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

The directors of Richmond Cars comply with their duty to promote the success of the company for the benefit of its stakeholders as a whole, having regard to:

The groups principal activity is that of the operation of franchised motor dealerships.

The group consists of Richmond Cars Limited, Richmond Cars (Fareham) Ltd, Richmond Cars (Botley) Ltd, and Newmans (Southampton) Limited.

2024 was a challenging year for automotive retail. It was the lowest new retail car market for 25 years. Government policy for the transition to electric vehicles was a major driver for this and saw a significant reduction in new vehicle profit as volume was pushed through corporate channels in place of retail. Fortunately, the company has a very active corporate fleet team who had an exceptional year beating previous year significantly and ending the year almost 200% of budget.

The year was also further impacted by the lack of sales opportunity on regulated financial product following a ruling by the FCA in February, which limited sales through the year, although the company was able to mitigate this during the 4th quarter with the introduction of alternative product.

There continues to be an industry-wide pressure on gross margins however with management's continued close review and control over all aspects of the business and continuing emphasis on customer satisfaction and customer retention we are confident of continued profitability in the future, and indications for 2025 look far more positive.

The directors continue to monitor cash and cashflows closely, and work with banking partners to ensure the groups cash needs are predicted ahead for both capital expenditure requirements as well as normal trading working capital. This is achieved through an approved overdraft and the pooling of cash balances of group companies.

There continues to be a demand for the products we are selling and the services we offer. Our relationship with our franchise partners continues to be very strong and beneficial to both parties. We expect this to continue well into the foreseeable future and the directors expect continuing profits for the group.

The group is subject to a number of risks, but with the new showroom and workshops now fully functional and substantial gains in turnover already achieved, the group is well placed to realise its full growth and profit potential. In this respect, the directors constantly monitor market conditions and modify stocking and pricing policies to manage and reflect the prevailing economic conditions.

Product cycle risk

As new vehicles move through their natural life cycle, the group's ability to maintain adequate margins can be impaired. In order to minimise the impact of this, the directors have developed a broad base of income sources with multiple new vehicle franchises and the generation of significant contributions from non-franchised operations, including used vehicle sales, accident repair, service repair and component sales.

Competition risk

The markets in which the group operates are highly competitive and there is a risk that the group's customers will look to alternative sources for the products and services offered by the group. The directors have mitigated this risk by building a strong reputation for customer service, expanding its manufacturer representation, constantly monitoring quality of work and value for money.

The group continues to monitor competitor activity, customers views and their level of satisfaction and invests significantly in staff training and skills development, from full apprenticeships to continual improvement of all managers.

Stock value risk

The group is exposed as are all businesses in this industry to the risk of the value of its stock in trade falling due to general economic or industry specific factors. The directors mitigate this risk through a two-fold policy of ensuring that the group only carries stock of a suitable profile and price range that is appropriately aged and by a strict monthly write-down policy that immediately recognises any fall in value through its profit and loss account.

Interest rate risk

The group is exposed to changes in rates of interest. The directors review the risks of fluctuations in interest rates on a regular basis whilst analysing general economic conditions. Various sources of funding are used to mitigate risks of fluctuations.

Liquidity risk

This is managed by ensuring that stock levels are carefully controlled and adequate financing arrangements are in place to meet the group's on-going needs by fostering strong relationships with its bankers and franchisor.

Credit and price risk

The company's credit risk is quite limited, and is primarily attributable to its trade debtors. Credit risk is managed by running credit checks on new customers, setting appropriate account limits, and by monitoring payments against contractual agreements.

The sale of the Site in Havant was completed in March 2025 at a significant gain on disposal, with the funds received being used to clear down the mortgage. The group continues to work towards the full disposal of the site in Fareham at which point those funds will also be used to reduce the overall borrowing.

The group continues to grow its reach and in recent months added a new location of Richmond Hyundai Lymington in the New Forest which is a territory adjacent to the existing Richmond Hyundai Southampton. This was a strategically important acquisition of the assets of Everton Garage Ltd and increases the groups presence on the South coast with expansion to the west with Hyundai, the largest franchise in the group’s portfolio.

Planning permission remains in place for the construction of centralised car preparation and distribution facility in Portsmouth which will significantly improve the efficiency within the expanding group operations. At this point no date has been set for the commencement of construction as costings continue to be worked through. However, the group remains committed to expanding and improving existing facilities as opportunities arise.

