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

The group's principal activity is a motor trader, operating as 'Wilmoths Citroen', 'Wilmoths DS', 'Wilmoths Maxus' and 'Wilmoths Mitsubishi' from a number of showrooms across the South and South East of England.

The group's key financial and other performance indicators during the current and prior year were as follows:

2024

Turnover (£)            86,320,628

Gross profit (%)        8.98        

Loss before tax (£)        (512,076)

2023

Turnover (£)            92,524,394

Gross profit (%)        7.65        

Loss before tax (£)        (1,068,851)

The results for 2024 show decreased revenue, but an increased gross margin and a decreased loss before tax. This is explained by an increase on margins on used and new vehicles. The 2023 figures were affected by an exceptional one-off impairment in overpriced demonstrators from the manufacturers of £556k and an increase in provision for doubtful debts of £198k. In addition the cost of winding up the motorhomes business was included last year.

Management are expecting 2025 to show improved profitability due to further improved aftersales performance, better used vehicle margins and the beginning of lifting of new vehicle supply constraints later in the year from both Citroen and FIAT. In addition, the company and group are set to benefit from the sale of investment property and the lowering of interest rates in the year.

There are no expected changes to the business structure. During 2025 two further FIAT facilities are to be added within existing facilites and two additional Peugeot Aftersales contracts. Winchester Citroen has been closed in the year.

The group also monitors non-financial key performance indicators which include customer satisfaction, employee turnover and absences.

Review of financial position

At the year end, the group has net assets totalling £4.1m (2023: £4.7m).

The net cash overdraft position has decreased from £7.9m to £1.6m.

The principal risks and uncertainties facing the motor trade business are the continuing ability to meet sales targets of vehicles set by the manufacturers. We work closely with the manufacturers and have a good relationship. The directors remain confident that this risk does not pose a significant threat to the ongoing trade and operations of the company. Increase in bank base rates will add pressure on stock funding.

The principal risks facing the property letting business are from extended periods of property vacancies and interest rate movements having an adverse effect on the return of investment. Nevertheless, the company enjoys the benefit of stable long-term tenants and the directors are of the opinion that these risk are not significant to the company's future business.

The directors are looking to increase representation with other manufacturers within their existing operations and marketing for sale of sites with no further operational use.

Section 172 of the Companies Act 2006 requires a director of a group to act in the way he considers, in good faith, would most likely promote the success of the group for the benefit of its members as a whole. In doing this, section 172 requires a director to have regard to (amongst other matters) the:

• Likely consequences of any decisions in the long term;

• Interests of the group's employees;

• Need to foster the group's business relationships with suppliers, customers and others;

• Impact of the group's operations on the community and environment;

• Desirability of the group maintaining a reputation for high standards of business conduct;

• Need to act fairly as between members of the group.

The Directors understand that how we behave matters, not only to our people, but also to the many stakeholders who have an interest in our business.

We believe that productive business relationships with our suppliers, customers and other key stakeholders are key to the ongoing success of the company and that the interests of relevant parties should be considered when making decisions which may impact them. Though engagement is carried out by those most relevant to the stakeholder or issue in question, the Directors receive updates on engagement that has been undertaken, the reoccurring

questions, concerns raised and the feedback provided by the key stakeholders.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activities of the group in the year under review were those of motor traders and investing in property for letting.

The results for the year are set out on page 10.

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 financial instruments, other than derivatives, comprising borrowing, cash and other liquid resources and various other items such as trade debtors and creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the group's operations. The main risks arising from the group's financial instruments are interest rate risk and liquidity risk. The directors review and agree policies for managing each of these risks and they are summarised below.

The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest any cash assets safely and profitably. The group policy throughout the year has been to ensure continuity of funding by using facilities from the franchisors' approved finance houses and the group's bankers. Short term flexibility is achieved by overdraft facilities. Debt is structured so repayments can be made out of cash generated through operations.

The group finances its operations through a mixture of retained profits, bank borrowings and borrowing from the franchisors' approved finance houses. The group's exposure to interest rate fluctuations on its borrowings is managed by the directors through the monitoring of funding levels and interest rate forecasts.

