REGISTERED NUMBER: 04279824 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 July 2025

for

Tom Gallagher Group Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

10

Other Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Cash Flow Statement

14

Notes to the Cash Flow Statement

15

Notes to the Financial Statements

16

DIRECTORS:

T D Gallagher

M A D Gallagher

A Rowland

Mrs C Griffin

Mrs L J Gallagher

SECRETARY:

Mrs L J Gallagher

REGISTERED OFFICE:

M4 Service and MOT Centre

Westmead Industrial Estate

Westmead

Swindon

Wiltshire

SN5 7YT

REGISTERED NUMBER:

04279824 (England and Wales)

The directors present their strategic report for the year ended 31 July 2025.

The Tom Gallagher Group Ltd exists to provide its customers with high-quality commercial vehicles and minibuses and an exceptional customer experience that ensures long-term loyalty, repeat custom, and maintains a stable business that is positioned for growth.

REVIEW OF BUSINESS

The financial year has continued to be economically challenging however, the company has again demonstrated resilience and remains well-positioned to maintain market share. Turnover in 2025 has decreased by £3.4m from the total of £22.1m in 2024.

Gross margins improved from 14.51% in 2024 to 16.46% in 2025 and profit before tax remained stable at 4.5% of turnover.

The net assets of the group remain healthy at £5.6m, up £0.4m from 2024.

The Company cash flow and debt position continues in a healthy position for the coming year.

PRINCIPAL RISKS AND UNCERTAINTIES

Talent: The business has retained a high percentage of its employees in the past year, especially those with a tenure of more than 10 years. Attracting 'right-fit' talent remains a challenge and the company is investigating improving employee benefits as part of its recruitment strategy.

Market and Economy: Macro influences including the governments national insurance rise and financial pressure being placed on businesses and being seen as unfriendly to business growth, has caused uncertainty and a lack of confidence in the market.

Stock and Product: Sourcing 'high-quality' vehicles to meet demand remains a challenge. We are now seeing the post-COVID effect on vehicle stock sourcing, with the lack of new vehicle registrations during the pandemic, directly affecting the number of available used vehicles. Consequently, vehicles are realising well above trade 'book' values, and margins are being squeezed as retail prices haven't risen in parallel.

Advertising: Advertising platforms such as Autotrader, which has been reliable and a trusted source of high-quality enquiries for decades, are monopolising their place in the buying cycle, by way of forcing customer registration in order to submit an enquiry and forcing dealers to use the new Deal Builder tool, which is not suitable for most of our fleet buyers. We have seen a reduction in quality customer leads coming from the platform as a result of these changes.

MARKET RESEARCH AND DEVELOPMENT

We have invested heavily in marketing and advertising away from Autotrader in the last year and will continue to seek other sources of customer enquiry.

Our marketing strategy is guided by a deep understanding of macro and micro market conditions, and strengthened with customer research and our vision for the business.

POST BALANCE SHEET EVENTS

We will continue to find operational efficiencies across the business and are looking to improve processes in line with best-practice and the service departments, Project 'Right First Time', will enter phase 2.

The business is investing heavily in employee training to support its sales and service teams.

STRATEGIC FOCUS

As we enter the next financial year and beyond, our strategic focus will centre on maintaining our market position and reputation, finding operational efficiency, and delivering exceptional service to customers.

Key priorities include:

- Attracting and retaining top talent

- Maintaining margins and efficiency

- Becoming less reliant on Autotrader style advertising platforms

- Workshop 'Project Right First Time' phase 2

ON BEHALF OF THE BOARD:

T D Gallagher - Director

20 April 2026

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

DIVIDENDS

The directors recommend a final dividend payment of £Nil be made in respect of the financial year ended 31 July 2025.

Total dividends paid during the year amounted to £168,500 (2024 - £105,000).

DIRECTORS

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

T D Gallagher

M A D Gallagher

A Rowland

Mrs C Griffin

Mrs L J Gallagher

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 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 company's auditors are aware of that information.

