Company registration number 00905101 (England and Wales)
THE SOUTHERN MOTOR GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
THE SOUTHERN MOTOR GROUP LIMITED
COMPANY INFORMATION
Directors
Mr P J Price
Mr S P Price
Mr L H Price
Mr S P Price
Ms R L Price
Secretary
Mr S P Price
Company number
00905101
Registered office
22 Lansdowne Road
Croydon
Surrey
CR0 2BD
Auditor
Gravita Audit II Limited
Aldgate Tower
2 Leman Street
London
United Kingdom
E1 8FA
Business address
22 Lansdowne Road
Croydon
Surrey
CR0 2BD
Solicitors
Blake-Turner LLP
3rd Floor, Baltic House
65 Fenchurch Street
London
EC3M 4BE
THE SOUTHERN MOTOR GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Profit and loss account
9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 26
THE SOUTHERN MOTOR GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Review of the business

The Southern Motor Group is a commercial vehicle dealership operating across the South East with its head office being in Croydon, Surrey.

Results and performance

Sales of new vehicles fell in the first half of the year due to the delay in the availability of the new transporter model. This meant a supply shortage on the most popular model in the brand. Although new unit sales were similar to 2024, an increase in agency sales lead to a reduction in turnover.

A strong performance from used sales considering the sharp downturn of the used market during the year, recording similar turnover and profit to 2024.

The rental operation was once again significantly impacted by the fall in profit on vehicle disposals due to lower used vehicle valuations.

The key focus of 2026 will be to increase new sales performance and to improve short term rental in our hire department, whilst building upon the strength of the aftersales department.

Principal risks and uncertainties

The management of the business and the execution of our strategy are subject to a number of risks. The following section comprises a summary of the main risks which we believe could potentially impact on our operating and financial performance.

Key Staff

The business is reliant on the expertise of the directors and senior management who have an in depth understanding of the business model and infrastructure. Their departure could leave an adverse effect on our results.

THE SOUTHERN MOTOR GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

Competition

The sale of commercial vehicles continues to be a highly competitive business with many other franchises operating in the South East.

Loss of Supplier

The company continues to rely heavily on the Volkswagen franchise for its business. The directors consider that the risk is mitigated by both the excellent relationship and performance within the franchise.

Economic Environment

As with most businesses, the macroeconomic environment will have an effect on our results. Many of our customers will run their own business and poor economic conditions could hinder their ability to purchase or rent commercial vehicles.

VW Reputation

As a main Volkswagen dealership, the company is reliant upon the actions and reputation of the franchise in the market place upon which the company has no control. A reduction in pricing support or a shortfall in vehicle supply could have an effect on the market share and subsequently company performance.

Management Risk

The company is controlled by directors who have extensive knowledge of the business. This knowledge is not recorded anywhere and if no they were no longer involved there would be a negative impact on the business.

Development and performance

The directors of the group continue to focus on improving the performance of their Volkswagen franchise along with widening its customer base within the commercial sector.

Key performance indicators

| 2025 | 2024 | 2023 | 2022 | 2021
Turnover Growth | -8.17% | -6.50% | 10.40% | -17.00% | 21.80%
GP margins | -1.48% | -8.20% | 14.20% | -15.10% | 13.00%
NPBT margins | -30.85% | 0.64% | 5.40% | 6.80% | 5.80%
Debtor days | 8 | 6 | 6 | 12 | 3

Promoting the success of the company

The purpose of this report is to inform the members of the company and help them to assess how the directors have performed their duties under s172 of the Companies Act 2006, in promoting the success of the company.

The directors have performed their duties under s172 with regard to their responsibility to members of the company and wider stakeholder interests.

On behalf of the board

Mr S P Price
Director
4 June 2026
THE SOUTHERN MOTOR GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

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

Principal activities

The principal activity of the company continued to be that of a commercial motor dealership.

Results and dividends

The results for the year are set out on page 9.

During the year dividends of £nil were paid (2024: £nil).

