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REGISTERED NUMBER: 06978507 (England and Wales)

| GROUP STRATEGIC REPORT, |

| REPORT OF THE DIRECTORS AND |

| CONSOLIDATED FINANCIAL STATEMENTS |

| FOR THE YEAR ENDED 31 JANUARY 2025 |

| FOR |

| S AND M TYRES HOLDINGS LIMITED |

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

Page |

Company Information | 1 |

Group Strategic Report | 2 |

Report of the Directors | 4 |

Report of the Independent Auditors | 11 |

Consolidated Income Statement | 15 |

Consolidated Other Comprehensive Income | 16 |

Consolidated Balance Sheet | 17 |

Company Balance Sheet | 18 |

Consolidated Statement of Changes in Equity | 19 |

Company Statement of Changes in Equity | 20 |

Consolidated Cash Flow Statement | 21 |

Notes to the Consolidated Cash Flow Statement | 22 |

Notes to the Consolidated Financial Statements | 24 |

S AND M TYRES HOLDINGS LIMITED

COMPANY INFORMATION

FOR THE YEAR ENDED 31 JANUARY 2025

| DIRECTORS: | Mrs S D Whittemore

| R J Whittemore

| SECRETARY: | R J Whittemore

| REGISTERED OFFICE: | EG Wholesale

| Elite House

| Star Road, Partridge Green

| Horsham

| West Sussex

| RH13 8RA

| REGISTERED NUMBER: | 06978507 (England and Wales)

| AUDITORS: | GBJ Financial Limited

| Statutory Auditor

| Sterling House

| 27 Hatchlands Road

| Redhill

| Surrey

| RH1 6RW

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 JANUARY 2025

The directors present their strategic report of the company and the group for the year ended 31 January 2025.

PRINCIPAL ACTIVITY

The company's principle activity is selling tyres; we sell to the public and local businesses through nineteen fast-fit centres that trade as Elite Garages. We wholesale tyres to the motor trade across southern England as EG Wholesale.

In addition we operate nine petrol stations in West Sussex, Surrey, Hampshire and Cornwall and a supermarket which trades as Morrisons Local in Shaftesbury.

REVIEW OF BUSINESS

We consider the key financial performance indicators are those that communicate the financial performance and strength of the group as a whole being turnover and gross margin. The business monitors its stock levels, cash reserves and its debtor, creditor KPI's.

The products that we deal in are closely related to the price of oil and the exchange rate of the dollar, these factors along with interest rates and the effect of our competitors are the major risks and uncertainties we face.

The volume of fuel that we sold this year was down 3.7% against last year. Margin remained consistent at 12.2% vs 12.3% last year. Shop sales decreased 4.9% year-on-year. Gross margin increased to 29.5% from 28.9%.

The tyre business turnover increased by some 26% in the year, Gross margin decreased by 1% year on year. Labour continued to increase and was 21.8% higher than last year, part of the increase can be attributed to additional sites being bought on throughout the year.

Our total turnover for the year increased to £82m (2024 - £74.0m) an increase of 7.9% and our gross profit increased to £11.2m (2024 - £9.8m) a rise of 14%.

The group's policy is to consult and discuss with employees matters likely to affect employees interest.

Information about matters of concern to employees is given via information emails and bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial ,economic and environmental factors affecting the company performance.

Like all businesses we are continually reviewing our impact on the environment and seek advice from several environmental consultants to improve our environmental impact.

SECTION 172(1) STATEMENT

This section serves as our S172 statement and should be read in conjunction with the whole Strategic Report. S172 Companies Act 2006 requires directors to take into consideration the interests of stakeholders in their decision making. The directors continue to have regard to the interests of the group's employees and other stakeholders including the impact of its activities on the community, the environment and the group's reputation when making decisions. The directors consider that acting in good faith and fairly between stakeholders is most likely to promote the success of the group. Our principal stakeholders are engaged with on a regular basis.

DISABLED EMPLOYEES

The group gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled person. Where existing employees become disabled, it is the group's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training, career development and promotion to disabled employees wherever appropriate.

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 JANUARY 2025

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

The directors regularly engage with all stakeholders including customers, suppliers and other business partners. This enables the directors to enhance market focus, improve decision making and promote the long-term success of the group more effectively, and includes:

- regular engagement with major customers;

- regular meetings with major suppliers to ensure we are supporting their efforts to bring products to market at fair prices, with rigorous quality control and high levels of availability;

- regular contact with our bankers and professional advisers to discuss our strategy and performance;

- regular reviews with employees of their role in the business and how it contributes to the overall business performance.

PRINCIPAL RISKS AND UNCERTAINTIES

The risks and uncertainties in our business are affected by international exchange rates, commodity prices, Oil prices, domestic and foreign inflation and shipping costs. The business is subject to changing technological advances in the sale of Petrol and Diesel to the growth of electric vehicles. Changes in the level of competition from other tyre sellers and petrol retailers will also have a bearing.

OBJECTIVES AND POLICIES

The group does not actively use financial instruments as part of its financial risk management. The group's policy is to finance working capital through the use of loan advances. The group is exposed to the usual credit and cash flow risk associated with selling on credit. The Directors do not consider any other risks attaching to the use of financial instruments to be material to an assessment of the group's financial position or results for the year.

PRICE RISK, CREDIT RISK, LIQUIDITY RISK AND CASH FLOW RISK

The business' principal financial instruments comprise bank balances, trade debtors, trade creditors and loans to the business. The main purpose of the instruments is to finance the business' operations.

In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility by management of credit facilities.

Trade debtors are managed in respect of credit and cash flow risk by the regular monitoring of amounts outstanding for both time and credit limits. The amounts presented in the balance sheet are net of allowances for doubtful debtors.

It is the group's policy to ensure settlement of supplier invoices in accordance with the stated terms. The business manages the liquidity risk by ensuring that there are sufficient funds available for operations.

FUTURE DEVELOPMENTS

Expansion of the business will continue to be a key focus across all revenue streams.

POSITION OF THE GROUP AT THE YEAR END

The results for the year and the financial position at the year end were considered satisfactory by the directors who expect continued growth in the foreseeable future.

ON BEHALF OF THE BOARD:

R J Whittemore - Director

23 October 2025

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 JANUARY 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 January 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 January 2025.

