The directors present the strategic report for the year ended 31 December 2024.
The Group has now been operating for over 31 years. As a privately owned dealer group, prior to becoming an Employee Ownership Trust (EOT) in May 2024, this achievement is widely recognised as extremely rare in the industry and worthy of note.
2024 proved to be a very challenging year operationally due to many factors. These included the on-going cost of living crisis, continued inflationary pressure, high interest rates, weak retail demand, minimal economic growth and a new car market distorted by large volumes of low margin Motability sales. The new car market was 1,952,778 units in 2024 an increase of 2,61% on the same period in 2023 when 1,903,054 new cars were registered. The SMMT forecasts the market will grow marginally to 1,964,000 units in 2025. Whilst the size of the new car market has recovered from the lows of the pandemic, when supply was restricted, it is still well below the figures of the late 2010’s, when for example 2.31 million new cars were registered in 2019.
Turnover for 2024 was £493m compared to £561m in 2023 which represents a 12.1% decrease. The Group’s pre tax loss for 2024 was £5.36m compared to a pre-tax profit for 2023 £4.05m on a consolidated group basis. This was the Group’s first loss in its 30 + years history. There were however a number of factors contributing to this that need to be considered. General market conditions remained weak, with the economy skirting recession and minimal economic growth for the year, consumer retail confidence remained very weak throughout the year; utility costs and interest rates remained high; the increase in low margin Motability sales accounting for approximately 20 % of the national new car market, adversely affected the Group at a much higher percentage. The Company has some of the highest registering Motability territories in the UK in locations that demand the highest operational costs. The negative effect Motability had on the Group’s profitability has been significant. It has had a twofold implication. The group was significantly impacted by several of its geographical locations which are amongst the highest registering Motability centres in the UK where it registers a very high volume of low margin Motability cars. This also impacted aftersales where this Parc is being maintained at much lower labour warranty rates. In addition, some of our brands, in particular Nissan and MG are amongst the highest registering brands for Motability in the UK; the correct decision to exit the loss-making Fiat franchises in 2023 has led to a number of facilities yet to be re-franchised and the need for residual stock clearance. The Renault franchises were loss making in 2024 (The Group has now exited Renault at end May 2025 when all UK contracts nationwide come up for renewal) Nissan, where the Group has 13 dealerships, remained problematic during the year in part due to the high level of Motability sales but also due the impact of Nissan’s widely publicised global financial issues. Having carried out the sale of the Company to the Employee Ownership Trust (EOT) the business incurred significant professional and consultancy costs in achieving this plus increased interest costs on the loan from Barclays which facilitated the EOT; both of these have negatively impacted on profitability. The Group also invested a cumulative £4m on new corporate identity for many of its Nissan dealerships. Decisions were made by the board during H2 2023 to carry out £4 million of Visual Identity works at several of its Nissan Dealerships as part of its Franchise obligations. These works were subsequently carried out during late 2023 and throughout 2024 creating a ‘perfect storm‘ scenario. The £4 million of works resulted in both interest charges and depreciation cost being incurred in 2024 at a time when the market also weakened negatively impacting profitability.
These costs have had a negative effect on the financial performance, in what remains a weak market. Finally, the impact of the government’s ZEV mandate led a number of car manufacturers to restrict supply of ICE cars whilst pushing sales of EVs. Many of the issues highlighted above will have adversely impacted the whole motor trade sector not just the Group and will no doubt be reflected in the generally weaker financial results for 2024. As a result of the above the Group has carried out a strategic review that included reducing costs and ensuring long term sustainability for the business, reflecting the evolving challenges of rising costs and changes in the marketplace. In light of the economic climate, the Board proactively took the decision to sell the St Albans investment property to a private investor. The sale completed in June 2025 for £5m with the net sale proceeds reducing the borrowings with Barclays.
With regards to the various brands operated by the Group, Kia and MG were the best performers in a difficult market. The performance of Renault, Suzuki, and particularly Nissan was very disappointing. The fact that Nissan is our biggest partner with 13 dealerships performed poorly and had a significant adverse effect on the Group’s overall financial performance. As already highlighted much of this was down to Nissan’s global issues widely reported in the media. Historically Nissan has been an excellent performer for the Group with a very strong profit performance throughout the Group’s 30 year history. Therefore the 2024 result was, hopefully, an aberration. On a more positive note the Group has engaged closely with Nissan, and we are confident of an improved financial performance in 2025. The Group has agreed with Renault UK to exit the Group’s 3 Renault-Dacia franchises sales operations at the end of May 2025 whilst retaining aftersales at all 3 locations, after weakening financial performance in recent years This opportunity has presented itself as Renault are renewing all their European dealer contracts at that point. The MG franchise continues to perform well; the Group remains one of their largest dealer groups nationally with 10 businesses. Kia also continues to perform well, with the most recently acquired business in Colchester ( 2023 ) having a strong performance in 2024. Whilst solutions have been found for a number of the former Fiat / Alfa / Jeep dealerships, this process is ongoing, as the Group is keen to make the correct brand replacement choice for the future, even if this has had an additional adverse effect on the 2024 financial results in the short term with a small number of sites initially earmarked for disposal but now will be utilised by new brands the Group identified. However the Group believes the decision to exit these Stellantis franchises was still the correct one given the long term decline in market share performance of these brands. On a positive note the Group is in advanced discussions with a number of Chinese manufacturers, notably BYD, Chery and Geely who are new entrants to the UK market. These discussions will come to fruition in H2 2025.
