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

Subsidiary Undertaking

The sole subsidiary of the group is Halliwell Jones (North Wales) Limited, a franchised motor dealer and repairer of motor vehicles.

Results

Turnover increased by 6.3% versus the previous year driven by growth in new car sales and in corporate sales. However margin pressure in the industry and inflationary impacts on costs resulted in gross profit reduction being 2.7%. Inflationary pressure further impacted administrative expenses resulting in a 7% increase. The profit before taxation was £1,702,070 for the year compared with a profit of £3,340,492 for the previous year, which the directors consider satisfactory.

The principal risks and uncertainties facing the business are outlined below:

Economic conditions

The group is exposed to risk and uncertainty from changes in economic conditions both through impacts to consumer demand and to the group directly through impacts to our cost base. Whilst consumer confidence in the UK remains low, through the strength of the vehicle brands we offer and the exceptional customer service provided, demand for our products and services continues to grow. The group has also taken steps to manage the inflationary impacts on its cost base through actively managing borrowing (and therefore interest costs) and regularly reviewing supplier contracts.

Manufacturer relationships

The group operates franchised BMW and MINI motor car dealerships and works in close partnership with the manufacturer to ensure our mutual objectives are achieved. We depend on the vehicle manufacturers' financial condition, marketing, vehicle design, production and distribution capabilities, reputation, management and industrial relations. A failure by a manufacturer in the areas noted could lead to significant losses. Vehicle manufacturers provide sales incentives, warranty and other programs that are intended to promote new vehicle sales. A withdrawal or reduction in these programs would have an adverse impact on our business. The directors are not aware of any significant issues with respect to the vehicle manufacturer relationship and continue to invest in first-class infrastructure and the highest standards of customer service to support these mutual objectives.

Liquidity and financing

Liquidity and financing risks relate to our ability to pay for goods and services required to trade on a day to day basis. We have three main sources of financing facilities: from banks and BMW Financial Services (GB) Limited by way of committed borrowing facilities and from suppliers by way of trade credit. A withdrawal of financing facilities or a failure to renew them as they expire could lead to a significant reduction in the trading ability of the group. The directors monitor the cash position of the group on a weekly basis and expect the existing facility arrangements to continue for the foreseeable future.

Regulatory compliance risk

The group is subject to regulatory compliance risk which can arise from a failure to comply fully with laws, regulations or codes, for example those set out by the Financial Conduct Authority. Non-compliance can lead to fines, suspension or other enforcement activity. The group is an appointed representative of ITC Compliance for both general finance and insurance products, who provide compliance and regulatory support to assist the group in meeting these obligations.

In 2024, the Financial Conduct Authority (FCA) began an investigation into Discretionary Commission Arrangements (DCAs) in automotive finance. The group ceased sales involving DCAs when required to do so in 2021. In October 2024, the Court of Appeal then ruled that any historic DCAs were unlawful unless they were paid with the customer’s fully informed consent. Separately, the Supreme Court in August 2025 provided its ruling on three separate Commission Disclosure cases. The FCA subsequently announced its intention to consult on a redress scheme covering both DCA agreements and the output from the Supreme Court ruling. The directors continue to monitor the outcome of these events but do not consider that provisions are required in respect of any exposures that may arise.

The group is dependent on the efficient and uninterrupted operation of its information technology and computer systems, which are vulnerable to damage or interruption from power loss, telecommunications failure, sabotage, cyber-attack or similar misconduct. The group has appropriate security protocols in place which are regularly tested. The directors undertake regular reviews of the group’s anti-malware and phishing software and engage third-party providers for the latest solutions. Where possible, systems are hosted by third-party providers with significant cloud-based security protocols.

Turnover was £170,502,563 compared to £160,434,919 in 2023, an increase of 6.3%.

Gross Profit was £18,547,542 compared to £19,070,822 in 2023, a decrease of 2.7%. Gross Profit percentage of turnover was 10.9% compared with 11.9% in 2023.

Administrative expenses were £17,596,475 compared to £16,449,354 in 2023, an increase of 7%.

Future developments

The directors remain positive in their outlook for 2025 as customer demand remains strong, supported by loyalty gained from our exceptional levels of customer service. The BMW and MINI product ranges continue to be highly desirable in the marketplace whilst the group continues to invest in its facilities and product range to serve the customers’ needs.

From March 2025, MINI will transition from a wholesale model to an agency model for vehicle sales. Under the agency approach, MINI will transact directly with customers for new car sales, set vehicle pricing centrally, and retain responsibility for vehicle stock. The group will act as an agent, continuing to provide the physical touchpoint with the customer, completing the sales process, customer interaction and vehicle delivery.

The directors do not believe this change will have a material impact on the group’s financial performance or position.

