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

We aim to present a balanced and comprehensive 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.

Product lines and developments

We are main dealers for Honda, Hyundai, Kia, KGM, Mitsubishi, Mazda and Isuzu franchises. The company deals in both new and used motor vehicles, provides vehicle servicing, bodyshop repairs and associated services.

The business has been successful in adopting new franchises and continues to do so, extending the offering of the Isuzu franchise this year into the Shrewsbury site.

Fleet sales have again continued to grow across all brands, resulting in increased turnover and an improved contribution.

Internal investment into the dealer management system was undertaken in late 2024. This integration was a challenge, but it is expected to facilitate substantial operational growth.

Generally, we are continuing to invest in our showrooms to enhance our customer experience.

As for many businesses of our size and our industry, the business environment continues to be challenging. The car market in the UK is highly competitive, margins continue to be tight and subject to consumer spending patterns. The market is also seeing significant government policy change, with revisions to the Zero Emission Vehicle mandate and the confirmed 2030 phase out of new petrol and diesel car sales. However, the directors still believe that the key risks and uncertainties are that of the general economic conditions, and broader government policy, such as national minimum wage and corporate tax increases, which are already having a direct impact on costs. The directors and management team are keeping this under constant review.

We consider that our key performance indicators are those that communicate the financial performance and strength of the company as a whole, these being turnover, gross margin and return on capital employed.

During the year to 31 May 2025 vehicle sales turnover increased by 33%, showing another substantial increase compared to the last accounting period. The increase was further driven by new vehicle sales, specifically growth in fleet sales revenue. Used vehicle sales also showed a modest increase and remained steady.

Gross profit has gone from £5,143,869 (GM 4.03%) to £5,745,373 (GM 3.44%). This was expected with higher volumes of new vehicle sales, but on which margins are continuing to be tightened.

Trade operating profit has gone from £1,362,220 to £1,437,711. Profitability has increased slightly due the extra gross contribution, but largely offset by increased administrative expenses.

The company's balance sheet continues to show an improving, strong position.

Return on capital employed is calculated as profit before interest and tax, divided by capital employed, which constitutes total assets, less current liabilities, less cash, plus overdrafts and other short-term borrowings. The return on capital employed has increased from the prior year, showing a strong 15.65%.

Future strategy

The company continues to be busy strategically in terms of looking to the future and considering how best to operate. The new Mazda franchise and fleet sales are particular areas where the company is already seeing growth and has further growth potential.

The new dealer management system has been implemented to enhance customer service, focus on cost controls, and provide strategic insights. The management team are already seeing an impact of the system, but expect more long-term benefits, for all stakeholders.

We are aware that plans for the future development of the business may be subject to unforeseen future events outside our control and that the economic conditions will continue to provide a challenging environment in which to operate, but we are confident that with effective forward planning and constant review of performance we will be able to meet these challenges and prosper.

Section 172 of the Companies Act 2006 requires a director of a company to act in the way they consider, in good faith and that would most likely promote the success of the Company for the benefit of its members and stakeholders.

In doing this, Section 172 requires a director to have regard, amongst other matters, to the:

- likely consequences of any decisions in the long-term;

- interests of the company's employees;

- need to foster the company's business relationships with suppliers, customers and others;

- impact of the company's operations on the community and environment;

- maintenance of its reputation for high standards of business conduct; and

- the need to act fairly as between the different stakeholders of the company. In discharging its s172 duties, J T Hughes (Oswestry) Limited (the ‘Company’) has regard to the interests and views of its internal and external stakeholders.

By considering the Company's purpose, vision, and values, together with its strategic priorities, the directors aim to make sure its decisions are consistent and equitable. The Company has established policies and procedures that reflect its commitment to responsible business practices.

These policies are communicated clearly and consistently across the staff base. The Company seeks to foster a culture of open communication and transparency, encouraging feedback from all stakeholders. As is normal for large companies, the Company delegates authority for day-to-day management to its executives and engages management in setting, approving, and overseeing the execution of the business strategy and related policies.