A major event was the sale of Glyn Hopkin Holdings Limited to an Employee Ownership Trust (EOT) on May 16th 2024 All our manufacturer and finance partners were fully supportive of the sale, and wide support has been received by the Group’s employees. The transaction represents the largest single EOT transaction undertaken in the motor trade sector. Our bankers, Barclays provided the funding and the Group was assisted by the consultants Grant Thornton in the process. Zedra, a well established independent Trust advisor, have been appointed Trustee, and Sharon Stemp, a former corporate banker, with extensive experience of the motor trade sector who has had a long established relationship with the Group, was appointed as an additional non-executive director. As a result of carrying out the EOT the senior management team has been strengthened with various appointments at FD and COO level, with careful thought going into the Group’s next stage of development. Both have extensive experience at senior level within the industry.
The prospects for 2025 are discussed in the Directors Report. As the operating environment is likely to remain challenging in 2025 the Directors will continue to assess the requirements for any senior management changes or additions, maintaining the flexibility and agility shown in the past with a continuing focus on the Group ethos of promoting from within wherever possible and ultimately developing a sustainable succession plan.
The Company has one female director. Staff retention among females employed by the Company remains higher than that for males. There are many nationalities working for the Company and ethnic diversity is represented throughout the business. The Company has a significant proportion of BAME employees, the number of which has grown in recent years; at management level this represents 22% of the workforce, including two individuals at Board level. Similarly LGBT employees are also well represented, again right up to Board level.
The Group's principal risks are set out below:
Market Risk
The Group monitors potential risks from market and financial conditions.
The economic outlook for 2025 remains challenging. Both business and consumer confidence remain low, and economic growth is forecast to be no more than 1% in 2025. The effects of the October 2024 Budget, in terms of National Insurance and Minimum Wage increases will have a negative impact on Group profitability. Utility costs also remain high. The on-going progression to Net Zero will continue to have cost implications and specific disruption to the motor industry with respect to the implications of the ZEV mandate. Another unsettling factor will be the proposed tariffs introduced by the new US Administration. On a more positive note, it is forecasted that the Bank of England Base Rate will continue to reduce in 2025, albeit at a much slower pace than originally forecasted, as inflation now appears to be under control which hopefully will lead to an improvement in both business, and especially consumer confidence. There is also likely to be a degree of political stability following the 2024 General Election, for the first time in a number of years.
Credit Risk
The Group has external debtors, and we are continually reviewing our processes and dealing with delayed payments immediately.
Liquidity Risk
The Group aims to mitigate liquidity risk by managing through daily cash flow forecasting and having access to adequate working capital facilities. The Group has longstanding relationships, forged over 30 years with our funders, and our facilities still have adequate headroom, thus enabling the raising of additional working capital or funds for expansion if required.
Financial Key Performance Indicators
The Board of Directors uses risk indicators, as well as financial and non financial indicators, to ensure the Group's ability to maintain continued profit and growth. All indicators are measured against industry standards obtained from manufacturers as well as the industry press.
The following Key Performance Indicators are observed and reviewed to measure performance:
Revenue: -12.0% (2023: 7.6%)
Operating Margin: -£3.3m (2023: £5.5m)
Shareholders' Funds: £17.7m (2023: £40.1m)
Other Key Performance Indicators
Other key performance indicators include:
Manufacturer targets both in terms of units sold and customer service.
Profit per branch
When making decisions, the directors consider what is likely to lead to the success of the Company and to be of benefit to the members as a whole over the long term. When making such decisions, the directors also consider the interests of other key stakeholder groups and seek to arrive at conclusions which do not adversely impact those groups as a whole. For the purposes of decision making, the directors have identified key stakeholder groups, have evaluated their interests, and describe below how they have engaged with and responded to the interests of those stakeholders during the year. The areas below demonstrate the board's commitment to maintaining high standards of business conduct and professionalism.
