The director presents the strategic report for the year ended 31 December 2024.
Additionally, the group operates multi-brand operations to support these franchise points including:
Trade Parts – Kent & Essex
Honda aftersales and authorised repairer – Ashford
Customer Contact Centre – Rainham
Prep Centre – Medway
Citroen aftersales and authorised repairer – Rainham
The two TPS businesses had a highly successful year and benefitted from low new & used vehicle supply, as customers held onto their vehicles longer, higher maintenance and servicing expenditure drove larger volumes of parts sales which were circa £14 million in the full year of 2024.
The principal risks and uncertainties which could have a material impact on the Company’s performance are:
Business disruption
Market confidence
Financial liquidity
Regulatory Compliance
Cyber Security
Talent
Business disruption risk
The group continues to work with its external supplier to monitor business disruption contingencies and have a fully documented policy to deal with unforeseen circumstances. The director and the executive team work swiftly to implement controls and take all appropriate actions to safeguard our customers, our people, our data and the business on an ongoing basis. The business has a robust set of systems, processes, control and communications in place to manage business disruption risk.
Market confidence risk
According to the latest SMMT forecasts, national new car registrations are expected to grow in 2025 to 2.05million units. The business remains focused on their underlying disciplines on sales enquiry management advertising innovations and aftersales efficiency to maximize all opportunities on the market. The market is and will remain uncertain in the near term however the business is agile and responsive to market performance and will continue to take swift action to mitigate the financial impact of any resulting risks. Introduction of tariffs across the trading world will impact on manufacturer pricing and subsequently selling prices which may have an adverse effect on consumer confidence.
Financial liquidity risk
Funds and facilities available to the group are in line with its needs, however additional used vehicle funding has been added to support the businesses added to the portfolio. The director continues to keep a firm control on the cost base and working capital, with vehicle stocks being closely monitored on a weekly basis. The business operates strict cashflow controls and prepares a rolling 13-week cash and liquidity headroom forecast on a weekly basis.
Regulatory compliance risk
The automotive retail regulatory environment in the UK is complex and diverse. The business has appropriate systems, processes, controls, and people in place to monitor and control risk and ensure full compliance with all regulatory requirements in the UK, including FCA, GDPR and Health & Safety.
Cyber Security risk
With the ever-increasing threats from cyber-attacks, the business has reviewed and improved its cyber security arrangements to ensure that all sensitive operations and personal data is secure, and the business is fully compliant with the latest data standards. The group has introduced dual verification across a number of its systems and has updated both hardware and software to support a more robust IT operation.
Talent risk
The business has worked continuously to recruit, retain, engage and motivate our people. As new opportunities arise in the business, there is a process to identify all suitable internal candidates before any external recruitment starts. There are appropriate reward and recognition schemes in place across the business and these are regularly reviewed and modified as appropriate. In our areas of responsibility we are one of a few privately owned businesses whose culture is to ensure that its staff have the best working conditions, work life balance and opportunities for progression, which makes us an employer of choice within our market place.
The director monitors progress against strategic objectives and internal financial targets on an extremely regular basis and the group also uses manufacturer composites and other industry data to measure and benchmark performance against the broader market. The group has a clearly defined set of operational KPI’s that are used consistently to review performance, set benchmarks and share best practices across all of its operations.
The group uses the following KPIs to measure its financial performance.
| 2024 | 2023 | YOY Change % |
Turnover £M | 305.5 | 258.4 | 18.2% |
Gross Profit £M | 30.9 | 26.2 | 17.9% |
GP% | 10.1% | 10.1% | 0.1% |
PBT £M | 3.0 | 3.9 | -23.1% |
PBT% | 1.0% | 1.5% | -34.9% |
Net Assets £M | 20.2 | 18.0 | 12.1% |
Net Cash /(Debt) £M | 0.4 | 8.4 | -95.5% |
| 2024 | 2023 | YOY Change +/- |
New Units Sold | 6,478 | 6,930 | -452 |
Used Units Sold | 5,624 | 4,320 | 1,304 |
Service Hours Sold | 143,710 | 111,260 | 32,450 |
Parts Turnover £M | 10.3 | 6.1 | 4.2 |
Cash
The group balance sheet remains strong and the cashflow across the business is tightly controlled and the group has ample liquidity to survive and grow. As detailed above the acquisitions that took place in December 2024 were funded by cash which has a small impact on the cash in bank position but was planned for in advance and we are financially ready to support further expansion when acquisition opportunities of a good strategic fit materialise in our core territories. In preparation for further Volkswagen Group acquisitions during 2025, the group has secured additional funding lines with VW Bank to support the expansion.