The Company reviews the financial and operational performance of the business on a monthly basis with formal reporting and review, at both board and executive level, supplemented by daily, weekly and monthly reporting and assessment of various KPIs across all areas of the operations.

Engagement with customers and suppliers is at the heart of our policies and procedures. Continued dialogue and communication is key to maintaining customer satisfaction, and compliance with suppliers to meet our technical, contractual, and legal commitments.

Regular Company meetings are held throughout the year with directors, Company executives and other senior employees. Through these and other means the Company reviews a variety of important matters over the course of the financial year including risk and compliance, corporate governance, environmental, legal, pensions, and health and safety matters, as well as stakeholder-related diversity and inclusivity, corporate social responsibility, and other stakeholder related matters. This ensures the Company has an overview of engagement with stakeholders and complies with its s172 duty to promote the success of the Company and wider Group.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 May 2025.

The principal activity of the company continued to be that of motor vehicle dealerships and garage proprietors.

The results for the year are set out on page 8.

Interim dividends of £615,218 for the year ended 31 May 2025 were declared and distributed.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The company is a subsidiary undertaking of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group.

The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 include an exemption for a subsidiary from reporting its own energy and carbon information, where it is included in the UK group report of a parent entity.

Accordingly, the company has taken advantage of the above exemption not to disclose the carbon and energy information in these individual accounts.

We have audited the financial statements of J. T. Hughes (Oswestry) Limited (the 'company') for the year ended 31 May 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 May 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 Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 directors' report.

We have nothing to report in respect of the following matters in relation to which 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.

As explained more fully in the directors' responsibilities statement, 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 is 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.

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 an auditor's report 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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 an auditor's report 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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

The notes on pages 11 to 26 form part of these financial statements.

The notes on pages 11 to 26 form part of these financial statements.

J. T. Hughes (Oswestry) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 5 Battlefield Road, Shrewsbury, Shropshire, United Kingdom, SY1 4AB.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold property and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of its parent JTH (Oswestry) Holdings Limited. These consolidated financial statements are available from the Registrar of Companies, Cardiff.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover represents net invoiced sales of goods, excluding value added tax.

Revenue from the sale of vehicles is recognised at the point when the sales contract has been signed by the buyer and the buyer has paid a deposit.

Negative goodwill represents the difference between the cost of acquisition of unincorporated businesses and the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill was not considered to have a finite useful life and is being amortised over a 5 year period from the year ending 31 May 2021.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and net realisable value. Cost comprises the purchase price, net of any specific trade discounts, and any expenditure incurred in bringing the stocks to their present location and condition. Net realisable value represents the estimated selling price less costs to complete and sell.

Stocks are assessed for impairment at each balance sheet date and, where an item of stock is found to be impaired, its carrying amount is reduced to its net realisable value, with the provision for the impairment loss being recognised in the profit and loss account.

Vehicles held on consignment have been recognised on the balance sheet where, in substance, they are deemed to be assets of the group. The principal criterion applied is whether the vehicles are interest-bearing. The corresponding liabilities have been included in creditors.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received unless the figure is immaterial.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions payable for the year are charged in the profit and loss account.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Operating leases where the company is the lessee

Rentals payable for assets held on operating leases are charged to the profit and loss account on a straight line basis over the term of the lease.

Operating leases where the company is the lessor

Assets held for use in operating leases are included in fixed assets and depreciated over their useful economic lives. Rental income is recognised on a straight line basis in the profit and loss account.

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.

Valuation of stock

A provision is made by management to reflect the depreciation of vehicles held in stock. The provision is calculated with reference to industry data.

An analysis of the company's turnover is as follows:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 3).