                December 2024 December 2023 Method of calculation

Return on sales (%)        (0.5)        (0.2)        Profit before tax divided by turnover

Gross margin (%)            6.2        6.5        Gross profit divided by turnover

Capital expenditure (£'000)        3,260        3,828        Investment in capital items in the year

Average number of staff        366        354         Average number taken from payroll records

The directors also review other non financial key performance indicators such as customer satisfaction, employee turnover and absences.

The board continues to encourage involvement of Richmond Cars employees and customers in supporting local communities. During the period Richmond Cars have supported a number of local charities such as Naomi House & Jacksplace and Rowans Hospice as well as national associations such as NSPCC and Macmillan Cancer Support. Sponsorship was also provided to Urbond Volleyball team in the local community.

We continue to work hard with all our supply chain to reduce and eliminate products that are harmful to our environment and have invested heavily in PV solar panels, waste oil burners and clean water wash systems to reduce the effect of our business on the environment, in addition to installing motion sensor and LED lighting at all our sites.

Richmond Cars has a strong ethos of consultation with members of staff at all levels, both formally and informally. Regular meetings are held between local management and employees to allow a free flow of information and ideas.

Richmond Cars recognises that life isn’t just about work and our comprehensive rewards package is designed to help our people live their life to the best and be regarded for the results they deliver. This includes a wide range of core benefits such as an employee benefits platform that provides store discounts and vouchers, as well as a childcare voucher scheme. We regularly survey our employees to gain their feedback, offering flexible working opportunities and structured training and professional development opportunities, as well as resources which support both individual and family wellbeing, enabling our colleagues to balance their work and home life effectively.

It is the Group’s policy to agree terms with its suppliers, terms of settlement which are appropriate for the markets in which they operate, and to abide by such terms where suppliers have also met their obligations.

Richmond Cars continues to work with its suppliers in a collaborative partnership manner to ensure combined success.

The company has made qualifying third party indemnities for the benefit of its directors during the period and remain in force at the date of this report.

Financial risk management

The Group’s growth has been supported by our lending partners with individual subsidiaries supported through intercompany loans. The Group is financially strong and it complements its operational and competitive strengths.

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 and group continued to be that of a franchised retail motor dealership.

The results for the year are set out on page 13.

During the year the directors declared a dividend of £1,017,000 (2023: £810,000).

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

The directors are satisfied that the current market value of the group's property are reflected in the financial statements following a valuations obtained by an independent third party.

The group made the following political donations in the current year:

Conservative Party - £28,960

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

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

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

In accordance with the company's articles, a resolution proposing that Moore (South) LLP be reappointed as auditor of the company will be put at a General Meeting.

This section includes our mandatory reporting of energy and greenhouse gas emissions for the period 1 January 2024 to 31 December 2024, pursuant to the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, implementing the government's Streamlined Energy and Carbon Reporting (SECR) policy.

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2021 and 2022 UK Government’s Conversion Factors for Company Reporting.

We have reported all available material emission sources in terms of energy and gas usage, vehicle combustion emissions for delivery vehicles and business travel by employees.

The EV consumption is included in total electricity usage, minimal transport is used in the course of business and employee use of vehicle fund their energy usage privately.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per full time employee due to the consistency year on year to provide comparable reporting.

All Richmond sites now have solar panels in place, including the newly constructed site in Bognor Regis and Portsmouth. The company returns all surplus energy generated to the national grid.

The company takes green energy very seriously and has invested heavily in this technology. The franchises and manufacturers we are in partnership with are leaders in EV technology. (MG, Hyundai and Skoda (VW)).

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

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 auditor of the company 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 auditor of the company is aware of that information.

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 group and company, 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Richmond Cars Limited (the 'parent company') and its subsidiaries (the 'Group') for the year ended 31 December 2024 which comprise of the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 group's and the parent 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 or group’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

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

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

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

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

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

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

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

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

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company and group.

Our approach was as follows:

• The engagement partner selected a team for the audit, led by persons who had the required competence and skills to be able to identify or recognise non-compliance with laws and regulations, having previous experience in similar assignments.

• We obtained an understanding of the legal and regulatory requirements applicable to the company and group considered that the most significant from the perspective of the financial statements are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

• We obtained an understanding of how the company and group complies with these requirements through discussions with management and those charged with governance. We also reviewed available correspondence with regulators to identify any known instances of non-compliance or suspected non-compliance with laws and regulations.

• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with responsibility for ensuring legal and regulatory compliance is adhered to and considered the internal controls in place to mitigate identified risks. Management override was identified as a significant risk from our assessment.