The strategic development of the group has been formally communicated to its brand partners and staff and continues into 2025 and beyond.
As a reminder the group operates predominately in Kent and Sussex (with one outlet in Essex) and represents the Volkswagen Group brands, Kia and Renault/Dacia/Alpine across these territories. The group strategy is to represent one or both counties with all representation points across the three manufacturer groups. Part of this strategy evolved in late 2023 when the business acquired Volkswagen Tunbridge Wells from Marshall PLC and during January 2024 acquired Ashford Orbital (Kia and Mazda), based in Ashford Kent and setting up a new SEAT/CUPRA business in Medway, Kent to represent the Maidstone and Medway AOI. As detailed above we are close to acquiring Bromley Kia in early 2025.
The group is very specific regards the territories it represents, Kent and Sussex, as these areas are well known, and the group understands the customer demographic and utilises the economies of scale of parallel businesses to manage cost and resource.
Company Restructure
During 2023 the group restructured with the introduction of Bischoff Holdings Ltd, where freehold properties were transferred from JCB Medway Ltd to this new holding company. You will notice in the JCB Medway Ltd audited accounts a figure of £3,359,231 which is the profit on the disposal of property and is classed as an exceptional item on the accounts. This was a “one off” in 2023 with no repeat in 2024 audited accounts. From a resource perspective the group has employed a further Franchise Director to help oversee the growing number of sites.
Omni-channel retailing
Our omni-channel offering allows customers to interact with us in the way that suits them best, from the traditional showroom discussion through to a fully online sales process, and any combination in between. We learnt a great deal during the lockdown periods of the pandemic and were able to introduce new options which significantly advanced our online selling capabilities. These were further enhanced in the year allowing us to provide our customers with a full omni-channel approach to purchasing their vehicle.
In December 2024 the group updated its website provider and launched a brand new, bespoke website. Whilst the investment in this website was significant, early indications suggest a much-improved customer interaction and all customer users have been surveyed for their feedback on the usability of the site.
Climate-related emissions
The director is acutely aware of the impact that the Company’s operations have on the environment, its responsibility to minimise these wherever possible, and to supporting the Government’s efforts to transition towards net-zero carbon emissions. To assist with this process an Environmental, Sustainability and Efficiency head is employed, who reports directly to the Managing Director. The Committee started its work in August 2022 with the aim of scrutinising and reducing the Company’s energy usage and was able to achieve savings in electricity and gas usage in the year. Investments are being made to improve the efficiency of lighting and heating equipment and further progress in making energy savings is expected in future periods.
Corporate social responsibility, community issues, human rights and diversity
The JCB Group has a long-standing Corporate and Social Responsibility agenda, including its approach to its employees, the environment, health and safety, and the communities in which it operates. We are also conscious of human rights issues within the group and the key area that would impact our business would be via our supply chain. Our supply chain is predominantly the major international motor manufacturers, who also take these issues very seriously.
The UK Corporate Governance Code includes a recommendation that companies should consider the benefits of diversity, including gender, when making board appointments. The board recognises the importance of gender balance and the important requirement to ensure that there is an appropriate range of experience, balance of skills and background on the board. The current gender split across the business is 33% female/ 67% male, but the business ambition is for a 40:60 split by the end of 2025 and a 50:50 split by the end of 2027.
