REGISTERED NUMBER: 07144347 (England and Wales)

Group Strategic Report, Report of the Director and

Audited Consolidated Financial Statements for the Year Ended 30 November 2024

for

Pearl Forecourts Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

6

Consolidated Statement of Comprehensive Income

9

Consolidated Statement of Financial Position

10

Company Statement of Financial Position

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Statement of Cash Flows

14

Notes to the Consolidated Statement of Cash Flows

15

Notes to the Consolidated Financial Statements

17

DIRECTOR:

H Mohmed

REGISTERED OFFICE:

1 Knowsley Street

Manchester

M8 8QN

REGISTERED NUMBER:

07144347 (England and Wales)

AUDITORS:

Haines Watts Liverpool Limited

Pacific Chambers

11-13 Victoria Street

Liverpool

Merseyside

L2 5QQ

The director presents his strategic report for the Group for the year ended 30 November 2024.

REVIEW OF BUSINESS

I aim to present a balanced and comprehensive review of the development of the business during the year and its position at year end. My review is consistent with the same size and non-complex nature of the business and is written in the context of the risks and uncertainties the Group faces.

The Group's principal activity continues to be the operation of service stations. The Group's service stations are based across the North West of England.

The retail sale of fuel within the UK is competitive. The Group recorded a profit before tax of £6,761,631 (2023: £4,897,161). The director is pleased with the continued expansion of sales in a challenging market. The Group will continue to drive its retail business of fuel in the forthcoming year.

SECTION 172(1) STATEMENT

The Director acts to promote the interests of the business and its key shareholders, which include its staff, suppliers and customers.

Engagement with other stakeholders

The table below sets out our key stakeholders and provides examples of how we have engaged with them throughout the financial period, as well as demonstrating shareholder consideration in the decision making process.

Stakeholders

Our approach to stakeholder engagement

Stakeholder consideration in the Director's decision making

Employees

Our employees are essential to the delivery of our strategic goals and ensuring the delivery of a pleasant experience for our customers when using one of our service stations.Given the cash intensive nature of the service stations, the employees are also key to ensuring controls around cash takings operate effectively as well as ensuring assets, such as cash, fuel and store stock are not misappropriated, such as through theft.

Engagement with staff is frequent through communications to the site manager. The type and purpose of communication can vary depending on the information being communicated.Employees will also receive regular training and updates to ensure the process around cash and inventory is followed and to ensure controls in place around these items are operating as intended.

As the director, I aim to provide clear and up to date information to the employees to ensure they are suitably informed of the direction of the business. Any changes to the business that will impact the employees will be communicated as soon as reasonably possible and the impact of any decisions on the employees will be considered during the initial planning of any changes.

Lenders

Our lenders are essential to the business as they provide liquidity to allow the Group to expand and grow through the acquisition of additional service stations.

To have an open, regular and honest dialogue with our lenders, which providing regular business updates.

I am acutely aware of the importance of the relationship with the Group's lenders as these provide the facilities to allow the Group to continue to grow and achieve our strategic goals.

Customers

Given the nature of the Group's business, interactions with our customers is minimal, and to a certain extend if dependent on the customers need for fuel at any given time. Despite this however, we actively review our service to identify areas that can be improved to improve the customers experience when using one of our service stations.

To have a strong customer focus, and where possible, tailor our service offering to customer needs and tastes.

Customer engagement and repeat customers is something that the Group actively seeks to improve and harbour. This is done through a range of initiatives such as ensuring high quality fuel is consistently available as well as ensuring the customer has a pleasant experience whilst using one of our service stations, for example ensuring the site is clean.

Suppliers

Our suppliers are key to ensuring the high quality service we expect to deliver to our customers, namely ensuring that the tanks are at each site have the necessary level of fuel to meet the daily demands of our customers as well as ensuring the stores on site are adequately stocked.

To have a strong relationship with our suppliers to ensure delivery is on time and, in instances where delays are unavoidable, appropriate solutions can be found.

Ensuring strong supplier relationships is a key focus of the director and ensuring that the already strong relationship is maintained is a key consideration in the decision making process.

KEY PERFORMANCE INDICATORS

Below are the key financial performance indicators used by the director when considering the performance of the Group for the year. Given the nature of the business, non-financial performance indicators offer minimal value when assessing the performance of the Group for the year, as such these are not considered.

30.11.24

30.11.23

Group turnover

£79,692,429

£66,864,757

Gross margin

12.4%

9.8%

Profit after tax

£4,982,884

£3,683,075

Cash position

£4,330,425

£6,192,356

FUTURE DEVELOPMENT

Subsequent to the year end, the Group has acquired Chedgold Limited, an entity in the same industry as the Group.The impact of this acquisition being that the number of service stations owned and managed by the Group have increased.