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 JANUARY 2025

DIRECTORS

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

Mrs S D Whittemore

R J Whittemore

STREAMLINED ENERGY AND CARBON REPORTING

Environmental Matters and Streamlined Energy and Carbon Reporting (SECR)

The company takes environmental matters seriously and continues to improve its impact on the local and wider environment.

From 1 August 2019 we are required to report under new SECVR regulations which provides increased transparency on our energy efficiency and emissions as a business.

Reporting methodology

This report (including the Scope 1, 2 and 3 consumption and CO2e emissions data) has been developed and calculated using the GHG Protocol - A Corporate Accounting and Reporting Standard (World Resources Institute and World Business Council for Sustainable Development, 2004); Greenhouse Gas Protocol - Scope 2 Guidance (World Resources Institute, 2015); ISO 14064-1 and ISO 14064-2 (ISO, 2018; ISO, 2019); Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting Guidance (HM Government, 2019).

Government Emissions Factor Database 2024 version 1.1 has been used, utilising the published kWh gross calorific value (CV) and kgCO2e emissions factors relevant for the reporting period 01/02/2024 - 31/01/2025.

All estimations equated to 2.17% of reported consumption. These partial-year estimations were applied to 3 electricity supplies and 2 gas supplies.

2025 Scope 3 transportation has been estimated based on figures provided for 2024.

Market-based emissions have been used by applying supplier specific emissions factors to the associated supplied energy (0.00 tCO2 for Bryt Energy and 0.00042 tCO2 for Drax). In addition, invoices from EDF were supplied with REGO certification, stating 0.00 tCO2

.

S&M Tyres Limited generates solar energy onsite through solar arrays installed during 2024. The arrays have generated 17,777 kWh of renewable electricity in addition to the total consumed grid-supplied electricity.

An intensity metric has been calculated using total tCO2e figures and the selected performance indicator agreed with S&M Tyres Limited for the relevant report period: Total turnover FY2025: £81.99m (FY2024: £74.00m)

SECR Highlights

Year-on-year changes

- Electricity emissions have increased year on year, due to the acquisition of two new branches and one new warehouse.

- Natural gas and other fuel emissions have decreased against 2024, due to efforts made to mitigate heat loss thereby reducing requirement to heat premises.

- Transport emissions has increased due to the capacity of the new warehouse enabling space for 20+ vans and additional HGVs.

Energy Saving Projects: Highlights

- Replacement of current fleet.

- Site meter upgrades.

- Lighting upgrades.

- Heat loss.

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 JANUARY 2025

Table 1: Energy Source Breakdown for Total UK Location-Based Emissions

| Natural Gas &Other Fuels |  | Electricity |  | Transport |  | Total |

FY2025 Carbon & Energy Consumption |  |

kWh |  | 27,566 |  | 1,734,930 |  | 4,192,888 |  | 5,955,385 |

tCO2e |  | 5.07 |  | 355.54 |  | 1,000.84 |  | 1,361.44 |

FY2024 Carbon & Energy Consumption* |  |

kWh |  | 31,396 |  | 1,595,821 |  | 2,801,746 |  | 4,428,962 |

tCO2e |  | 5.76 |  | 328.37 |  | 630.13 |  | 964.25 |

YOY percentagechange (tCO2e) |  | -12.04% |  | +8.27% |  | +58.83% |  | +41.19% |

Table 2: Emission Intensity Breakdown for Total UK Location-Based Emissions

| Natural Gas &Other Fuels |  | Electricity |  | Transport |  | Total |

Carbon Intensity Metric |  |

FY2025 tCO2e perTurnover (£m) |  | 0.06 |  | 4.34 |  | 12.21 |  | 16.61 |

FY2024 tCO2e perTurnover (£m) |  | 0.08 |  | 4.44 |  | 8.52 |  | 13.03 |

YOY percentagechange (tCO2e) |  | -20.61% |  | -2.27% |  | +43.36% |  | +27.44% |

N.B. The reported Scope 1, 2 and 3 emissions and intensity metrics in Tables 1 and 2 have been rounded to two decimal places, and any year on-year comparison calculations have been carried out using complete, unrounded figures.

Executive Summary

SECR disclosures are mandatory for listed and large unlisted UK companies with reporting cycles beginning on or after 1st April 2019.

This report summarises S&M Tyres Limited’s (S&M Tyres) energy usage, associated emissions, energy efficiency actions and energy performance under the government policy Streamlined Energy & Carbon Reporting (SECR). This is implemented by the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.

Under the legislation, S&M Tyres must disclose its energy consumption, emissions, intensity metrics and all energy efficiency improvements implemented for all UK operations.

S&M Tyres is a UK-incorporated business. An operational boundary has been applied for the purposes of the reporting.

2.17% of consumption data used for SECR has been estimated to achieve 100% data coverage, decreasing from the FY2024 estimation level of 0.68%.

Reporting Year: February 2024 - January 2025

S&M Tyres Scope 1 direct and Scope 3 indirect emissions (combustion of natural gas, other fuels and transportation fuels) for this reporting year are 1,005.90 tCO2e, resulting from the direct combustion of 4,220,454 kWh of fuel. This represents a carbon increase of 58.19% from last year, ending January 2024 (Table 1).

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 JANUARY 2025

Scope 2 indirect emissions (purchased electricity) for this reporting year are 355.54 tCO2e, resulting from 1,734,930 kWh of electricity purchased and consumed in day-to-day business operations. This represents a carbon increase of 8.27% from last year, ending January 2024 (Table 2).

S and M’s operations have an intensity metric of 16.61 tCO2e per £m turnover for this reporting year. This represents an increase in the operational carbon intensity of 27.44% from last year ending January 2024 (Table 2).

Annual Reporting Figures: Consumption and Location-Based Emissions

The following tables show the consumption and associated emissions for the financial years ending January 2025 and January 2024 for all operations.Total consumption and location-based emissions are reported in Tables 4 and 5.

Scope 1 consumption and emissions include direct combustion of natural gas, other fuels, and fuels used for transportation operations, such as company vehicle fleets.

Scope 2 consumption and emissions cover indirect emissions related to the consumption of purchased electricity and self generated solar electricity in day-to-day business operations.