Principal risks | Potential impact/material risk | Key controls and mitigating factors |
Business conditions and the UK economy | The profitability of the group could be adversely affected by a worsening of general economic conditions in the United Kingdom, where all of its business is transacted. Other relevant factors would include interest rate increases, unemployment levels, fuel prices, inflation, indirect taxation, national living wage increases and changes to NI, the availability and cost of credit and other factors that could affect the level of consumer confidence. | The monitoring of key macroeconomic indicators against internal performance leads to anticipation of, and mitigation for, expected volatilities. The Company is not responsible for the importation of new cars into the UK and is not exposed to border frictions. |
Vehicle manufacturer marketing programmes | Vehicle manufacturers provide a wide variety of marketing programmes which are used to promote new vehicle sales. A withdrawal or reduction in these programmes would have an adverse impact on our business. | By representing multiple marques, the group believes that this diversity reduces the potential impact on the group. In addition, the group continues to develop its own marketing initiatives. |
Used car & van prices | The value of our used car inventory could decline significantly if market prices were to quickly fall. A large proportion of our business comprises used car and van sales and such declines could have a material impact through reduced profits on sales and write-downs in the value of inventories. | Close monitoring of the ageing of vehicle inventories and a firm policy of inventory management help to mitigate this risk. Any impact is also mitigated by revenue streams being balanced between aftersales, new car, used car and van new & used sales. |
Transition to electric vehicle powertrains | Government announcements have indicated that solus petrol and diesel powertrains will no longer be permitted in new vehicles sold after 2030. This change may result in disruption to the supply and demand for new cars in the run up to 2030, and to the used car market. There is ongoing discussions between vehicle manufacturers and the government around ZEV mandate which cause uncertainty within the marketplace. In addition the commitments made by the government regarding charging infrastructure is operating at a slower pace than expected. | Ensuring that our premises are developed to be able to adapt to the expected future shift towards electric vehicles and that our representation of manufacturers is broad based to spread risk. |
Aftersales revenues | The maintenance of battery-electric propulsion systems is expected to be less labour intensive and require fewer replacement parts, in comparison to an equivalent petrol or diesel-powered engine. As a result, aftersales revenues are likely to fall in coming years as the transition to battery-electric vehicles accelerates. During 2024 we have seen a decline in labour sales across certain brands as more EV’s enter the workshops and this trend will continue. We are combating this decline by prospecting older vehicles to re-enter the franchise networks. | Careful control of the cost base of aftersales departments to ensure that costs remain commensurate with the levels of available revenues and more active upselling to ensure that revenue per vehicle is maximised. |
Principal risks | Potential impact/material risk | Key controls and mitigating factors |
Information systems | The group is dependent upon certain business-critical systems which, if interrupted for any considerable length of time, could have a material effect on the efficient running of our businesses. | A series of contingency plans are in place that would enable the resumption of operations within a short space of time, thus mitigating the likelihood of material loss. |
Competition | The JCB Group competes with other franchised vehicle dealerships, private buyers and sellers, internet-based dealers, independent service and repair shops and manufacturers that have entered the retail market. The sale of new and used cars, the performance of warranty repairs, routine maintenance business and the supply of spare parts operate in highly competitive markets. The principal competitive factors are price, reputation, customer service and knowledge of a manufacturer’s brands and models. We also compete with funders who finance customers’ car purchases directly. | We regularly monitor our competitors’ activities and seek to price our products competitively, optimise customer service, efficiently utilise our customer database and fully understand our manufacturers’ brands and products. |
The distribution and sale of vehicles | Sales agreements are granted by manufacturers based on standards, but agreements are restricted to areas of influence granted by manufacturers, who also determine choice of partner, enabling them to restrict entry into the franchise or the number of outlets any one dealer can hold. Aftersales agreements are legislated by a Block Exemption, dictating that aftersales businesses that meet a manufacturer’s qualitative standards criteria have an entitlement to represent that brand’s aftersales service and parts franchise. We do not operate any dealer agreements under an agency agreement. | By continuing to focus on providing excellent customer facilities, excellent customer service and by providing high-level representation for the group’s manufacturer partners, current business relationships will be maintained, providing opportunities for selective growth. |
Political uncertainties | The United Kingdom’s departure from the European Union, coupled with wider global developments such as the conflict in Ukraine, means that a degree of uncertainty exists in the economic outlook. We believe the main risks to arise relate to consumer confidence, new car production levels, the potential impact that Sterling/Euro exchange rates may have on vehicle pricing, and the possible imposition of tariffs and/ or restrictions on the imports of cars and parts into the United Kingdom. | We continue to focus on delivering an excellent service to new and existing customers, giving confidence in our operations and building a strong loyal base and to maintaining our close working relationship with our manufacturers. |
On behalf of the board
The director presents his annual report and financial statements for the year ended 31 December 2024.
The results for the year are set out on page 15.
No ordinary dividends were paid. The director does not recommend payment of a further dividend.
The director who held office during the year and up to the date of signature of the financial statements was as follows:
The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the group's performance.