• Revenue recognition was also identified as a significant risk due to the timing of the revenue sources and the recognition criteria which could give rise to revenue being recorded other than in accordance with suitable accounting policies.

• We considered the valuation of investments within Richmond Cars Limited, in particular the carrying value of the investments through enquiry of management, reviewing relevant forecasts and financial information on which the valuations are based.

• We assessed the control environment, documenting the systems, controls and processes adopted and undertook an assessment of risks identified in designing our audit approach, which incorporated a combination of tests of controls, analytical review and substantive procedures involving tests of transactions and balances. Any irregularities noted were discussed with management and those charged with governance and we obtained additional corroborative evidence as required.

• The consolidated financial statements of the group incorporate the results of subsidiary entities. Moore (South) LLP are auditors to the significant subsidiaries that are included in the financial statements and the approach adopted is consistent across the group entities. A review is also undertaken in connection with subsidiaries that are not material to the consolidated financial statements.

In response to the risk of impairment of investments we:

• reviewed and discussed managements method for assessing impairment of the investments in the financial statements;

• challenged management’s assumptions and their appropriateness;

• recalculated management's calculations used in the valuation model;

• reviewed cashflow projections used in the valuation model.

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.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s profit for the period was £53,094 (2023 - £621,458 loss).

For the financial year ended 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The member has not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

Richmond Cars Limited (“the company”) is a private company limited by shares domiciled and incorporated in England and Wales. The registered office is The Quay, 30 Channel Way, Ocean Village, Southampton, Hampshire, SO14 3TG.

The group consists of Richmond Cars Limited and all of its subsidiaries.

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, modified to include the revaluation of freehold properties. The principal accounting policies adopted are set out below.

The 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 for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

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

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

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

At the balance sheet date, the group made a loss for the year before property revaluations of £280k (2023: £694k profit) and had net assets as the balance sheet date of £5,538k (2023: £4,221k). Subsequent to the year end, the business continues to trade behind budgeted expectations and has produced a revised 7+5 forecast which shows a net profit for the year. As interest rates continue to fall and retail customer confidence in EVs grow it is expected that the vehicles the group supplies will be in greater demand. As is the case with the vehicle manufacturers the company looks to the government to set out a clearer policy with regard to the future automotive retail market, particularly for electric and hybrid vehicles. The Autumn statement in October is their next opportunity to do this.

Management continue to investigate new ways to conduct business and develop manufacturer relationships, which combined with ongoing capital investments result in the group trading profitably. We continue to enjoy the full support of the bank and our franchise partners, all of whom are kept fully informed on the ongoing cash flow forecasts and financial performance projections.

As a result, the directors believe that the group will be able to continue in business and meet its liabilities as they fall due for a period of at least twelve months from the date of approval of the financial statements.

Turnover represents amounts receivable for goods and services net of VAT and trade discounts. Vehicles sales are recognised at the point at which vehicles are delivered to or collected by customers and the DVLA change of ownership is done.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

Goodwill represents the excess of the cost of acquisition of a business 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 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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

Land and buildings owned by Richmond Cars Ltd, Richmond Cars (Fareham) Ltd, and Richmond Cars (Botley) Ltd were initially measured at cost and subsequently measured under the revaluation model.

Tangible fixed assets are stated at cost less depreciation. Freehold land is not depreciated. Otherwise depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, as follows:

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

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

All of the groups tangible assets have ascertainable market value which is simple to determine.

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

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

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

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

Inventories held for distribution at no or nominal consideration are measured at the lower of replacement cost and cost, adjusted where applicable for any loss of service potential.

The finance for deposits on consignment stocks are regarded effectively as being under the control of the company and are included within stock and creditors on the balance sheet, although legal title has not passed to the company. The creditor is secured directly on these vehicles.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories 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.

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 group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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 trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs. 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 group 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 group after deducting all of its liabilities.

Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

Trade payables 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 payables are recognised initially at transaction price.

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 group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group 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 group.

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

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

Deferred tax 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 income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the 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 non-current assets.

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

Termination benefits are recognised immediately as an expense when the 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 statement of financial position 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 leased asset are consumed.

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

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

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised 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.

Consideration has been given by the directors to the level of provision against vehicle stocks. In determining the provision required the directors have used guidance from independent valuation tools and their knowledge of the industry.