Scope 3 consumption and emissions cover emissions from sources not directly owned by S&M Tyres, i.e., grey fleet business travel undertaken in employee-owned vehicles only.

Table 3: S&M Tyres Limited Total Emissions Intensity Metrics

Intensity Metrics |  | Location-based |  | Market-based |  |

| FY2025 |  | FY2024 |  | FY2025 |  | FY2024 |  |

Total Turnover (£m) |  | 81.99 |  | 74.00 |  | 81.99 |  | 74.00 |  |

All Scopes tCO2eper Turnover (£m) |  | 16.61 |  | 13.03 |  | 12.28 |  | 8.59 |  |

Percentage change |  | +27.44% |  | +42.95% |  |

* The reported intensity metrics have been rounded to two decimal places. Any year-on-year comparison calculations have been conducted using complete unrounded figures.

Table 4: S&M Tyres Limited FY2025 Total Energy Consumption (kWh).

| FY2025 Consumption kWh |  | FY2024 Consumption kWh |

Utility and Scope |  |

Scope 1 Total |  | 4,152,968 |  | 2,766,370 |

Natural Gas and Other Fuels(Scope 1) |  | 27,566 |  | 31,396 |

Transportation(Scope 1) |  | 4,125,401 |  | 2,734,974 |

Scope 2 Total |  | 1,734,930 |  | 1,595,821 |

Grid-Supplied Electricity(Scope 2) |  | 1,717,154 |  | 1,585,741 |

Self-Generated Electricity(Scope 2) |  | 17,777 |  | 10,079 |

Scope 3 Total |  | 67,487 |  | 66,772 |

Transportation(Scope 3) |  | 67,487 |  | 66,772 |

Total |  | 5,955,385 |  | 4,428,962 |

Table 5: S&M Tyres Limited FY2025 Total Location-based Emissions (tCO2e).

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 JANUARY 2025

| FY2025 Emissions tCO2e |  | FY2024 Emissions tCO2e |

Utility and Scope |  | UK |  | UK |

Scope 1 Total |  | 990.86 |  | 620.87 |

Natural Gas and Other Fuels(Scope 1) |  | 5.07 |  | 5.76 |

Transportation(Scope 1) |  | 985.80 |  | 615.11 |

Scope 2 Total |  | 355.54 |  | 328.37 |

Grid-Supplied Electricity(Scope 2) |  | 355.54 |  | 328.37 |

Scope 3 Total |  | 15.04 |  | 15.02 |

Transportation(Scope 3)* |  | 15.04 |  | 15.02 |

Total |  | 1,361.44 |  | 964.25 |

* 2025 Scope 3 transportation has been estimated based on figures provided for 2024.

Annual Reporting Figures: Year-on-Year Changes

Electricity consumption has increased year on year, due to the acquisition of two new branches and one new warehouse.

Natural gas and other fuel emissions have decreased against 2024, due to efforts made to mitigate heat loss thereby reducing requirement to heat premises.

Transport emissions have increased due to the capacity of the new warehouse enabling space for 20+ vans and additional HGVs.

Annual Reporting Figures: Voluntary Market-Based Emissions

S and M dual-report on location-based and market-based emissions factors. Market based emissions demonstrate the carbon reduction achieved by renewable electricity procurement. Market-based emissions are reported in tCO2 only and reflect the specific emissions associated with a supplier-specific fuel mix or residual grid factor. Refer to the appendix for market-based methodology. Total market-based emissions are reported in Table 6.

Table 6: S&M Tyres Limited Total Market-Based* Emissions (tCO2).

Utility and Scope |  | 2025 Emissions |  | 2024 Emissions |

| Location based tCO2e |  | Market based tCO2e |  | Location based tCO2e |  | Market based tCO2e |  |

Scope 1 Total |  | 990.86 |  | 990.86 |  | 620.87 |  | 620.87 |  |

Natural gas and Other Fuels (Scope 1) |  | 5.07 |  | 5.07 |  | 5.76 |  | 5.76 |  |

Transportation (Scope 1) |  | 985.80 |  | 985.80 |  | 615.11 |  | 615.11 |  |

Scope 2 Total |  | 355.54 |  | 1.22 |  | 328.37 |  | 0.00 |  |

Grid-Supplied Electricity (Scope 2)** |  | 355.54 |  | 1.22 |  | 328.37 |  | 0.00 |  |

Scope 3 Total |  | 15.04 |  | 15.04 |  | 15.02 |  | 15.02 |  |

Transportation (Scope 3)* |  | 15.04 |  | 15.04 |  | 15.02 |  | 15.02 |  |

Total |  | 1,361.44 |  | 1,007.12 |  | 964.25 |  | 635.89 |

*2025 Scope 3 transportation has been estimated based on figures provided for 2024.

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 JANUARY 2025

**Market-based emissions are reported in tCO2 only and reflect the supplier-specific emissions associated with a REGO-backed electricity contract. Please see the Methodology in the appendix for further details.

Energy Efficiency Narrative

S and M is committed to year-on-year improvements in its operational energy efficiency. A register of energy efficiency measures has been compiled, with a view to implementing these measures in the next five years.

Measures Undertaken In 2025

Replacement of current fleet

S and M have been undertaking a gradual upgrade of their fleet vehicles, replacing old or inefficient vehicles with more efficient models.

Site meter upgrades

Where possible, S and M are upgrading electricity and gas meters on site to allow better granularity of data.

Lighting upgrade

S and M have undertaken a replacement programme for lighting, replacing existing light bulbs with energy-efficient LED alternatives as needed, based on bulb failure or scheduled maintenance, to improve energy consumption and reduce long term costs.

Heat loss

Measures have been implemented to reduce heat loss wherever feasible across the portfolio, such as ensuring that roller shutters are kept closed during non-operational hours or adverse weather conditions, in order to maintain internal temperature stability and improve energy efficiency.

Measures To Be Addressed In 2026

Replacement of current fleet

S and M have been progressively upgrading their fleet by phasing out older or less efficient vehicles and replacing them with newer, more energy-efficient models. This initiative is part of a long-term sustainability strategy and will continue into the next year to further reduce emissions and operational costs.

Lighting upgrade

The replacement of existing light bulbs with energy-efficient LED alternatives - carried out as needed during bulb failure or scheduled maintenance - has been an effective measure to improve emissions and reduce long-term costs. This initiative will continue into the next year as part of our ongoing commitment to sustainability and operational efficiency.

