REGISTERED NUMBER: 14125335 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2024

for

Toll Bar 1 Ltd

Trading as

Tyre-Line Group

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

18

DIRECTORS:

N J Burrell

K C Ellington

D N Thornton

REGISTERED OFFICE:

Toll Bar House

1 Derby Road

Ilkeston

Derbyshire

DE7 5FH

REGISTERED NUMBER:

14125335 (England and Wales)

AUDITORS:

BK Plus Audit Limited

Azzurri House

Walsall Road

Aldridge

Walsall

West Midlands

WS9 0RB

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face.

PRINCIPAL RISKS AND UNCERTAINTIES

Credit risk is managed through only trading with creditworthy third parties and all receivable balances are monitored on an ongoing basis.

Liquidity risk is the risk that the group will not have sufficient cash and debt facilities to meet future obligations. The group prepares annual forecasts of future requirements and monitors cash flow on an ongoing basis.

As for many businesses of our size, the business environment in which we operate continues to be challenging. Whilst the market is competitive, the group is well established and has strong customer loyalty and the directors feel confident that the group can deal with the challenges ahead.

With these risks and uncertainties in mind, we are aware that any plans for the future development of the business may be subject to unforeseen future events outside of our control.

KEY PERFORMANCE INDICATORS

We consider turnover and gross margin as the key financial performance indicators that best communicate the overall financial performance and strength of the group.

- Turnover: In 2024, overall turnover decreased to £11,319,399 compared with £13,085,976 in 2023. The reduction reflects changes in customer activity and a softer market environment.

- Gross Margin: The gross margin improved to 28.3% in 2024, up from 26.3% in 2023. This was supported by supply chain adjustents made during the year.

- Operations: We maintained strong customer relationsips, enhanced our supply chain resilience, and continued to develop new opportunities across our core product areas. The business remains focused on navigating ongoing economic challenges whilst pursuing sustainable growth.

- Acquisition: In June 2024, the company completed the acquisition of CR Products Ltd, securing full ownership.

Other Key Performance Indicators

The group closely monitors the economy, markets, and global events to minimize risks to our business. Our ISO

9001-approved quality systems ensure that we have robust controls in place and effective plans to mitigate the impact of any significant challenges.

The safety and welfare of our employees remain a top priority, and we are increasingly focused on monitoring and

reducing our environmental impact. The group is committed to continuously improving its systems and planning

policies that will lead the business toward a positive, prudent, and financially successful future.

ON BEHALF OF THE BOARD:

K C Ellington - Director

30 September 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the purchase and sale of tyres, wheels and associated parts.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 will be £ 41,000 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

N J Burrell

K C Ellington

D N Thornton

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, BK Plus Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

K C Ellington - Director

30 September 2025

Opinion

We have audited the financial statements of Toll Bar 1 Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

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

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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.

From the preliminary of the audit, we ensure our understanding of the entity is up to date. This includes, but is not limited to, current knowledge of their activities, the business and control environments, and their compliance with the applicable legal and regulatory frameworks. This information supports our risk identification and the subsequent design of audit procedures to mitigate those risks; ensuring that the audit evidence obtained is sufficient and appropriate to support our opinion.

In response to the risks identified, specific to this entity, we designed procedures which included, but were not limited to:

· Enquiry of management and those charged with governance around actual and potential litigation and claims;

· Reviewing minutes of meetings of those charged with governance, if available;

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

· Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale for significant transactions outside the normal course of business.

