Shelbourne Motors Holdings Ltd

	Page
Strategic Report	1—3
Directors' Report	4—8
Independent Auditor's Report	9—12
Consolidated Statement of Comprehensive Income	13
Consolidated Statement of Financial Position	14—15
Company Statement of Financial Position	16
Consolidated Statement of Changes in Equity	17
Company Statement of Changes in Equity	18
Consolidated Statement of Cash Flows	19
Notes to the Consolidated Statement of Cash Flows	20
Notes to the Financial Statements	21—32

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

Review of the Business

Overall Summary

2025 was a strong year with turnover just under £123 million, an 8% increase on 2024, but we still faced issues with vehicle supply both new vehicles due to Windsor framework

Toyota has a challenging year due to supply of new vehicles in 2025 against 2024, used cars having a stronger performance. Renault had a strong year in new car and used sales. Nissan had a difficult year due to brand supply and support. Newry saw an increase in both new and used performance. Fleet is still hampered by new car supply and EV RVs although turnover was up year on year.

Increased electricity, rates, interest, and overall salaries had a huge impact on all sites

Sales Department

2025 saw a good performance from the sales dept considering the vehicle supply issues that still hamper the industry - both new car and used car sales were up this year by 7%

Service Department

Service had a more difficult year due to the mix of work and we have seen overall costs rise considerably which affected the profitability, Newry saw an increase of technician headcount and efficiency and significant profit increase as a result. Overall group service profit increased by 21%.

The group returned 1.6 hours per job card. Productivity and efficiency are continually managed through the departments. CITNOW and VHCs have grown and technicians are more familiar than ever

Parts Department

Parts turnover decreased due to the warranty mix dropping. The focus has been on workshop parts and trade parts. Overall parts profit has decreased due to rising employment cost and drop in turnover.

We are very pleased with how the group has performed in another very challenging year where we have seen the vehicle supply issue along with increase of overheads and staff salaries eat away at profit. This industry continues to challenge us

Newry

2025 was a good year as turnover increased by overall by 4%, Maxus is still finding its feet and the market is getting stronger around EV.

Kia and Renault both remained strong in new for 2025

Autoselect Used improved year on year but still has greater potential .

Service delivered on sales, increased overheads due to salaries and general increase in overheads and had a much stronger profit in 2025. This is an ongoing focus.

Parts has a stronger year with turnover increase of 37% and retaining good profit margin.

Overheads in all departments increased which impacted Newry - overall increase in rates, heat and light, interest and overall salaries left it difficult for absorption.

Newry returned a strong profit for 2025 and order bank is good for 2026

Nissan

Nissan new retail sales was stronger in 2025.

Autoselect Used had a stronger year used profit was strong and volume was up.

Service had a weaker year in turnover due to headcount which impacted sales.

Due to the drop in headcount in technicians therefore Parts also had a weaker year than 2024

Renault

Renault New sales delivered another strong year in 2025 - whilst New sales declined due to mix, Used vehicles delivered a stronger sales growth of 4%.

Whillst overheads increased with salaries and interest charges, which proved difficult, Renault delivered a great profit in 2025.

Parts and service turnover were behind due to a drop in warranty, although even with increase in overheads delivered a similar profit to 2024.

...CONTINUED

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Shelbourne Motors Holdings Ltd

Strategic Report (continued)

For The Year Ended 31 December 2025

Review of the Business - continued

Toyota

Toyota had a difficult year due to a lack of New vehicle models in the mix - vehicles that used to be readily supplied, Rav4 and Landcruiser, dropped significantly and impacted turnover and profitability.

Used saw an increase in sales of 17% and gross profit remained strong although increased overheads led to a slight drop in net profits.

Service and Parts both saw decreases in turnover and profit, driven by sales performance

Fleet

Fleet saw a significant increase in sales of 50% year on year and profits were greatly improved. Change in management and the wider team led to a stronger performance in the Department.

Principal Risks and Uncertainties

The management of the company and the execution of the company and group's strategy are subject to any or all of the following risks and uncertainties:-

Franchise financial stability

The group relies on its franchised motor car dealerships. Without a franchise we may be unable to source new car stock or perform service warranty repairs. The group has attempted to mitigate this risk by having trading relationships with a number of manufacturers so that the impact of any one manufacturer failing would be reduced.