DISCLOSURE IN THE STRATEGIC REPORT

Details of items required under Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Report Regulations) 2008 are provided in the Strategic Report on pages 2 and 3.

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 JANUARY 2025

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;

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

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

The 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, GBJ Financial Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R J Whittemore - Director

23 October 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

S AND M TYRES HOLDINGS LIMITED

Opinion

We have audited the financial statements of S And M Tyres Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2025 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 January 2025 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

S AND M TYRES HOLDINGS LIMITED

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 ten, 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

S AND M TYRES HOLDINGS LIMITED

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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

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

We enquired of management concerning the Company's policies and procedures relating to:

- the identification, evaluation and compliance with laws and regulations;

- the detection and response to the risks of fraud; and

- the establishment of internal controls to mitigate risks related to fraud or non-compliance with laws and

regulations.

The Company is subject to many laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements. We identified the following laws and regulations as the most likely to have a material effect if non-compliance were to occur; United Kingdom Generally Accepted Accounting Practice, the Companies Act 2006, tax legislation, anti-bribery legislation, GDPR and employment law.

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, by evaluating management's incentives and opportunities for manipulation of the financial statements. This included the evaluation of the risk of management override of controls. We determined that the principal risks were in relation to:

- journal entries that increased revenues or that reclassified costs from the income statement to the balance

sheet

- stock existence, completeness and valuation

- potential management bias in determining accounting estimates

- transactions with related parties.

It is the audit partner's assessment that the audit team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations.

We obtained an understanding of the Company's operations, including the nature of its revenue sources, products and services and of its objectives and strategies to understand the classes of transactions, account balances, expected financial statement disclosures and business risks that may result in risks of material misstatement. We also considered the effectiveness of the Company's control environment to identify and prevent any irregularities and fraud.

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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

S AND M TYRES HOLDINGS LIMITED

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.

Jonathan Hillier (Senior Statutory Auditor)

for and on behalf of GBJ Financial Limited

Statutory Auditor

Sterling House

27 Hatchlands Road

Redhill

Surrey

RH1 6RW

23 October 2025

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 JANUARY 2025

2025 | 2024 |

| Notes | £ | £ | £ | £

TURNOVER | 3 | 81,987,899 |  | 74,002,013 |  |

Cost of sales | 70,806,201 |  | 64,200,463 |  |

GROSS PROFIT | 11,181,698 |  | 9,801,550 |  |

Administrative expenses | 8,673,799 |  | 7,406,027 |  |

2,507,899 |  | 2,395,523 |  |

Other operating income | 4 | 552,365 |  | 511,145 |  |

OPERATING PROFIT | 6 | 3,060,264 |  | 2,906,668 |  |

Income from other participating interests | 427,706 |  | 454,941 |  |

Interest receivable and similar income | 7 | 629 |  | 30,058 |  |

|  |  | 428,335 |  |  |  |  | 484,999 |  |

3,488,599 |  | 3,391,667 |  |

Interest payable and similar expenses | 8 | 393,172 |  | 180,210 |  |

PROFIT BEFORE TAXATION | 3,095,427 |  | 3,211,457 |  |

Tax on profit | 9 | 738,509 |  | 723,321 |  |

PROFIT FOR THE FINANCIAL YEAR | 2,356,918 |  | 2,488,136 |  |

Profit attributable to:

Owners of the parent | 2,356,918 |  | 2,488,136 |  |

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

CONSOLIDATED OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 JANUARY 2025

2025 | 2024 |

| Notes | £ | £

PROFIT FOR THE YEAR | 2,356,918 |  | 2,488,136 |  |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 2,356,918 |  | 2,488,136 |  |

Total comprehensive income attributable to:

Owners of the parent | 2,356,918 |  | 2,488,136 |  |

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

CONSOLIDATED BALANCE SHEET

31 JANUARY 2025

2025 | 2024 |

| Notes | £ | £ | £ | £

FIXED ASSETS

Intangible assets | 11 | 391,901 |  | 414,440 |  |

Tangible assets | 12 | 21,258,279 |  | 16,887,549 |  |

Investments | 13 |

| Interest in joint venture

| Share of gross assets | 8,192,682 |  | 8,345,137 |  |

| Share of gross liabilities | (4,993,890 | ) | (5,324,051 | ) |

3,198,792 |  | 3,021,086 |  |

| Other investments | 8,239 |  | 8,239 |  |

24,857,211 |  | 20,331,314 |  |

CURRENT ASSETS

Stocks | 14 | 7,769,377 |  | 5,250,157 |  |

Debtors | 15 | 8,493,719 |  | 6,583,431 |  |

Cash in hand | 6,700 |  | 6,650 |  |

16,269,796 |  | 11,840,238 |  |

CREDITORS

Amounts falling due within one year | 16 | 17,699,505 |  | 13,500,754 |  |

NET CURRENT LIABILITIES | (1,429,709 | ) | (1,660,516 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 23,427,502 |  | 18,670,798 |  |

CREDITORS

Amounts falling due after more than one year | 17 | (4,287,742 | ) | (1,956,195 | ) |

PROVISIONS FOR LIABILITIES | 19 | (521,185 | ) | (452,946 | ) |

NET ASSETS | 18,618,575 |  | 16,261,657 |  |

CAPITAL AND RESERVES

Called up share capital | 20 | 100 |  | 100 |  |

Retained earnings | 21 | 18,618,475 |  | 16,261,557 |  |

SHAREHOLDERS' FUNDS | 18,618,575 |  | 16,261,657 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 23 October 2025 and were signed on its behalf by:

R J Whittemore - Director

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

COMPANY BALANCE SHEET

31 JANUARY 2025

2025 | 2024 |

| Notes | £ | £ | £ | £

FIXED ASSETS

Intangible assets | 11 | 470,614 |  | 529,440 |  |

Tangible assets | 12 | 17,226,356 |  | 13,826,286 |  |

Investments | 13 | 986,769 |  | 986,769 |  |

18,683,739 |  | 15,342,495 |  |

CURRENT ASSETS

Debtors | 15 | - |  | 744,229 |  |

CREDITORS

Amounts falling due within one year | 16 | 3,979,380 |  | 3,645,451 |  |

NET CURRENT LIABILITIES | (3,979,380 | ) | (2,901,222 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 14,704,359 |  | 12,441,273 |  |