The board recognises that it is essential for the ongoing success and reputation of the business to foster strong relationships across its customer, supplier, vehicle manufacturer and wider stakeholder community. There is regular engagement with vehicle manufacturers and other suppliers at many levels including senior directors. Customer feedback is encouraged at many points of contact and action is taken to address issues identified in order to make the customer experience a memorable one. The board considers the interests of all shareholders and stakeholders at its regular board meetings and ensures that all stakeholders' interests are considered when it is appropriate to do so.

The directors have a reasonable expectation that the company and group has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt a going concern basis in preparing the annual financial statements.

The company continues to benefit from the support of their bankers and has completed a restructure of its facilities. However in the event that reasonable and plausible downside scenarios materialise and in the absence of successful mitigating actions then further financing may be required to meet the company's cash requirements which is not guaranteed. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern and therefore it may not be able to realise its assets and discharge its liabilities in the normal course of business.

However the directors are confident that its bankers will continue to support the company and if required the directors will be able to take further appropriate actions to protect the interests of stakeholders and have prepared the accounts on a going concern basis.

In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the group 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.

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 £1m of turnover, the recommended ratio for the sector.

The directors are considering implementing solar panels across the various sites.

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.

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.

Strategic report

The directors have chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company'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 the review and analysis of the business during the current year.

We have audited the financial statements of Wilmoths Holdings 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 statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company 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 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.

Material uncertainty related to going concern

We draw attention to note 1.4 in the financial statements which indicates that in the event that reasonable and plausible downside scenarios materialise and in the absence of successful mitigating actions, then further financing may be required to meet the group's cash requirements which is not guaranteed. As stated in note 1.4 these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the group’s ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

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.

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' truereport 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.

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.

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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 statement of comprehensive income and related notes. The company’s loss for the year was £55,215 (2023 - £35,863 loss).

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

Wilmoths Holdings Limited (the 'company') is a private limited company domiciled and incorporated in England and Wales under the Companies Act. The address of the registered office is is given on the company information page and the nature of the company's operations and its principal activities are set out in the directors' report.

The group consists of Wilmoths Holdings 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 £1.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

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 Wilmoths Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

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

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

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

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

The financial statements have been prepared on a going concern basis which assumes that the group will have sufficient funds available to enable it to continue to trade for the foreseeable future, being a period of at least 12 months after the date of approval of the financial statements. In making their assessment the directors have undertaken an in-depth review of the business.true

The group continues to benefit from the support of their bankers and and has completed a restructure of its facilities. However in the event that reasonable and plausible downside scenarios materialise and in the absence of successful mitigating actions then further financing may be required to meet the group's cash requirements which is not guaranteed. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the group's ability to continue as a going concern and therefore it may not be able to realise its assets and discharge its liabilities in the normal course of business.

However the directors are confident that its bankers will continue to support the group and if required the directors will be able to take further appropriate actions to protect the interests of stakeholders and have prepared the accounts on a going concern basis.

The financial statements do not include the adjustments that would be required should the going concern basis of preparation no longer be appropriate.

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.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

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

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

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.

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

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives.

Leasehold improvements, plant and equipment, fixtures and fittings and motor vehicles are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Freehold land and buildings and leasehold land and buildings are initially measured at cost. They are subsequently measured in accordance with the revaluation model, with such assets carrying at their fair value less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the reporting period. The fair value is usually determined by professionally qualified valuers. If an asset’s carrying amount is increased as a result of a revaluation, the increase is recognised in other comprehensive income (‘OCI’) and accumulated in the ‘revaluation reserve’ within equity. However, the increase is recognised in the profit and loss account to the extent that it reverses a revaluation decrease of the same asset previously recognised in profit or loss. Any decrease of an asset’s carrying amount as a result of a revaluation is recognised in OCI to the extent of any previously recognised revaluation increase accumulated in equity, in respect of that asset. If a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in the profit and loss account.