Employees
Providing a safe working environment
Being part of a successful and secure organisation
This is achieved by:
Promoting diversity within the workplace
Maintaining a friendly working environment, with organisational values and working policies
Providing adequate training to staff to ensure they are well equipped to fulfil their roles
Providing health and safety training to promote safe working practices
Dealing with a trusted organisation and maintaining a relationship over the longer term.
Dealing with knowledgeable staff and receiving balanced advice when purchasing a vehicle or for after sales care.
Obtaining good value for money
Having clarity over the pricing of vehicles and additional products and services
This is achieved by:
Obtaining frequent customer satisfaction surveys
Monitoring customer complaints and addressing any common themes that may arise
Maintaining strong manufacturer relationships to deliver the best value for money to customers.
Prompt, clear and regular communication with manufacturers
Developing an open and collaborative relationship
This is achieved by:
Maintaining strong manufacturer relationships through regular meetings with senior management
Long term partnerships with manufacturers whose principles are aligned with our own
Delivery of employment opportunities
This is achieved by:
Providing direct employment to over 800 employees
Funders
Maintaining open, longstanding and strong relationships with funders This is achieved by:
Maintaining strong relationships through regular meetings with senior management
Strong day to day working relationships with the operational staff
Shareholders
Strong return on investment and continued growth
Financial discipline and strong internal controls
This is achieved by:
Regular board meetings where periodic financials are presented
Clear and transparent annual reporting
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2024.
The results for the year are set out on page 21.
No ordinary dividends were paid (2023: £5,600,000). The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
2024 was a very mixed year for the Group. On the positive side was the successful completion of the EOT, the largest in the motor industry and a very significant milestone for the Business. On the negative side it was the worst trading year in the Group’s history albeit for many extenuating circumstances and the only loss-making year since the Group’s foundation over 30 years ago. As a result of this the Group has taken a number of firm actions. A major cost saving exercise has been undertaken, which will lead to savings of Circa £3m in 2025. The property portfolio has been carefully analysed with the decision to dispose of a freehold in St Albans where the business is operated by Tesla, and not by the Group. This will significantly reduce Group indebtedness, where the Group’s gearing is already at an acceptable level. A number of leasehold properties vacated by Fiat will be filled with the incoming Chinese brands already mentioned. The Group will also exit the loss making Renault / Dacia dealerships sales operations and carefully examine its portfolio of Nissan dealerships.
On a positive note, the Group’s senior management has been strengthened with further new appointments due in 2025. The Group is also in discussion with several of the new Chinese OEM entrants entering the UK market with a view to looking at specific opportunities utilising the Group’s existing property portfolio. In order to achieve better focus we have established two boards of directors, an operational board (GHL) and a Holdings board (GHH) consisting of only the statutory directors. This explains the number of resignations cited in the Report.
The key brands the Group represents continue to introduce several new hybrid and electric models and this will continue during 2024. These existing and new introductions will be highly relevant given the medium-term trajectory towards increase EV sales, necessary for OEMs to meet the ZEV mandates. Of particular note are the following models.
Kia
EV3 – Full Electric – Q1
Sportage ICE & HEV – Q3
EV4 Full Electric – Q3
EV5 Full Electric – Q3 / Q4
MG
MG S5 – Full Electric – Q2
MG S6 – Full Electric – Q4
MG HS HEV – Q3
Suzuki
Vitara – Full Electric – Q3/Q4
Nissan
Nissan Micra - Full Electric Q3/Q4
Nissan Leaf - Full Electric Q1 2026
The Company ensures that excellent communication takes place with customers, our manufacturing partners, and our financial partners such as Barclays, Santander and Lombard. In order to do this with respect to customers we have made extensive use of new technology.
The Group places significant emphasis on its employees’ involvement in the business at all levels. Managers are remunerated according to results wherever possible, and all employees are kept informed of issues affecting the Group through formal and informal meetings. Members of the management team regularly visit all Group locations and discuss matters of current interest, improvement opportunities and any concerns with employees. The Group has a large number of employees with 5, 10, 15, 20, 25 and 30 years’ customer service. This wealth of experience and continuity of staff has a significant positive impact on its trading performance.
As part of the EOT, the Group created an EOT Staff Member Board whereby employees were voted by their colleagues to represent all employees. This provides an opportunity for new ideas or concerns to be formally brought to the Board.
The Group sold a freehold property in St Albans operated independently by Tesla to a private investor for £5m, this sale was completed in June 2025. It is normal practice in the sector for dealer groups to dispose of property they themselves do not operate.
As a result of the trading performance, some of the group's banking covenants have not been achieved and therefore the long-term bank loan has been disclosed as falling due within one year.
