Mistsolar Holdings Limited

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements for the Year Ended 31 March 2025

DIRECTORS:

P L Daplyn

G Pesticcio

REGISTERED OFFICE:

Bridgend Ford

Cowbridge Road

Waterton Industrial Estate

Bridgend

CF31 3BF

REGISTERED NUMBER:

10710968 (England and Wales)

AUDITORS:

BPU Limited

Chartered Accountants

Statutory Auditor

Radnor House

Greenwood Close

Cardiff Gate Business Park

Cardiff

CF23 8AA

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

REVIEW OF BUSINESS

The group consists of Mistsolar Group Limited, an intermediate holding company, Mistsolar Limited and Redi-87 Limited. The principal activity of Mistsolar Limited is the operation of a Ford Motor Company franchised dealership. The principal activity of Redi-87 Limited is that of holding property.

The results for the year as shown on page 10 indicate a profit before taxation of £24,213 (2024 - £232,950).

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

Mistsolar Limited

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

Mistsolar Limited

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

10 December 2025

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

DIVIDENDS

The total distribution of dividends for the year ended 31 March 2025 will be £0 (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.

P L Daplyn

G Pesticcio

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

THIS REPORT WAS APPROVED BY THE BOARD:

P L Daplyn - Director

10 December 2025

Opinion

We have audited the financial statements of Mistsolar Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Profit & Loss Account, 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 March 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.

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

Auditors' responsibilities for the audit of the financial statements

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

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

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

11 December 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

(1,941,838

)

(1,855,342

)

OPERATING PROFIT

4

418,338

550,098

Interest receivable & similar income

8,383

8,472

426,721

558,570

Interest payable and similar expenses

5

(402,508

)

(325,620

)

PROFIT BEFORE TAXATION

24,213

232,950

Tax on profit

6

(4,755

)

(62,291

)

PROFIT FOR THE FINANCIAL YEAR

19,458

170,659

OTHER COMPREHENSIVE INCOME

Non-distributable reserve

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

19,458

170,659

Profit attributable to:

Owners of the parent

19,458

170,659

Total comprehensive income attributable to:

Owners of the parent

19,458

170,659

FIXED ASSETS

Intangible assets

9

61,541

61,541

Tangible assets

10

2,348,649

2,202,625

Investments

11

10,000

10,000

2,420,190

2,274,166

CURRENT ASSETS

Stocks

12

13,558,572

11,049,564

Debtors

13

994,828

1,093,495

Cash at bank and in hand

878,434

1,730,934

15,431,834

13,873,993

CREDITORS

Amounts falling due within one year

14

12,491,968

11,124,837

NET CURRENT ASSETS

2,939,866

2,749,156

TOTAL ASSETS LESS CURRENT LIABILITIES

5,360,056

5,023,322

CREDITORS

Amounts falling due after more than one year

15

(958,419

)

(652,943

)

PROVISIONS FOR LIABILITIES

19

(71,700

)

(59,900

)

NET ASSETS

4,329,937

4,310,479

CAPITAL AND RESERVES

Called up share capital

20

755

755

Non-distributable reserves

21

33,838

33,838

Merger reserve

21

1,744,560

1,744,560

Retained earnings

21

2,550,784

2,531,326

SHAREHOLDERS' FUNDS

4,329,937

4,310,479

The financial statements were approved by the Board of Directors and authorised for issue on 10 December 2025 and were signed on its behalf by:

P L Daplyn - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

500,755

500,755

500,755

500,755

TOTAL ASSETS LESS CURRENT LIABILITIES

500,755

500,755

CAPITAL AND RESERVES

Called up share capital

20

755

755

Retained earnings

21

500,000

500,000

SHAREHOLDERS' FUNDS

500,755

500,755

Company's profit for the financial year

-

-

The financial statements were approved by the Board of Directors and authorised for issue on 10 December 2025 and were signed on its behalf by:

P L Daplyn - Director

Called up

share

Retained

Non-distributable

Merger

Total

capital

earnings

reserves

reserve

equity

£

£

£

£

£

Balance at 1 April 2023

755

2,583,333

33,838

1,744,560

4,362,486

Changes in equity

Dividends

-

(222,666

)

-

-

(222,666

)

