REGISTERED NUMBER: 04968449 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2024

for

SUTTON PARK HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

7

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

Directors:

D Fulton

J L Shannon

C Thomas

M P Yarwood

Secretary:

J L Shannon

Registered office:

37 Lichfield Street

Burton On Trent

Staffordshire

DE14 3RH

Registered number:

04968449 (England and Wales)

Auditors:

S&W Audit

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

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

Review of business

The principal activity has remained that of a privately owned car dealership group, with this company being the holding company and trading via Sutton Park Motor Company Limited.

Sutton Park Motor Company Ltd is a privately owned Motor Dealer Group with 7 locations across the Midlands, representing 3 Brands.

The business continues to show solid growth in the year and has now cleared all long term debt and only periodically making use of the overdraft facility.

The change in Manufacturer's new car production impacted upon used vehicle values particularly in the last quarter and adjustments have been made to trading to eliminate excess stockholder in the first quarter post year end.

The Directors remain confident in the stability of the business moving forward, which allows for consideration should future opportunities arise.

Principal risks and uncertainties

The principal risks and uncertainties are considered to be:

a) GENERAL ECONOMIC CONDITIONS

The group and company operate in a retail environment and are therefore reliant on consumer spending.

The UK government has currently increased interest rates to curb the rising inflation and to reduce consumer spending. As a result, the directors have adapted the business over the previous 12 months, and will continue to monitor economic conditions and further government announcements in these areas to mitigate the impact on the group and company.

b) MANUFACTURER RELATIONSHIPS AND SUPPLY

The group relies on the strength of its relationships with the vehicle manufacturers to deliver a significant component of group trading. Changes in the strategy of those key manufacturers could materially impact the group's results. Linked to this the group is reliant on new vehicle products from its franchise partners and therefore there are risks regarding available, quality and pricing of new products set by the manufacturers. It is in the manufacturers best interests to be competitive in this area and therefore the risk is considered low, and is offset by other core areas such as used vehicles sales, parts sales and service work.

c) USED VEHICLE PRICES

Used vehicles price movements can present a significant risk in the event that the market price moves rapidly between the point of purchase and point of sale of a used vehicle which impacts anticipated margins. Used vehicles stocks are regularly monitored with a focus on stock turn to reduce the length of time that used vehicles are in stock, and review prices to ensure they remain competitive to achieve this.

d) COMPETITION AND PEOPLE

The market is highly competitive with various alternatives that customers can look to. The company is proud of its reputation for customer service, quality and value to mitigate this risk.This reputation is due to investment in people and training over the years, to reinforce the Sutton Park brand. The group undertakes regular reviews of remuneration and packages to ensure that it attracts and retains its best people.

Section 172(1) statement

The directors confirm that they have acted in a way that they considered to be in good faith, and to promote the success of the group for the benefit of its members as a whole, and in doing so have had regard (amongst other matters) to the issues below:

- the likely consequences of any decisions in the long term

- the interests of the group's employees

- the need to foster the group's business relationships with suppliers, customers and others

- the impact of the group's operations on the community and the environment

- the desirability of the group maintaining a reputation for high standards of business conduct

- the need to act fairly as between members of the group

Key performance indicators

The directors consider that the key performance indicators are as follows:

2024

2023

Turnover

£149,378,133

£146,037,665

Gross profit

£5,088,081

£4,971,309

Gross margin

3.41%

3.40%

Return on capital employed

6.91%

9.72%

On behalf of the board:

C Thomas - Director

27 August 2025

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

Principal activity

The principal activity of the group in the year under review was that of a car dealership group.

Dividends

The total distribution of dividends for the year ended 31 December 2024 will be £110,500 (2023 - £250,000)

Future developments

The directors consider that the business will be well placed to take advantage of any future opportunities which may present themselves.

Directors

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

D Fulton

J L Shannon

C Thomas

M P Yarwood

Financial instruments

The group uses various financial instruments including loans, overdrafts, cash and various items such as trade debtors and trade creditors that arise directly from operations. The group does not use derivative financial instruments.

The existence of these financial instruments exposes the group to a number of financial risks, which are described in more detail below:

a) Liquidity risk

The group makes efforts to manage the financial risk by the monitoring of cashflow to ensure that the group is able to meet its foreseeable debts as they fall due and the invest any cash assets profitably.

b) Interest rate risk

The group sometimes uses bank borrowings to finance its operations during peak periods. Due to the limited use of this facility the directors do not deem it necessary to hedge against interest rate fluctuations. Bank loans are taken out at market rates considered to be affordable by the directors.

c) Credit risk

The group's financial assets are cash and trade debtors. The credit risk associated with cash is minimal. To manage credit risk with trade debtors the directors have implemented processes to ensure receipt of cleared funds for vehicle sales before the vehicle is released. Other trade debtors require approved credit in advance which is supported by references and payment is required within the group's credit terms.