The group's bankers continue to support the group and have agreed new covenants in 2025 through to December 2026 which the group is forecasting to be achieved.
The Directors have assessed the going concern status of the Group. That assessment includes changes in interest rates, inflationary pressures and consumer confidence. It also considers both the National and Global economic climate.
Consequently, the Directors have concluded that the business remains a going concern for the foreseeable future.
As a result of the losses in the year the Directors have undertaken a complete review of the business and now no longer represent Renault/Dacia and Alpine for Sales but remain as Official Authorised Repairers (AR ) for Aftersales.
In addition, the group's management structure has undergone several changes throughout 2025.
To mitigate against the pressures on the Automotive Sector - particularly with Nissan, the group has diversified its portfolio by successfully franchising in H2 2025 with BYD across 4 locations together with Chery in 2 markets as well as other Chinese OEMs.
Post year end trading in 2024 has improved but remains challenging and the group will continue to make a loss for 2025 albeit at a predicted lower level than 2024.
The full impact of all the changes noted above will impact the 2026 results and the group is forecasting a return to profitability in 2026.
Our greenhouse gas emissions and energy usage data for the year:
The directors report the company’s emissions with reference to the latest Greenhouse Gas Protocol Corporate Accounting and reporting Standard (GHG Protocol). The 2024 UK Government GHG Conversion Factors for Company Reporting published by the UK Department for Environment Food & Rural Affairs (DEFRA) are used to convert energy used in the company's operations to emissions of CO2. Carbon emission factors for purchased electricity are calculated according to the 'location-based grid average’ method. This reflects the average emissions of the organisations grid where the energy consumption occurs. Data sources include billing from the energy supplier and the organisations internal fuel usage systems. In the prior year the 2019 UK Government GHG Conversion Factors for Company Reporting were used and data for transport emissions could not be obtained.
The report is based on the requirements under Companies Act 2006, 414CB ( 2A ) and shall include the following:
a) A description of the company’s governance arrangements in relation to assessing and managing climate-related risks and opportunities.
b) A description of how the company identifies, assesses, and manages climate-related risks and opportunities.
c) A description of how processes for identifying, assessing, and managing climate-related risks are integrated into the company’s overall risk management process.
d) A description of the principal climate-related risks and opportunities arising in connection with the company’s operations, and the time periods by reference to which those risks and opportunities are assessed.
e) A description of the actual and potential impacts of the principal climate related risk and opportunities on the company’s business model and strategy.
f) An analysis of the company’s business model and strategy, taking into consideration different climate-related scenarios.
g) A description of the targets used by the company to manage climate related risks and to realize climate-related opportunities and of performance against those targets.
h) A description of the key performance indicators used to assess targets used to assess progress against targets used to manage climate related risks and realize climate-related opportunities and of the calculations on which those key performance indicators are based.
Company's governance arrangements
Ron Ruske and Hady Laba are tasked with strategic oversight of the climate related risk. Climate risk is discussed on an annual basis to tie in with the financial year when progress can be assessed.
The company is committed to reducing carbon emissions both in the company’s activities and in its energy use. The timeframe is consistent with the UK Government’s Net Zero pledge by 2050.
The company sell vehicles and the manufacturers of the models sold by Glyn Hopkin Ltd are all turning towards electric vehicles. Glyn Hopkin Ltd actively promote the advantages of these cars over petrol driven models.
Energy consumption is assessed annually and Glyn Hopkin Holdings Ltd work with ME Design Consultancy Ltd to investigate potential ways of reducing this.
Energy Performance Certificates have been commissioned on some of the properties and with ratings from A to D show that the units are energy efficient. We list the buildings and ratings as follows:
Workshop, AL4 0LH - C
13 Northgate End, CM23 2ET - C
9 Bilton Road, CM1 2UP - D
8 Bilton Road, CM1 2UP - C
Glyn Hopkins Fiat Garage, IG9 5TZ – B
Glyn Hopkins Suzuki Garage, IG9 5TZ - B
Glyn Hopkins Workshop, IG9 5TZ - B
GHL Watford, WD17 2JJ - B
GHL Bedford, MK42 7QN - B
GHL Romford – London Road, RM7 9NP - B
GHL Milton Keynes, MK6 4AG - C
GHL Colchester Renault, CO1 2BZ - D
GHL Colchester Honda, CO4 9TF - B
GHL Waltham Abbey, EN9 1JD - C
GHL Colchester Nissan, CO1 2GN – B
GHL Colchester Renault, CO1 2GN - A
GHL East London, E12 5LH - C
GHL North London, N16 5TB - C
GHL Bilton Road, CM1 2UP
GHL Bishop's Stortford, CM23 2ET - D
Climate-related risks and opportunities are identified and embedded into business-as-usual practices as identified below.