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

Use of our report

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

Andrew Williams FCCA (Senior Statutory Auditor)

for and on behalf of BK Plus Audit Limited

Azzurri House

Walsall Road

Aldridge

Walsall

West Midlands

WS9 0RB

30 September 2025

TURNOVER

12,193,295

13,085,976

Cost of sales

8,422,451

9,641,207

GROSS PROFIT

3,770,844

3,444,769

Distribution costs

464,127

401,208

Administrative expenses

2,917,207

2,484,585

3,381,334

2,885,793

OPERATING PROFIT

4

389,510

558,976

Interest receivable and similar income

5

167

-

389,677

558,976

Interest payable and similar expenses

6

74,620

72,018

PROFIT BEFORE TAXATION

315,057

486,958

Tax on profit

7

16,808

103,028

PROFIT FOR THE FINANCIAL YEAR

298,249

383,930

Profit attributable to:

Owners of the parent

296,556

350,313

Non-controlling interests

1,693

33,617

298,249

383,930

PROFIT FOR THE YEAR

298,249

383,930

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

298,249

383,930

Total comprehensive income attributable to:

Owners of the parent

296,556

350,313

Non-controlling interests

1,693

33,617

298,249

383,930

FIXED ASSETS

Intangible assets

10

360,385

(119,317

)

Tangible assets

11

1,042,839

873,288

Investments

12

-

-

1,403,224

753,971

CURRENT ASSETS

Stocks

13

3,426,685

3,145,670

Debtors

14

2,499,166

2,250,562

Cash at bank and in hand

122,833

15,691

6,048,684

5,411,923

CREDITORS

Amounts falling due within one year

15

5,730,509

4,720,565

NET CURRENT ASSETS

318,175

691,358

TOTAL ASSETS LESS CURRENT LIABILITIES

1,721,399

1,445,329

CREDITORS

Amounts falling due after more than one year

16

(423,279

)

(453,761

)

PROVISIONS FOR LIABILITIES

19

(243,749

)

(194,445

)

NET ASSETS

1,054,371

797,123

CAPITAL AND RESERVES

Called up share capital

20

300

300

Capital redemption reserve

21

460

460

Retained earnings

21

704,328

448,773

SHAREHOLDERS' FUNDS

705,088

449,533

NON-CONTROLLING INTERESTS

349,283

347,590

TOTAL EQUITY

1,054,371

797,123

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

K C Ellington - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

3,069,282

2,535,282

3,069,282

2,535,282

CURRENT ASSETS

Debtors

14

300

300

CREDITORS

Amounts falling due within one year

15

2,978,947

2,558,479

NET CURRENT LIABILITIES

(2,978,647

)

(2,558,179

)

TOTAL ASSETS LESS CURRENT LIABILITIES

90,635

(22,897

)

CREDITORS

Amounts falling due after more than one year

16

136,000

-

NET LIABILITIES

(45,365

)

(22,897

)

CAPITAL AND RESERVES

Called up share capital

20

300

300

Retained earnings

(45,665

)

(23,197

)

SHAREHOLDERS' FUNDS

(45,365

)

(22,897

)

Company's loss for the financial year

(22,468

)

(20,942

)

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

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

K C Ellington - Director

Called up

Capital

share

Retained

redemption

capital

earnings

reserve

£

£

£

Balance at 1 January 2023

300

99,483

460

Changes in equity

Dividends

-

(1,023

)

-

Total comprehensive income

-

350,313

-

Balance at 31 December 2023

300

448,773

460

Changes in equity

Dividends

-

(41,000

)

-

Total comprehensive income

-

296,556

-

Balance at 31 December 2024

300

704,329

460

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 January 2023

100,243

313,973

414,216

Changes in equity

Dividends

(1,023

)

-

(1,023

)

Total comprehensive income

350,313

33,617

383,930

Balance at 31 December 2023

449,533

347,590

797,123

Changes in equity

Dividends

(41,000

)

-

(41,000

)

Total comprehensive income

296,556

1,693

298,249

Balance at 31 December 2024

705,089

349,283

1,054,372

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

300

(2,255

)

(1,955

)

Changes in equity

Total comprehensive income

-

(20,942

)

(20,942

)

Balance at 31 December 2023

300

(23,197

)

(22,897

)

Changes in equity

Total comprehensive income

-

(22,468

)

(22,468

)