Directors

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

Mr P J Price
Mr S P Price
Mr L H Price
Mr S P Price
Ms R L Price
Auditor

In accordance with the company's articles, a resolution proposing that Gravita Audit II Limited be reappointed as auditor of the company will be put at a General Meeting.

Energy and carbon report

The company has consumed more than 40,000 kWh of energy in this reporting period. During the year, the Company had the following energy and fuel consumption:

Emission Type |  | Total volume (kWh) | Emissions (tonnes CO2e)
|  | 202 5 | 202 4 | 202 5 | 202 4
Associated with purchased gas and electricity | 1,532,245 | 1,309,934 |  |
From owned vehicles |  |  | 163 | 212
Intensity metric provided to compare emissions data with the Company turnover. |  |
|  | 202 5 | 202 4 |  |
Total emissions CO2 (tonnes) |  | 163 | 212 |  |
Turnover (£000) |  | 50,976 | 55,510 |  |
Rate |  | 0.00 32 | 0.00 38 |  |

Energy usage information has been obtained directly from the energy suppliers and meters data. Transport emissions is calculated is calculated from the fuel expenses in the year, with an estimated average diesel price of 1 5 0 pence per lit re across the year. Petrol is negligible. The CO2 per lit re is 2.68kg.

The Company has installed LED lights and electric charging points to reduce consumption levels. The aim is for future CO2 levels to be reduced by purchasing electric vehicles as VW increases its range.

THE SOUTHERN MOTOR GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
Statement of disclosure to auditor

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.

Employees

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the companies performance.

On behalf of the board
Mr S P Price
Director
4 June 2026
THE SOUTHERN MOTOR GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

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 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;

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

- 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.

THE SOUTHERN MOTOR GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF THE SOUTHERN MOTOR GROUP LIMITED
- 6 -
Opinion

We have audited the financial statements of The Southern Motor Group Limited (the 'company') for the year ended 31 December 2025 which comprise the profit and loss account, 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 December 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' r eport 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.

THE SOUTHERN MOTOR GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF THE SOUTHERN MOTOR GROUP LIMITED (CONTINUED)
- 7 -
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 identifie d material misstatements in the strategic report or the directors' r eport.

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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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.

Auditor's 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 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations. The laws and regulations applicable to the company were identified through discussions with directors and other management, and from our commercial knowledge and experience of the commercial motor dealership industry. Of these laws and regulations, we focused on those that we considered may have a direct material effect on the financial statements or the operations of the company, including compliance with Volkswagen quality standards and regulations, the Companies Act 2006, taxation legislation, employment laws and health and safety regulations. The extent of compliance with these laws and regulations identified above was assessed through making enquiries of management and inspecting legal correspondence. The identified laws and regulations were communicated within the audit team and the team remained alert to instances of non-compliance throughout the audit.

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

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

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

- understanding the design of the company’s remuneration policies.

THE SOUTHERN MOTOR GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF THE SOUTHERN MOTOR GROUP LIMITED (CONTINUED)
- 8 -

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

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

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates set out in note 1 were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

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

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

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

- reviewing correspondence with HMRC, relevant suppliers including Volkswagen, and the company’s legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities 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.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Paul Woosey FCA, FCCA (Senior Statutory Auditor)
For and on behalf of Gravita Audit II Limited, Statutory Auditor
Chartered Accountants
Aldgate Tower
2 Leman Street
London
E1 8FA
United Kingdom
4 June 2026
THE SOUTHERN MOTOR GROUP LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£
£
Turnover
3
50,975,926
55,510,029
Cost of sales
(43,361,602)
(47,781,670)
Gross profit
7,614,324
7,728,359
Administrative expenses
(7,173,711)
(7,229,608)
Other operating income
74,826
190,045
Operating profit
4
515,439
688,796
Interest receivable and similar income
8
136,264
123,938
Interest payable and similar expenses
9
(433,425)
(468,222)
Profit before taxation
218,278
344,512
Tax on profit
10
(118,675)
(86,262)
Profit for the financial year
99,603
258,250

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

There are no recognised gains and losses other than those passing through the profit and loss account.