Competition

The retail motor trade is highly competitive and comprises of a number of large dealer networks and independent retailers. In addition, the aftersales market comprises of similar franchised businesses, supply and fit chains, and a large number of small independent garages and bodyshops. The group therefore offers customers different options depending upon price and quality of service they wish to take; our aftersales business is reliant on our customer service and the ability to adjust pricing in reaction to local competitive conditions.

Human resources and employees

The group's success depends to a large extent upon the effort and abilities of senior management and key employees. Further, our business is dependent upon our ability to continue to attract and retain skilled personnel.

Legislation

A number of regulations affect our business of selling, financing and servicing cars, such as those set out by the Financial Conduct Authority. Non-compliance can lead to fines or suspension from selling finance or general insurance products.

Stock value risk

The group is exposed, as are all businesses in this industry, to the risk of the value of its stock in trade falling due to general economic or industry specific factors, although currently stock values are not falling due to high demand. The directors mitigate this risk through a two-fold policy of ensuring the group only carries stock of a suitable profile and price range that is appropriately aged, and by a strict monthly write-down policy that immediately recognises any fall in value through the Consolidated Statement of Comprehensive Income.

General economic conditions

The general economic environment and levels of consumer and business confidence have a direct impact on levels of demand in the motor retail sector. Currently the UK is still facing a Cost of Living crisis with interest rates reduced modestly to 3.75% and slow economic growth, but inflation is now down to 2.8%.

Market risk

Uncertainty in financial markets has dented consumer confidence. Steps taken by financial institutions to reduce exposure and risk have resulted in limiting available consumer credit. Initiatives led by the management team within the group have assisted in maintaining a good level of retail finance penetration.

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Shelbourne Motors Holdings Ltd

Strategic Report (continued)

For The Year Ended 31 December 2025

Key performance indicators

Our KPIs are the percentage growth in both turnover and underlying profit which are shown in the Review of Business above. Gross profit margin is another KPI - this rose in 2025 to 4.6% (2024: 4.2%).

Section 172(1) Statement

The directors of Shelbourne Motors Holdings Limited consider, both individually and collectively, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in S172(l) (a) - (f) of the Companies Act 2006) in the decisions taken during the year ended 31 December 2025.

- Our plan was designed to have a long term beneficial impact on the group and to contribute to its success in delivering a high quality of service across all areas of our business.

- Our team members are fundamental to the delivery of our plan. We aim to be a responsible employer in our approach to the pay and benefits our team members receive. The health, safety and well being of our team members is one of our primary considerations in the way we do business.

- Engagement with suppliers and customers is key to our success. We meet with our major manufacturing partners regularly throughout the year and take appropriate action, where necessary, to prevent involvement in modern slavery, corruption, bribery and breaches of competition law.

- Our plan takes into account the impact of the group operations on the community, environment and our wider social responsibilities, in particular how we comply with environmental legislation pursue waste saving opportunities and react promptly to local community concerns.

- Our intention is to behave responsibly and ensure that management operate the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours and in doing so, will contribute to the delivery of our plan. The intention is to nurture our reputation, through both the construction and delivery of our plan that reflects our responsible behaviour.

On behalf of the board

Mrs C N Willis

Director

17th June 2026

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Shelbourne Motors Holdings Ltd

Company No. NI687638

Directors' Report For The Year Ended 31 December 2025

Directors' Report

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

Principal Activity

The principal activity of the company is that of property rental and of a holding company.

The principal activity of the group is that of operating motor dealerships.

Future Developments

These are covered in the Review of Business in the Strategic Report.

Dividends

The value of dividends paid amounted to £806,400 (2024: £NIL).

The directors recommended a final dividend of £NIL (2024: £NIL).

Financial Instruments

The group uses various financial instruments, other than derivatives, which include bank, financial institution and stocking loans, cash and various items, such as consignment stock, trade debtors and trade creditors that arise directly from operations. The main purpose of these financial instruments is to raise finance for the group's operations. Their existence exposes the group to a number of financial risks.The significant risks arising from the group's financial instruments are interest rate risk, liquidity risk and credit risk.