AUDITORS

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

ON BEHALF OF THE BOARD:

T D Gallagher - Director

20 April 2026

Opinion

We have audited the financial statements of Tom Gallagher Group Limited (the 'company') for the year ended 31 July 2025 which comprise the Income Statement, 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 July 2025 and of its 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 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 matters

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:

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery, employment law and company legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements of the company. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and taxation legislation. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure, and management bias in accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the audit engagement team included:

-

Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

-

Understanding of management's internal controls designed to prevent and detect irregularities, and fraud;

-

Reviewing the company's legal costs to check for non-compliance with laws and regulations and fraud;

-

Review of tax compliance with the involvement of our tax specialists in the audit;

-

Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing of expenses;

-

Testing transactions entered into outside of the normal course of the company's business; and

-

Identifying and testing journal entries, in particular any journal entries with fraud characteristics.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, 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 by, for example, forgery or intentional misrepresentations, or through 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.

David Iain Black (Senior Statutory Auditor)

for and on behalf of Sumer Auditco Limited

Statutory Auditor

Hermes House

Fire Fly Avenue

Swindon

Wiltshire

SN2 2GA

20 April 2026

TURNOVER

3

18,659,689

22,049,403

Cost of sales

15,588,796

18,850,904

GROSS PROFIT

3,070,893

3,198,499

Administrative expenses

2,251,029

2,184,507

OPERATING PROFIT

5

819,864

1,013,992

Interest receivable and similar income

14,516

3,511

834,380

1,017,503

Interest payable and similar expenses

6

2,997

16,561

PROFIT BEFORE TAXATION

831,383

1,000,942

Tax on profit

7

264,419

251,518

PROFIT FOR THE FINANCIAL YEAR

566,964

749,424

PROFIT FOR THE YEAR

566,964

749,424

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

566,964

749,424

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

59,776

448,238

Investments

12

2

2

59,778

448,240

CURRENT ASSETS

Stocks

13

2,962,034

3,485,806

Debtors

14

2,280,392

873,313

Cash at bank and in hand

1,102,282

1,520,589

6,344,708

5,879,708

CREDITORS

Amounts falling due within one year

15

800,787

984,629

NET CURRENT ASSETS

5,543,921

4,895,079

TOTAL ASSETS LESS CURRENT LIABILITIES

5,603,699

5,343,319

CREDITORS

Amounts falling due after more than one year

16

-

(135,614

)

PROVISIONS FOR LIABILITIES

21

(14,736

)

(17,206

)

NET ASSETS

5,588,963

5,190,499

CAPITAL AND RESERVES

Called up share capital

22

100

100

Retained earnings

23

5,588,863

5,190,399

SHAREHOLDERS' FUNDS

5,588,963

5,190,499

The financial statements were approved by the Board of Directors and authorised for issue on 20 April 2026 and were signed on its behalf by:

T D Gallagher - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 August 2023

100

4,541,475

4,541,575

Changes in equity

Dividends

-

(100,500

)

(100,500

)

Total comprehensive income

-

749,424

749,424

Balance at 31 July 2024

100

5,190,399

5,190,499

Changes in equity

Dividends

-

(168,500

)

(168,500

)

Total comprehensive income

-

566,964

566,964

Balance at 31 July 2025

100

5,588,863

5,588,963

Cash flows from operating activities

Cash generated from operations

1

1,102,064

1,269,598

Interest paid

(2,997

)

(16,561

)

Tax paid

(252,863

)

(172,830

)

Net cash from operating activities

846,204

1,080,207

Cash flows from investing activities

Purchase of tangible fixed assets

(4,845

)

(25,920

)

Amounts loaned to related parties

(858,703

)

-

Interest received

14,516

3,511

Net cash from investing activities

(849,032

)

(22,409

)

Cash flows from financing activities

Loan repayments in year

(147,100

)

(112,889

)

Finance Lease Repayments

(100,008

)

-

Amounts advanced by directors

145,855

318,876

Amount withdrawn by directors

(145,726

)

(318,819

)

Equity dividends paid

(168,500

)

(100,500

)

Net cash from financing activities

(415,479

)

(213,332

)

(Decrease)/increase in cash and cash equivalents

(418,307

)