CAPITAL AND RESERVES

Called up share capital | 20 | 100 |  | 100 |  |

Retained earnings | 21 | 14,704,259 |  | 12,441,173 |  |

SHAREHOLDERS' FUNDS | 14,704,359 |  | 12,441,273 |  |

Company's profit for the financial year | 2,263,086 |  | 2,273,734 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 23 October 2025 and were signed on its behalf by:

R J Whittemore - Director

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 JANUARY 2025

Called up |  |

share | Retained | Total |

capital | earnings | equity |

| £ | £ | £

Balance at 1 February 2023 | 100 |  | 13,773,421 |  | 13,773,521 |  |

Changes in equity

Total comprehensive income | - |  | 2,488,136 |  | 2,488,136 |  |

Balance at 31 January 2024 | 100 |  | 16,261,557 |  | 16,261,657 |  |

Changes in equity

Total comprehensive income | - |  | 2,356,918 |  | 2,356,918 |  |

Balance at 31 January 2025 | 100 |  | 18,618,475 |  | 18,618,575 |  |

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 JANUARY 2025

Called up |  |

share | Retained | Total |

capital | earnings | equity |

| £ | £ | £

Balance at 1 February 2023 | 100 |  | 10,167,439 |  | 10,167,539 |  |

Changes in equity

Total comprehensive income | - |  | 2,273,734 |  | 2,273,734 |  |

Balance at 31 January 2024 | 100 |  | 12,441,173 |  | 12,441,273 |  |

Changes in equity

Total comprehensive income | - |  | 2,263,086 |  | 2,263,086 |  |

Balance at 31 January 2025 | 100 |  | 14,704,259 |  | 14,704,359 |  |

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 JANUARY 2025

2025 | 2024 |

| Notes | £ | £

Cash flows from operating activities

Cash generated from operations | 1 | 2,725,806 |  | 2,283,094 |  |

Interest paid | (393,172 | ) | (180,210 | ) |

Tax paid | (611,160 | ) | (289,776 | ) |

Net cash from operating activities | 1,721,474 |  | 1,813,108 |  |

Cash flows from investing activities

Purchase of intangible fixed assets | (36,287 | ) | (473,267 | ) |

Purchase of tangible fixed assets | (5,226,367 | ) | (2,102,287 | ) |

Sale of tangible fixed assets | 9,132 |  | 42,657 |  |

Interest received | 629 |  | 30,058 |  |

Dividends received | 250,000 |  | 250,000 |  |

Net cash from investing activities | (5,002,893 | ) | (2,252,839 | ) |

Cash flows from financing activities

New loans in year | 2,850,000 |  | - |  |

Loan repayments in year | (281,124 | ) | (311,769 | ) |

Amount introduced by directors | 24,323 |  | 21,456 |  |

Amount withdrawn by directors | (34,417 | ) | (19,414 | ) |

Net cash from financing activities | 2,558,782 |  | (309,727 | ) |

Decrease in cash and cash equivalents | (722,637 | ) | (749,458 | ) |

Cash and cash equivalents at beginning of year | 2 | (203,981 | ) | 545,477 |  |

Cash and cash equivalents at end of year | 2 | (926,618 | ) | (203,981 | ) |

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 JANUARY 2025

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

2025 | 2024 |

| £ | £

| Profit before taxation | 3,095,427 |  | 3,211,457 |  |

| Depreciation charges | 898,219 |  | 808,210 |  |

| Loss on disposal of fixed assets | 7,112 |  | 444 |  |

| Finance costs | 393,172 |  | 180,210 |  |

| Finance income | (428,335 | ) | (484,999 | ) |

3,965,595 |  | 3,715,322 |  |

| Increase in stocks | (2,519,220 | ) | (673,107 | ) |

| Increase in trade and other debtors | (1,900,194 | ) | (2,017,505 | ) |

| Increase in trade and other creditors | 3,179,625 |  | 1,258,384 |  |

| Cash generated from operations | 2,725,806 |  | 2,283,094 |  |

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 January 2025

| 31.1.25 |  | 1.2.24

| £ | £

| Cash and cash equivalents | 6,700 |  | 6,650 |  |

| Bank overdrafts | (933,318 | ) | (210,631 | ) |

(926,618 | ) | (203,981 | ) |

| Year ended 31 January 2024

| 31.1.24 |  | 1.2.23

| £ | £

| Cash and cash equivalents | 6,650 |  | 545,477 |  |

| Bank overdrafts | (210,631 | ) | - |  |

(203,981 | ) | 545,477 |  |

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 JANUARY 2025

3. | ANALYSIS OF CHANGES IN NET DEBT

| At 1.2.24 | Cash flow | At 31.1.25

| £ | £ | £

| Net cash |

| Cash at bank and in hand | 6,650 |  | 50 |  | 6,700 |  |

| Bank overdrafts | (210,631 | ) | (722,687 | ) | (933,318 | ) |

(203,981 | ) | (722,637 | ) | (926,618 | ) |

| Debt

| Debts falling due within 1 year | (309,513 | ) | (269,697 | ) | (579,210 | ) |

| Debts falling due after 1 year | (1,956,195 | ) | (2,331,547 | ) | (4,287,742 | ) |

(2,265,708 | ) | (2,601,244 | ) | (4,866,952 | ) |

| Total | (2,469,689 | ) | (3,323,881 | ) | (5,793,570 | ) |

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

1. | STATUTORY INFORMATION

| S And M Tyres Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

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

| Basis of consolidation

| The consolidated financial statements consolidate the financial statements of the Company and its subsidiary undertakings drawn up to 31 January 2024.

| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. The parent company's profit for the financial year was £2,263,086 (2024: £2,273,734).

| Critical accounting judgements and key sources of estimation uncertainty

| In preparing these financial statements, the directors have made the following judgements:

| - Determine whether leases entered into by the company as a lessor are operating or finance leases.

| These decisions depend on an assessment of whether the risks and rewards of ownership have

| been transferred from the lessor to the lessee on a lease by lease basis.

| - Determine whether there are indicators of impairment of the group's tangible assets. Factors

| taken into consideration in reaching such a decision include the economic viability and expected

| future financial performance of the asset and where it is a component of a larger cash-generating

| unit, the viability and expected future performance of that unit.

| Other key sources of estimation uncertainty:

| - Trade debtors (see note 13)

| Determine the recoverability of trade receivables via regular review in the light of the available

| economic information specific to each receivable with specific provisions recognised for balances

| considered to be irrecoverable.