The directors review and agree policies for the management of each of these risks which are noted below. These policies are consistent with those from the previous year.

Interest rate risk

The group sometimes uses bank borrowings and other loans to finance its operations during peak periods. The Bank of England base rates have been falling during 2025 and are currently standing at 3.75%, thereby decreasing the group's interest payments on its variable rate loans tracked to that rate.

Liquidity risk

The group seeks to manage risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash and assets safely and profitably.

The group's policy throughout the year has been to achieve this objective through the day to day involvement of management in business decisions rather than through setting maximum or minimum liquidity ratios.

Credit risk

The group's principal financial assets are cash and trade debtors. The credit risk associated with the cash is minimal as the counterparts have high credit ratings assigned by international credit-rating agencies. The principal credit risk therefore arises from its trade debtors.

In order to manage credit risk, the directors have implemented processes to ensure receipt of cleared funds for vehicle sales before the vehicle is released. Other trade debtors require an approved credit limit in advance. The directors set credit limits for customers based on a combination of payment history and third party credit references. Credit limits are reviewed by the finance director on a regular basis in conjunction with debt ageing and collection history.

Directors

The directors who held office during the year were as follows:

Mr R F Ward

Mrs C N Willis

Mr P S Ward

Post Balance Sheet Events

There are no post balance sheet events to report in the financial statements.

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Shelbourne Motors Holdings Ltd

Directors' Report (continued)

For The Year Ended 31 December 2025

Employee Engagement Statement

Why it is important to engage?

Our employees are our business. Without them, we cannot deliver our group strategy.

Ways to engage

Employee satisfaction survey.

Apprenticeship programme.

Training and development.

Annual top performer awards.

Stakeholders' key interests

Career opportunities.

Pay and conditions.

Ongoing training and development.

Outcomes in 2025

We have a strong apprenticeship programme in 2025, expanding into other departments of the business rather than just technicians.

Continued investment in staff.

Statement of Engagement with Suppliers, Customers and Others in a Business Relationship with the Group

1. Customers

Why it is important to engage?

The mission statement of our group is "to treat every customer as if they were a guest in our own home'.

Ways to engage

Website.

Social media.

Customer surveys.

Customer service.

Stakeholders' key interests

Customer service.

Convenience.

Product choice.

Value for money.

Product knowledge.

Outcomes in 2025

Customer satisfaction remained a priority for the Group and we remained focused on reputation.

2. Manufacturers

Why it is important to engage?

The group operates a franchised business model so strong ongoing relationships with our manufacturer partners are fundamental to this.

Ways to engage

Organisation structure along a franchise line.

Monthly performance reporting.

Representation on dealer councils.

Stakeholders' key interests

Brand standards.

New cars sales.

Volume targets.

Customer satisfaction.

Dealership performance.

Outcomes in 2025

Brand standards are continually audited by the brands.

Toyota refurbishment started in mid 2025 and completed by year end.

3. Finance providers

Why it is important to engage?

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Shelbourne Motors Holdings Ltd

Directors' Report (continued)

For The Year Ended 31 December 2025

Statement of Engagement with Suppliers, Customers and Others in a Business Relationship with the Group - continued

Access to finance is key for the operation of the business and to provide our customers with the ability to finance vehicle purchases.

Ways to engage

Monthly performance reporting.

Monthly compliance reporting.

Credit reviews.

Compliance reviews.

Stakeholders' key interests

Compliance with regulations.

Finance volumes written.

Strength of financial provision.

Forecasting and business planning.

Outcomes in 2025

Good relationship with FCA via our agent.

Finance volumes were achieved in 2025.

Strong relationship with all finance houses.

4. Suppliers

Why it is important to engage?

Suppliers provide the essential goods and services which allow the business to operate efficiently.

Ways to engage

Regular feedback on performance.

Periodic review of terms.

Stakeholders' key interests

Prompt payment practices.

Credit worthiness.

Long term relationships.

Outcomes in 2025

We remained consistent with between 30 - 60-day credit terms.

