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

The company operates entirely in the UK automotive market, with the UK car market showing a 2.6% increase in new car registrations when compared to 2023.

The zero emission cars, Battery Electric Vehicles (BEV), share of the car market showed a modest increase of 3.1% to 19.6% in 2024 compared to 16.5% in 2023, with the increase driven mainly by fleet and business registrations, with retail demand still subdued. Resulting in the overall BEV registrations being below the Zero Emission Vehicle (ZEV) mandated target of 22% for 2024.

After a period of significant expansion with the acquisition of both Style Motors Ltd (Trading as SMC) and Quest Motor Group Ltd in late 2023, 2024 was a year of consolidation, integrating the people, systems and processes. The group Dealer Management System was implemented across both acquired businesses and we strengthened the senior management structure at both site and regional levels.

The group continued to invest in its dealerships, with a number of manufacturer projects carried out within the year and planned for early 2025 completion:

• SLM Toyota in Norwich was upgraded to the latest Toyota Retail Concept specification.

• SMC Renault & Dacia in Aldershot was upgraded with the latest Renault / Dacia Corporate Identity.

• Our Cupra & Seat business at Wych Hill Woking, was upgraded to be a solus “Cupra Garage” Q4 2024, with completion scheduled for Q1 2025. Planning at the same time to relocate the existing Seat new car franchise to our second showroom at St Johns Road in Woking during 2025, whilst retaining the Seat Authorised Repairer status at Wych Hill.

• A further Toyota Retail concept update has been scheduled for SLM Toyota in Hastings in Q1 2025.

The business continues to face pressure from rising operating costs, most of which cannot be passed onto customers, due to the ongoing cost of living pressures.

The strategic focus in 2024 was on consolidation, integration and addressing underperforming areas, while maintaining strong standards of customer service. No further expansion is planned in the near future.

Financials

The financial performance for 2024 was below expectations, with material losses arising in three areas of the business. These areas have since been addressed through targeted actions and corrective measures.

Strategy

Key actions undertaken during 2024 included:

• Integration of acquisitions into the Group through the implementation of our group Dealer Management System, providing improved visibility, control, and operational efficiency.

• Strengthening of executive succession planning and senior management structures to support long-term leadership capability.

• Restructuring of unprofitable business areas, accompanied by targeted cost-saving measures and the identification of additional income opportunities.

• Enhancement of efficiency through the centralisation of core functions, including accounts and marketing.

• Introduction of improved employee benefits, wellbeing initiatives, and flexible working arrangements to support retention and attract new talent to the business.

As a result of continued and unsustainable losses at one of our locations in Tunbridge Wells, notice was issued to the relevant manufacturers of our intention to vacate the site in order to eliminate further losses. The lease assignment for the property was completed in October 2024.

During 2024, we undertook a significant restructuring programme of our newly acquired Quest Motors Group business, designed to reduce costs and strengthen the long-term operational framework. This included material headcount reductions, the centralisation of key functions, and the implementation of our group dealer management system. These measures were introduced to drive greater efficiency, improve control, and enhance gross profitability across all departments.

Also, to streamline, simplify and improve efficiencies within the overall group structure we “hived up” our Quest Motor Group Ltd business, assets, and liabilities into St Leonards Motors Ltd. This reduces administrative and compliance costs. This consolidation streamlines operations, making management and decision-making more efficient while also enhancing transparency for stakeholders.

In Q2 2024 we implemented our group Dealer Management System into Style Motors Ltd (trading as SMC), to introduce further efficiencies, visibility and control, enabling centralised accounting functions. Restructured senior management for further cost savings and efficiencies.

Senior Management also concentrated on addressing underperformance across the group, with a focus on improving efficiencies, driving sales growth, increasing gross profit, and reducing operating costs.

Following the headcount reduction measures introduced across the group in 2024, it was crucial to continue prioritising the wellbeing of remaining employees at all sites. Morale was maintained through consistent use of clear communication channels, ensuring all staff were kept informed.

During the year, the Group recorded a significant loss, reflecting a combination of challenging market conditions, increased operating costs, and one-off restructuring expenses. While these results are disappointing, the Board has taken decisive action to address the underlying issues, including restructuring our senior management team where required, integrating the acquisitions into the group and implementing a cost-efficiency programme to improve our profitability, and focusing investment on areas of sustainable growth. We remain confident in the resilience of our business model and are already seeing early benefits from these measures in 2025. Looking ahead, the group is focused on consolidating the benefits of these changes, with a strategic emphasis on sustainable growth within our core market areas, improved resilience and delivering long-term value for our stakeholders.

There are various risks and uncertainties which could have an impact on group performance, some of which are beyond our control. All risks and uncertainties are assessed by the board of directors and mitigated where possible, the principal ones being as set out below.

Manufacturers supply of new and improved products:

The group is reliant on the manufacturers for the supply of new motor vehicles and to produce desirable products that meet the needs and demands of customers. We mitigate this risk from any one manufacturer by being partners with a number of manufacturers.