ON BEHALF OF THE BOARD:

H Mohmed - Director

27 August 2025

The director presents his report with the financial statements of the company and the group for the year ended 30 November 2024.

PRINCIPAL ACTIVITY

The Group's principal activity continues to be the operation of service stations. The Group's service stations are based across the North West of England.

DIVIDENDS

The total distribution of dividends for the year ended 30 November 2024 will be £478,015 (2023: £Nil).

DIRECTOR

H Mohmed held office during the whole of the period from 1 December 2023 to the date of this report.

STREAMLINED ENERGY AND CARBON REPORTING

Given the complexity of the Group's supply chain, as well as the nature of the industry the Group operates in, the director does not believe it is practical to obtain the information outlined in Part 7 of the Companies Act 2006 'Disclosure concerning greenhouse gas emissions'.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Haines Watts Liverpool Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

H Mohmed - Director

27 August 2025

Opinion

We have audited the financial statements of Pearl Forecourts Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 30 November 2024 and of the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

Based on our understanding of the company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the company, which were contrary to applicable laws and regulations including fraud, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principle risks were related to inflated revenue and profit.

Audit procedures performed included:

-

review of the financial statement disclosures to underlying supporting documentation;

-

review of any correspondence with legal advisors, and enquiries of management and those charged with governance around actual and potential litigation and claims;

-

enquiries with company's staff to identify any instances with non-compliance with laws and regulations;

-

enquiries of management and review of monthly management accounts and reports in so far as they related to the financial statements;

-

testing of journals and evaluating, whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud, and evaluating the business rationale of significant transactions outside the normal course of business;

-

undertaking detailed substantive testing of material items and a sample of other items;

-

consideration of the reasonableness of the figures and analytical review, including comparison with previous years and expected trends; and

-

review of the compliance with and effectiveness of internal controls.

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.

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

Use of our report

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

Michael Forshaw FCA (Senior Statutory Auditor)

for and on behalf of Haines Watts Liverpool Limited

Pacific Chambers

11-13 Victoria Street

Liverpool

Merseyside

L2 5QQ

27 August 2025

TURNOVER

3

79,692,429

66,864,757

Cost of sales

69,842,096

60,307,330

GROSS PROFIT

9,850,333

6,557,427

Distribution costs

19,010

-

Administrative expenses

2,806,966

1,960,198

2,825,976

1,960,198

7,024,357

4,597,229

Other operating income

409,424

449,816

OPERATING PROFIT

5

7,433,781

5,047,045

Interest payable and similar expenses

6

672,150

149,884

PROFIT BEFORE TAXATION

6,761,631

4,897,161

Tax on profit

7

1,778,747

1,214,086

PROFIT FOR THE FINANCIAL YEAR

4,982,884

3,683,075

OTHER COMPREHENSIVE INCOME

Revaluation of freehold property

-

17,687,358

Deferred taxation on revaluation

-

(4,421,840

)

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

13,265,518

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

4,982,884

16,948,593

Profit attributable to:

Owners of the parent

4,982,884

3,683,075

Total comprehensive income attributable to:

Owners of the parent

4,982,884

16,948,593

FIXED ASSETS

Intangible assets

11

5,027,901

196,927

Tangible assets

12

41,504,218

21,825,918

Investments

13

-

-

Investment property

14

7,516,894

7,516,894

54,049,013

29,539,739

CURRENT ASSETS

Stocks

15

1,291,637

832,556

Debtors

16

1,188,430

1,236,044

Cash at bank and in hand

4,330,425

6,192,356

6,810,492

8,260,956

CREDITORS

Amounts falling due within one year

17

8,260,222

7,847,523

NET CURRENT (LIABILITIES)/ASSETS

(1,449,730

)

413,433

TOTAL ASSETS LESS CURRENT LIABILITIES

52,599,283

29,953,172

CREDITORS

Amounts falling due after more than one year

18

(15,089,682

)

(1,101,900

)

PROVISIONS FOR LIABILITIES

21

(8,622,811

)

(4,469,351

)

NET ASSETS

28,886,790

24,381,921

CAPITAL AND RESERVES

Called up share capital

22

190

190

Revaluation reserve

23

13,596,644

13,596,644

Retained earnings

23

15,289,956

10,785,087

SHAREHOLDERS' FUNDS

28,886,790

24,381,921

The financial statements were approved by the director and authorised for issue on 27 August 2025 and were signed by:

H Mohmed - Director

FIXED ASSETS

Intangible assets

11

4,830,974

-

Tangible assets

12

41,278,280

21,551,618

Investments

13

2,821,802

2,821,802

Investment property

14

6,541,894

6,541,894

55,472,950

30,915,314

CURRENT ASSETS

Stocks

15

1,291,637

832,556

Debtors

16

1,098,795

973,503

Cash at bank and in hand

4,310,138

6,066,465

6,700,570

7,872,524

CREDITORS

Amounts falling due within one year

17

7,819,329

7,951,955

NET CURRENT LIABILITIES

(1,118,759

)

