Mistsolar Limited

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 March 2025

DIRECTORS:

G Pesticcio

P L Daplyn

L A Pesticcio

SECRETARY:

P L Daplyn

REGISTERED OFFICE:

Bridgend Ford

Cowbridge Road

Watertown Industrial Estate

Bridgend

CF31 3BF

REGISTERED NUMBER:

01964884 (England and Wales)

AUDITORS:

BPU Limited

Chartered Accountants

Statutory Auditor

Radnor House

Greenwood Close

Cardiff Gate Business Park

Cardiff

CF23 8AA

BANKERS:

Natwest Bank plc

28 Adare Street

Bridgend

Mid Glamorgan

CF31 1EJ

REVIEW OF BUSINESS

The results on page 10 indicate a loss before tax of £15,647 from sales of £44,566,044 (2024: Profit before tax of £28,728 from sales of £49,525,266)

New Vehicle Sales saw a decline in volumes and a decline in margins as Ford's share of the market has declined as traditional ICE vehicles have not yet fully been replaced with EVs. To counter the decline in New we have invested in used vehicles, and we now see that this action is replacing the reduced revenue on new. However, we realise that household income is still coming under pressure from inflation and increased mortgage costs and are vigilant to the changing needs of our customers. The performance of our after-sales is up on both sales and margin, as we have adapted to serving a wider customer base. Interest charges were up by £66K and we have taken action to reduce this in the future.

The key performance indicator is the gross profit on our vehicle sales which grew by 6% at £3.5 million from £3.3 million

PRINCIPAL RISKS AND UNCERTAINTIES

Interest rates:

Interest rates remaining high is one of the biggest risks to the business, as 90% of vehicle sales are purchased with some sort of finance. This will lead to higher monthly payments for customers, as will the switch to electric vehicles as these products tend to be more expensive. High interest rates may also reduce available household disposable income, particularly as domestic mortgages come off previous fixed rate deals at lower interest rates.

Liquidity risk:

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

IT systems:

The Company relies on its Computer systems any disruption to the system would impact the company's ability to operate. The Company has invested in offsite storage with the latest technology and has continuity plans.

Economic risk:

The directors remain cautiously optimistic about for the next 12 months having considered the impact of the economic outlook, tariffs and global conflicts on the company's sales, suppliers and workforce.The directors remain confident that they have in place plans to deal with any adverse change in trading that may arise.

STRATEGY AND FUTURE DEVELOPMENTS

The company continues its strategy of consolidating its position by growing all departments and in particular is investing in capital and training to take advantage of the evolving market in electric vehicles.

THIS REPORT WAS APPROVED BY THE BOARD:

P L Daplyn - Director

27 October 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the operation of a Ford Motor Company franchised dealership.

DIVIDENDS

The total distribution of dividends for the year ended 31 March 2025 was £Nil (2024 - £222,666).

DIRECTORS

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

G Pesticcio

P L Daplyn

L A Pesticcio

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company 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 company'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 company's auditors are aware of that information.

THIS REPORT WAS APPROVED BY THE BOARD:

P L Daplyn - Director

27 October 2025

Opinion

We have audited the financial statements of Mistsolar Limited (the 'company') for the year ended 31 March 2025 which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 31 March 2025 and of its loss 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our 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 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 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

-	the 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 four, 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 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 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:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risks of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment.

The laws and regulations that we determined were most significant to the company were Health & Safety regulations, regulation of The Financial Conduct Authority, the Companies Act 2006, Environmental law, Employment law and UK corporate tax laws.

We obtained an understanding of how the company is complying with those laws and regulations by making enquiries of the management and those charged with governance, and corroborated these enquiries through our review of relevant documentation and review of legal and professional spend for the year.

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur. We addressed the risk of management override of internal controls and assessed the effectiveness of the controls that management has in place to prevent and detect fraud, including testing of manual journals and evaluating the assumptions and judgements made by management in its significant accounting estimates. We also addressed the risk of incorrect stock valuation to ensure motor vehicles were recorded in the financial statements at the lower of cost and net realisable value.

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.

John Huw Palin FCA (Senior Statutory Auditor)

for and on behalf of BPU Limited

Chartered Accountants

Statutory Auditor

28 October 2025

TURNOVER

44,566,044

49,525,266

Cost of sales

(38,417,563

)

(43,634,779

)

GROSS PROFIT

6,148,481

5,890,487

Distribution costs

(3,788,305

)

(3,485,047

)

Administrative expenses

(2,041,382

)

(2,105,280

)

OPERATING PROFIT

4

318,794

300,160

Interest receivable & similar income

2,550

-

321,344

300,160

Interest payable and similar expenses

5

(336,991

)

(271,433

)

(LOSS)/PROFIT BEFORE TAXATION

(15,647

)

28,727

Tax on (loss)/profit

6

1,722

(11,236

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(13,925

)

17,491

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(13,925

)

17,491

FIXED ASSETS

Tangible assets

8

348,649

202,625

Investments

9

10,100

10,100

358,749

212,725

CURRENT ASSETS

Stocks

10

13,558,572

11,049,564

Debtors

11

1,134,728

1,296,749

Cash at bank and in hand

249,094

1,082,167

14,942,394

13,428,480

CREDITORS

Amounts falling due within one year

12

12,443,216

10,977,799

NET CURRENT ASSETS

2,499,178

2,450,681

TOTAL ASSETS LESS CURRENT LIABILITIES

2,857,927

2,663,406

CREDITORS

Amounts falling due after more than one year

13

(196,646

)

-

PROVISIONS FOR LIABILITIES

17

(62,500

)

(50,700

)

