REGISTERED NUMBER: 04907341 (England and Wales)

Strategic Report, Report of the Director and

Financial Statements for the Period 1 October 2023 to 31 March 2025

for

Vanwise Group Limited

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Profit & Loss Account

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTOR:

D M O'Driscoll

REGISTERED OFFICE:

Treviot House

186-192 High Road

Ilford

Essex

IG1 1LR

REGISTERED NUMBER:

04907341 (England and Wales)

AUDITORS:

Gravita Essex Limited

Chartered Certified Accountants and

Statutory Auditors

Treviot House

186-192 High Road

Ilford

Essex

IG1 1LR

The director presents his strategic report for the period 1 October 2023 to 31 March 2025.

REVIEW OF BUSINESS

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

A good customer base and good availability of stock have been maintained which we believe will allow the company to continue for the foreseeable future.

Analysis based on key performance indicators

In the current economic climate, the key performance indicators are in relation to revenue and stock turnover.

2025

2023

(Decrease)/ Increase in turnover

(27.23%)

(14.22%)

Gross profit margin

7.67%

11.15%

The company's turnover decreased due to a reduction in demand and global economic pressures, the motor industry collectively saw extremely challenging times during the end 6months of calendar year 2024.

Gross profit decreased due to the stock profile having restrictive depth to the consumer and overall re-alignment in the LCV market the last 3months of calendar year 2024.

The liquidity of the company remains strong and allows the company to meet all liabilities when they become due.

The company will continue to pursue its policy of actively competing in the market place and looks forward to maintaining and improving its trade back to a strong Gross profit and Net profit position.

The Company’s net profit for the year has been adversely impacted by an exceptional item, as detailed in Note 6 of these financial statements.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks associated with the company include the current inflation in the economy, the increases in the Bank of England interest base rates and their potential impact on businesses.

In respect of the bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of asset funding. The company makes use of asset funding facilities when new assets are acquired.

Trade creditors risk is managed by ensuring sufficient funds are available to meet amounts due.

Outstanding debt is regularly monitored by management. Due to the nature of the business debtors are generally low and there are no recoverability issues.

FUTURE DEVELOPMENTS

The director anticipates that the business environment will remain competitive, and opportunities exist to grow the business. The company has continued to maintain and grow its supplier network and have a retained dominance in the independent multi-franchise commercial vehicle market. The Focus is to demonstrate a return to double digit % Gross profit margins and ensure there is good depth and availability of stock for our existing and future customer base,

FINANCIAL INSTRUMENTS

The company has a normal level of exposure to price, credit, liquidity, and cash flow risks arising from trading activities which are only conducted in sterling. The company does not enter into any hedging transactions.

ON BEHALF OF THE BOARD:

D M O'Driscoll - Director

18 November 2025

The director presents his report with the financial statements of the company for the period 1 October 2023 to 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the period under review was that of retail of commercial vehicles.

DIVIDENDS

The total distribution of dividends for the year ended 31 March 2025 was £41,000.

The director recommend that no final dividend be paid.

DIRECTOR

D M O'Driscoll held office during the whole of the period from 1 October 2023 to the date of this report.

STRATEGIC REPORT

The Directors have chosen in accordance with S414c of the Companies Act to set out in the strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch 7 to be contained in the Directors' report.

POST BALANCE SHEET EVENTS

There are no matters to report as post balance sheet events.

DIRECTOR'S RESPONSIBILITIES STATEMENT

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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.

AUDITORS

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

ON BEHALF OF THE BOARD:

D M O'Driscoll - Director

18 November 2025

Opinion

We have audited the financial statements of Vanwise Group Limited (the 'company') for the period ended 31 March 2025 which comprise the Profit & Loss Account, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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 company's affairs as at 31 March 2025 and of its loss for the period 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, 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 Director 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 Director 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 Director.

