Company registration number 8823807 (England and Wales)
ROUNDEL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
ROUNDEL LIMITED
COMPANY INFORMATION
Directors
P Jones
J M C Houghton
A G Jones
P H Jones
J P Metcalfe
(Appointed 19 May 2025)
Secretary
M L Clough
Company number
8823807
Registered office
Richard House
9 Winckley Square
Preston
PR1 3HP
Auditor
MHA
Richard House
9 Winckley Square
Preston
PR1 3HP
ROUNDEL LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 7
Directors' responsibilities statement
8
Independent auditor's report
9 - 11
Group statement of comprehensive income
12
Group balance sheet
13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 38
ROUNDEL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

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

Review of business

Subsidiary Undertakings

In December 2024 two of the group companies (Halliwell Jones (Wilmslow) Limited and Halliwell Jones (Wilmslow) Bodyshop Limited) completed their move to new premises at Coppice Way, Handforth. BMW and MINI sales are now combined in the same state-of-the-art premises designed to the group’s specification and in accordance with BMW’s latest Retail.NEXT concept. All aftersales functions operate from the same building along with bodyshop services.

 

The other group companies, Freedom Rental Limited and Halliwell Jones Deva Limited, developed well during the year. Turnover at Freedom Rental Limited grew by 77% whilst turnover at Halliwell Jones Deva grew to £7,791k in its first full year of trading as an INEOS franchise.

 

During the year, INEOS announced that it will be moving from an agency sales model to a wholesale model. Under the franchise approach, Halliwell Jones Deva Limited will take responsibility for holding vehicle inventory, setting retail margins, and managing customer transactions directly, while continuing to provide high-quality service and support to customers.  The directors do not believe this change will have a material impact on the group’s financial performance or position.

 

Results

Turnover increased by 11.3% versus the previous year driven by growth in new car sales. However margin pressure in the industry and inflationary impacts on costs resulted in gross profit reducing by 5.3%. Inflationary pressure further impacted administrative expenses resulting in a 10.4% increase. The loss before taxation was £635,401 for the year compared with a profit of £1,477,680 for the previous year.

 

Principal risks and uncertainties

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

 

Economic conditions

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

 

Manufacturer relationships

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

 

Liquidity and financing

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

 

ROUNDEL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Regulatory compliance risk

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

 

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

Information technology and cyber security

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

Key performance indicators

Turnover was £79,895,880 compared to £71,807,123 in 2023 an increase of 11.3%.

 

Gross profit was £9,504,689 compared to £10,038,965 in 2023 a decrease of 5.3%. Gross profit percentage of turnover was 11.9% compared with 14% in 2023.

 

Administrative expenses were £9,148,163 compared to £8,288,321 in 2023 an increase of 10.4%.

 

Future Developments

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

 

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

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

 

Halliwell Jones (Wilmslow) Limited and Halliwell Jones (Wilmslow) Bodyshop Limited moved to new premises at Coppice Way in 2024 and the directors are optimistic on their outlook for the companies in their first full year operating from one location.

ROUNDEL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Compliance with duty

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

ROUNDEL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

On behalf of the board

J P Metcalfe
Director
30 September 2025
ROUNDEL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

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

Principal activities

The principal activity of the company and group continued to be that of a franchised dealer and repairer of motor vehicles.

Results and dividends

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

Ordinary dividends were paid amounting to £400,000. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

P Jones
G A Howes
(Resigned 30 June 2025)
J M C Houghton
A G Jones
P H Jones
J P Metcalfe
(Appointed 19 May 2025)
Auditor

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.

 

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

Energy and carbon report
2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Gas combustion
886,349
1,047,592
- Electricity purchased
532,521
508,782
- Fuel consumed for transport
496,763
506,381
1,915,633
2,062,755
ROUNDEL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
162.10
191.60
- Fuel consumed for owned transport
112.54
115.96
274.64
307.56
Scope 2 - indirect emissions
- Electricity purchased
110.25
105.35
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
-
-
Total gross emissions
384.89
412.91
Intensity ratio
Tonnes CO2e per £million (revenue)
4.82
5.75
Quantification and reporting methodology

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

Intensity measurement

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

Measures taken to improve energy efficiency

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

 

Halliwell Jones (Wilmslow) Limited moved into a new purpose-built dealership during December 2024. The new building incorporates a modern building energy management system. The group is committed to a continuing review of its operating energy efficiency and routinely undertakes detailed monitoring of gas and electric usage. The new site utilises energy efficient systems, such as LED lighting systems and it is expected that the site will utilise solar panels for environmentally friendly energy production.