This statement by the board describes how the responsibilities under s172(1)(a) to (f) of the Companies Act 2006 have been approached in the financial period ended 31st December 2024.

The directors consider that they have acted in good faith to promote the success of the group on behalf of the stakeholders, in relation to matters set out in s172 of the Act.

The stakeholders of the business include the employees, customers and suppliers of the business.

The directors monitor and review strategic objectives against long term growth plans and regular reviews at departmental and board level are held across the business in the key areas. These areas being Health, Safety, Quality and Environment, Financial Performance, Operations, Human Resources and Risks and Opportunities (HSQE).

HSQE is considered to be fundamental to the management of the business by the directors. Safe working practices that minimise environmental impact are key to the success of the business and are vitally important for our stakeholders, the communities and the environments we work in.

The fundamental principle in the governance of Halliwell Jones (Warrington) Limited is the clear, fair and trusting approach to all interactions with employees, customers and suppliers. This is reflected in the length of service of employees and management teams and the longevity of the relationships with our customers and suppliers.

The group has built and continues to grow the business on a reputation for delivering excellent customer service. The group, through the senior management and employees, strives continuously to improve in every aspect products and services it provides, for the mutual benefit of all stakeholders.

The group enjoys good relationships with suppliers in relation to credit arrangements and takes a firm approach to debtor management. Payment terms reduce the risk to the business whilst the process for debt collection minimises the risk of non payments.

The directors have overall responsibility for delivering the group's strategy and values and for ensuring high standards of governance. The primary aim of the directors is to promote the long term sustainable success of the group to generate benefit for the stakeholders. Throughout the next financial year, the directors will continue to review, improve and challenge the engagement with all stakeholders.

The group's employees, customers and suppliers are critical to the success of the business and so it is recognised that engagement is an important aspect in those relationships.

The directors recognise and understand that it is important to keep employees informed of all matters concerning them and does this in a number of ways including meetings together with verbal and written communications. The policy of the group is to discuss with employees any issues that arise in accordance with relevant procedures or legislation.

The group has an equal opportunities policy and is committed to the principles within the policy in respect of all stakeholders.

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 franchised motor dealer and repairer of motor vehicles.

The results for the year are set out on page 12.

No ordinary dividends were paid. 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 auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.

MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2024 UK Government’s Conversion Factors for Company Reporting

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £million revenue.

The motor industry continues in a period of transition following UK government announcements regarding the sale of new petrol and diesel vehicles. The current situation is that petrol and diesel car production will cease at 2030 with hybrid production continuing up until 2035. The group supports the creation of a more environmentally friendly transport infrastructure and we are committed to ensuring we are prepared for the future needs of our customers. During 2024 the group completed a major project to enhance its vehicle charging capacity.

The group is committed to a continuing review of its operating energy efficiency and routinely undertakes detailed monitoring of gas and electric usage. The company already utilises energy efficient systems, such as LED lighting systems and building energy management systems.

Manufacturer requirements with regards to standards relating to charging customers' cars may contribute to some increased electricity usage for the group, but such charging replaces the same charge a customer would undertake.

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 refer to note 1.2 and have concluded that it is appropriate to prepare the accounts on a going concern basis.

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 Halliwell Jones (Warrington) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise 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 the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 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 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 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 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 procedures we carried out and the extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

• Enquiries with management about any known or suspected instances of non-compliance with laws and regulations;

• Enquires with management about any known or suspected instances of fraud;

• Examination of journal entries and other adjustments to test for appropriateness and identify any instances of management override of controls;

• Review of legal and professional expenditure to identify any evidence of ongoing litigation or enquiries.

• Auditing the risk of fraud in revenue, including through the testing of a sample of customer orders to ensure revenue is complete in the financial statements and recognised in the correct accounting period.

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

A further description of our responsibilities 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.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £952,389 (2023 - £1,595,147 profit).

Halliwell Jones (Warrington) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Halliwell Jones (Warrington) Limited, Winwick Road, Warrington, WA2 8HY.

The group consists of Halliwell Jones (Warrington) 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 certain financial instruments at fair value. 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 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: 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 consolidated financial statements incorporate those of Halliwell Jones (Warrington) Limited and its sole subsidiary controlled through its power to govern the financial and operating policies so as to obtain economic benefits.

All financial statements are made up to 31 December 2024.

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.

The directors have prepared an assessment of the company's performance, position, available facilities and ability to continue to trade for a period of more than 12 months from the date of approving these financial statements. Consequently the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval and have therefore prepared the financial statements on a going concern basis.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services rendered, net of trade discounts and Value Added Tax.

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

Revenue from the rendering of services is measured by reference to the stage of completion when the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable.