The audit business of UHY Hacker Young Manchester LLP was acquired by Cooper Parry Group Limited on 30 September 2024. UHY Hacker Young Manchester LLP has resigned as auditor and Cooper Parry Group Limited has been appointed in its place. The auditor, Cooper Parry Group Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006
This section includes our mandatory reporting of energy and greenhouse gas emissions for the period 1 January 2024 to 31 December 2024, pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, implementing the government’s Streamlined Energy and Carbon Reporting (SECR) policy.
Our methodology to calculate our greenhouse gas emissions is based on the ‘Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance (March 2019)’ issued by DEFRA, using DEFRA’S 2023 and 2024 conversion factors as appropriate. In some cases, consumption has been extrapolated from available data or direct comparison made to a comparable period.
We report using a financial control approach to define our organisation boundary. We have reported all material emission sources required by the regulations for which we deem ourselves to be responsible and have maintained records of all source data and calculations.
During the reporting period, no new energy efficiency actions have been taken, however, our energy management programme is ongoing, including monitoring and targeted of energy consumption on a daily basis at the majority of sites. Through the service provided by our energy consultants, the energy management programme we run enables us to identify and address any consumption issues as and when they arrive, allowing us to eliminate unnecessary energy waste.
We have audited the financial statements of Bischoff (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group 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).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the director's report have been prepared in accordance with applicable legal requirements.
Extent to which the audit was considered capable of detecting irregularities including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, we considered the following:
the nature of the industry and sector, control environment and business performance;
any matters we identified having obtained and reviewed the group’s documentation of their policies and procedures relating to:
identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud.
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and
the matters discussed among the audit engagement team and involving relevant internal specialists, including tax, and industry specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: valuation of used vehicle stocks and recognition of supplier incentives. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks the group operates in, focussing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty. These included the group’s FCA regulatory requirements.
Our procedures to respond to risks identified included the following:
reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
enquiring of management and those charged with governance concerning actual and potential litigation claims;
in addressing the risk of fraud through inappropriate valuation of used vehicle inventory, assessing net realisable value of stock items sold after the year end was above cost or assessing their value with reference to third party data sources if unsold.
in addressing the risk of fraud through inappropriate recording of supplier incentives, ensuring amounts recorded as due were then subsequently acknowledged as such by the supplier;
in assessing the risk of fraud through management override of controls, testing the appropriateness of journal entries and assessing whether judgements made in making accounting estimates are indicative of potential bias.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the 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 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 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 section 408 of the 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 £88,727 (2023 - £667,782 profit).
Bischoff (Holdings) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Bailey Drive, Gillingham Business Park, Gillingham, Kent, ME8 0PZ.
The group consists of Bischoff (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 £.
The financial statements have been prepared under the historical cost convention, 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 33 ‘Related Party Disclosures’: Compensation for key management personnel.
Section 33.1a ‘Related Party Disclosures’: Disclosure of transactions with group entities which are 100% owned.
The consolidated group financial statements consist of the financial statements of the parent company Bischoff (Holdings) Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Turnover from the sale of goods and associated commissions 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.
Turnover from commissions receivable is recognised when the amount can be reliably measured and it is probable that the company will receive the consideration.
Agency commission revenue from manufacturers is recognised at the point the customer takes delivery of the new vehicle and the company becomes entitled to the commission payment.
Turnover also includes commission earned under agency agreements for the distribution of vehicle parts, along with expenses recharged to the parts supplier under contract. This revenue is recognised when the customer takes possession of the part, which triggers the commission entitlement.
Turnover from the sale of services is recognised on the date of completion of the agreed work.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
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.
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 group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial 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.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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 group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
In the application of the group’s accounting policies, the director is 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.
Property, plant and equipment are reviewed for impairment if events or circumstances indicate that the carrying value may not be recoverable. When an impairment review is carried out the recoverable value is determined based on value in use calculations which require estimates to be made of future cash flows.
The group reviews the goodwill arising on the acquisition of subsidiaries or businesses and any intangible assets with an indefinite life for impairment at least annually or when events or changes in economic circumstances indicate that impairment may have taken place. The impairment review is performed by projecting the future cash flows, excluding finance and tax, based upon budgets and plans and making appropriate assumptions about rates of growth and discounting these using a rate that takes into account prevailing market interest rates and the risks inherent in the business. If the present value of the projected cash flows is less than the carrying value of the underlying net assets and related goodwill, an impairment charge would be required in the Statement of Comprehensive Income.