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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Director's Responsibilities Statement set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the motor vehicle trade sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, employment and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Jennifer Cessini FCCA (Senior Statutory Auditor)

for and on behalf of Gravita Essex Limited

Chartered Certified Accountants and

Statutory Auditors

Treviot House

186-192 High Road

Ilford

Essex

IG1 1LR

18 November 2025

TURNOVER

3

35,062,953

32,175,316

Cost of sales

(32,399,511

)

(28,587,869

)

GROSS PROFIT

2,663,442

3,587,447

Administrative expenses

(2,918,366

)

(1,929,310

)

(254,924

)

1,658,137

Other operating income

309,294

193,004

OPERATING PROFIT

5

54,370

1,851,141

Exceptional Items

6

(1,269,687

)

-

(1,215,317

)

1,851,141

Interest receivable and similar income

223,857

115,213

(991,460

)

1,966,354

Interest payable and similar expenses

7

(1,819,983

)

(885,266

)

(LOSS)/PROFIT BEFORE TAXATION

(2,811,443

)

1,081,088

Tax on (loss)/profit

8

680,563

(245,647

)

(LOSS)/PROFIT FOR THE FINANCIAL PERIOD

(2,130,880

)

835,441

(LOSS)/PROFIT FOR THE PERIOD

(2,130,880

)

835,441

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(2,130,880

)

835,441

FIXED ASSETS

Intangible assets

10

53

110

Tangible assets

11

182,533

358,646

Investment property

12

4,725,223

3,000,000

4,907,809

3,358,756

CURRENT ASSETS

Stocks

13

7,845,772

11,055,531

Debtors

14

7,197,401

8,299,658

Cash at bank and in hand

855,525

671,387

15,898,698

20,026,576

CREDITORS

Amounts falling due within one year

15

(12,180,661

)

(12,350,960

)

NET CURRENT ASSETS

3,718,037

7,675,616

TOTAL ASSETS LESS CURRENT LIABILITIES

8,625,846

11,034,372

CREDITORS

Amounts falling due after more than one year

16

(133,333

)

(336,746

)

PROVISIONS FOR LIABILITIES

20

(483,891

)

(517,124

)

NET ASSETS

8,008,622

10,180,502

CAPITAL AND RESERVES

Called up share capital

21

100

100

Revaluation reserve

22

1,717,584

1,717,584

Retained earnings

22

6,290,938

8,462,818

SHAREHOLDERS' FUNDS

8,008,622

10,180,502

The financial statements were approved by the director and authorised for issue on 18 November 2025 and were signed by:

D M O'Driscoll - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 October 2022

100

7,668,377

1,717,584

9,386,061

Changes in equity

Dividends

-

(41,000

)

-

(41,000

)

Total comprehensive income

-

835,441

-

835,441

Balance at 30 September 2023

100

8,462,818

1,717,584

10,180,502

Changes in equity

Dividends

-

(41,000

)

-

(41,000

)

Total comprehensive income

-

(2,130,880

)

-

(2,130,880

)

Balance at 31 March 2025

100

6,290,938

1,717,584

8,008,622

Cash flows from operating activities

Cash generated from operations

1

2,642,199

3,912,112

Interest paid

(1,804,566

)

(849,767

)

Interest element of hire purchase payments paid

(736

)

(3,077

)

Tax paid

(334,079

)

(2,021,414

)

Net cash from operating activities

502,818

1,037,854

Cash flows from investing activities

Purchase of tangible fixed assets

(945

)

(113,998

)

Purchase of investment property

(3,223

)

-

Sale of tangible fixed assets

98,258

48,395

Interest received

-

115,213

Net cash from investing activities

94,090

49,610

Cash flows from financing activities

Loan repayments in year

(282,419

)

(179,929

)

Capital repayments in year

(39,023

)

(48,346

)

Amount introduced by directors

2,964,263

53,450

Amount withdrawn by directors

(2,306,412

)

(2,189,950

)

Related party movement

(708,179

)

-

Equity dividends paid

(41,000

)

(41,000

)

Net cash from financing activities

(412,770

)

(2,405,775

)