Identifying, assessing and managing climate related risk and opportunities. How processes for identifying, assessing and managing climate-related risks are integrated into the company's overall risk management process.
We have identified the climate scenario analysis timeframes and risks to be:
Short Term (2025-2027)
In this timeframe, we gain insights into imminent climate change implications, guiding decisions for enhanced resilience. We anticipate strict enforcement of transition risks, as we move towards a low-carbon economy.
Medium Term (2028-2037)
The effects of climate change are anticipated to become more noticeable, particularly in terms of reactive and inactive scenarios for physical risks. Transition risks will intensify in this period, requiring governmental responses to tackle evolving challenges.
Long Term (2038-2052)
The most substantial threat arises from physical risks, especially in reactive and inactive scenarios. Businesses need comprehensive preparation to navigate and manage the resulting outcomes in these situations. This timeframe is consistent with the UK Government’s Net Zero pledge by 2050.
We have identified the three temperature warming scenarios. The climate scenario analysis explores three distinct scenarios; Proactive (<2°C), Reactive (2-3°C), and Inactive (>3°C), based on projected increases in global average temperature by 2100 compared to pre-industrial levels to correspond with the goals in the Paris Agreement. A climate scenario depicts potential future climate conditions that may directly or indirectly impact business operations, such as through regulatory changes, evolving market dynamics, or acute weather events such as storms and wildfires.
Scenarios Warming Pathway
Below 2°C (“Proactive”):
Organisations begin to align more closely with the Paris Agreement and Science Based Targets initiative (1.5°C), for an orderly and coordinated transition to a low-carbon economy.
Between 2-3°C (“Reactive”):
Businesses respond to patchwork policies, with intermittent action, aligning with current forecasts.
Above 3°C (“Inactive”):
The business-as-usual scenario.
The Bank of England models a recession; minimal climate action and global emissions rise unchecked.
In this scenario, there is a concerted effort to address climate change. Governments, industries, and the public collaborate to ensure that the global average temperature rise remains significantly below 2°C by the year 2100.
Organisations proactively align with the Paris Agreement and the Science- Based Target Initiative, working towards achieving net zero emissions by 2050. While there are notable transition risks associated with this scenario, the proactive measures taken can mitigate the severity of the long-term physical hazards of climate change.
The outcomes of COP26 are likely to steer us towards this scenario. In this context, the response to climate change is characterised by delays and adhoc measures, resulting in a projected global warming of 2-3°C by the year 2100. Governments implement policies and legislation in an unstructured manner, contributing to heightened transition risks in the medium term.
Short-term business operations persist as usual, with decarbonisation efforts concentrated primarily in high-emission sectors. This trajectory carries the highest transition risks, due to a lack of coordinated efforts from governments, amplifying the severity of physical impacts as specific tipping points are reached.
Under this scenario, business operations persist without significant changes, and emissions continue to climb until 2040, resulting in a global temperature increase surpassing 3°C. Public pressure and a rise in physical climate change events compel governments to finally take decisive climate action. The energy and fuel markets experience high levels of volatility. Long-term policies are introduced in a piecemeal fashion, creating a patchwork of initiatives. Governments resort to costly low-carbon technologies, such as carbon capture and storage, as a solution to address the climate crisis. This scenario witnesses the surpassing of several tipping points, leading to an escalation in the severity of physical impacts.
The following have been identified as climate-related risks. Time frames are difficult to assess but risks are monitored by Glyn Hopkin Holdings Ltd so that action can be taken if any are identified.
Policy and Legal
Increased pricing of Greenhouse Gas emissions
Enhanced emissions reporting obligations
Mandates on and regulation of existing products and services
Exposure to litigation
Technology
Substitution of existing products and services with lower emission options
Unsuccessful investment in new technologies
Costs to transition to lower emissions technology
Market
Changing customer behaviour
Uncertainty in market signals
Reputation
Shifts in consumer preferences
Stigmatization of sector
Increased stakeholder concern or negative stakeholder feedback
Potential Financial Impacts
Increased operating costs (e.g., higher compliance costs, increased insurance premiums)
Write-offs, asset impairment, and early retirement of existing assets due to policy changes
Increased costs and/or reduced demand for products and services resulting from fines or judgements
Write-offs and early retirement of existing assets. Reduced demand for products and services
Capital investments in technology development. Costs to adopt/deploy new practices and processes
Reduced demand for goods and services due to shift in consumer preferences
Increased production costs due to changing input prices (e.g., energy, water) and output requirements (e.g., waste treatment)
Abrupt and unexpected shifts in energy costs
Change in revenue mix and sources, resulting in decreased revenues
Re-pricing of assets (e.g., land valuations, securities valuations)
Reduced revenue from decreased demand for goods/services
Reduced revenue from negative impacts on workforce management and planning (e.g., employee attraction and retention)
Reduction in capital availability
Climate-related Physical Risks
Increased severity of extreme weather events such as cyclones and floods
Chronic
Changes in precipitation patterns and extreme variability in weather patterns, rising mean temperatures, and rising sea levels
Potential Financial Impacts
Reduced revenue from decreased capacity (e.g., transport difficulties, supply chain interruptions)
Reduced revenue and higher costs from negative impacts on workforce
(e.g., health, safety, absenteeism)
Write-offs and early retirement of existing assets (e.g., damage to property and assets in "high- risk" locations)
Increased capital costs (e.g., damage to facilities)
Reduced revenues from lower sales/output
Increased insurance premiums and potential for reduced availability of insurance on assets in "high-risk" locations.
