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 group 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 group 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 £1,597,147 to £1,609,788. Profitability has increased slightly due to the extra gross contribution, but largely offset by increased administrative expenses.

The group'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 slightly from prior year averages, showing a strong 13.39%.

Future strategy

The group 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 group 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(1) STATEMENT

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, JTH (Oswestry) Holdings 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 group in the year under review were those of motor vehicle dealerships, garage proprietors, property investment development and property rental.

The results for the year are set out on pages 8-9.

Ordinary dividends were paid amounting to £190,017 (2024: £100,000). The directors do not recommend payment of a further dividend.

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.

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 auditor of the company 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 auditor of the company is aware of that information.

Energy and Carbon Report

EXECUTIVE SUMMARY

SECR disclosures apply to all listed and large unlisted UK companies with reporting periods beginning on or after April 1, 2019.

This report provides a comprehensive overview of the energy consumption, related emissions, energy efficiency initiatives, and overall energy performance of J T Hughes. It has been prepared in alignment with the Streamlined Energy & Carbon Reporting (SECR) policy, as mandated by the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.

This report covers J T Hughes for the financial year 1st June 2024 to 31st May 2025, and the annual GHG emissions from activities for which the company is directly responsible. Having considered the potential metrics within the business, we have concluded that floorspace (m2) is the most appropriate to achieve a benchmark which aligns with the carbon reduction policy and methodology that J T Hughes are currently working towards.

CONSUMPTION AND EMISSIONS YEAR ON YEAR

The company’s carbon intensity has decreased, falling from 0.0550 tonnes CO₂e per m2 in 2023–24 to 0.544 tonnes CO₂e per m2 in 2024–25. A 1.0% improvement in performance.

BREAKDOWN SCOPES 1 & 2

Scope 1 emissions and consumption refer to the direct use of natural gas and fuels for transportation and business activities, including company vehicle fleets.

Scope 2 emissions and consumption encompass indirect emissions associated with the use of purchased electricity for daily operations.

CARBON INTENSITY

ENERGY EFFICIENCY ACTION TAKEN

• We will continue with our plan to reduce emissions by converting our vehicle fleet to electric. We have significantly reduced our Petrol usage in the last 5 years.

• We continue to benefit from our solar array on our showroom in Shrewsbury and are looking to fit this to other facilities where appropriate.

• We have deployed a number of energy saving initiatives including workshop heater interlocks to hold off the heaters when the doors are open and optimised off settings on our heating systems to turn them off before closing time, knowing the temperatures will hold until closing.

METHODOLOGY

The methodology used to calculate total energy consumption and carbon emissions has been through the extraction of consumption data from invoices and meter reads for the financial years stated. Where data was not available, estimates have been calculated using historical profiles and details kept in the client's evidence pack. Energy and fuel consumption has been converted to carbon (tCO2e) using 2024 Government published conversion factors (Greenhouse gas reporting: conversion factors 2024).

The directors are responsible for preparing the Annual Report 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of JTH (Oswestry) Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 group's and the parent company's affairs as at 31 May 2025 and of the group's profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The 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 group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

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

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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent 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 entity 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 notes on pages 18 to 39 form part of these financial statements.

The notes on pages 18 to 39 form part of these financial statements.

The notes on pages 18 to 39 form part of these financial statements.

The notes on pages 18 to 39 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £605,618 (2024 - £100,000 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The notes on pages 18 to 39 form part of these financial statements.

The notes on pages 18 to 39 form part of these financial statements.

JTH (Oswestry) Holdings Limited (“the company”) is a private limited company incorporated in England and Wales. The registered office is The Court Yard, Maesbrook, Oswestry, Shropshire, SY10 8QR.

The group consists of JTH (Oswestry) Holdings Limited and all of its subsidiaries.

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 properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The 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 for parent company information presented within the consolidated financial statements:

• 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: The disclosure requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b), and 12.29A;

• Section 26 ‘Share based Payment’: Share based payment arrangements required under FRS 102 paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

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

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company JTH (Oswestry) Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 May 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

At 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 goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Negative goodwill arose as a result of the acquisition of J T Hughes (Oswestry) Limited in 2014.

The negative goodwill relating to the current assets element was released to the group's profit and loss account in full in the 2015 financial year being the period that the benefit was received.

The negative goodwill relating to the fixed assets element is being released to the group's profit and loss account in line with each fixed asset category's depreciation policy.

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 recognised in the profit and loss account.

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.

Property rented to a group entity is accounted for as tangible fixed assets.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. 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 group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

At each reporting period end date, the group 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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 group 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 and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are initially recognised at transaction price unless. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group 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 group.

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 group’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.

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.

J T Hughes (Oswestry) Limited operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. Contributions payable for the year are charged to the profit and loss account.

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.

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 leased asset are consumed.

In the application of the group’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.

Freehold property and investment property

Properties are held at fair value based on the market value of the property at the reporting date.

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

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 group and 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:

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

More information on impairment movements in the year is given in note .

The goodwill acquired during the year to 31 May 2019 relates to the acquisition of the J T Hughes (Newtown) Partnership. This took place on 1 July 2018 and is not considered to have a finite useful life and will be amortised over a 5 year period from the year ending 31 May 2021.