In assessing whether there have been any indicators of impairment to assets, the board consider both internal and external sources of information such as market conditions and experience of recoverability. There have been no indicators of impairments identified during the financial period under review.

The group depreciates tangible fixed assets and amortises goodwill over their estimated useful economic lives, having regards to the anticipated residual value of the respective assets. The estimation of the useful economic lives of the assets is based on historic performance as well as expectations about future use, requiring estimates and assumptions to be applied. The actual lives of tangible fixed assets, and goodwill can vary depending upon a variety of factors including the relationship with each dealer franchise, the geographical location of the outlets and the car models, including the move towards electric vehicles.

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

Their aggregate remuneration comprised:

The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

In addition to the amount charged to the income statement, the following amounts relating to tax have been recognised directly in other comprehensive income:

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

Freehold and leasehold land and buildings for the Group with a carrying amount of £29,977,075 (2023 - £25,964,403) (Parent £25,842,580, 2023 - £17,770,649) have been pledged to secure borrowings of the company. The company is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.

There is a verbal agreement in place from Mr M R Nobes, that Richmond Cars Limited has the right to ownership of the leasehold property for a period of 125 year.

Land and buildings owned by Richmond Cars Ltd, previously carried at £16,608,399, were revalued as at 31 December 2024 to £23,005,000.

A professional valuation was undertaken by Colliers, an independent property expert and Chartered Surveyor, who valued the portfolio (excluding one property sold after the reporting date but prior to the valuation) at £20,805,000 on 1 July 2025. The valuation was performed on the basis of market value, using recent arm’s length transactions of comparable properties.

Management also obtained a second opinion from another independent Chartered Surveyor in respect of one property. Based on this advice, management concluded that an upward adjustment of £800,000 to Colliers’ valuation of that property was appropriate.

One property was sold subsequent to the year end and prior to the professional valuation. As this property was not included in Colliers’ valuation report, it has been measured at its actual sale price of £1,400,000.

Land and buildings owned by Richmond Cars (Fareham) Ltd with a carrying amount of £4,730,773 were revalued on 1 July 2025 to £4,100,000. Land and buildings owned by Richmond Cars (Botley) Ltd with a carrying amount of £3,340,745 were revalued on 1 July 2025 to £3,000,000. All valuations were completed by Colliers, independent valuers not connected with the group on the basis of mark value. The valuations conform to International Valuation Standards and were based on recent market transactions on arm's length terms for similar properties.

The cost of the land included in freehold land and buildings owned by Richmond Cars (Botley) Ltd which is not depreciated total £615,000.

If land and buildings were measured using the cost model, the amounts owned by Richmond Cars Ltd, the NBV would be £16,998,342 based on cost of £17,277,512 and depreciation of £279,170, the amounts owned by Richmond Cars (Fareham) Ltd, the NBV would be £3,597,384 (2023: £3,667,666) based on cost of £3,991,914 (2023: £3,977,807) and depreciation of £394,530 (2023: £310,141). The amounts owned by Richmond Cars (Botley) Ltd, the NBV would be £2,459,392 (2023: £2,395,487) based on cost of £2,728,198 (2023 £2,598,366) and depreciation of £268,806 (2023 £202,879).

On revaluation during the year an impairment loss of £1,220,328 (2023: £549,137) was recognised in the profit and loss account.

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

An impairment loss for the Group of £108,942 (2023: £93,945) (Parent £88,706, 2023 £78,105) was recognised in cost of sales against stock during the period due to slow-moving and obsolete stock.

The carrying amount for the Group of inventories includes £22,165,321 (2023: £23,883,427) (Parent £13,176,753, 2023: £16,966,425) pledged as security for liabilities.

Included in stock is consignment stock totalling £2,181,887 (2023: £2,601,491).

Vehicle stocking loans are secured against each individual asset concerned.

The long-term loans and overdrafts are secured by fixed charges over the group's assets.

At the period end there was 1 ongoing bank loan with variable terms and interest rates.

The bank loan is repayable by monthly instalments over 22 years from April 2021. Interest is charged at rates linked to base lending rates with a minimum rate of 3.25%.

Finance lease payments represent rentals payable by the company or group 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 3 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 group and company, and movements thereon:

The deferred tax liability set out above is expected to reverse and relates to accelerated capital allowances that are expected to mature within the same period.

Deferred income represents advances of commissions due for the period 1 January 2025 to 31 December 2025. These advances are secured by the joint guarantee from Richmond Cars (Southampton) and (Guildford) Limited and a director Mr M R Nobes. The advances are interest free and repayable on demand.