On acquisition of a subsidiary or business, fair values are attributed to the net tangible assets acquired. Where the fair value of the consideration exceeds the aggregate value of these assets the difference is treated as goodwill. Goodwill arising is capitalised on the group balance sheet and amortised in equal instalments over its useful economic life. In the absence of indications to the contrary, the useful economic life is assumed to be five years. Provision is made for any impairment.

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 recognised in the profit and loss account.

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, 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.

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). 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.

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.

Stocks are stated at the lower of cost and net realisable value. Cost of vehicles and parts represents the purchase price plus any additional costs incurred. Where necessary, provision is made for obsolete, slow moving and defective stock.

Vehicles on consignment are included in stock when substantially all of the principal benefits and inherent risks rest with the company. The corresponding liability is included under creditors.

Cash at bank and in hand are basic financial assets and include cash in hand and deposits held at call with banks.

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 balance sheet 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 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.

All of the groups financial assets are classed as basic financial assets.

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 creditors, bank loans and loans from fellow group companies, 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.

All of the groups financial liabilities are classed as basic financial liabilities.

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 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 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 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 if, and only if, there is 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.

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.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Determining both the useful economic life and the residual value of tangible fixed assets requires an estimation of both the length of time that the group expects to use the asset for and the future selling price that the group expects to be achieved for the asset at the end of the useful economic life. These are reviewed annually on an asset by asset basis. There is not expected to be a material difference in the value of the assets given the estimations used.

Stocks are stated at the lower of cost and net realisable value. The value of all used vehicles as well as the provision for slow moving and obsolete stock can have a significant effect on the stock valuation in the financial statements. A comprehensive review of the stock holding is carried out regularly.

Turnover is derived from activities in the UK.

The average monthly number of persons (including directors) employed by the group and 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 1 (2023 - 1).

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

No provision has been made for deferred tax on gains recognised on adopting previous revaluation as deemed cost as, in the opinion of the directors, no liability would become payable should the property be disposed of at the revalued amount.

Long leasehold is included at a previous valuation which has been adopted as deemed cost at the date of transition to FRS 102.

Historic cost

Freehold property

Listed investments included above:

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

Consignment liabilities are secured over the vehicles concerned.

Bank loan interest was charged at 1.50% per annum above the Sterling Overnight Index Average (SONIA). The loan was repaid during 2023.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

It is not possible to quantify the amounts expected to reverse over the upcoming twelve months owing to uncertainties over the capital expenditure of the group.

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.

There are unlimited cross company guarantees on bank borrowing facilities and loans between Halliwell Jones (Warrington) Limited, Halliwell Jones Limited, Halliwell Jones (Chester) Limited, Halliwell Jones (North Wales) Limited, Halliwell Jones Holdings Limited, Halliwell Jones Holdings (Chester) Limited, Halliwell Jones (Wilmslow) Limited, Halliwell Jones (Wilmslow) Bodyshop Limited and Roundel Limited. Freedom Rental Limited and Halliwell Jones Deva Limited were also parties to the guarantees at the date of signing.

The potential liability at 31st December 2024 under this guarantee is £24,542,693.

Security is as detailed in note 18.

The group has a trading agreement with an associated vehicle rental company called Freedom Rental Ltd. The substance of this agreement is that the company pays a commission to Freedom Rental Ltd when a car is rented, but guarantees to purchase such cars from Freedom Rental Ltd at the end of their rental period. When such cars are issued on rental it is anticipated that these cars will ultimately make profits when sold by the group, but market conditions could cause a loss to be incurred. The group is exposed to purchasing £1,214,526 of cars at the year end and any anticipated losses are provided for within accruals.

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:

Amounts contracted for but not provided in the financial statements:

On 7 July 2025, Halliwell Jones (Warrington) Limited entered into a new loan agreement with NatWest amounting to £10,000,000.

The facility is secured by way of a cross-company guarantee.

As the loan was entered into after the reporting date, no liability has been recognised in these financial statements as at 31 December 2024. The directors consider this to be a non-adjusting post balance sheet event and the details are disclosed here for completeness.

During the year the group entered into the following transactions with related parties:

By virtue of being a trustee of a related pension scheme, a director is directly interested in rents paid to the scheme of £132,000 (2023 £112,500).

During the year the group maintained various loans with directors relating to vehicle credit sale agreements. These loans were interest free, with statutory interest declared as a benefit in kind. The company sold 10 vehicles at cost to two directors totalling £637,276 and purchased 11 vehicles from two directors totalling £755,411.                    

At the year end, amounts totalling £237,656 (2023: £355,792) were due from directors in respect of credit sale agreements for four vehicles.            

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

Key management personnel and the directors are the same, and therefore the group has taken the exemption under FRS 102 33.7A to not disclose key management personnel remuneration.

By virtue of P Jones being a trustee and a beneficiary of the Halliwell Jones (Chester) Supplementary Pension Scheme, which owns 100% of the voting share capital, the company is controlled by P Jones.