Engagement with employees

Why is it important to engage

Ways to engage

Stakeholders' key interests

Engagement between our employees and our customers is the primary method by which we are able to exhibit the Sutton Park brand. Our employees are fundamental in delivering the customer experience and the key to business success

Recognition and reward environment, regular training and apprenticeship programmes

Career progression, remuneration and benefits, training and development, employee interaction and well-being

Engagement with suppliers, customers and others

Why is it important to engage

Ways to engage

Stakeholders' key interests

Engagement with our supply chain ensures that we are able to supply our customers with the models and aftersales products they desire whilst maintaining supply security as far as possible.

Regular supplier meetings to build upon long term relationships, product updates, corporate image maintenance and infrastructure support

Logistical efficiencies, cost efficiencies, maintenance of quality product supply and good workings relationship

Engagement with our customers enables us to understand our customers' need, deliver relevant products and aftersales services in order to retain existing customers and attract new ones

Brand TV and radio advertising, face to face, telephone, website, social media and satisfaction surveys

Availability of range and aftersales services together with convenience, reliability and trust

Statement of corporate governance arrangements

The group and company is exempt from the disclosure requirements in this area.

Streamlined energy and carbon reporting

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.

Our methodology to calculate our greenhouse gas emissions is based on the 'Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance (March 2019)', using DESNZ's 2023 and 2024 conversion factors as applicable. In some cases, consumption has been extrapolated from available data or direct comparison made to a comparable period.

We report using a financial control approach to define our organisational boundary. We have reported all material emission sources required by the regulations for which we deem ourselves to be responsible and have maintained records of all source data and calculations.

During the reporting period, no energy efficiency actions have been taken. The table below includes total energy consumption (reported as kWh) and greenhouse gas emissions for the sources required by the regulations, along with our intensity ratio.

01/01/2024 - 31/12/2024

01/01/2023 - 31/12/2023

Total Energy Consumption - Used for Emissions Calculation (kWh)

1,687,071

1,468,412

Gas Combustion Emissions, Scope 1 (tCO2e)

111.2

104.4

Purchased Electricity Emissions, Scope 2 (tCO2e)

113.0

107.2

Vehicle Fuel Combustion Emissions, Scope 1 (tCO2e)

116.6

81.6

Vehicle Fuel Combustion Emissions, Scope 2 (tCO2e)

4.3

-

Vehicle Fuel Combustion Emissions, Scope 3 (tCO2e)

2.4

2.2

Total Gross Reported Emissions (tCO2e)

342.6

295.4

Turnover (£m)

149.4

146.0

Intensity Ratio: Turnover (tCO2e / £m)

2.3

2.0

Disclosure in the strategic report

The directors' review of the business and, and their considerations of the risks and uncertainties surrounding the business, may be found in the Strategic Report.

Statement of directors' responsibilities

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable 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 company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

On behalf of the board:

C Thomas - Director

27 August 2025

Opinion

We have audited the financial statements of Sutton Park Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the report of the directors, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the report of the directors. 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 the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page six, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

- Identifying and assessing the design and effectiveness of controls that management has in place to prevent and detect fraud;

- Understanding how those charged with governance considered and assessed the potential for override of controls or other inappropriate influence over the reporting process;

- Challenging assumptions and judgements made by management in its significant accounting estimates, in particular stock provision by reference to events after date and CAP guide;

- Identifying and testing journal entries, in particular any journals posted we considered to be unusual. This included the use of audit data analytic software;

- Performing extended substantive testing on revenue streams, with a focus on existence and cut-off; and

- Assessing the extent of compliance with applicable laws and regulations.

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 for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Antony Sassen FCA (Senior Statutory Auditor)

for and on behalf of S&W Audit

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

28 August 2025

Turnover

4

149,378,133

146,037,665

Cost of sales

(144,290,052

)

(141,066,356

)

Gross profit

5,088,081

4,971,309

Administrative expenses

(3,941,185

)

(3,398,980

)

Operating profit

6

1,146,896

1,572,329

Interest receivable and similar income

22,773

-

1,169,669

1,572,329

Interest payable and similar expenses

7

(312,894

)

(263,823

)

Profit before taxation

856,775

1,308,506

Tax on profit

8

(275,345

)

(336,177

)

Profit for the financial year

581,430

972,329

Profit attributable to:

Owners of the parent

581,430

972,329

Profit for the year

581,430

972,329

Other comprehensive income

Revaluation

-

1,425,000

Income tax relating to other comprehensive income

-

(356,250

)

Other comprehensive income for the year, net of income tax

-

1,068,750

Total comprehensive income for the year

581,430

2,041,079

Total comprehensive income attributable to:

Owners of the parent

581,430

2,041,079

Fixed assets

Tangible assets

11

13,470,000

13,307,075

Investments

12

-

-

Investment property

13

-

-

13,470,000

13,307,075

Current assets

Stocks

14

20,028,313

16,400,777

Debtors

15

4,924,857

3,067,676

Cash in hand

2,627

3,141

24,955,797

19,471,594

Creditors

Amounts falling due within one year

16

21,725,949

16,600,788

Net current assets

3,229,848

2,870,806

Total assets less current liabilities

16,699,848

16,177,881

Provisions for liabilities

20

1,013,894

962,857

Net assets

15,685,954

15,215,024

Capital and reserves

Called up share capital

21

1,000

1,000

Revaluation reserve

22

4,273,894

4,273,894

Retained earnings

22

11,411,060

10,940,130

Shareholders' funds

15,685,954

15,215,024

The financial statements were approved by the Board of Directors and authorised for issue on 27 August 2025 and were signed on its behalf by:

C Thomas - Director

Fixed assets

Tangible assets

11

-

-

Investments

12

1,000

1,000

Investment property

13

12,600,000

12,600,000

12,601,000

12,601,000

Current assets

Debtors

15

603,467

419,192

Cash at bank

124,179

97,584

727,646

516,776

Creditors

Amounts falling due within one year

16

192,444

335,511

Net current assets

535,202

181,265

Total assets less current liabilities

13,136,202

12,782,265

Provisions for liabilities

20

825,894

820,857

Net assets

12,310,308

11,961,408

Capital and reserves

Called up share capital

21

1,000

1,000

Retained earnings

22

12,309,308

11,960,408

Shareholders' funds

12,310,308

11,961,408

Company's profit for the financial year

459,400

1,562,157

The financial statements were approved by the Board of Directors and authorised for issue on 27 August 2025 and were signed on its behalf by:

C Thomas - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

1,000

10,217,801

3,205,144

13,423,945

Changes in equity

Dividends

-

(250,000

)

-

(250,000

)

Total comprehensive income

-

972,329

1,068,750

2,041,079

Balance at 31 December 2023

1,000

10,940,130

4,273,894

15,215,024

Changes in equity

Dividends

-

(110,500

)

-

(110,500

)

Total comprehensive income

-

581,430

-

581,430

Balance at 31 December 2024

1,000

11,411,060

4,273,894

15,685,954

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1,000

10,648,251

10,649,251

Changes in equity

Dividends

-

(250,000

)

(250,000

)

Total comprehensive income

-

1,562,157

1,562,157

Balance at 31 December 2023

1,000

11,960,408

11,961,408

Changes in equity

Dividends

-

(110,500

)

(110,500

)

Total comprehensive income

-

459,400

459,400

Balance at 31 December 2024

1,000

12,309,308

12,310,308

Cash flows from operating activities

Cash generated from operations

1

(212,178

)

1,930,608

Interest paid

(312,894

)

(263,823

)

Tax paid

(197,610

)

(300,197

)

Net cash from operating activities

(722,682

)

1,366,588

Cash flows from investing activities

Purchase of tangible fixed assets

(288,895

)

(614,367

)

Interest received

22,773

-

Net cash from investing activities

(266,122

)

(614,367

)

Cash flows from financing activities

Loan repayments in year

-

(975,575

)

Amount introduced by directors

136,250

279,679

Amount withdrawn by directors

(246,250

)

(644,106

)

Equity dividends paid

(110,500

)

(250,000

)

Net cash from financing activities

(220,500

)

(1,590,002

)

Decrease in cash and cash equivalents

(1,209,304

)

(837,781

)

Cash and cash equivalents at beginning of year

2

(43,384

)

794,397

Cash and cash equivalents at end of year

2

(1,252,688

)

(43,384

)

1.	Reconciliation of profit before taxation to cash generated from operations

2024

2023

£

£

Profit before taxation

856,775

1,308,506

Depreciation charges

125,970

111,423

Finance costs

312,894

263,823

Finance income

(22,773

)

-

1,272,866

1,683,752

Increase in stocks

(3,627,536

)

(6,026,139

)

(Increase)/decrease in trade and other debtors

(1,857,181

)

278,221

Increase in trade and other creditors

3,999,673

5,994,774

Cash generated from operations

(212,178

)

1,930,608

2.	Cash and cash equivalents

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

2,627

3,141

Bank overdrafts

(1,255,315

)

(46,525

)

(1,252,688

)

(43,384

)

Year ended 31 December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

3,141

794,397

Bank overdrafts

(46,525

)

-

(43,384

)

794,397

3.	Analysis of changes in net debt

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank and in hand

3,141

(514

)

2,627

Bank overdrafts

(46,525

)

(1,208,790

)

(1,255,315

)

(43,384

)

(1,209,304

)

(1,252,688

)

Total

(43,384

)

(1,209,304

)

(1,252,688

)