(79,431

)

TOTAL ASSETS LESS CURRENT LIABILITIES

54,354,191

30,835,883

CREDITORS

Amounts falling due after more than one year

18

(15,923,513

)

(1,101,900

)

PROVISIONS FOR LIABILITIES

21

(8,639,479

)

(4,486,019

)

NET ASSETS

29,791,199

25,247,964

CAPITAL AND RESERVES

Called up share capital

22

190

190

Revaluation reserve

23

13,132,863

13,132,863

Retained earnings

23

16,658,146

12,114,911

SHAREHOLDERS' FUNDS

29,791,199

25,247,964

Company's profit for the financial year

5,021,250

3,846,447

The financial statements were approved by the director and authorised for issue on 27 August 2025 and were signed by:

H Mohmed - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 December 2022

190

6,969,357

463,781

7,433,328

Changes in equity

Total comprehensive income

-

3,815,730

13,132,863

16,948,593

Balance at 30 November 2023

190

10,785,087

13,596,644

24,381,921

Changes in equity

Dividends

-

(478,015

)

-

(478,015

)

Total comprehensive income

-

4,982,884

-

4,982,884

Balance at 30 November 2024

190

15,289,956

13,596,644

28,886,790

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 December 2022

190

8,135,809

-

8,135,999

Changes in equity

Total comprehensive income

-

3,979,102

13,132,863

17,111,965

Balance at 30 November 2023

190

12,114,911

13,132,863

25,247,964

Changes in equity

Dividends

-

(478,015

)

-

(478,015

)

Total comprehensive income

-

5,021,250

-

5,021,250

Balance at 30 November 2024

190

16,658,146

13,132,863

29,791,199

Cash flows from operating activities

Cash generated from operations

1

7,091,460

4,521,110

Interest paid

(672,150

)

(149,884

)

Tax paid

(91,563

)

(679,535

)

Net cash from operating activities

6,327,747

3,691,691

Cash flows from investing activities

Purchase of intangible fixed assets

(4,950,324

)

-

Purchase of tangible fixed assets

(20,014,166

)

(107,338

)

Purchase of investment property

-

(1,621,699

)

Net cash from investing activities

(24,964,490

)

(1,729,037

)

Cash flows from financing activities

Loan repayments in year

(1,187,500

)

(1,962,500

)

New loans in year

18,850,000

-

Amount withdrawn by directors

347,585

(117,321

)

Equity dividends paid

(478,015

)

-

Net cash from financing activities

17,532,070

(2,079,821

)

Decrease in cash and cash equivalents

(1,104,673

)

(117,167

)

Cash and cash equivalents at beginning of year

2

5,435,098

5,552,265

Cash and cash equivalents at end of year

2

4,330,425

5,435,098

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

30.11.24

30.11.23

as restated

£

£

Profit before taxation

6,761,631

4,897,161

Depreciation charges

455,216

412,759

Finance costs

672,150

149,884

7,888,997

5,459,804

(Increase)/decrease in stocks

(459,081

)

231,089

(Increase)/decrease in trade and other debtors

(939,295

)

334,562

Increase/(decrease) in trade and other creditors

600,839

(1,504,345

)

Cash generated from operations

7,091,460

4,521,110

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 30 November 2024

30.11.24

1.12.23

£

£

Cash and cash equivalents

4,330,425

6,192,356

Bank overdrafts

-

(757,258

)

4,330,425

5,435,098

Year ended 30 November 2023

30.11.23

1.12.22

as restated

£

£

Cash and cash equivalents

6,192,356

5,552,265

Bank overdrafts

(757,258

)

-

5,435,098

5,552,265

3.	ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

At 1.12.23

Cash flow

At 30.11.24

£

£

£

Net cash

Cash at bank and in hand

6,192,356

(1,861,931

)

4,330,425

Bank overdrafts

(757,258

)

757,258

-

5,435,098

(1,104,673

)

4,330,425

Debt

Debts falling due within 1 year

(85,600

)

(1,125,921

)

(1,211,521

)

Debts falling due after 1 year

(1,101,900

)

(13,987,782

)

(15,089,682

)

(1,187,500

)

(15,113,703

)

(16,301,203

)

Total

4,247,598

(16,218,376

)

(11,970,778

)

1.	STATUTORY INFORMATION

Pearl Forecourts Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Turnover

Turnover is generated from the sale of fuel to the public through the service stations operated by the Group as well as miscellaneous products through the stores onsite. Turnover represents the value net of value added tax and is recognised at the point of sale.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2018, and another in 2019, is being amortised evenly over its estimated useful life of 10 years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of nil years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

Stocks

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.