Operating a PO system.

We have a good relationship with all creditors.

5. Government and regulators

Why it is important to engage?

The group operates in a highly regulated environment, compliance is therefore essential to the business model.

Ways to engage

Open and constructive engagement with HMRC, FCA, DVLA etc.

Regular self audits of regulatory compliance performance

Continual management and training.

Stakeholders' key interests

Compliance with laws and regulations.

Treating customers fairly.

Payment of the correct amount of tax within timeframe.

Outcomes in 2025

Good relationship by Automotive Compliance with FCA regulations.

All VAT & other taxes paid on time.

6. Communities

Why it is important to engage?

Our businesses are integral members of their local community, so need to make a positive impact on those around them.

Ways to engage

Local community event sponsorship.

Actively taking part supporting other businesses through local Chambers.

Purchasing locally.

Being clean, quiet and respectful of neighbours.

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Shelbourne Motors Holdings Ltd

Directors' Report (continued)

For The Year Ended 31 December 2025

Statement of Engagement with Suppliers, Customers and Others in a Business Relationship with the Group - continued

Stakeholders' key interests

Contributing to the local economy.

Engaging with like-minded business and sharing knowledge.

Environmentally friendly.

Outcomes in 2025

We contribute to two main local charities and several sport clubs at both senior and junior levels.

We remain focused on reducing our carbon footprint and encourage all employees to assist in this challenge.

Streamlined Energy and Carbon Reporting

Adler & Allan Group Limited were instructed by the group to undertake an assessment of energy consumption and greenhouse gas (GHG) emissions as a result of business operations, for the financial year ending 31 December 2025. This report has been conducted in line with the Streamlined Energy and Carbon Reporting (SECR) Framework and the Companies Act 2006 (Strategic and Directors’ Reports) Regulations 2013.

Our energy and carbon calculations have been conducted in accordance with the UK Government’s Reporting Guidelines for Company Report. Data has been reviewed and verified by a third-party (Adler and Allan). GHG calculations have been performed using the Greenhouse Gas Protocol Corporate Reporting Standards (GHG Protocol) and ISO14064-1:2018 Greenhouse Gases – Part 1: Specification with guidance at the organization level for quantification and reporting of greenhouse gas emissions and removals. All emissions calculations use up to date GHG Conversion Factors for Company Report (BEIS) and are reported as carbon dioxide equivalent (CO2e), accounting for all major greenhouse gases.

The table below sets out total energy consumption and resulting GHG emissions by scope arising from business operations.

Scope 1 Emissions (tCO2e)	2024		2025		% Change from PY
Scope 1 Emissions (tCO2e)	kWh	tCO2e	kWh	tCO2e	kWh	tCO2e
Diesel	455,194	115.64	477,163	121.10	+5%	+5%
Petrol	450,916	104.79	423,985	99.01	-6%	-5%
Gas Oil	177,030	40.77	132,265	30.46	-25%	-25%
Kerosene	73,880	19.19	74,887	19.45	+1%	+1%
Biomass	452,640	5.12	305,184	3.45	-33%	-33%

Scope 2 Emissions (tCO2e)
Purchased Electricity (location based)	617,717	127.90	623,347	110.37	+1%	-14%

Total emissions (tCO2e)	2,227,377	413.41	2,036,831	383.8	-9%	-7%
Carbon Intensity Ratios (location based)
tCO2e per £m Turnover	3.36		3.12		-14%
kgCO2e per Floor Area	19.30		16.30		-15%

Shelbourne Motors is committed to responsible environmental and carbon management and will practice energy efficiency throughout our organisation, where possible and cost-effective to do so. We recognise that climate change is one of the most serious environmental challenges currently threatening the global community and we understand our role in firstly reducing our own direct emissions, as well as supporting our customers to transition to more efficient and low carbon vehicles.

Our absolute GHG emissions have decreased by 7% on the previous year. This was achieved via a 9% reduction in energy consumption across sources – in particular reducing reliance on petrol, LPG and biomass during the last 12 months. It is, however, recognised that kerosene and biomass are purchased on an ad-hoc basis and there may be annual variances depending on the timing of purchases.