As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

At the start of the year, a property previously accounted for as investment property became owner-occupied. As the property ceased to meet the definition of investment property at this time, the property was transferred to property, plant and equipment at its deemed cost, which respresented its fair value at the date of transfer. The property is now carried at its revalued amount, with any revaluation surplus being presented within the revaluation reserve. On 2 October 2023, the company had this property valued by Halls Commercial, independent surveyors not connected with the company, at £284,676, on the basis of market value.

In October 2019, the company had a separate part of its freehold property valued by Chivers Commercial, independent surveyors not connected with the company, at £940,000, on the basis of market value.

The valuations conformed to International Valuation Standards and were based on recent market transactions on arm's length terms for similar properties.

The freehold property is depreciated over 40 years.

The directors consider that the value of the freehold property at 31 May 2025 is materially appropriate.

The revaluation surplus is disclosed in note 19.

The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:

At the start of the year, a property previously accounted for as investment property became owner-occupied. As the property ceased to meet the definition of investment property at this time, the property was transferred to property, plant and equipment at its deemed cost, which respresented its fair value at the date of transfer.

On 2 October 2023 the company had its investment property valued by Halls Holdings Limited, independent valuers, not connected with the company, on the basis of open market value.

The valuations conform to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties.

The directors consider that the value of the investment property at 31 May 2025 is materially appropriate.

In addition at 31 May 2025 the company held £6,224,394 (2024 - £7,033,997) of consignment stock which is not recorded on the balance sheet.

The principle terms of the consignment agreements, which can generally be terminated by either side, are such that the company may return to the supplier or transfer to another dealership any of the stock without financial or commercial penalty, and the supplier can vary stock prices.

At the year end the company was using its overdraft facility, the facility is available to them as it will be required on a seasonable basis due to the nature of the trade. Various types of security are still in place:

- Legal charges over the premises owned by the company at the Telford site.

- A debenture comprising fixed and floating charges over company assets.

- A cross guarantee and debenture in connection with the related party Courtyard Property (Shropshire) Limited (a fellow 100% subsidiary of JTH (Oswestry) Holdings Limited) containing a fixed and floating charge dated 22 August 2014.

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

The revaluation reserve represents the cumulative effect of revaluations of tangible fixed assets, where a policy of revaluation has been adopted.

The other reserve balance relates to the profit gained on the sale of the Oswestry site and is not available for distribution to holders of Ordinary A shares.

Included within profit and loss reserves are non-distributable profits, as set out below:

Where financial instruments and investment properties are measured at fair value, a transfer is made to the non-distributable reserve instead of a transfer to retained earnings, to assist with the identification of profits available for distribution.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Amounts contracted for but not provided in the financial statements:

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The operating leases represent leases of commercial property to third parties. The leases are negotiated over terms of 5-10 years and rentals are fixed for 3-5 years. All leases include a provision for 3-5 yearly upward rent reviews according to prevailing market conditions. There are no options in place for either party to extend the lease terms.

The company provided a loan to a director on which interest is being charged annually at 2.5% above the Bank of England base rate, as follows:

During the year rent of £58,000 (2024: £58,000) was paid to Sian Price (A family member of Director J E Hughes) in respect of property occupied by J T Hughes (Oswestry) Limited in Newtown.

One of the company's outlets is operated from premises in Telford which is rented from the J T Hughes (Oswestry) Limited Executive Pension Scheme, of which one (previously two) of the directors are trustees and members. During the year rent of £79,000 (2024: £79,000) was paid to the pension scheme.    

The immediate and ultimate parent company is JTH (Oswestry) Holdings Limited, by virtue of its 100% shareholding in the company. The registered office address of JTH (Oswestry) Holdings Limited is The Courtyard, Maesbrook, Oswestry, Shropshire, SY10 8QR.

JTH (Oswestry) Holdings Limited is the parent undertaking of the largest and smallest group within which the company belongs and for which group accounts are prepared. These group accounts are available to the public from Companies House, Crown Way, Cardiff, CF14 3UZ.

The ultimate controlling party is Mr J E Hughes, by virtue of his majority shareholding in JTH (Oswestry) Holdings Limited.