Total comprehensive income

-

170,659

-

-

170,659

Balance at 31 March 2024

755

2,531,326

33,838

1,744,560

4,310,479

Changes in equity

Total comprehensive income

-

19,458

-

-

19,458

Balance at 31 March 2025

755

2,550,784

33,838

1,744,560

4,329,937

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

755

500,000

500,755

Changes in equity

Balance at 31 March 2024

755

500,000

500,755

Changes in equity

Balance at 31 March 2025

755

500,000

500,755

Cash flows from operating activities

Cash generated from operations

1

(357,675

)

(881,654

)

Interest paid

(65,517

)

(59,220

)

Interest element of hire purchase or finance lease rental payments paid

(336,991

)

(266,400

)

Tax paid

(51,055

)

(142,584

)

Net cash from operating activities

(811,238

)

(1,349,858

)

Cash flows from investing activities

Purchase of tangible fixed assets

(218,983

)

(36,849

)

Interest received

8,383

8,472

Net cash from investing activities

(210,600

)

(28,377

)

Cash flows from financing activities

New loans in year

1,000,000

-

Loan repayments in year

(830,662

)

(190,928

)

Equity dividends paid

-

(222,666

)

Net cash from financing activities

169,338

(413,594

)

Decrease in cash and cash equivalents

(852,500

)

(1,791,829

)

Cash and cash equivalents at beginning of year

2

1,730,934

3,522,763

Cash and cash equivalents at end of year

2

878,434

1,730,934

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

2025

2024

£

£

Profit before taxation

24,213

232,950

Depreciation charges

72,959

56,588

Finance costs

402,508

325,620

Finance income

(8,383

)

(8,472

)

491,297

606,686

Increase in stocks

(2,509,008

)

(820,181

)

Decrease/(increase) in trade and other debtors

98,667

(405,825

)

Increase/(decrease) in trade and other creditors

1,561,369

(262,334

)

Cash generated from operations

(357,675

)

(881,654

)

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 March 2025

31/3/25

1/4/24

£

£

Cash and cash equivalents

878,434

1,730,934

Year ended 31 March 2024

31/3/24

1/4/23

£

£

Cash and cash equivalents

1,730,934

3,522,763

3.	ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

At 1/4/24

Cash flow

At 31/3/25

£

£

£

Net cash

Cash at bank and in hand

1,730,934

(852,500

)

878,434

1,730,934

(852,500

)

878,434

Debt

Debts falling due within 1 year

(160,513

)

136,138

(24,375

)

Debts falling due after 1 year

(652,943

)

(305,476

)

(958,419

)

(813,456

)

(169,338

)

(982,794

)

Total

917,478

(1,021,838

)

(104,360

)

1.	STATUTORY INFORMATION

Mistsolar 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 as modified by the revaluation of certain assets.

Basis of consolidation

The group accounts consolidate the accounts of Mistsolar Holdings Limited and all of its subsidiaries drawn up to 31 March 2025.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business, is being assessed annually and written off as appropriate in accordance with FRS 102.

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 each asset over its estimated useful life.

Freehold property

-

Not depreciated

Plant and machinery

-

between 3 and 10 years

Fixtures and fittings

-

between 5 and 10 years

Freehold property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

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.

Investments

Investments held as fixed assets are stated at cost.

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.

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

2025

2024

Average number of employees during the year

Administration

13

14

Parts

8

8

Service

29

29

Sales

33

36

83

87

2025

2024

£

£

Directors' remuneration

305,810

275,443

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

65,517

59,220

Hire purchase

336,991

266,400

402,508

325,620

6.

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

(7,045

)

69,091

Deferred tax

11,800

(6,800

)

Tax on profit

4,755

62,291

Reconciliation of total tax charge included in profit and loss

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

2025

2024

£

£

Profit before tax

24,213

232,950

Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 24.867 %)

6,053

57,928

Effects of:

Capital allowances in excess of depreciation

(12,110

)

-

Depreciation in excess of capital allowances

-

6,650

Deferred tax movement

11,800

(6,800

)

Charge in relation to prior year

415

4,513

Subsidiary profit charged at small profits rate

(1,403

)

-

Total tax charge

4,755

62,291

Tax effects relating to effects of other comprehensive

income

There were no tax effects for the year ended 31 March 2025.