THE SOUTHERN MOTOR GROUP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
2025
2024
£
£
Profit for the year
99,603
258,250
Other comprehensive income
-
-
Total comprehensive income for the year
99,603
258,250
THE SOUTHERN MOTOR GROUP LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
11
6,745,809
5,264,948
Investments
12
100
100
6,745,909
5,265,048
Current assets
Stocks
14
12,710,117
12,096,305
Debtors
15
2,701,461
2,352,943
Cash at bank and in hand
4,032,212
3,102,830
19,443,790
17,552,078
Creditors: amounts falling due within one year
16
(14,741,686)
(12,256,162)
Net current assets
4,702,104
5,295,916
Total assets less current liabilities
11,448,013
10,560,964
Creditors: amounts falling due after more than one year
17
(3,527,330)
(2,563,896)
Provisions for liabilities
Provisions
19
36,248
69,506
Deferred tax liability
20
1,115,707
1,258,437
(1,151,955)
(1,327,943)
Net assets
6,768,728
6,669,125
Capital and reserves
Called up share capital
22
24,000
24,000
Profit and loss reserves
6,744,728
6,645,125
Total equity
6,768,728
6,669,125
The financial statements were approved by the board of directors and authorised for issue on 4 June 2026 and are signed on its behalf by:
Mr S P Price
Director
Company registration number 00905101 (England and Wales)
THE SOUTHERN MOTOR GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2024
24,000
6,386,875
6,410,875
Year ended 31 December 2024:
Profit and total comprehensive income
-
258,250
258,250
Balance at 31 December 2024
24,000
6,645,125
6,669,125
Year ended 31 December 2025:
Profit and total comprehensive income
-
99,603
99,603
Balance at 31 December 2025
24,000
6,744,728
6,768,728
THE SOUTHERN MOTOR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information

The Southern Motor Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is 22 Lansdowne Road, Croydon, Surrey, CR0 2BD.

1.1
Basis of preparation

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 a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. 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. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;

- Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash f low and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, 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 26 ‘Share based Payment’ – Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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

The financial statements of the company are consolidated in the financial statements of Southern Motor Group Holdings Limited. These consolidated financial statements are available from its registered office at 22 Landsdowne Road, Croydon, Surrey, CR0 2BD.

The company has taken advantage of the exemption under section 40 2 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

The Southern Motor Group Limited is a wholly owned subsidiary of Southern Motor Group Holdings Limited and the results of The Southern Motor Group Limited are included in the consolidated financial statements of Southern Motor Group Holdings Limited which are available from 22 Landsdowne Road, Croydon, Surrey, CR0 2BD.

1.2
Going concern

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

THE SOUTHERN MOTOR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.3
Revenue

Turnover represents sales to external customers at invoiced value less value added tax or local taxes on sales.

Sales of motor vehicles, parts and accessories and fuel are recognised on the earlier of full payment or delivery to the customer. Service and bodyshop work is recognised on the completion of the agreed work.

Vehicle hire income is recognised on a monthly basis over the period to which the rental agreement relates.

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

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.

1.4
Tangible fixed assets

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

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Land and buildings Leasehold
Straight line over the period of the lease
Plant and machinery
10% to 33% straight line
Fixtures, fittings & equipment
10% to 33% straight line
Motor vehicles
10% to 50% straight line

Depreciation on motor vehicles is calculated as follows: a residual value is determined at the beginning of the contract and depreciation is charged on the cost less residual value, over three years or four years. At the end of the contract term, a new residual value is determined at the beginning of each year and the charge for the year will be applied to arrive at this new residual value at the end of the year.

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.

1.5
Fixed asset investments

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.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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 SOUTHERN MOTOR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -

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.

1.7
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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.

Consignment vehicles which bear considerably more of the risks and responsibilities of ownership are regarded effectively as being under the control of the company and in accordance with the FRS102 section 10 are included in stocks on the balance sheet, although legal title has not passed to the company.

The corresponding liability is included in trade creditors and is secured directly on these vehicles.