Used Electric Vehicle (EV) price volatility:

The fluctuations in used EV values from manufacturer / government initiatives and incentives which in the past has resulted in used stock EV values dropping. We manage this risk by data driven stock purchasing.

Zero Emission Vehicle (ZEV) mandate:

With the target of 22% being missed in 2024, the new BEV 2025 target of 28% looks to be a challenge for manufacturers and the dealer network. We will ensure our marketing is competitive and our sales teams are fully trained to take advantage of every opportunity to sell a BEV.

Competition:

The vehicle sales and aftersales markets are highly competitive. Mitigated by focusing on customer retention, pricing and customer service.

Group, people and reputation:

The group has invested heavily in its people and reputation over a number of years. It is reliant on its employees, to a degree, in delivering the performance required at each site and reinforcing the groups reputation by delivering great customer service. The group regularly review remuneration, training and benefits packages to ensure it retains and attracts the best people.

Economic Downturn:

The success of the business is reliant upon consumer spending. An economic downturn, which reduces consumer confidence and spending will have an impact on the business’s income. Senior management keep abreast of economic conditions and if a significant downturn is experienced, our market and pricing strategy will be updated to reflect market conditions.

Information Technology:

We have is reliant on Information Technology across the group and any disruption to any of our I.T. systems could have a significant impact on the operation and efficiency of the business. Senior management constantly review systems with their I.T. partner to ensure all business needs are met. We also review the disaster recovery and business continuation plans with our I.T. partner to ensure they are maintained. We are looking to move from Cyber Essentials to Cyber Essentials plus during 2025, to further increase protection.

Future developments:

The Directors plan to focus on consolidation and efficiencies in all areas of the existing business, with no immediate plans for expansion.

The group will continue to reduce operating costs without compromising income or customer service.

The directors of St.Leonards Motors Limited consider, both individually and collectively, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in S172 (1) (a) - (f) of the Companies Act 2006) in the decisions taken during the year ended 31 December 2024.

• Our plan was designed to have a long-term beneficial impact on the group and to contribute to its success in delivering a high quality of service across all areas of our business.

• Our team members are fundamental to the delivery of our plan. We aim to be a responsible employer in our approach to the pay and benefits our team members receive. The health, safety and well-being of our team members is one of our primary considerations in the way we do business.

• Engagement with suppliers and customers is key to our success. We meet with our major manufacturing partners regularly throughout the year and take appropriate action, where necessary, to prevent involvement in modern slavery, corruption, bribery and breaches of competition law.

• Our plan takes in to account the impact of the group operations on the community, environment and our wider social responsibilities, in particular how we comply with environmental legislation, pursue waste saving opportunities and react promptly to local community concerns.

• Our intention is to behave responsibly and ensure that management operate the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours and in doing so, will contribute to the delivery of our plan. The intention is to nurture our reputation, through both the construction and delivery of our plan that reflects our responsible behaviour.

• Our intention is to behave responsibly towards our shareholders and treat them fairly and equally, so they too may benefit from the successful delivery of our plan.

Further details of how we engage and take account of the interests of our stakeholders are given below.

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 motor dealer, together with associated activities and the distribution of parts and accessories.

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 group uses various financial instruments which include bank, financial institution and stock loans, cash and various items such as trade debtors and trade creditors that arise directly from operations. The main purpose of these financial instruments is to raise finance for the group’s operations. Their existence exposes the group to a number of financial risks.

The main risks arising from the group’s financial instruments are liquidity risk, interest rate risk and credit risk. The directors review and agree policies for managing each of these risks which are summarised below.

The financial position of the company, its cashflows, liquidity position and borrowing facilities have all been reviewed for at least 12 months from authorisation of these financial statements.

The company’s forecasts and projections show that the company will be able to operate within the level of its current funding arrangements. The company has regular contact with its external funders and no matters have been drawn to its attention to suggest that any facilities might be withdrawn.

The group finances its operations through a mixture of bank and other external borrowings. The group's exposure to interest rate fluctuations on its borrowings is managed by the use of fixed and floating facilities. The balance sheet includes trade debtors and creditors which do not attract interest and are therefore subject to fair value interest rate risk.

The principal risk arises from trade debtors and in order to manage the risk, senior accounts management will set credit limits based on past payment history and third-party credit references. These limits are regularly reviewed and adjusted when necessary.

The group gives full consideration to applications for employment from disabled persons where the requirement of the job can be adequately fulfilled by a person with disabilities. Where an existing employee becomes disabled, it is company policy, wherever practicable, to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate.

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.

The audit business of UHY Hacker Young Manchester LLP was acquired by Cooper Parry Group Limited on 30 September 2024. UHY Hacker Young Manchester LLP has resigned as auditor and Cooper Parry Group Limited has been appointed in its place.

In accordance with the company's articles, a resolution proposing that Cooper Parry Group Limited 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.

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.

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.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £m, the recommended ratio for the sector.