During 2025, our revenue has increased by 8%. Despite this, the carbon intensity of our operations has decreased by 7%, demonstrating that we are able to achieve sustainable business growth whilst also reducing environmental impact.

Solar power has been installed at the Newry site in 2025 and is being implemented in Portadown in May 2026. The Monta EV charging platform is being implemented in May/June 2026 to manage our EV chargers in a more efficient manner.

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Shelbourne Motors Holdings Ltd

Directors' Report (continued)

For The Year Ended 31 December 2025

Streamlined Energy and Carbon Reporting - continued

In the future, we will continue to explore ways to save energy and natural resources, including low and zero emissions vehicles; renewable energy procurement and generation; and low carbon heating.

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, the Directors' 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, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', 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 the group and of the profit or loss of the group for that period. In preparing the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards, comprising FRS102, 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 company will continue in business.

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

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Directors' Report is approved:

so far as the director is aware, there is no relevant audit information of which the company and group's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and group's auditors are aware of that information.

Independent Auditors

The auditors, Ascendis Audit Limited, will be proposed for re-appointment under Section 485 of the Companies Act 2006.

On behalf of the board

Mrs C N Willis

Director

17th June 2026

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Independent Auditor's Report

to the Members of

Shelbourne Motors Holdings Ltd

Independent Auditor's Report

Opinion

We have audited the financial statements of Shelbourne Motors Holdings Ltd (the "parent company") and its subsidiaries (the "group") for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

In our opinion the financial statements:

give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 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 and parent company's ability to continue as a going concern for a period of at least 12 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. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on Other Matters Prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

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Independent Auditor's Report (continued)

to the Members of

Shelbourne Motors Holdings Ltd

Matters on Which We Are Required to Report by Exception

In the light of the knowledge and understanding of the group and 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 or 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' Responsibilities Statement set out on page 9, 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 group and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

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Independent Auditor's Report (continued)

to the Members of

Shelbourne Motors Holdings Ltd

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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following;

- the nature of the industry, control environment and business performance including the design of the group's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets;

- our enquiries of management about their own identification and assessment of the risks of irregularities;

- any matters we identified having obtained and reviewed the group's documentation of their policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance, in particular in relation to the FCA;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the group for fraud and identified the greatest potential for fraud in the following areas: bank payment processing, payroll, sales processing, used/demo stock valuation, and credit card/cash transactions. In common with all audits under lSAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the Companies Act 2006, pensions legislation and tax legislation.

Audit response to risks identified:-

ln addition to the above, our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- reviewing correspondence with the FCA and;

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

ln addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group's ability to operate or to avoid a material penalty. These included the group's FCA regulatory requirements.

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

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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Independent Auditor's Report (continued)

to the Members of

Shelbourne Motors Holdings Ltd

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 that 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.

Paul Allan Byrne BA (Double Hons) FCA (Senior Statutory Auditor)

for and on behalf of Ascendis Audit Limited , Statutory Auditor

18th June 2026

Ascendis Audit Limited

Unit 3, Building 2, The Colony

Altrincham Road

Wilmslow

Cheshire

SK9 4LY

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Shelbourne Motors Holdings Ltd

Consolidated Statement of Comprehensive Income

For The Year Ended 31 December 2025

Consolidated Statement of Comprehensive Income

		2025	2024
	Notes	£	£
TURNOVER	3	122,933,031	113,891,521
Cost of sales		(117,266,924 )	(109,145,850 )

GROSS PROFIT		5,666,107	4,745,671

Administrative expenses		(4,703,560 )	(5,148,190 )
Other operating income		1,152,837	1,143,768

OPERATING PROFIT	5	2,115,384	741,249
Profit on disposal of fixed assets		196,757	91,979
Interest payable and similar charges	10	(406,645 )	(453,387 )

PROFIT BEFORE TAXATION		1,905,496	379,841
Tax on Profit	11	(514,873 )	(96,660 )

PROFIT AFTER TAXATION BEING PROFIT FOR THE FINANCIAL YEAR		1,390,623	283,181
OTHER COMPREHENSIVE INCOME FOR THE YEAR		-	-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR		1,390,623	283,181


Profit attributable to:
Owners of the parent		1,387,987	283,181
Non-controlling interest		2,636	-

		1,390,623	283,181


Total comprehensive income attributable to:
Owners of the parent		1,387,987	283,181
Non-controlling interest		2,636	-

		1,390,623	283,181

The notes on pages 20 to 32 form part of these financial statements.