NET ASSETS

2,598,781

2,612,706

CAPITAL AND RESERVES

Called up share capital

18

50,000

50,000

Retained earnings

19

2,548,781

2,562,706

SHAREHOLDERS' FUNDS

2,598,781

2,612,706

The financial statements were approved by the Board of Directors and authorised for issue on 27 October 2025 and were signed on its behalf by:

P L Daplyn - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

50,000

2,767,881

2,817,881

Changes in equity

Dividends

-

(222,666

)

(222,666

)

Total comprehensive income

-

17,491

17,491

Balance at 31 March 2024

50,000

2,562,706

2,612,706

Changes in equity

Total comprehensive income

-

(13,925

)

(13,925

)

Balance at 31 March 2025

50,000

2,548,781

2,598,781

1.	STATUTORY INFORMATION

Mistsolar 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 Company 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.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover represents net invoiced sales of goods and services in relation to the sale and repair of motor vehicles, excluding value added tax.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant, machinery & computer equipment

-

between 3 and 10 years

Fixtures, fittings & office equipment

-

between 5 and 10 years

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stock is valued at the lower of cost and net realisable value.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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.

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.

Hire purchase and leasing commitments

Assets held under finance leases and hire purchase contracts, which are those where substantially all the risks and rewards of ownership of the asset have passed to the company, are capitalised in the balance sheet and depreciated over their useful lives.

The interest element of the rental obligations is charged to the profit and loss account over the period of the lease and represents a constant proportion of the balance of capital repayments outstanding.

Rentals paid under operating leases are charged to income on a straight line basis over the lease term.

Pension costs

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the profit and loss account in the period to which they relate.

Investments

Investments held as fixed assets are stated at cost.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

3,122,751

2,959,136

Social security costs

318,131

294,279

3,440,882

3,253,415

Average number of employees during the year

Number

Number

Administration

13

14

Parts

8

8

Service

29

29

Sales

33

36

83

87

2025

2024

£

£

Directors' remuneration

305,810

278,443

Directors' pensions

66,000

40,000

371,810

315,443

Information regarding the highest paid director is as follows:

2025

2024

£

£

169,350

162,581

4.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Depreciation - owned assets

72,959

63,869

Audit fees

16,500

15,500

Pension costs

143,329

127,593

Lease costs

51,891

108,777

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank interest

-

5,033

Hire purchase

336,991

266,400

336,991

271,433

6.

TAXATION

Analysis of the tax (credit)/charge

The tax (credit)/charge on the loss for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

(13,522

)

18,036

Deferred tax

11,800

(6,800

)

Tax on (loss)/profit

(1,722

)

11,236

Reconciliation of total tax (credit)/charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

(Loss)/profit before tax

(15,647

)

28,727

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 23.921%)

(3,912

)

6,872

Effects of:

Capital allowances in excess of depreciation

(12,110

)

-

Depreciation in excess of capital allowances

-

6,650

adjusted

Movement in deferred tax charge

11,800

(6,800

)

Charge in relation to prior year

415

4,514

Group relief

2,085

-

Total tax (credit)/charge

(1,722

)

11,236

7.

DIVIDENDS

2025

2024

£

£

Ordinary shares of £1 each

Paid

-

222,666

8.	TANGIBLE FIXED ASSETS

Plant,

Fixtures,

machinery

fittings

& computer

& office

equipment

equipment

Totals

£

£

£

COST

At 1 April 2024

476,881

167,651

644,532

Additions

188,519

30,464

218,983

Disposals

(40,807

)

(1,278

)

(42,085

)

At 31 March 2025

624,593

196,837

821,430

DEPRECIATION

At 1 April 2024

329,044

112,863

441,907

Charge for year

59,052

13,907

72,959

Eliminated on disposal

(40,807

)

(1,278

)

(42,085

)

At 31 March 2025

347,289

125,492

472,781

NET BOOK VALUE

At 31 March 2025

277,304

71,345

348,649

At 31 March 2024

147,837

54,788

202,625

9.	FIXED ASSET INVESTMENTS

Shares in

group

Unlisted

undertakings

investments

Totals

£

£

£

COST

At 1 April 2024

and 31 March 2025

100

10,000

10,100

NET BOOK VALUE

At 31 March 2025

100

10,000

10,100

At 31 March 2024

100

10,000

10,100

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Bridgend Rent-A-Car Limited

Registered office:

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

2025

2024

£

£

Aggregate capital and reserves

2

2

10.

STOCKS

2025

2024

£

£

Vehicle parts

404,673

336,321

Motor vehicles

13,153,899

10,713,243

13,558,572

11,049,564

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

806,914

851,077

Other debtors

167,882

441,912

Prepayments

159,932

3,760

1,134,728

1,296,749

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts (see note 14)

-

80,953

Trade creditors

9,824,705

8,825,051

Corporation tax

-

13,523

Social security and other taxes

95,451

95,101

VAT

744,429

1,067,104

Other creditors

1,486,792

631,607

Accrued expenses

291,839

264,460

12,443,216

10,977,799

13.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

196,646

-

14.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due within one year or on demand:

Bank loans

-

80,953

15.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

47,412

79,546

Between one and five years

165,451

112,097

212,863

191,643

16.	SECURED DEBTS

The following secured debts are included within creditors:

2025

2024

£

£

Bank loans

-

80,953

Hire purchase

631,466

205,696

631,466

286,649

The bank loan is secured by a fixed and floating charge over the assets of the company. There is a repayment holiday for the first 12 months, followed by 42 monthly repayments of £10,119.04 at an interest rate of 2.75% with the final repayment made in in January 2025.

Hire purchase contracts are secured by a charge over the vehicles to which they relate.