 

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

Statement of disclosure to auditor

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.

Going concern

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

ROUNDEL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
On behalf of the board
J P Metcalfe
Director
30 September 2025
ROUNDEL LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -

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:

 

 

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.

ROUNDEL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ROUNDEL LIMITED
- 9 -
Opinion

We have audited the financial statements of Roundel Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

ROUNDEL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ROUNDEL LIMITED
- 10 -

Opinions on other matters prescribed by the Companies Act 2006

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

 

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

Matters on which we are required to report by exception

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:

Responsibilities of directors

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.

Auditor 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 an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

ROUNDEL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ROUNDEL LIMITED
- 11 -

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

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

Use of our report

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

Virginia Cooper FCA
Senior Statutory Auditor
For and on behalf of MHA, Statutory Auditor
Preston, United Kingdom
30 September 2025
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
ROUNDEL LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
2024
2023
Notes
£
£
Turnover
5
79,895,880
71,807,123
Cost of sales
(70,391,191)
(61,768,158)
Gross profit
9,504,689
10,038,965
Administrative expenses
(9,148,163)
(8,288,321)
Other operating income
419,722
458,097
Operating profit
3
776,248
2,208,741
Interest receivable and similar income
7
120,256
21,168
Interest payable and similar expenses
9
(1,531,905)
(752,229)
(Loss)/profit before taxation
(635,401)
1,477,680
Tax on (loss)/profit
8
116,158
(372,182)
(Loss)/profit for the financial year
(519,243)
1,105,498
(Loss)/profit for the financial year is all attributable to the owner of the parent company.
Total comprehensive income for the year is all attributable to the owner of the parent company.
ROUNDEL LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 13 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
31,276,962
15,704,131
Current assets
Stocks
15
23,534,462
16,830,864
Debtors
16
4,973,865
4,966,241
Cash at bank and in hand
1,714,274
1,205,018
30,222,601
23,002,123
Creditors: amounts falling due within one year
17
(47,454,014)
(29,167,822)
Net current liabilities
(17,231,413)
(6,165,699)
Total assets less current liabilities
14,045,549
9,538,432
Creditors: amounts falling due after more than one year
18
(11,360,640)
(5,982,126)
Provisions for liabilities
20
(692,735)
(644,889)
Net assets
1,992,174
2,911,417
Capital and reserves
Called up share capital
23
1
1
Profit and loss reserves
1,992,173
2,911,416
Total equity
1,992,174
2,911,417
The financial statements were approved by the board of directors and authorised for issue on 30 September 2025 and are signed on its behalf by:
30 September 2025
J P Metcalfe
Director
ROUNDEL LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 14 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
13
6,549,901
6,549,901
Current assets
Debtors
16
1,322,581
1,293,527
Cash at bank and in hand
20,379
137,374
1,342,960
1,430,901
Creditors: amounts falling due within one year
17
(6,664,357)
(6,612,803)
Net current liabilities
(5,321,397)
(5,181,902)
Net assets
1,228,504
1,367,999
Capital and reserves
Called up share capital
23
1
1
Profit and loss reserves
1,228,503
1,367,998
Total equity
1,228,504
1,367,999

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £260,505 (2023 - £2,274,048 profit).