This calculation requires the exercise of significant judgement by management; if the estimates made prove to be incorrect or changes in the performance of the subsidiaries affect the amount and timing of future cash flows, goodwill may become impaired in future periods.
In respect of acquisitions, at the point of acquisition the group is required to assess whether intangible assets need to be separately identified and measured. The measurement and assessment of the useful economic lives of intangible assets requires the use of judgement by management.
Vehicles held on consignment have been included in 'vehicle stocks' within 'stocks' on the basis that the group has determined that it holds the significant risks and rewards attached to these vehicles.
Stock valuation is regularly monitored against age profile and market demand. Management use a number of market tools during the appraisal process including Glass’ and CAP valuation guides. The director maintains oversight of ageing stock profiles and a monthly review of any provision required is performed.
The group receives income in the form of various incentives which are determined by the brand partners. The amount received is generally based on achieving specific objectives such as a specified sales volume, as well as other objectives including maintaining brand partner standards which may include, but are not limited to, retail centre image and design requirements, customer satisfaction survey results and training standards. Objectives are generally set and measured on either a quarterly or annual basis.
Where incentives are based on a specific sales volume or number of registrations, the related income is recognised as a reduction in cost of sales when it is reasonably certain that the income has been earned. This is generally the later of the date the related vehicles are sold or registered or when it is reasonably certain that the related target will be met. Where incentives are linked to retail centre image and design requirements, customer satisfaction survey results or training standards, they are recognised as a reduction in cost of sales when it is reasonably certain that the incentive will be received for the relevant period.
The group may also receive contributions towards advertising, promotional and rent expenditure. Where such contributions are received, they are recognised as a reduction in the related expenditure in the period to which they relate.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 December 2024 are as follows:
Stock is stated net of provisions of £4,978,711 (2023 - £4,977,221).
Included within stock are consigned vehicles to the sum of £19,098,176 (2023: £10,309,651). The corresponding liability is included within trade creditors.
The vehicle funding creditor amounting to £27,567,750 (2023 - £24,456,113) included within trade creditors is secured directly over the vehicles to which it relates.
Other borrowings of £3,081,528 (2023 - £nil) are secured directly over the vehicles to which it relates.
The long-term loans are secured by fixed charges over property & fixed assets.
The bank loan taken out in January 2017 with NatWest in JCB Medway Limited has been refinanced and transferred to Bischoff (Holdings) Limited as of January 2023. The loan is repayable in 24 quarterly instalments with an interest rate of 2% above the finance house base rate.
The bank loan taken out in May 2018 with Volkswagen Bank GmbH is repayable in 120 monthly instalments with an interest rate of 2.14% above the finance house base rate.
Included above are bank and stocking loans in Ashford Orbital Ltd which are secured on the assets of the company. The bank loans are repayable by instalments on a monthly basis attracting an interest rate of 2.3% above the base rate. The stocking loans are secured on the assets of the company.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Contributions amounting to £38,757 (2023: £30,658) were payable to the fund at the reporting date.
This reserve represents the adjustments necessary to correctly state the group restructure accounted for under the merger accounting principles.
This reserve includes all current and prior period retained profits and losses, less dividends paid.
On 1 February 2024 the group acquired 100% of the issued capital of Ashford Orbital Limited.
A cross guarantee is in place between JCB Medway Limited, JCB Medway TPS (2015) Limited and South Essex TPS (2015) Limited in respect of certain bank borrowings. At the reporting date the contingent liability in this respect amounted to £1,726,125 (2023: £1,726,125).
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. Debtors and creditors due within one year include amounts due to and from other group companies.
Included within debtors is an amount owed from Euro Van Hire Ltd. in the sum of £2,733,819 (2023 - £1,867,722), no interest is charged on the balance. Euro Van Hire Ltd. is a related party due to common ownership.
Also during the year the group recharged expenses to Euro Van Hire Ltd. in the sum of £50,779 (2023 - £51,257). All transactions took place at arms length.
Dividends totalling £0 (2023 - £1,000,000) were paid in the year in respect of shares held by the company's director.
Included in other debtors are advances to a director. The advances are unsecured, interest free and repayable on demand.