This section identifies the climate-related opportunities under categories as listed.
Resource efficiency
The organization is looking to reduce operating costs by improving efficiency across the business and in particular in relation to energy efficiency but also including broader materials, water, and waste management. Such actions could result in direct cost savings to the organizations' operations over the medium to long term and contribute to the global efforts to curb emissions. Innovation in technology is assisting this transition; such innovation includes developing efficient heating solutions, LED lighting technology, retrofitting buildings, employing geothermal power, offering water usage and treatment solutions. A key factor in the company’s business is the development in motor technology and in particular electric vehicles.
Energy source
It is the company’s ambition that a major percentage of the energy generation in the future shall be from low emission alternatives such as wind, and solar. Globally investments in renewable energy capacity are exceeding investments in fossil fuel generation. The trend toward decentralized clean energy sources, rapidly declining costs, improved storage capabilities, and subsequent global adoption of these technologies are significant.
As a company Glyn Hopkin Holdings Ltd realise that to shift the energy usage toward low emission energy sources could potentially save on annual energy costs.
Products and services
The company sell vehicles from manufacturers who are innovating and developing new low-emission products. This improves Glyn Hopkin Holdings Ltd's competitive position and capitalize on shifting consumer and producer preferences. In particular there is a greater emphasis from car manufacturers on a product's carbon footprint in its marketing and labelling. In addition, the manufacturers are placing emphasis on reducing emissions by adoption of energy-efficiency measures along the supply chain. Glyn Hopkin Holdings Ltd give feedback to all manufacturers on client responses and the effect these principles have on their decisions as to which vehicles to purchase.
Markets
Glyn Hopkin Holdings Ltd pro-actively seek opportunities with new vehicle manufacturers who may be able to diversify their activities and better position themselves for the transition to a lower-carbon economy. This is particularly true in developed and developing countries as they work to shift to a lower-carbon economy.
The key brands the Company represents continue to introduce several new hybrid and electric models and this will continue during 2025. These existing and new introductions will be highly relevant given the medium term trajectory towards increase EV sales, necessary for OEMs to meet the ZEV mandates. Of particular note are the following models:
• Nissan Qashqai – Hybrid
• Nissan Ariya Electric
• New Nissan Leaf Electric
• Renault Kangoo – Hybrid
• Dacia Duster - Hybrid
• Dacia Spring – Electric
• MG 3 Hybrid
• MG Cyberstar – Electric
• MG ZS – Hybrid
• Kia Sorento – Hybrid
• Kia EV6 – Electric
• Kia EV3 – Electric
Resilience
Climate resilience involves companies such as Glyn Hopkin Holdings Ltd developing adaptive capacity to respond to climate change and to better manage the associated risks and seize opportunities, including the ability to respond to transition risks and physical risks. Opportunities include improving efficiency, assisting manufacturers with designing and developing new vehicles.
A major concern for Glyn Hopkin Holdings Ltd would be the effect of climate-related risks on new vehicle deliveries. Therefore sufficient stock is maintained to allow for this scenario.
In order to potentially reduce the company’s energy consumption, M E Design Consultancy Ltd have provided Glyn Hopkin Holdings Ltd with details of typical energy savings that can be achieved by utilizing solar energy at their sites.
A description of the targets used by the company to manage climate related risks and to realise climate-related opportunities and of performance against those targets.
Targets are set for energy consumption, water usage and waste production.
Energy consumption
Annual Streamlined Energy and Carbon reports are prepared. The 2024/25 identifies the scope 1 and scope 2 emissions as noted in the table above.
Water consumption
The total water consumption as advised by Glyn Hopkin Holdings Ltd is 28,015m3
Waste
Waste from the workshops is removed by Enva (batteries, oil etc). Waste paper is taken to be shredded, and cardboard from the skips is taken away by Biffa.