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

Full rights are attached to the company "A" shares. The "B" and "C" shareholders are entitled to dividend payments or any other distribution at the option of the directors but do not entitle the bearer a right to attend or vote at meetings and shall not be entitled to a distribution in the event of winding up.

The revaluation reserve relates to the revaluation of freehold buildings and leasehold land and buildings to market value.

The profit and loss account represents cumulative profits or losses net of dividends paid and other adjustments.

As part of Richmond Cars group's banking arrangements the company has given an unlimited multilateral guarantee for the bank borrowings of Richmond Cars (Southampton) Limited and Richmond Cars (Guildford) Limited. At 31 December 2024 the potential liability under this guarantee was £24,693,011 (2023: £25,303,959).

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

At the balance sheet date the company was committed to pay an amount of £nil (2023: £1,612,583) under its Magnets project for construction of a dual franchise dealership and workshop at Fitzherbert Road, Farlington, Portsmouth. Work commenced in May 2023 and was completed in May 2024, and the site commenced trading soon afterwards.

Subsequent to the balance sheet date in March the company completed the sale of its freehold site at West Street, Havant to PZ Properties Ltd for a gross consideration of £1.4 million. In September 2025 the company completed the asset purchase of the stock and fixed assets of Everton Garage Ltd and commenced trading as Richmond Hyundai Lymington under a lease agreement at the premises owned by Everton Garage Ltd, for which the company retains a five-year option to purchase the freehold. Also, in September the company received revised planning approval for the construction of a Centralised Car Preparation & Distribution Facility with a zero value community infrastructure levy applied, at the main site in Farlington, Portsmouth.

The remuneration of key management personnel is as follows.

During the year the company entered into trading transactions with Richmond Cars (Southampton) Limited and Richmond Cars (Guildford) Limited, companies controlled by the directors. These transactions are conducted in accordance with accepted dealer transfer arrangements.

The company sold goods and services totalling £9,837,726 (2023: £8,638,015) to and purchased goods and services totalling £12,264,369 (2023: £9,805,927) from these companies in the period.

At the balance sheet date Richmond Cars Limited was owed £2,676,855 (2023: £3,113,300) by Richmond Cars (Southampton) Limited and owed £4,651,221 (2023: £4,809,680) to Richmond Cars (Guildford) Limited.

At the balance sheet date Newmans (Southampton) Limited was owed £197,694 (2023: £2,793) by Richmond Cars (Southampton) Limited and was owed £95,000 (2023: Nil) by Richmond Cars (Guildford) Limited

At the balance sheet date Richmond Cars (Botley) Ltd owed £175,380 (2023: £39,629) to Richmond Cars (Southampton) Limited and was owed £97,293 (2023: £187) by Richmond Cars (Guildford) Limited.

At the balance sheet date Richmond Cars (Fareham) Ltd was owed £313,600 (2023: £234,155) by Richmond Cars (Southampton) Limited and owed £373,000 (2023: was owed £50,000) to Richmond Cars (Guildford) Limited.

Management charges of £589,000 (2023: £696,000) were charged to Richmond Cars (Southampton) Limited for management and administration services provided.

Management charges of £635,000 (2023: £569,000) were charged to Richmond Cars (Guildford) Limited for management and administration services provided.

At the balance sheet date the company was owed £1,400,560 (2023: £1,371,110) from Richmond Properties, an entity controlled by the director. In addition, the company has made loans of £1,003,114 (2023: £977,096) to Richmond Property Holdings (Portsmouth) Limited, a company in which Mr M R Nobes is director and shareholder.

The company owed £2,066 (2023: £1,107) to a director as at the year end.

An unlimited multilateral guarantee has been given to the company's bankers to secure all liabilities of Richmond Cars (Southampton) Limited and Richmond Cars (Guildford) Limited.

In addition, a director, Mr M R Nobes has given a personal guarantee to secure the company bank facilities and the Hyundai stock funding plan.

The company has taken advantage of the exemption conferred by section 33.1A of FRS102 not to disclose transactions with other wholly owned subsidiaries within the group as consolidated accounts, including the subsidiary undertakings, are publicly available.

Dividends totalling £910,000 (2023 - £810,000) were paid in the year in respect of shares held by the company's directors.

The following amount was owed from the director to the parent company and therefore the group.

Interest free loans have been granted by the group to its directors as follows:

The ultimate controlling party is Mr M R Nobes, a director and shareholder.