Balance at 31 December 2024

300

(45,665

)

(45,365

)

Cash flows from operating activities

Cash generated from operations

1

1,300,798

1,236,861

Interest paid

(43,850

)

(41,029

)

Interest element of hire purchase payments paid

(30,770

)

(30,989

)

Tax paid

(79,106

)

(56,000

)

Net cash from operating activities

1,147,072

1,108,843

Cash flows from investing activities

Purchase of intangible fixed assets

(493,200

)

(10,946

)

Purchase of tangible fixed assets

(317,221

)

(62,713

)

Sale of tangible fixed assets

169

-

Acquisition net of cash

(228,000

)

(500,000

)

Interest received

167

-

Net cash from investing activities

(1,038,085

)

(573,659

)

Cash flows from financing activities

Loan repayments in year

(61,742

)

(87,499

)

Capital repayments in year

(105,215

)

(126,685

)

Amount introduced by directors

41,000

-

Equity dividends paid

(41,000

)

(1,023

)

Net cash from financing activities

(166,957

)

(215,207

)

(Decrease)/increase in cash and cash equivalents

(57,970

)

319,977

Cash and cash equivalents at beginning of year

2

(1,164,638

)

(1,484,614

)

Effect of foreign exchange rate changes

(6,218

)

-

Cash and cash equivalents at end of year

2

(1,228,826

)

(1,164,638

)

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

2024

2023

£

£

Profit before taxation

315,057

486,958

Depreciation charges

152,099

102,640

Profit on disposal of fixed assets

(169

)

-

Finance costs

74,620

72,018

Finance income

(167

)

-

541,440

661,616

(Increase)/decrease in stocks

(281,015

)

351,398

(Increase)/decrease in trade and other debtors

(245,485

)

173,396

Increase in trade and other creditors

1,285,858

50,451

Cash generated from operations

1,300,798

1,236,861

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

122,833

15,691

Bank overdrafts

(1,351,659

)

(1,180,329

)

(1,228,826

)

(1,164,638

)

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

15,691

98,153

Bank overdrafts

(1,180,329

)

(1,582,767

)

(1,164,638

)

(1,484,614

)

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

15,691

107,142

122,833

Bank overdrafts

(1,180,329

)

(171,330

)

(1,351,659

)

(1,164,638

)

(64,188

)

(1,228,826

)

Debt

Finance leases

(497,760

)

105,215

(392,545

)

Debts falling due within 1 year

(587,500

)

351,026

(236,474

)

Debts falling due after 1 year

(90,625

)

(61,284

)

(151,909

)

(1,175,885

)

394,957

(780,928

)

Total

(2,340,523

)

330,769

(2,009,754

)

**	LAST YEAR - MOVEMENT IN CASH AND CASH EQUIVALENTS

AS CALCULATED IN CONSOLIDATED CASH FLOW STATEMENT

DOES NOT AGREE TO MOVEMENT PER BALANCE SHEET

COMPARE MOVEMENT ON CONSOLIDATED CASH FLOW STATEMENT

=

319,977

TO

MOVEMENT PER BALANCE SHEET

CASH AND CASH EQUIVALENTS LESS BANK OVERDRAFTS

(82,462

)

-

(402,438

)

=

319,976

1.	STATUTORY INFORMATION

Toll Bar 1 Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The financial statements have been prepared on the going concern basis. If the company's shareholders, creditors and bankers do not continue to support the company, this basis will no longer be appropriate and adjustments will be required to reflect this change of accounting basis.

Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Toll Bar 1 Ltd 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.

Going concern

In assessing the appropriateness of the going concern assumption, the Directors have reviewed detailed forecasts prepared for at least 12 months from the date of approval of the financial statements for both the Company and the Group and stress-tested these. Based on these forecasts, even under stressed results, both the Company and the Group can meet its liabilities as they fall due. The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and therefore consider that it is appropriate for the financial statements to be prepared on the going concern basis.