Increase/(decrease) in cash and cash equivalents

184,138

(1,318,311

)

Cash and cash equivalents at beginning of period

2

671,387

1,989,698

Cash and cash equivalents at end of period

2

855,525

671,387

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

1.10.23

to

Year Ended

31.3.25

30.9.23

£

£

(Loss)/profit before taxation

(2,811,443

)

1,081,088

Depreciation charges

60,238

75,858

Loss/(profit) on disposal of fixed assets

18,618

(5,267

)

Finance costs

1,819,983

885,266

Finance income

(223,857

)

(115,213

)

(1,136,461

)

1,921,732

Decrease in stocks

3,530,202

4,586,784

Decrease in trade and other debtors

373,770

173,555

Decrease in trade and other creditors

(125,312

)

(2,769,959

)

Cash generated from operations

2,642,199

3,912,112

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:

Period ended 31 March 2025

31.3.25

1.10.23

£

£

Cash and cash equivalents

855,525

671,387

Year ended 30 September 2023

30.9.23

1.10.22

£

£

Cash and cash equivalents

671,387

1,989,698

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.10.23

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank and in hand

671,387

184,138

855,525

671,387

184,138

855,525

Debt

Finance leases

(11,302

)

(281,420

)

(292,722

)

Debts falling due within 1 year

(186,520

)

86,520

(100,000

)

Debts falling due after 1 year

(329,233

)

195,900

(133,333

)

(527,055

)

1,000

(526,055

)

Total

144,332

185,138

329,470

1.	STATUTORY INFORMATION

Vanwise Group 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.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Significant judgements and estimates

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Turnover

Turnover represents the total invoice value, excluding value added tax, of sales, insurance, warranties & commission receivable during the period.

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.

Domain names are being amortised evenly over their estimated useful life of four years.

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.

Long leasehold

-

Straight line over the life of the lease

Improvements to property

-

Straight line over the life of the lease

Plant and machinery

-

15% on cost

Fixtures and fittings

-

25% on cost

Motor vehicles

-

20% on cost

Investment property

Investment 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 have been valued at the lower of cost and estimated selling price less costs to sell.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Profit & 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 period 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 obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to the profit and loss account over the relevant period. The capital element of the future payments is treated as a liability.

Pension costs and other post-retirement benefits

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

Debtors

Short term debtors are measured at transaction price, less any impairment.

Creditors

Short term creditors are measured at transaction price.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets.

3.

TURNOVER

The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the company.

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

Period

1.10.23

to

Year Ended

31.3.25

30.9.23

£

£

Vehicle sales

34,408,487

31,247,640

Insurance and warranties

84,952

224,498

Commissions receivable

569,514

703,178

35,062,953

32,175,316

4.	EMPLOYEES AND DIRECTORS

Period

1.10.23

to

Year Ended

31.3.25

30.9.23

£

£

Wages and salaries

762,305

554,629

Social security costs

80,707

60,088

Other pension costs

6,268

6,541

849,280

621,258

The average number of employees during the period was as follows:

Period

1.10.23

to

Year Ended

31.3.25

30.9.23

Service staff

1

2

Sales & admin staff

15

16

16

18

The remuneration for the key management personnel amounted to £324,138 (2023: £273,571).

Period

1.10.23

to

Year Ended

31.3.25

30.9.23

£

£

Director's remuneration

12,636

8,424

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

Period

1.10.23

to

Year Ended

31.3.25

30.9.23

£

£

Other operating leases

853,735

295,871

Depreciation - owned assets

60,182

72,798

Loss/(profit) on disposal of fixed assets

18,618

(5,267

)

Domain names amortisation

57

3,059

Auditors' remuneration

37,500

29,000

6.	EXCEPTIONAL ITEMS

During the period the Company incurred consultancy costs related to the termination of a contract. The termination was unforeseeable and outside the ordinary course of business.

The director considers these costs to be exceptional due to their non-recurring nature, materiality, and the fact that they arose from an event that is not expected to occur regularly in the future