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

2. | ACCOUNTING POLICIES - continued

| Turnover and revenue recognition

| Turnover represents amounts receivable for the sale of motor vehicle parts, accessories, forecourt goods and the repair of motor vehicles, excluding discounts, rebates, value added tax and other sales taxes.

| Revenue is recognised by the group as and when the entity satisfies a performance obligation and the significant risks and rewards of ownership have been transferred to the customer.

| Goodwill

| Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the company's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

| Amortisation

| Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows: Straight line method over 10 years.

| Intangible assets

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

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

| Short leasehold | - | in accordance with the property

| Plant and machinery | - | 25% on reducing balance

| Motor vehicles | - | 25% on reducing balance

| Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. The need for any fixed asset impairment write-down is assessed by comparison of the carrying value of the assets against the recoverable amount.

| Stocks

| Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method for fuel stock. Tyre stock is valued using the average cost method.

| At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its recoverable amount being the higher of value in use and fair value less costs to sell, the impairment loss is recognised immediately in profit or loss.

| Taxation

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

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

2. | ACCOUNTING POLICIES - continued

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

| Financial instruments

| 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 entity after deducting all of its financial liabilities.

| Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are losses relating to financial liabilities are included in the Statement of Comprehensive Income. Finance presented as such in the Statement of Financial Position. Finance costs and gains or costs are calculated so as to produce a constant rate of return on the outstanding liability.

| Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited directly to equity.

| Financial instruments that are derivatives are valued at each period end, and the movement in value is taken to the Statement of Comprehensive Income.

| Foreign currencies

| The group's functional and presentational currency is GBP.

| Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

| At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and when fair value was determined. non-monetary items measured at fair value are measured using the exchange rate

| Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of comprehensive income.

| Leases

| Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

| The group receives income from operating leases. Receipts are credited to the profit and loss account on a straight line basis over the period of the lease.

| Pension costs and other post-retirement benefits

| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

2. | ACCOUNTING POLICIES - continued

| Borrowings

| Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.

| Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

| Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

| Going concern

| In preparing the financial statements the directors are required to assess the group's ability to continue to trade as a going concern for the foreseeable future.

| The directors have reviewed the cash flow forecasts and based their assessment therefore believe that the group will have sufficient financing in place to ensure cash flow requirements are satisfied and that there are no material uncertainties. As such, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

| Provisions for liabilities

| Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

| Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the company becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure to settle the obligation, taking into account relevant risk and uncertainties.

| When payments are eventually made, they are charged to the provision carried in the statement of Financial Position.

3. | TURNOVER

| The turnover and profit before taxation are attributable to the one principal activity of the group.

| An analysis of turnover by class of business is given below:

2025 | 2024 |

| £ | £

| Sale of goods | 66,258,702 |  | 58,553,415 |  |

| Rendering of services | 15,729,197 |  | 15,448,598 |  |

81,987,899 |  | 74,002,013 |  |

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

3. | TURNOVER - continued

| An analysis of turnover by geographical market is given below:

2025 | 2024 |

| £ | £

| United Kingdom | 81,987,899 |  | 74,002,013 |  |

81,987,899 |  | 74,002,013 |  |

4. | OTHER OPERATING INCOME

2025 | 2024 |

| £ | £

| Rents received | 552,365 |  | 511,145 |  |

5. | EMPLOYEES AND DIRECTORS

2025 | 2024 |

| £ | £

| Wages and salaries | 10,738,743 |  | 9,279,270 |  |

| Social security costs | 957,640 |  | 853,630 |  |

| Other pension costs | 326,097 |  | 257,393 |  |

12,022,480 |  | 10,390,293 |  |

| The average number of employees during the year was as follows:

2025 | 2024 |

| Retail and workshops | 340 |  | 296 |  |

| Administration and support | 13 |  | 17 |  |

| Other departments | 2 |  | 2 |  |

355 |  | 315 |  |

| The average number of employees by undertakings that were proportionately consolidated during the year was 355 (2024 - 315 ) .

2025 | 2024 |

| £ | £

| Directors' remuneration | 645,467 |  | 735,325 |  |

| Directors' pension contributions to money purchase schemes | 27,276 |  | 14,046 |  |

| The number of directors to whom retirement benefits were accruing was as follows:

| Money purchase schemes | 1 |  | 1 |  |

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

5. | EMPLOYEES AND DIRECTORS - continued

| Information regarding the highest paid director is as follows:

2025 | 2024 |

| £ | £

| Emoluments etc | 513,278 |  | 474,190 |  |

| Pension contributions to money purchase schemes | 27,276 |  | 14,046 |  |

6. | OPERATING PROFIT

| The operating profit is stated after charging:

2025 | 2024 |

| £ | £

| Other operating leases | 215,400 |  | 110,209 |  |

| Depreciation - owned assets | 839,393 |  | 749,382 |  |

| Loss on disposal of fixed assets | 7,112 |  | 444 |  |

| Goodwill amortisation | 58,826 |  | 58,827 |  |

| Auditors' remuneration | 19,600 |  | 16,850 |  |

| Auditors' remuneration for non audit work | 550 |  | 500 |  |

7. | INTEREST RECEIVABLE AND SIMILAR INCOME |

2025 | 2024 |

| £ | £

| Deposit account interest | 629 |  | 30,058 |  |

8. | INTEREST PAYABLE AND SIMILAR EXPENSES |

2025 | 2024 |

| £ | £

| Bank interest | 50,476 |  | - |  |

| Bank loan interest | 342,696 |  | 180,210 |  |

393,172 |  | 180,210 |  |

9. | TAXATION

| Analysis of the tax charge

| The tax charge on the profit for the year was as follows:

2025 | 2024 |

| £ | £

| Current tax:

| UK corporation tax | 670,270 |  | 722,111 |  |

| Deferred tax | 68,239 |  | 1,210 |  |

| Tax on profit | 738,509 |  | 723,321 |  |

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

10. | INDIVIDUAL INCOME STATEMENT

| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

11. | INTANGIBLE FIXED ASSETS

| Group

Goodwill |

| £

| COST

| At 1 February 2024 | 590,767 |  |

| Additions | 36,287 |  |

| At 31 January 2025 | 627,054 |  |

| AMORTISATION

| At 1 February 2024 | 176,327 |  |

| Amortisation for year | 58,826 |  |

| At 31 January 2025 | 235,153 |  |

| NET BOOK VALUE

| At 31 January 2025 | 391,901 |  |

| At 31 January 2024 | 414,440 |  |

| During the previous year, the group acquired Denmead Tyre Services Limited, a company registered in England and Wales. Denmead Tyre Services Limited accounts are made up to 31 December 2024 and have been consolidated into S and M Tyre Holdings Limited group accounts.

| Company

Goodwill |

| £

| COST

| At 1 February 2024

| and 31 January 2025 | 588,267 |  |

| AMORTISATION

| At 1 February 2024 | 58,827 |  |

| Amortisation for year | 58,826 |  |

| At 31 January 2025 | 117,653 |  |

| NET BOOK VALUE

| At 31 January 2025 | 470,614 |  |

| At 31 January 2024 | 529,440 |  |

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

12. | TANGIBLE FIXED ASSETS

| Group

Freehold | Short | Plant and | Motor |  |

property | leasehold | machinery | vehicles | Totals |

| £ | £ | £ | £ | £

| COST

| At 1 February 2024 | 15,415,950 |  | 1,795,244 |  | 3,115,476 |  | 1,662,137 |  | 21,988,807 |  |

| Additions | 3,535,806 |  | 811,475 |  | 367,318 |  | 511,768 |  | 5,226,367 |  |

| Disposals | - |  | - |  | (105,338 | ) | (30,298 | ) | (135,636 | ) |

| At 31 January 2025 | 18,951,756 |  | 2,606,719 |  | 3,377,456 |  | 2,143,607 |  | 27,079,538 |  |

| DEPRECIATION

| At 1 February 2024 | 1,732,081 |  | 653,944 |  | 1,983,016 |  | 732,217 |  | 5,101,258 |  |

| Charge for year | 135,736 |  | 106,800 |  | 290,769 |  | 306,088 |  | 839,393 |  |

| Eliminated on disposal | - |  | - |  | (101,156 | ) | (18,236 | ) | (119,392 | ) |

| At 31 January 2025 | 1,867,817 |  | 760,744 |  | 2,172,629 |  | 1,020,069 |  | 5,821,259 |  |

| NET BOOK VALUE

| At 31 January 2025 | 17,083,939 |  | 1,845,975 |  | 1,204,827 |  | 1,123,538 |  | 21,258,279 |  |

| At 31 January 2024 | 13,683,869 |  | 1,141,300 |  | 1,132,460 |  | 929,920 |  | 16,887,549 |  |

| Company

Freehold |

property |

| £

| COST

| At 1 February 2024 | 15,175,130 |  |

| Additions | 3,535,806 |  |

| At 31 January 2025 | 18,710,936 |  |

| DEPRECIATION

| At 1 February 2024 | 1,348,844 |  |

| Charge for year | 135,736 |  |

| At 31 January 2025 | 1,484,580 |  |

| NET BOOK VALUE

| At 31 January 2025 | 17,226,356 |  |

| At 31 January 2024 | 13,826,286 |  |

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

13. | FIXED ASSET INVESTMENTS

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

| £ | £ | £ | £

| Shares in group undertakings | - |  | - |  | 100 |  | 100 |  |

| Participating interests | 3,198,792 |  | 3,021,086 |  | 986,669 |  | 986,669 |  |

| Other investments not loans | 8,239 |  | 8,239 |  | - |  | - |  |

3,207,031 |  | 3,029,325 |  | 986,769 |  | 986,769 |  |

| Additional information is as follows:

| Group

Interest in |

joint |

venture |

| £

| COST

| At 1 February 2024 | 3,021,086 |  |

| Share of profit/(loss) | 177,706 |  |

| At 31 January 2025 | 3,198,792 |  |

| NET BOOK VALUE

| At 31 January 2025 | 3,198,792 |  |

| At 31 January 2024 | 3,021,086 |  |

| Investments (neither listed nor unlisted) were as follows:

2025 | 2024 |

| £ | £

| Group Tyre (UK) Limited | 8,239 |  | 8,239 |  |

| Company

Shares in | Interest in |

group | joint |

undertakings | venture | Totals |

| £ | £ | £

| COST

| At 1 February 2024

| and 31 January 2025 | 100 |  | 986,669 |  | 986,769 |  |

| NET BOOK VALUE

| At 31 January 2025 | 100 |  | 986,669 |  | 986,769 |  |

| At 31 January 2024 | 100 |  | 986,669 |  | 986,769 |  |

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

14. | STOCKS

| Group |

2025 | 2024 |

| £ | £

| Stocks | 7,769,377 |  | 5,250,157 |  |

15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

| £ | £ | £ | £

| Trade debtors | 5,490,986 |  | 4,075,076 |  | - |  | - |  |

| Other debtors | 1,574,819 |  | 2,353,930 |  | - |  | 744,229 |  |

| Directors' loan accounts | 34,417 |  | 24,323 |  | - |  | - |  |

| Prepayments | 1,393,497 |  | 130,102 |  | - |  | - |  |

8,493,719 |  | 6,583,431 |  | - |  | 744,229 |  |

16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

| £ | £ | £ | £

| Bank loans and overdrafts (see note 18) | 1,512,528 |  | 520,144 |  | - |  | - |  |

| Trade creditors | 11,269,428 |  | 8,327,600 |  | - |  | - |  |

| Amounts owed to group undertakings | - |  | - |  | 3,967,225 |  | 3,642,951 |  |

| Tax | 698,688 |  | 639,578 |  | - |  | - |  |

| Social security and other taxes | 497,926 |  | 400,251 |  | - |  | - |  |

| VAT | 1,198,484 |  | 781,798 |  | - |  | - |  |

| Other creditors | 838,500 |  | 825,580 |  | 9,654 |  | - |  |

| Defined contributions pension | 38,381 |  | 45,586 |  | - |  | - |  |

| Directors' loan accounts | 3,273 |  | 3,273 |  | - |  | - |  |

| Accrued expenses | 1,642,297 |  | 1,956,944 |  | 2,501 |  | 2,500 |  |

17,699,505 |  | 13,500,754 |  | 3,979,380 |  | 3,645,451 |  |

17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| Group |

2025 | 2024 |

| £ | £

| Bank loans (see note 18) | 4,287,742 |  | 1,956,195 |  |

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

18. | LOANS

| An analysis of the maturity of loans is given below:

| Group |

2025 | 2024 |

| £ | £

| Amounts falling due within one year or | on demand: |

| Bank overdrafts | 933,318 |  | 210,631 |  |

| Bank loans | 579,210 |  | 309,513 |  |

1,512,528 |  | 520,144 |  |

| Amounts falling due between one and | two years: |

| Bank loans - 1-2 years | 531,325 |  | 309,513 |  |

| Amounts falling due between two and | five years: |

| Bank loans - 2-5 years | 3,756,417 |  | 928,539 |  |

| Amounts falling due in more than five | years: |

| Repayable by instalments

| Bank loans more 5 yr by instal | - |  | 718,143 |  |

| Group

| Bank borrowings

| Barclays loan is denominated in sterling with an interest rate of 2.05% above BoE base rate, and the final instalment is due to be paid on 1 December 2026. The carrying amount at year end is £472,824 (2024: £524,344)

| Barclays loan is denominated in sterling with a nominal interest rate of 1.95% above BoE base rate, and the final instalment is due to be paid on 10 July 2028. The carrying amount at year end is £705,265 (2024: £767,268)

| Barclays loan is denominated in sterling with a nominal interest rate of 1.65% above BoE base rate. and the final instalment is due to be paid on 23 July 2025. The carrying amount at year end is £381,740 (2024: £406,265)

| Barclays loan is denominated in sterling with a nominal interest rate of 2.55% above BoE base rate, and the final instalment is due to be paid on 5 March 2026. The carrying amount at year end is £538,708 (2024: £567,831)

| Barclays loan is denominated in sterling with a nominal interest rate of 2.25% above BoE base rate, and the final instalment is due to be paid on 30 June 2029. The carrying amount at year end is £2,768,415 (2024: £Nil).

| Bank loans are secured by fixed and floating charges via inter-company cross guarantees.

19. | PROVISIONS FOR LIABILITIES

| Group |

2025 | 2024 |

| £ | £

| Deferred tax | 521,185 |  | 452,946 |  |

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

19. | PROVISIONS FOR LIABILITIES - continued

| Group

Deferred tax |

| £

| Balance at 1 February 2024 | 452,946 |  |

| Capital allowances timing | 68,239 |  |

| Balance at 31 January 2025 | 521,185 |  |

20. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| No. Class: |  | Nominal |  | 2024 |  |  | 2023 |  |

|  | value: |  | £ |  |  | £ |  |

| 82 Ordinary 'A' |  | £1 |  | 82 |  |  | 82 |  |

| 1 Ordinary 'B' |  | £1 |  | 1 |  |  | 1 |  |

| 17 Ordinary 'C' |  | £1 |  | 17 |  |  | 17 |  |

|  | 100 |  |  | 100 |  |

| Rights, preferences and restrictions

| Ordinary A shares have the following rights, preferences and restrictions:

| Ordinary A shares have full rights to voting and are entitled to a dividend if declared on this class of share.

| Ordinary B shares have the following rights, preferences and restrictions:

| Ordinary B shares have full rights to voting and are entitled to a dividend if declared on this class of share.

| Ordinary C shares have the following rights, preferences and restrictions:

| Ordinary C shares have full rights to voting and are entitled to a dividend if declared on this class of share.

21. | RESERVES

| Group

Retained |

earnings |

| £

| At 1 February 2024 | 16,261,557 |  |

| Profit for the year | 2,356,918 |  |

| At 31 January 2025 | 18,618,475 |  |

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

21. | RESERVES - continued

| Company

Retained |

earnings |

| £

| At 1 February 2024 | 12,441,173 |  |

| Profit for the year | 2,263,086 |  |

| At 31 January 2025 | 14,704,259 |  |

22. | PENSION COMMITMENTS

| The company operates a defined contribution pension scheme. The pension cost charge for the year

| represents contributions payable by the company to the scheme and amounted to £326,097 (2024:

| £257,393).

| Contributions totalling £38,381 (2024: £45,586) were payable to the scheme at the end of the year and

| are included in creditors.

23. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

| R J Whittemore

| At the balance sheet date the amount owed by R J Whittemore to the company was £34,417 (2024:

| £24,323).

| S D Whittemore

| At the balance sheet date S D Whittemore was owed £3,273 by the company (2024: £3,273).

S AND M TYRES HOLDINGS LIMITED (REGISTERED NUMBER: 06978507)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JANUARY 2025

24. | RELATED PARTY DISCLOSURES

| Group Tyre (UK) Limited

| (Associate)

| S and M Tyres Limited has a 10% interest in Group Tyre (UK) Limited. During the year purchases of

| £179,266 (2024: £148,556) were made from Group Tyre (UK) Limited. At the balance sheet date the

| amount due to Group Tyre (UK) Limited was £282,714 (2024: £1,819). At the balance sheet date, the

| amount due from Group Tyre (UK) Limited was £nil (2024: £6,000).

| Group Tyre Wholesale Limited

| (Joint venture)

| S and M Tyres Holdings Limited has a 50% interest in Group Tyre Wholesale Limited. During the year sales totalling £789,241 (2024: £191,046) and purchases totalling £1,636,612 (2024: £790,254) were made between the two companies. At the balance sheet date the amount due from Group Tyre Wholesale Limited was £223,047 (2024: £44,275). At the balance sheet date the amount due to Group Tyre Wholesale Limited was £18,539 (2024: £277,525).

| Whittemore Holdings Limited

| (Related party)

| Whittemore Holdings is under the same common control as S and M Tyres Limited. At the balance

| sheet date, the company owed S and M Tyres Limited £1,545,532 (2024: £1,722,413). This amount is

| included within other debtors, is interest free and repayable on demand.

| There are no key management personnel other than the directors.

25. | ULTIMATE CONTROLLING PARTY

| The ultimate controlling party is R J Whittemore.