During the reporting period, £1m has been invested in site upgrades. We also continue to monitor and regularly review gas and electricity consumption across our Toyota sites, with the majority of those sites receiving targeted consumption reports on a daily 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.

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. It has done so in respect of reporting on future developments and engagement with key stakeholders.

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 group 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 group is aware of that information.

We have audited the financial statements of St.Leonards Motors 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 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 loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's 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 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 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 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.

Extent to which the audit was considered capable of detecting irregularities including fraud

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

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, we considered the following:

• the nature of the industry and sector, control environment and business performance

• any matters we identified having obtained and reviewed the company’s documentation of their policies and procedures relating to:

  • identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance,

  • detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

• the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and

• the matters discussed among the audit engagement team and involving relevant internal specialists, including tax, and industry specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: valuation of used vehicle stocks and recognition of supplier incentives. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks the company operates in, focussing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. These included the company's FCA regulatory requirements.

Our procedures to respond to risks identified included the following:

• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• enquiring of management and those charged with governance concerning actual and potential litigation claims;

• in addressing the risk of fraud through inappropriate valuation of used vehicle inventory, assessing net realisable value of stock items sold after the year end was above cost or assessing their value with reference to third party data sources if unsold.

• in addressing the risk of fraud through inappropriate recording of supplier incentives, ensuring amounts recorded as due were then subsequently acknowledged as such by the supplier;

• in assessing the risk of fraud through management override of controls, testing the appropriateness of journal entries and assessing whether judgements made in making accounting estimates are indicative of potential bias.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

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

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,029,880 (2023 - £269,358 loss).

St.Leonards Motors Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 3 John Macadam Way, St. Leonards-On-Sea, East Sussex, England, TN37 7SQ.

The group consists of St.Leonards Motors 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 group. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention as modified by the revaluation of freehold properties and to include investment properties 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’: Carrying amounts, interest, income/expense and net gains/losses;

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

The financial statements of the company are consolidated in the financial statements of St. Leonards Motors (Holdings) Limited and there financial statements may be obtained from Companies House.

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 St.Leonards Motors Limited together with all entities controlled by the parent company (its subsidiaries).

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.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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

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

Turnover from commission's receivable is recognised when the amount can be reliably measured and it is probable that the group will receive the consideration.

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 7 years.

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

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

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

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in or .

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

At each reporting period end date, the 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

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

Consignment stock

Consignment vehicles which bear considerably more of the risks and responsibilities of ownership are regarded effectively as being under the control of the group and, in accordance with FRS 102 are included in stocks on the Statement of Financial Position, although legal title has not passed to the group. The corresponding liability is included within trade creditors and is secured directly on these vehicles.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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

Financial instruments are recognised in the 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.

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, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

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.

Vehicles held on consignment have been included in stocks on the basis that the company has determined that it holds the significant risks and rewards attached to those vehicles.

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.

Stock valuation is regularly monitored against age profile and market demand. Management use a number of market tools during the appraisal process including CAP valuation guides. The directors maintain oversight of ageing stock profiles and a monthly review of any provision required is performed.

The annual depreciation and amortisation charge for tangible and intangible assets is sensitive to changes in the estimated useful economic lives of the assets so these are re-assessed annually and amended when necessary to reflect current estimates. See the accounting policies note for the useful economic lives for each class of assets.

All turnover arose within the United Kingdom.

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 4 (2023 - 4).

The actual credit 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 profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

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

Included in vehicle stock is £4,231,774 (2023: £2,412,359) in relation to consignment stock.

During the year an impairment reversal of £193,170 (2023: loss of £226,310) was recognised against stock.

All vehicle stock is pledged as security for the group's vehicle funding and bank facilities.

Vehicle funding within trade creditors totalling £12,363,987 (2023: £15,030,793) are secured directly against the relevant vehicle stocks and by way of a fixed and floating charge over the assets of the group.

Included within trade creditors is £4,231,774 (2023: £2,412,359) in relation to consignment stock.

Other loans relate to the following:

Loan for £891,667 (2023: £991,666) is with Toyota Financial Services and is being repaid in monthly instalments until 2033. Interest is charged at 3% above the Bank of England Base Rate (BBR).

Loan for £1,220,000 (2023: £1,500,000) is a current overdraft facility with Toyota Financial Services until 2024. Interest is charged at 3.25% above the Bank of England Base Rate (BBR).

A new loan for £960,428 is with Toyota Financial Services and is being repaid in monthly instalments until 2029. Interest is charged at 4% above the Bank of England Base Rate (BBR).

A second new loan for £500,000 is with Toyota Financial Services and is being repaid in monthly instalments until 2027. No interest is incurred.

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

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.

This reserve records the nominal value of shares repurchased by the company.

This includes all current and prior period retained earnings.

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:

The ultimate controlling parent company is considered to be St Leonards Motors (Holdings) Limited, which owns 100% of the issued share capital within St.Leonards Motors Limited.

There is no single ultimate controlling party.