1.8
Cash and cash equivalents

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.

1.9
Financial instruments

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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.

THE SOUTHERN MOTOR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Basic financial assets

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.

Other financial assets

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.

Impairment of financial assets

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.

Derecognition of financial assets

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.

Classification of financial liabilities

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. 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. A m ounts 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.

THE SOUTHERN MOTOR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.10
Equity instruments

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.

1.11
Taxation

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

Current 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 tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more tax, with the following exceptions.

Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

THE SOUTHERN MOTOR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.12
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i s measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.13
Employee benefits

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.

1.14
Retirement benefits

The company operates a defined contribution pension scheme for employees The assets of the scheme are held separately from those of the company The annual contributions payable are charged to the profit and loss account.

1.15
Leases
As lessee

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.17

Financial instruments

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 entity after deducting all of its financial liabilities.

THE SOUTHERN MOTOR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
2
Judgements and key sources of estimation uncertainty

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.

Critical judgements
Deferred tax

Deferred tax is calculated by comparing the net book value of assets with their tax written down value. It is assumed that the future tax rate will remain the same as the current rate. This estimate is also affected by the judgments used in estimating depreciation, as described above.

Consignment stock

In accordance with FRS 102, consignment stock is treated as the stock of the company. The directors have used their judgement to include as stock in the balance sheet at the year end as all rights and obligations are the company's and therefore treated as stock.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Sales of commercial goods vehicles & related services
50,975,926
55,510,029
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
50,975,926
55,510,029
2025
2024
£
£
Other revenue
Interest income
136,264
123,938
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Fees payable to the company's auditors for the audit of the company's financial statements
29,500
29,500
Depreciation of owned tangible fixed assets
686,565
804,254
Depreciation of tangible fixed assets held under finance leases
537,457
377,707
Gain on disposal of tangible fixed assets
74,826
190,035
THE SOUTHERN MOTOR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
29,500
29,500
6
Employees

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

2025
2024
Number
Number
Administrative and sales staff
61
63
Garage and vehicle body production staff
23
23
Total
84
86

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
5,054,620
4,999,605
Social security costs
638,202
551,795
Pension costs
100,799
302,019
5,793,621
5,853,419
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
1,795,060
1,697,880
Company pension contributions to defined contribution schemes
7,680
107,080
1,802,740
1,804,960
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
598,850
769,000
Company pension contributions to defined contribution schemes
2,880
2,640
THE SOUTHERN MOTOR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
7
Directors' remuneration
(Continued)
- 21 -

The company operates a stakeholder defined contribution pension scheme for the benefit of the directors. The assets of the scheme are administered by an independent pension provider. Pension payments recognised as an expense during the year amount to £7,680 (2024: £107,080).

8
Interest receivable and similar income
2025
2024
£
£
Interest income
Other interest income
136,264
123,938
9
Interest payable and similar expenses
2025
2024
£
£
Interest on finance leases and hire purchase contracts
218,175
192,931
Other interest
215,250
275,291
433,425
468,222
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
261,405
103,313
Deferred tax
Origination and reversal of timing differences
(142,730)
(17,051)
Total tax charge
118,675
86,262
THE SOUTHERN MOTOR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Taxation
(Continued)
- 22 -

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:

2025
2024
£
£
Profit before taxation
218,278
344,512
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
54,570
86,128
Tax effect of expenses that are not deductible in determining taxable profit
-
0
1,092
Gains not taxable
(34,066)
(47,511)
Adjustments in respect of prior years
261,405
-
0
Group relief
47,550
-
0
Permanent capital allowances in excess of depreciation
(353,281)
(231,886)
Other non-reversing timing differences
(2,072)
-
0
Depreciation add back
306,006
295,490
Chargeable disposals
(18,707)
-
0
Deferred tax movement
(142,730)
(17,051)
Taxation charge for the year
118,675
86,262
11
Tangible fixed assets
Land and buildings Leasehold
Plant and machinery
Fixtures, fittings & equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2025
14,624
232,354
28,163
7,637,588
7,912,729
Additions
-
0
43,944
6,377
3,619,345
3,669,666
Disposals
(14,624)
(13,378)
-
0
(1,903,009)
(1,931,011)
At 31 December 2025
-
0
262,920
34,540
9,353,924
9,651,384
Depreciation and impairment
At 1 January 2025
13,771
140,839
15,821
2,477,350
2,647,781
Depreciation charged in the year
853
38,662
7,166
1,177,341
1,224,022
Eliminated in respect of disposals
(14,624)
(13,378)
-
0
(938,226)
(966,228)
At 31 December 2025
-
0
166,123
22,987
2,716,465
2,905,575
Carrying amount
At 31 December 2025
-
0
96,797
11,553
6,637,459
6,745,809
At 31 December 2024
853
91,515
12,342
5,160,238
5,264,948
THE SOUTHERN MOTOR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
11
Tangible fixed assets
(Continued)
- 23 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts is shown below. The depreciation charge in respect of such assets amounted to £537,457 (2024 - £377,707) for the year.

2025
2024
£
£
Motor vehicles
4,438,604
2,175,870
12
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
13
100
100
13
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Whitgift Hire Company Limited
England and Wales
Ordinary
100.00
14
Stocks
2025
2024
£
£
Finished goods and goods for resale
12,710,117
12,096,305

The company operates a consignment stock arrangement with Volkswagen Financial Services (UK) Limited. The value of consignment stock included in the total stock figure at 2025 was £5,569,729 (2024: £3,489,253).

There is no material difference between the replacement cost of stocks and the amounts stated above.

15
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
924,801
855,661
Amounts owed by group undertakings
1,100,000
1,100,000
Other debtors
346,305
114,564
Prepayments and accrued income
330,355
282,718
2,701,461
2,352,943
THE SOUTHERN MOTOR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
16
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Obligations under finance leases
18
2,988,491
3,014,664
Trade creditors
9,136,499
6,372,408
Corporation tax
261,883
102,478
Other taxation and social security
250,777
180,573
Other creditors
2,030,272
2,456,219
Accruals and deferred income
73,764
129,820
14,741,686
12,256,162

There are a number of fixed and floating charges over the assets of the company, exercised by HSBC, Lombard North Central, Santander Asset Finance plc and Volkswagen Bank GmbH, in relation to any borrowings due to these companies.

17
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Obligations under finance leases
18
3,527,330
2,563,896

There are a number of fixed and floating charges over the assets of the company, exercised by HSBC, Lombard North Central and Santander Asset Finance plc, in relation to borrowings due to these companies.

18
Finance lease obligations
2025
2024
Amounts due:
£
£
Within one year
2,988,491
3,014,664
After more than one year
3,527,330
2,563,896
6,515,821
5,578,560

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

19
Provisions for liabilities
2025
2024
£
£
Maintenance provision
36,248
69,506
Deferred tax liabilities
20
1,115,707
1,258,437
1,151,955
1,327,943
THE SOUTHERN MOTOR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
20
Deferred taxation

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:

Liabilities
Liabilities
2025
2024
Balances:
£
£
ACAs
1,115,707
1,258,437
2025
Movements in the year:
£
Liability at 1 January 2025
1,258,437
Credit to profit or loss
(142,730)
Liability at 31 December 2025
1,115,707

The deferred tax liability set out above is expected to reverse within 36 months and relates to accelerated capital allowances that are expected to mature within the same period.

21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
100,799
302,019

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.

22
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
24,000
24,000
24,000
24,000
23
Capital commitments
At 31 December 2025, the company had capital commitments under operating leases as follows:
2025
2024
£
£
Less than one year
510,985
510,985
From one to two year
793,985
1,021,970
After more than two year
183,750
409,000
1,488,720
1,941,955
THE SOUTHERN MOTOR GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
24
Ultimate controlling party

There is no controlling party. The immediate parent is S M Group Trading Limited and the ultimate parent company is Southern Motor Group Holdings Limited. Both companies are incorporated in England and Wales.

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