS:

J V Banks

Chartered Accountants and Statutory Auditors

Banks House

Paradise Street

Rhyl

Denbighsire

LL18 3LW

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

REVIEW OF BUSINESS

The Group operates franchised dealerships in North Wales, selling new and used vehicles and providing servicing, warranty and bodyshop facilities. For the year ended 31 December 2024 the Group recorded a loss before tax of £183,180 (2023: profit £33,746).

Performance was impacted by margin pressures across the industry, limited used vehicle supply, higher interest costs, and staffing changes in aftersales.

Key Financial highlights are as follows :-

2024

2023

% change

Turnover

22,081,561

19,592,976

+ 12.70%

Gross Profit

1,059,247

1,227,988

- 13.74%

Gross Margin

4.80%

6.27%

- 1.47%

Shareholders' Funds

2,756,127

2,680,318

+ 2.83%

Principal Risks and Uncertainties

The Group is exposed to risks common to the motor trade, including:

- Pressure on margins from manufacturers and competitors.

- Residual value risk, particularly in relation to higher value electric vehicles.

- Staffing and operational challenges in aftersales.

- Finance costs linked to stocking loans and other existing facilities

- All the franchise agreements are subject to termination under certain circumstances .

The loss of any key franchises held could have a material effect on the business.

The Directors monitor these risks closely and take steps to mitigate them.

Post Year End Developments and Outlook

Trading in the first quarter of the new financial year returned to profit. The Group's franchise portfolio has been reshaped following the withdrawal of Suzuki, with Subaru expanding into the former site. Aftersales processes and cost controls have been strengthened. The Directors believe these actions will support improved performance in the year ahead.

ON BEHALF OF THE BOARD:

K W Jones - Director

26 September 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 continued to be the operation of retail motor dealerships, selling new and used vehicles.

DIVIDENDS

An interim dividend of 4.167p per share was paid on the Ordinary £1 shares on 29 March 2024. No dividends were paid on the Ordinary B £1 shares.

The total distribution of dividends for the year ended 31 December 2024 will be £ 1,000 .

No dividend is proposed in respect of the year ended 31 December 2024.

DIRECTORS

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

K W Jones

J G Jones

W M Jones

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group strategic report, the Directors' 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 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, J V Banks, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

P A Kirkham - Secretary

26 September 2025

Opinion

We have audited the financial statements of Pentraeth 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 loss 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 Directors' report, 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group strategic report and the Directors' report 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 Directors' report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the Statement of directors' responsibilities set out on page three, 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental (including Waste Electrical and Electronic Equipment recycling (WEEE) Regulations 2013) and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Catherine Elaine Davies (Senior Statutory Auditor)

for and on behalf of J V Banks

Chartered Accountants and Statutory Auditors

Banks House

Paradise Street

Rhyl

Denbighsire

LL18 3LW

26 September 2025

TURNOVER

3

22,081,561

19,592,976

Cost of sales

(21,022,314

)

(18,364,988

)

GROSS PROFIT

1,059,247

1,227,988

Administrative expenses

(1,042,207

)

(1,051,036

)

17,040

176,952

Other operating income

28,043

27,553

OPERATING PROFIT

5

45,083

204,505

Interest payable and similar expenses

6

(228,263

)

(170,759

)

(LOSS)/PROFIT BEFORE TAXATION

(183,180

)

33,746

Tax on (loss)/profit

7

13,020

(14,607

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(170,160

)

19,139

(Loss)/profit attributable to:

Owners of the parent

(170,160

)

19,139

(LOSS)/PROFIT FOR THE YEAR

(170,160

)

19,139

OTHER COMPREHENSIVE INCOME

Land and property revaluation

246,969

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

246,969

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

76,809

19,139

Total comprehensive income attributable to:

Owners of the parent

76,809

19,139

FIXED ASSETS

Intangible assets

10

20,000

20,000

Tangible assets

11

2,988,675

2,810,546

Investments

12

-

-

3,008,675

2,830,546

CURRENT ASSETS

Stocks

13

4,558,266

4,485,420

Debtors

14

398,421

265,300

4,956,687

4,750,720

CREDITORS

Amounts falling due within one year

15

(4,989,363

)

(4,795,634

)

NET CURRENT LIABILITIES

(32,676

)

(44,914

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,975,999

2,785,632

CREDITORS

Amounts falling due after more than one year

16

(151,178

)

(23,600

)

PROVISIONS FOR LIABILITIES

20

(68,694

)

(81,714

)