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

The financial statements were approved by the board of directors and authorised for issue on 30 September 2025 and are signed on its behalf by:
30 September 2025
J P Metcalfe
Director
Company registration number 8823807 (England and Wales)
ROUNDEL LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
1
2,775,918
2,775,919
Year ended 31 December 2023:
Profit and total comprehensive income
-
1,105,498
1,105,498
Dividends
10
-
(970,000)
(970,000)
Balance at 31 December 2023
1
2,911,416
2,911,417
Year ended 31 December 2024:
Loss and total comprehensive income
-
(519,243)
(519,243)
Dividends
10
-
(400,000)
(400,000)
Balance at 31 December 2024
1
1,992,173
1,992,174
ROUNDEL LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
1
63,950
63,951
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
2,274,048
2,274,048
Dividends
10
-
(970,000)
(970,000)
Balance at 31 December 2023
1
1,367,998
1,367,999
Year ended 31 December 2024:
Profit and total comprehensive income
-
260,505
260,505
Dividends
10
-
(400,000)
(400,000)
Balance at 31 December 2024
1
1,228,503
1,228,504
ROUNDEL LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
29
12,690,218
7,708,696
Interest paid
(1,531,905)
(752,229)
Income taxes paid
(383,325)
(652,380)
Net cash inflow from operating activities
10,774,988
6,304,087
Investing activities
Purchase of tangible fixed assets
(15,794,836)
(7,245,397)
Interest received
120,256
21,168
Net cash used in investing activities
(15,674,580)
(7,224,229)
Financing activities
Borrowings
5,970,680
946,824
Dividends paid to equity shareholders
(400,000)
(970,000)
Net cash generated from/(used in) financing activities
5,570,680
(23,176)
Net increase/(decrease) in cash and cash equivalents
671,088
(943,318)
Cash and cash equivalents at beginning of year
1,043,186
1,986,504
Cash and cash equivalents at end of year
1,714,274
1,043,186
Relating to:
Cash at bank and in hand
1,714,274
1,205,018
Bank overdrafts included in creditors payable within one year
-
(161,832)
ROUNDEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
1
Accounting policies
Company information

Roundel Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Richard House, 9 Winckley Square, Preston, PR1 3HP.

 

The group consists of Roundel Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

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

The consolidated financial statements incorporate those of Roundel Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

 

All financial statements are made up to 31 December 2024.

 

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

1.2
Going concern

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

 

The group reported a loss in 2024, which was primarily due to one-off costs associated with relocating to new premises. Since the move, the group has returned to profitability. 

 

ROUNDEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.3
Turnover

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

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

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

1.4
Intangible fixed assets - goodwill

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

1.5
Tangible fixed assets

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:

Freehold property
50 years straight line excluding land
Leasehold
Straight line over the term of the lease
Plant and machinery
3 to 10 years straight line
Fixtures and fittings
2 to 10 years straight line
Computers
3 to 5 years straight line
Motor vehicles
4 to 7 years straight line

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 credited or charged to the profit and loss account.

1.6
Fixed asset investments

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

 

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

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

ROUNDEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.7
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Stocks

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

 

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

1.9
Cash at bank and in hand

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

1.10
Financial instruments

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

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

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

ROUNDEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
Basic financial assets

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

All of the group's financial assets are classed as basic financial assets.

Impairment of financial assets

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

 

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

 

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

Derecognition of financial assets

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.

Classification of financial liabilities

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

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

 

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

 

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

Other financial liabilities

All of the group's financial liabilities are classed as basic financial liabilities.

ROUNDEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -
Derecognition of financial liabilities

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

1.11
Equity instruments

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.

1.12
Taxation

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

Current 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

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.

1.13
Provisions

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.

ROUNDEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 23 -
1.14
Employee benefits

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.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16
Leases

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.

2
Judgements and key sources of estimation uncertainty

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.

Key sources of estimation uncertainty

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.

Valuation and life of tangible fixed assets

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

Used stock valuations

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

ROUNDEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
3
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
228,155
166,638
(Profit)/loss on disposal of tangible fixed assets
(6,150)
3,045
Stocks impairment losses recognised or reversed
592,717
384,196
Operating lease charges
484,303
211,224
4
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
37,380
29,750
For other services
All other non-audit services
25,358
22,541
5
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sale of goods
79,895,880
71,807,123
2024
2023
£
£
Other significant revenue
Interest income
120,256
21,168

Turnover is derived from activities in the UK.

ROUNDEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Directors
5
3
5
3
Administration
18
17
-
-
Sales, service, parts and bodyshop
107
92
-
-
Total
130
112
5
3

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
4,176,284
3,900,418
-
0
-
0
Social security costs
414,376
381,354
-
-
Pension costs
162,312
155,616
80,000
80,000
4,752,972
4,437,388
80,000
80,000
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
11,307
11,807
HMRC interest
13,831
-
0
Other interest
95,118
9,361
Total income
120,256
21,168
8
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
-
0
346,629
Adjustments in respect of prior periods
6,267
4,330
Total current tax
6,267
350,959
ROUNDEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Taxation
2024
2023
£
£
(Continued)
- 26 -
Deferred tax
Origination and reversal of timing differences
(122,425)
20,080
Changes in tax rates
-
0
1,143
Total deferred tax
(122,425)
21,223
Total tax (credit)/charge
(116,158)
372,182

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

2024
2023
£
£
(Loss)/profit before taxation
(635,401)
1,477,680
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(158,850)
347,550
Tax effect of expenses that are not deductible in determining taxable profit
21,354
17,005
Adjustments in respect of prior years
6,266
4,330
Effect of change in corporation tax rate
-
1,179
Depreciation on assets not qualifying for tax allowances
15,072
2,385
Superdeduction adjustment
-
0
(267)
Taxation (credit)/charge
(116,158)
372,182
9
Interest payable and similar expenses
2024
2023
£
£
Bank interest
22,406
2,530
HMRC interest
1,012
-
0
Loan interest
698,766
317,328
Stocking loan interest
393,064
258,241
Other interest
416,657
174,130
Total finance costs
1,531,905
752,229
ROUNDEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
10
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Final paid
400,000
970,000
ROUNDEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
11
Tangible fixed assets
Group
Freehold property
Leasehold
Assets under construction
Plant and machinery
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
£
Cost or valuation
At 1 January 2024
1,300,000
1,187,839
13,467,606
565,993
525,749
274,714
56,589
17,378,490
Additions
-
0
-
0
13,825,044
1,270,577
563,943
130,897
4,375
15,794,836
Disposals
-
0
(37,839)
-
0
(389,605)
(477,175)
(185,392)
-
0
(1,090,011)
Transfer to investment property
27,292,650
-
0
(27,292,650)
-
0
-
0
-
0
-
0
-
0
At 31 December 2024
28,592,650
1,150,000
-
0
1,446,965
612,517
220,219
60,964
32,083,315
Depreciation and impairment
At 1 January 2024
256,988
265,922
-
0
455,307
460,301
214,625
21,216
1,674,359
Depreciation charged in the year
62,121
23,000
-
0
47,552
47,626
35,501
12,355
228,155
Eliminated in respect of disposals
-
0
(37,839)
-
0
(391,935)
(481,694)
(184,693)
-
0
(1,096,161)
At 31 December 2024
319,109
251,083
-
0
110,924
26,233
65,433
33,571
806,353
Carrying amount
At 31 December 2024
28,273,541
898,917
-
0
1,336,041
586,284
154,786
27,393
31,276,962
At 31 December 2023
1,043,012
921,917
13,467,606
110,686
65,448
60,089
35,373
15,704,131
The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.
ROUNDEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -

Part of the freehold property and long leasehold is included at a previous valuation which has been adopted as deemed cost at the date of transition to FRS 102.