A description of the key performance indicators used to assess progress against targets used to manage climate-related risks and to realise climate related opportunities and of the calculations on which those key performance indicators are based.
A key performance indicator is the Steamlined Energy and Carbon report and the associated calculations identified above. This is prepared annually and indicates the total scope 1 and scope 2 emissions and reports on energy saving measures undertaken and proposed.
M E Design Consultancy Ltd were requested to prepare a report into the possibility of installing solar photovoltaics at the sites.
The estimated cost is £1,000 for every KW produced according to preliminary discussions between M E Design Consultancy and a solar photovoltaics provider, DES Electrical. At the head office 296 modules could be installed on the roof at an estimated cost provided by DES Electrical of £118,400. The total annual electrical consumption at the head office as reported in the ESOS report is 534,135 KWs. The solar panels would produce an estimated 117,210 KWs per annum.
Executive summary
The report identifies that Glyn Hopkin Holdings Ltd actively acknowledge the potential risks and opportunities that climate-related scenarios present.
We have audited the financial statements of Glyn Hopkin Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for 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
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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.
Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.
Audit response to risks identified
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.
As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent 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 parent company's members those matters we are required to state to them in an auditors 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 parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's profit for the year was £1,757,000 (2023 - £7,191,000 profit).
Glyn Hopkin Holdings Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is c/o Saffery LLP, St Catherine's Court, Berkeley Place, Clifton, Bristol, BS8 1BQ.
The group consists of Glyn Hopkin Holdings Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1,000.
The financial statements have been prepared under the historical cost convention, unless otherwise specified in these accounting policies and in accordance with FRS 102. The principal accounting policies adopted are set out below.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The consolidated financial statements are prepared as a 'group reconstruction' following the merger accounting provisions of FRS 102 section 19.The consolidated group financial statements consist of the financial statements of the parent company Glyn Hopkin Holdings Limited together with all entities controlled by the parent company, its subsidiaries.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
The Group has taken advantage of merger relief available under Companies Act 2006 in respect of the share for share exchange as the issuing company has secured more than 90% equity in the other entity. The carrying value of the investment is carried at the nominal value of the shares.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
As a result of the trading performance, some of the group's banking covenants have not been achieved and therefore the long-term bank loan has been disclosed as falling due within one year.
The group's bankers continue to support the group and have agreed new covenants in 2025 through to December 2026 which the group is forecasting to be achieved.
The Directors have assessed the going concern status of the Group. That assessment includes changes in interest rates, inflationary pressures and consumer confidence. It also considers both the National and Global economic climate.
Consequently, the Directors have concluded that the business remains a going concern for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes, trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Sale of goods
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from services rendered is recognised in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed by reference to time expended on services that are charged on a labour rate basis. The income received in respect of warranty policies sold and administered by the Company is recognised over the period of the policy on a straight line basis. The unrecognised income is held within deferred income.
Commission income and manufacturer bonuses
Commissions receivable for arranging vehicle financing and related insurance products are included in revenue. Manufacturer bonuses are considered a reduction in the cost of vehicles sold, and hence are credited against cost of sales in the income statement. These are recognised when earned.
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the reporting date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.
Revaluation gains and losses are recognised in other comprehensive income unless losses exceeded the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors, are initially measured at transaction price net of transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Finance costs are charged to profit or loss over the term of the debt using the effective rate of interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the group in independently administered funds.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Used vehicle stock is usually a depreciating stock item and usually devalues monthly, making the estimated stock value uncertain. Consideration has been given to the directors to the level of provision against vehicle stocks. In determining the provision required the directors have used guidance from independent valuation tools and their knowledge of the industry.
Manufacturer bonuses are dependent on a number of factors and hence there is an element of estimation within the amounts accrued. The directors use their many years of experience between them and also general industry expectations in arriving at the value to be included.
Vehicles held on consignment are recognised on the balance sheet where the Company has determined that it holds the significant risks and rewards attached to these vehicles.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
Prior year wages and salaries costs have been restated to include directors' remuneration of £3,202,000 which were previously omitted.
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2023 - 4).
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:
In addition to the amount charged to the income statement, the following amounts relating to tax have been recognised directly in other comprehensive income:
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
Freehold property is carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:
At Group level, investment property comprises car showrooms held by the company and external 3rd parties. At company level Investment property comprises car showrooms held by the Company that are let to both Glyn Hopkin Limited and external 3rd parties. The fair value of the investment property has been arrived at on the basis of a valuation carried out in November 2023 by Knight Frank LLP who are not connected with the company. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.
In the current year, no formal valuation of investment property was carried out. Management have reviewed available market data and concluded that a fair value uplift of £580,000 should be recognised to ensure the fair value of the properties is appropriately stated.