Included in freehold land and property is freehold land with a historical cost of £200,000 (2024: £200,000) which has not been depreciated.

At the start of the year, a property owned by J T Hughes (Oswestry) Limited and 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 represented 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, J T Hughes (Oswestry) Limited had this property valued by Halls Commercial, independent valuers not connected with the company, at £284,676, on the basis of open market value.

In October 2019, J T Hughes (Oswestry) Limited 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 land and buildings that are owned by the subsidiary company, Courtyard Property (Shropshire) Limited, are classified as investment properties for the purposes of the individual company's accounts, to comply with the requirements of FRS 102. As some of the properties are used in the trade of the group, for the consolidated accounts, some of these assets have been reclassified as freehold properties to comply with the requirements of FRS 102.

On 20 September 2023, these reclassified freehold properties were valued by Halls Commercial, independent valuers not connected with the company, at £3,810,000, on the basis of open market value.

All of the above valuations conformed to International Valuation Standards and are 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 land and property at 31 May 2025 is appropriate.

The revaluation surplus is disclosed in note 28.

At the start of the year, a property owned by J T Hughes (Oswestry) Limited and 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 freehold property at its deemed cost, which represented its fair value at the date of transfer.

The land and buildings held by Courtyard Property (Shropshire) Limited are classified as investment properties for the purposes of the individual company's accounts to comply with the requirements of FRS 102. As some of the properties are used in the trade of the group, for the consolidated accounts, some of these assets have been reclassified as freehold properties to comply with the requirements of FRS 102.

During 2023 Courtyard Property (Shropshire) Limited and J T Hughes (Oswestry) Limited had investment properties valued (on differing dates) by Halls Commercial and Welsh Property Services, independent valuers not connected with the companies on the basis of market value. Fair value adjustments have been made in the accounts to relfect these valuations.

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

Details of the company's subsidiaries at 31 May 2025 are as follows:

The following subsidiary company is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of S479a.

Courtyard Property (Shropshire) Ltd - 09029258

In addition, at 31 May 2025 the group 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 group 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.

Financial assets measured at amortised cost consists of cash at bank and in hand, trade debtors and staff loans.

Equity instruments measured at cost less impairment consists of unlisted investments and the parent company's investments in the subsidiary undertakings.

Financial liabilities measured at amortised cost consists of bank loans and overdrafts, trade creditors, other creditors, accruals and deferred income.

Legal charges over the premises owned by the group at the Telford site.

A debenture comprising fixed and floating charges over the assets of J T Hughes (Oswestry) Limited.

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

A legal charge over 3 Battlefield Road, Shrewsbury dated 12 September 2014.

A legal charge over 5 Battlefield Road, Shrewsbury dated 13 February 2015.

A legal charge over additional land at Shrewsbury, 5 Battlefield Road dated 28 March 2018.

A legal charge over land on the west side of 1 Battlefield Road dated 5 July 2018.

The interest rate charged on the bank loan during the year was 6.5%.

The Ordinary shares carry full voting and dividend rights. The Ordinary shares carry a restriction on the repayment of capital in respect of all assets owned by the subsidiary company, Courtyard Property (Shropshire) Limited.

The A Ordinary shares carry full voting rights. The A Ordinary shares carry restrictions on both the dividend rights and the repayment of capital rights in respect of all freehold property assets owned within the JTH (Oswestry) Holdings Limited group.

The B ordinary shares carry a restriction on the voting rights of the group, save on variation of the share rights. The B Ordinary shares carry restrictions on both the dividend rights and the repayment of capital rights, to the extent that the B Ordinary shares hold the right to dividends and repayment of capital only in respect of the assets of the subsidiary company, Courtyard Property (Shropshire) Limited.

On 31 July 2024, JTH (Oswestry) Holdings Limited bought back 6 Ordinary A shares from a retiring director.

J T Hughes (Oswestry) Limited 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.

Deferred tax assets and liabilities are offset where the group or 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:

See note 28 for transfer from revaluation reserve.

Included in the non distributable reserve is a transfer from the revaluation reserve in respect of Investment property gains.

The other reserve balance relates to the profit gained on the sale of the Oswestry site in the 2016 financial year and is not available for distribution to holders of ordinary A shares.

Amounts contracted for but not provided in the financial statements:

At the reporting date the group 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 outside of the group. 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.

At the reporting end date the group had contracted arrangements with tenants for the following minimum lease payments:

The ultimate controlling party is J E Hughes Esq by virtue of his majority shareholding.

On 7 November 2025, Courtyard Property (Shropshire) Limited disposed of one of its investment properties for £420,000. As this transaction occurred after the reporting date, it is classified as a non‑adjusting event. No adjustment has been made to the carrying value at 31 May 2025 as the proceeds were not materially different to the carrying value and there was no evidence at the reporting date of any difference between the fair value and carrying value of the property.

J T Hughes (Oswestry) Limited 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:

The remuneration of key management personnel, is as follows.

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

One of J T Hughes (Oswestry) Limited'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 by J T Hughes (Oswestry) Limited into the pension scheme.