NET ASSETS

2,756,127

2,680,318

CAPITAL AND RESERVES

Called up share capital

21

30,000

30,000

Revaluation reserve

22

527,036

280,067

Retained earnings

22

2,199,091

2,370,251

SHAREHOLDERS' FUNDS

2,756,127

2,680,318

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

K W Jones - Director

J G Jones - Director

W M Jones - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

2,720,153

2,491,044

Investments

12

300

300

2,720,453

2,491,344

CREDITORS

Amounts falling due within one year

15

(520,223

)

(537,506

)

NET CURRENT LIABILITIES

(520,223

)

(537,506

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,200,230

1,953,838

PROVISIONS FOR LIABILITIES

20

(1,563

)

(1,838

)

NET ASSETS

2,198,667

1,952,000

CAPITAL AND RESERVES

Called up share capital

21

30,000

30,000

Revaluation reserve

527,036

280,067

Retained earnings

1,641,631

1,641,933

SHAREHOLDERS' FUNDS

2,198,667

1,952,000

Company's profit for the financial year

698

666

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

K W Jones - Director

J G Jones - Director

W M Jones - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

30,000

2,353,112

280,067

2,663,179

Changes in equity

Dividends

-

(2,000

)

-

(2,000

)

Total comprehensive income

-

19,139

-

19,139

Balance at 31 December 2023

30,000

2,370,251

280,067

2,680,318

Changes in equity

Dividends

-

(1,000

)

-

(1,000

)

Total comprehensive income

-

(170,160

)

246,969

76,809

Balance at 31 December 2024

30,000

2,199,091

527,036

2,756,127

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

30,000

1,643,267

280,067

1,953,334

Changes in equity

Dividends

-

(2,000

)

-

(2,000

)

Total comprehensive income

-

666

-

666

Balance at 31 December 2023

30,000

1,641,933

280,067

1,952,000

Changes in equity

Dividends

-

(1,000

)

-

(1,000

)

Total comprehensive income

-

698

246,969

247,667

Balance at 31 December 2024

30,000

1,641,631

527,036

2,198,667

Cash flows from operating activities

Cash generated from operations

1

(64,460

)

(259,741

)

Interest paid

(228,263

)

(170,759

)

Tax paid

(268

)

(49,000

)

Net cash from operating activities

(292,991

)

(479,500

)

Cash flows from investing activities

Purchase of tangible fixed assets

(19,596

)

(156,860

)

Net cash from investing activities

(19,596

)

(156,860

)

Cash flows from financing activities

New loans in year

200,000

-

Bank loan repayments in year

(12,737

)

-

Amount introduced by directors

-

2,180

Amount withdrawn by directors

(17,944

)

-

Consignment stocking loans movement

(109,558

)

617,438

Other stocking loans movement

121,700

17,340

Equity dividends paid

(1,000

)

(2,000

)

Net cash from financing activities

180,461

634,958

Decrease in cash and cash equivalents

(132,126

)

(1,402

)

Cash and cash equivalents at beginning of year

2

(309,674

)

(308,272

)

Cash and cash equivalents at end of year

2

(441,800

)

(309,674

)

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

£

£

(Loss)/profit before taxation

(183,180

)

33,746

Depreciation charges

88,436

91,967

Finance costs

228,263

170,759

133,519

296,472

Increase in stocks

(72,846

)

(1,399,093

)

(Increase)/decrease in trade and other debtors

(132,853

)

44,369

Increase in trade and other creditors

7,720

798,511

Cash generated from operations

(64,460

)

(259,741

)

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

£

£

Bank overdrafts

(441,800

)

(309,674

)

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Bank overdrafts

(309,674

)

(308,272

)

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Bank overdrafts

(309,674

)

(132,126

)

(441,800

)

(309,674

)

(132,126

)

(441,800

)

Debt

Debts falling due within 1 year

(1,248,422

)

(48,227

)

(1,296,649

)

Debts falling due after 1 year

-

(151,178

)

(151,178

)

(1,248,422

)

(199,405

)

(1,447,827

)

Total

(1,558,096

)

(331,531

)

(1,889,627

)

1.	STATUTORY INFORMATION

Pentraeth Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Pentraeth Holdings Limited meets the definition of a qualifying entity under FRS102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements, which are presented alongside the consolidated financial statements. Exemptions have been taken in relation to presentation of a cash flow statement, financial instruments and remuneration of key management personnel.

Basis of consolidation

The consolidated profit and loss account and balance sheet include the financial statements of the company and its subsidiary undertakings made up to 31 December 2024. The results of subsidiaries sold or acquired are included in the profit and loss account up to, or from the date control passes. Intra-group sales and profits are eliminated fully on consolidation.