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 income statement.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

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

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

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

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

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

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

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

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

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

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 estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

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

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.

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

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

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

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include 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.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including 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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

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

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

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset 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.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the end of the date of transaction and non-monetary items measure at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlemnt of transactions and from the translation of period-end exchange rate of monetary assets and liabilities denominated in foreign currencies are recognised in consolidated statement of comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and lossed that relate to borrowing and cash and cash equivalents are presented in the consolidated statement of comprehensive income within 'finance income or costs'.

All other foreign exchange gains and losses are presented in consolidated statement of comprehensive income within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

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 critical judgements and estimates that the directors have made in the process of applying the group's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.

Depreciation is provided so as to write down the assets to their residual values over their estimated useful lives as set out in the group's accounting policy. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, product life cycles and maintenance programmes. Useful lives are regularly reviewed and should management's assessment of useful lives shorten/increase then depreciation charges in the financial statements would increase/decrease and carrying amounts of tangible assets would change accordingly.

Judgement is applied by management when determining the residual values for tangible fixed assets. When determining the residual value management aim to assess the amount that the group would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful economic life. Where possible this is done with reference to external market prices.

The group is required to consider, on an annual basis, whether indications of impairment relating to such assets exist and if so, perform an impairment test. In assessing whether there have been any indicators of impairment of assets, the director has considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairment identified during the current financial year.

For assets carried at fair value, management recognise the need to undertake revaluations with sufficient regularity to ensure that the carrying amount does not differ significantly from its fair. The fair value of land and buildings (freehold and investment property) is routinely determined by professionally qualified valuers. Furthermore, management regularly review local property trends to ensure that the carrying amounts of such assets are materially accurate.

The group establishes a provision for receivables that are estimated not to be recoverable. When assessing recoverability management consider factors such as the ageing of the receivables, past experience of recoverability, and the credit profile of individual or groups of customers.

The group makes provision for anticipated tax consequences based on the likelihood of whether additional taxes may arise. Where applicable, the group recognises deferred tax assets to the extent to which it expects to be able to utilise the balances against future taxable profits.

Management apply judgement is assessing the net realisable value of each stock line at the reporting date. Consideration has been given by the directors to the level of provision against vehicle stocks. In determining the provision required, the directors have used guidance from independent valuation tools and their knowledge of the industry and current market outlooks.

Other operating income

Other operating income comprises rent receivable of £251,476 (2023: £239,840)

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

The remuneration of the directors' was borne by subsidiary, Jarretts Motors Limited. Hence there are no payroll costs presented for the company in the current results. In the previous year these were paid through Wilmoth Holdings Limited.

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023- 1).

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

The fair value of the UK freehold land and buildings (group) has been arrived at on the basis of a valuation carried out in January 2022 by Mark Taylor MRICS and James Elliott MRICS (Chartered Surveyors) of CBRE Limited. The individuals are not connected with the company.

The valuations were made on an open market value basis by reference to market evidence of transaction prices for similar properties. The directors do not consider the value of the land to have altered materially between the most recent valuation date and 31 December 2024.

Company - leasehold land and buildings

Historic cost amounted to £265,000 (2023: £265,000).

Group - freehold land and buildings and leasehold land and buildings

Historic cost amounted to £4,386,225 (2023: £4,386,225).

Investment property comprises land and buildings owned by the group and company, which are held for capital accretion and/or rental income.

Certain land and buildings owned by the company were previously recognised as property, plant and equipment. A restatement has been made to reclassify reflect the assets instead as investment property. The reclassification has no impact on net assets as previously reported.

The fair value of the UK investment property has been arrived at on the basis of a valuation carried out in January 2022 by Mark Taylor MRICS and James Elliott MRICS (Chartered Surveyors) of CBRE Limited. The individuals are not connected with the company.

The valuations were made on an open market value basis by reference to market evidence of transaction prices for similar properties. The directors do not consider the value of the land to have altered materially between the most recent valuation date and 31 December 2024.

Company

Historic cost amounted to £7,439,522 (2023: £7,439,522).