Details of the company's subsidiaries at 31 December 2024 are as follows:
Details of security provided:
A floating charge exists over all stocks of used motor vehicles to secure loans made by the finance companies to the Group. At 31st December 2024 the indebtedness due to the finance companies was £20,486,000 (2023: £25,022,214).
RCI Financial Services Limited
RCI Financial Services Limited (formerly Nissan Finance (GB) Limited) hold a debenture dated 19 June 2003 which is secured by fixed and floating charges over the company and all property and assets present and future including goodwill, book debts, uncalled capital, buildings, fixtures and fixed plant and machinery.
Title retention on assets other than any assets in relation to which RCIFS provides funding for the Company, and which arising the Company's ordinary course of business
Santander Consumer (UK) Plc
Santander Consumer (UK) Plc hold a debenture dated 4 February 2009 which is secured by fixed and floating charges over the undertaking and all property present and future, including goodwill, uncalled capital, buildings, fixtures, and fixed plant and machinery.
Barclays Bank PLC
Barclays Bank PLC hold a debenture and cross guarantee dated 15 March 2022 which is secured by fixed and floating charges. the floating charge covers all the property or undertaking of the company, and the agreement contains a negative pledge.
In the year Barclays Bank PLC registered a further debenture dated 16 May 2024 which is secured by fixed and floating charges over all property or undertaking of the company.
Lombard
Glyn Hopkin Holdings Limited guarantees the loan.
A floating charge exists over all stocks of used motor vehicles to secure loans made by the finance companies to the Group. At 31st December 2024 the indebtedness due to the finance companies was £20,486,000 (2023: £25,022,000).
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period. The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
All shares in issue rank equally for dividend, voting and capital distribution rights.
The profit and loss account represents accumulated comprehensive income for the year and prior periods less any dividends paid.
Revaluation reserve
The revaluation reserve represents accumulated movements in the value of the freehold properties in the year and prior periods in line with the valuation policy of freehold properties within tangible fixed assets.
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:
At the reporting end date the group had contracted with tenants for the following minimum lease payments:
Magellan 2000 Limited, which is controlled by J R Beveridge, invoiced the company £44,450 (2023 - £31,000) for services provided during the year. The balance due to Magellan 2000 Limited at 31 December 2024 is £nil (2023 - £nil).
Only the directors are considered to be key management personnel. Directors' remuneration is disclosed in note 7.
The current year audit highlighted material issues with the treatment of both freehold and investment properties in the prior year. As a result, prior period adjustments have been processed into the current year accounts. The below outlines details of the adjustments impacting both the Company and Group financial statements.
In December 2023, the Group entered into an agreement to let one of its freehold properties to an external 3rd party. In accordance with FRS 102 Section 16, the property should therefore have been transferred to Investment Property as at this date.
Accordingly, the prior period accounts have been restated to transfer £4,350,000 of Freehold Property to Investment Property. Due to the Group's accounting policy, the carrying value of the Freehold Property was equal to its fair value and as such the restatement has no impact on the profit, reserves or cashflow of the Group.
Additionally, a prior period restatement has been made to appropriately reflect the deferred tax arising on amounts recognised within the revaluation reserve. There is an additional charge to deferred tax at group level resulting from a historic transfer of a property between group companies and as such the restatement has a £788,000 impact on the profit and reserves of the Group.
During the prior year, the Company changed its accounting policy for the valuation of freehold properties from the cost model to the revaluation model, at the same time transferring the properties to investment properties. As this constituted a change in accounting policy, this should've been applied retrospectively to comparative information for prior periods as far back as is practicable in accordance with section 10 of FRS 102.
As a result of the prior period restatement, the carrying value of freehold properties as at 1 January 2023 has been reduced to £nil due to these properties being reclassified to investment properties. The investment properties brought forward are carried at their fair value per the 2022 valuations. The corresponding deferred tax liability brought forward has been adjusted to reflect the impact of these adjustments. There is also an adjustment to the charge to deferred tax in 2023. The impact on brought forward reserves is summarised above.
Split between reserves
Upon transition to the 2017 triennial review version of FRS 102, the Company elected to measure investment property rented to Glyn Hopkin Limited at its fair value, and used that fair value as its deemed cost at that date. The differences between the cost and the fair value at this date should have been recognised within equity, giving rise to a revaluation reserve of £4.8m net of deferred tax on transition.
From 2017 onwards any fair value gains on investment property should be recognised in the statement of profit or loss in accordance with Section 16 of FRS 102. Fair value losses may be recognised in the revaluation reserve to the extent of previous surpluses, with any remaining deficit being taken to the profit and loss account.