844,466

Cash and cash equivalents at beginning of year

2

1,520,589

676,123

Cash and cash equivalents at end of year

2

1,102,282

1,520,589

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

2025

2024

£

£

Profit before taxation

831,383

1,000,942

Depreciation charges

18,616

32,379

Loss on disposal of fixed assets

24,691

-

Finance costs

2,997

16,561

Finance income

(14,516

)

(3,511

)

863,171

1,046,371

Decrease in stocks

523,772

96,250

Increase in trade and other debtors

(198,376

)

(99,910

)

(Decrease)/increase in trade and other creditors

(86,503

)

226,887

Cash generated from operations

1,102,064

1,269,598

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 July 2025

31.7.25

1.8.24

£

£

Cash and cash equivalents

1,102,282

1,520,589

Year ended 31 July 2024

31.7.24

1.8.23

£

£

Cash and cash equivalents

1,520,589

676,123

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.8.24

Cash flow

At 31.7.25

£

£

£

Net cash

Cash at bank and in hand

1,520,589

(418,307

)

1,102,282

1,520,589

(418,307

)

1,102,282

Debt

Debts falling due within 1 year

(119,808

)

111,494

(8,314

)

Debts falling due after 1 year

(135,614

)

135,614

-

(255,422

)

247,108

(8,314

)

Total

1,265,167

(171,199

)

1,093,968

1.	STATUTORY INFORMATION

Tom Gallagher 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.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The financial statement are presented in Sterling which is the functional currency of the company and rounded to the nearest £.

Preparation of consolidated financial statements

The company has taken exemption from preparing consolidated financial statements under sections 402 and 405 of the Companies Act 2006 on the basis that the company's subsidiaries are dormant and may be excluded from consolidation as their inclusion is not material for the purpose of giving a true and fair view.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the company's accounting policies which are described above, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experiences 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below:

Stock

Significant estimates are involved in the determination of stock provisions. Management exercise significant judgement in determining whether value of a particular stock line is recoverable on a stock line by stock line basis. A provision is made where a loss can be reliably estimated.

Provisions

Provisions are recognised when the company has a present legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.

Depreciation

Assets are depreciated over their useful economic lives as estimated by management. This initial estimate of an assets useful economic life, although informed by management's analysis of previous assets lives, can have a significant impact on the overall depreciation charge for the year.

Turnover

Turnover is measured at the fair value of consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows:

Sale of vehicles

Turnover from the sale of vehicles and associated income is recognised at the point of sale.

Workshop services and sales

When providing workshop services and sales, turnover is recognised on completion of the service.

Commissions and other income

Commissions and other income is recognised when the related services are provided.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business is being amortised evenly over its estimated useful life of ten years.

Tangible fixed assets

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

Long leasehold

-

2% on straight line basis

Plant and machinery

-

20% on reducing balance

Fixtures and fittings

-

20% on reducing balance

Computer equipment

-

33% on reducing balance

Tangible fixed assets are stated at cost or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended by management.

Tangible assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in profit or loss.

Investments in subsidiaries

Investment in subsidiary undertakings are held at cost less accumulated impairment losses.

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 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.

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

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

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.

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.

Debtors and creditors

Debtors and creditors with no stated interest rate and receivable and payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

3.

TURNOVER

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

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

2025

2024

£

£

Vehicle Sales

18,085,175

21,515,113

Servicing and other sales

574,514

534,290

18,659,689

22,049,403

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

18,333,029

21,975,903

Europe

315,665

73,500

Africa

10,995

-

18,659,689

22,049,403

The whole of the turnover is attributable to the principle activity of the company being the sale and service of new and used motor vehicles together with the sale of parts and accessories.

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

1,256,977

1,158,296

Social security costs

116,516

127,783

Other pension costs

18,871

146,762

1,392,364

1,432,841

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

2025

2024

Sales

7

11

Service and parts

18

16

Admin and management

7

8

32

35

2025

2024

£

£

Directors' remuneration

181,321

161,966

5.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Other operating leases

121,907

50,222

Depreciation - owned assets

18,616

32,378

Loss on disposal of fixed assets

24,691

-

Auditors' remuneration

12,000

10,000

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank loan interest

2,997

16,561

7.

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

266,889

252,701

Deferred tax

(2,470

)

(1,183

)

Tax on profit

264,419

251,518