Group

Historic cost amounted to £4,866,797 (2023: £4,866,797).

Details of the company's subsidiaries at 31 December 2024 and 31 December 2023 are as follows:

Indirect subsidiary, Standset Limited is 100% owned by Jarretts Motors Limited. All other indirect subsidiary undertakings are 100% owned by Standset Limited.

Standset Limited is a property holding company, with no trading activity. The £1,029 carrying value of investments in subsidiaries relates solely to Standset Limited. The cost of investment has been historically impaired to the extent of share capital held by the entity, and in the absence of a trade, management conclude that there is no scope for a reversal of previous impairments booked.

Subsequent to the year end, subsidiaries Freeborn Motorhomes Limited, Romahome Limited, Special Vehicle Projects Limited, Freeborn Hyundai Limited and S E Thomas Limited were dissolved. The investments had already been impaired in full, in a prior period. Therefore no gain/loss will be realised on the wind-up of these investments.

Freeborn Garages Limited is dormant. As such, it carries at £Nil within fixed asset investments, having been impaired in full in previous periods.

Registered office addresses (all UK unless otherwise indicated):

Details of associates at 31 December 2024 and 31 December 2023 are as follows:

The results of Bartletts Seat Limited are accounted for in accordance with the equity model of accounting, and the group's share of profits presented within the consolidated statement of comprehensive income.

FRS 102 clarifies that where an entity's share of losses in an associate exceed their investment, the deficit does not need to be recognised on the consolidated balance sheet unless there is a constructive obligation to meet the liabilities. The Plough (Cock Marling) Limited is now in liquidation and therefore the group's share of the losses are not recognised within the consolidated group results.

Amounts owed by group undertakings are not subject to a formal loan agreement, are interest free and hence treated as repayable upon demand.

Stocking loans are secured against the vehicle stock.

Consignment creditors are secured against the relevant assets concerned.

Obligations under finance lease arrangements were secured against the relevant assets concerned.

Amounts owed to group undertakings and amounts owed to undertakings in which the group has a participating interest are not subject to a formal loan agreement, are interest free and hence treated as repayable upon demand.

Bank loans and overdrafts are secured against all the properties and assets of the group and a £50,000 guarantee from J Wilmoth.

The company has provided a Composite Company Limited Multilateral Guarantee dated 9 February 2017 given by Jarretts Motors Limited, Wilmoths Holdings Limited, Freeborn Garages Limited, Freeborn Motorhomes Limited and Standset Limited.

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

The deferred tax liability set out above is not expected to reverse within 12 months.

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. Contributions totalling £33,315 (2023: £38,261) were payable to the fund at the reporting date and are included within other creditors.

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:

The operating leases represent leases to third parties.

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

The ultimate controlling party is J Wilmoth by virtue of his controlling interest in the company.

• During the year rent totalling £88,000 (2023: £80,000) was paid by subsidiary, Jarretts Motors Limited, to a pension fund set up for the benefit of J Wilmoth.

• Rent of £60,000 (2023: £60,000) was paid to the company by Care Matters (S.E.) Limited, a company in which J Wilmoth is a mutual director. A balance of £33,818 (2023:£23,318 ) was owed to Wilmoths Holdings Limited at the year end.

• At year end £813,262 (2023: £683,991) is owed from a director, and is included within other debtors of subsidiary, Jarretts Motors Limited. An additional £36,783 (2023: £58,314) is owed to the same director from Wilmoths Holdings Limited, and is included within other creditorsof the group and company. This loan is interest free and repayble upon demand.

• Certain vehicles owned personally by a director are covered by the group's insurance policy, at no cost to the director.

• Within other creditors is an amount of £nil (2023: £8,000) repayable to a director in respect of expenses of the same amount incurred personally on the behalf of Jarretts Motors Limited. This loan is interest free and repayble upon demand.

The company has taken advantage of the exemption available in Section 33.1A of FRS 102, whereby it has not disclosed transactions with any wholly owned subsidiary undertaking of the group.