Historical cost

Freehold property and leasehold
2024
2023
£
£
Group
Cost
29,830,581
2,537,931
Accumulated depreciation
(1,117,011)
(1,043,606)
Carrying value
28,713,570
1,494,325
12
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2024 and 31 December 2024
1,469,331
Amortisation and impairment
At 1 January 2024 and 31 December 2024
1,469,331
Carrying amount
At 31 December 2024
-
0
At 31 December 2023
-
0
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
6,549,901
6,549,901
ROUNDEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Fixed asset investments
(Continued)
- 30 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
6,549,901
Carrying amount
At 31 December 2024
6,549,901
At 31 December 2023
6,549,901
14
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Halliwell Jones (Wilmslow) Bodyshop Limited
Coppice Way, Handforth, Wilmslow, SK9 3PB
Ordinary shares
100.00
Halliwell Jones (Wilmslow) Limited
Coppice Way, Handforth, Wilmslow, SK9 3PB
Ordinary shares
100.00
Freedom Rental Limited
Richard House Winckley Square Preston PR1 3HP
Ordinary shares
100.00
Halliwell Jones Deva Limited
Sealand Road Chester CH1 4LS
Ordinary shares
100.00
15
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Motor vehicles
18,039,564
13,942,242
-
-
Motor vehicles on consignment
5,066,399
2,438,152
-
-
Parts and accessories
428,499
450,470
-
0
-
0
23,534,462
16,830,864
-
-
ROUNDEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,068,114
2,841,705
-
0
-
0
VAT recoverable
528,435
724,221
-
0
-
0
Corporation tax recoverable
415,589
84,619
-
0
-
0
Due from subsidiaries
-
-
1,296,796
1,293,526
Other debtors
249,863
200,199
1
1
Due from related parties
532,741
253,513
-
0
-
Prepayments and accrued income
946,202
861,984
-
0
-
0
4,740,944
4,966,241
1,296,797
1,293,527
Amounts falling due after more than one year:
Deferred tax asset (note 21)
232,921
-
0
25,784
-
0
Total debtors
4,973,865
4,966,241
1,322,581
1,293,527
17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
19
-
0
161,832
-
0
-
0
Other borrowings
19
710,040
117,874
-
0
-
0
Trade creditors
12,391,470
9,432,741
-
0
-
0
Other creditors
7,789
-
0
-
0
-
0
Due to subsidiaries
-
0
-
2,521,010
5,738,050
Corporation tax payable
-
0
46,088
-
0
-
0
Other taxation and social security
170,226
199,599
-
-
Due to related parties
26,826,178
15,244,689
3,182,054
-
Directors loan accounts
961,293
874,753
961,293
874,753
Consignment creditor
5,066,399
2,438,152
-
-
Deposits in advance
59,769
49,750
-
-
Accruals and deferred income
1,260,850
602,344
-
0
-
0
47,454,014
29,167,822
6,664,357
6,612,803
ROUNDEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
17
Creditors: amounts falling due within one year
(Continued)
- 32 -

Vehicle stocking finance is secured by a charge on the vehicles concerned. Other borrowings are secured by fixed charges over the company's freehold property transferred from assets under construction during the year.

 

Consignment liabilities are secured upon the stocks concerned.

 

 

18
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Other borrowings
19
11,360,640
5,982,126
-
0
-
0

Other borrowings are secured by fixed charges over the company's freehold property transferred from assets under construction during the year.

Amounts included above which fall due after five years are as follows:
Payable by instalments
8,520,480
4,567,633
-
-
19
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank overdrafts
-
0
161,832
-
0
-
0
BMW loans
12,070,680
6,100,000
-
-
12,070,680
6,261,832
-
-
Payable within one year
710,040
279,706
-
0
-
0
Payable after one year
11,360,640
5,982,126
-
0
-
0

The BMW loan of £12,250,000 is repayable over 20 years. Interest is payable at 1.79% above BMW base rate.

 

Of this loan, £2,250,000 is repayable upon sale of the former BMW dealership at 130 Manchester Road.

ROUNDEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 33 -
20
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£
£
£
£
Provisions
554,222
616,872
-
-
Movements on provisions:
Provisions
Group
£
At 1 January 2024
616,872
Additional provisions in the year
52,910
Reversal of provision
(115,560)
At 31 December 2024
554,222

Provisions relate to management's best estimate of costs expected to be incurred for the exit of the premises and are expected to be settled by no later than 3 months after the end of the lease agreement which is within 8 months of the balance sheet date.

21
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
141,140
30,374
(1,332,655)
-
Tax losses
(1,850)
-
1,573,259
-
Retirement benefit obligations
(777)
(2,357)
(7,683)
-
138,513
28,017
232,921
-
Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Company
£
£
£
£
Tax losses
-
-
25,784
-
ROUNDEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
21
Deferred taxation
(Continued)
- 34 -
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 January 2024
28,017
-
Credit to profit or loss
(122,425)
(25,784)
Asset at 31 December 2024
(94,408)
(25,784)

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

22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
162,312
155,616

The group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

23
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1
ROUNDEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 35 -
24
Financial commitments, guarantees and contingent liabilities

There are unlimited cross company guarantees on bank borrowing facilities and loans between Halliwell Jones (Wilmslow) Limited, Halliwell Jones Limited, Halliwell Jones (Chester) Limited, Halliwell Jones (Warrington) Limited, Halliwell Jones Holdings Limited, Halliwell Jones Holdings (Chester) Limited, Halliwell Jones (North Wales) Limited, Halliwell Jones (Wilmslow) Bodyshop Limited and Roundel Limited.

 

The potential liability at 31st December 2024 under this guarantee is £12,320,575.

 

Security is as detailed in notes 17 and 18.

 

On 7 July 2025, Halliwell Jones (Warrington) Limited entered into a new bank loan facility of £10,000,000 with NatWest. The loan is secured by way of a cross-company guarantee. As at the date of approval of these financial statements, no amounts are payable by the group under the terms of the guarantee. The directors consider that the likelihood of the guarantee being called upon is remote, and accordingly the guarantee will be disclosed as a contingent liability in future years, but no provision has been recognised.

 

Roundel Ltd has acted as a guarantor for a 15 year lease that was entered in to on 2nd December 2023 by its subsidiary Halliwell Jones Deva Ltd,  this at a rate of £100,363 per annum. The lease is with The Halliwell Jones Pension Scheme and, by virtue of being a trustee, a director is directly interested in rents paid to the scheme.

 

 

25
Operating lease commitments
Lessee

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:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
221,761
350,693
-
-
Between two and five years
401,453
518,548
-
-
In over five years
894,905
995,382
-
-
1,518,119
1,864,623
-
-
Lessor

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

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
257,463
213,422
-
-
ROUNDEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 36 -
26
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2024
2023
2024
2023
£
£
£
£
Acquisition of tangible fixed assets
121,943
13,066,593
-
-
27
Related party transactions
Transactions with related parties

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

Sales
Sales
Purchases
Purchases
2024
2023
2024
2023
£
£
£
£
Group
Other related parties
10,815,650
8,552,175
10,398,311
6,138,203
Interest paid
2024
2023
£
£
Group
Other related parties
416,657
174,130
Company
Other related parties
84,236
115,952

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£
£
Group
Group undertakings and related parties
26,826,178
15,244,689
Company
Group undertakings and related parties
5,703,064
5,738,050
ROUNDEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
27
Related party transactions
(Continued)
- 37 -

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
2023
Balance
Balance
£
£
Group
Group undertakings and related parties
532,741
253,513
Company
Group undertakings and related parties
1,296,796
1,293,526
Other information

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

28
Controlling party

The group is under the control of Mr P Jones due to his majority shareholding.

29
Cash generated from group operations
2024
2023
£
£
(Loss)/profit for the year after tax
(519,243)
1,105,498
Adjustments for:
Taxation (credited)/charged
(116,158)
372,182
Finance costs
1,531,905
752,229
Investment income
(120,256)
(21,168)
(Gain)/loss on disposal of tangible fixed assets
(6,150)
3,045
Depreciation and impairment of tangible fixed assets
228,155
166,638
(Decrease)/increase in provisions
(62,650)
616,872
Movements in working capital:
Increase in stocks
(6,703,598)
(2,691,137)
Decrease/(increase) in debtors
556,267
(2,232,700)
Increase in creditors
17,901,946
9,637,237
Cash generated from operations
12,690,218
7,708,696
ROUNDEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 38 -
30
Analysis of changes in net debt - group
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
1,205,018
509,256
1,714,274
Bank overdrafts
(161,832)
161,832
-
0
1,043,186
671,088
1,714,274
Borrowings excluding overdrafts
(6,100,000)
(5,970,680)
(12,070,680)
(5,056,814)
(5,299,592)
(10,356,406)
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