Page 13

Page 14

Shelbourne Motors Holdings Ltd

Consolidated Statement of Financial Position

As At 31 December 2025

Consolidated Statement of Financial Position

Registered number: NI687638

		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	12		17,367,277		14,692,229

			17,367,277		14,692,229
CURRENT ASSETS
Stocks	14	21,316,669		16,716,374
Debtors	15	1,603,068		3,681,313
Cash at bank and in hand		861		697

		22,920,598		20,398,384
Creditors: Amounts Falling Due Within One Year	16	(24,489,656 )		(16,868,557 )

NET CURRENT ASSETS (LIABILITIES)			(1,569,058 )		3,529,827

TOTAL ASSETS LESS CURRENT LIABILITIES			15,798,219		18,222,056

Creditors: Amounts Falling Due After More Than One Year	17		(5,894,319 )		(9,021,637 )

PROVISIONS FOR LIABILITIES
Deferred Taxation	19		(234,928 )		(115,670 )

NET ASSETS			9,668,972		9,084,749

CAPITAL AND RESERVES
Called up share capital	21		20,000		20,000
Capital redemption reserve			10,000		10,000
Income Statement			9,636,336		9,054,749

Equity attributable to owners of the parent			9,666,336		9,084,749
Non-controlling interest			2,636		-

TOTAL EQUITY			9,668,972		9,084,749

Page 14

Page 15

Shelbourne Motors Holdings Ltd

Consolidated Statement of Financial Position (continued)

As At 31 December 2025

On behalf of the board

Mrs C N Willis

Director

17th June 2026

The notes on pages 20 to 32 form part of these financial statements.

Page 15

Page 16

Shelbourne Motors Holdings Ltd

Company Statement of Financial Position

As At 31 December 2025

Company Statement of Financial Position

Registered number: NI687638

		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	12		11,427,277		11,000,019
Investments	13		20,000		20,000

			11,447,277		11,020,019
CURRENT ASSETS
Debtors	15	865,012		1,018,058

		865,012		1,018,058
Creditors: Amounts Falling Due Within One Year	16	(8,704,175 )		(8,161,780 )

NET CURRENT ASSETS (LIABILITIES)			(7,839,163 )		(7,143,722 )

TOTAL ASSETS LESS CURRENT LIABILITIES			3,608,114		3,876,297

Creditors: Amounts Falling Due After More Than One Year	17		(1,894,319 )		(2,121,637 )

PROVISIONS FOR LIABILITIES
Deferred Taxation	19		(163,043 )		(73,387 )

NET ASSETS			1,550,752		1,681,273

CAPITAL AND RESERVES
Called up share capital	21		20,000		20,000
Income Statement			1,530,752		1,661,273

SHAREHOLDERS' FUNDS			1,550,752		1,681,273

In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's profit/(loss) for the year was £ 675,879 (2024: £(35,880 ) (loss)/profit).

On behalf of the board

Mrs C Willis

Director

17th June 2026

The notes on pages 20 to 32 form part of these financial statements.

Page 16

Page 17

Shelbourne Motors Holdings Ltd

Consolidated Statement of Changes in Equity

For The Year Ended 31 December 2025

Consolidated Statement of Changes in Equity

	Share Capital	Revaluation reserve	Capital Redemption	Income Statement
	£	£	£	£
As at 1 January 2024	20,000	-	10,000	8,771,568
Profit for the year and total comprehensive income	-	-	-	283,181

As at 31 December 2024 and 1 January 2025	20,000	-	10,000	9,054,749


Profit for the year and total comprehensive income	-	-	-	1,387,987

Dividends paid	-	-	-	(806,400)

As at 31 December 2025	20,000	-	10,000	9,636,336

	Total Attributable to Parent	Non-controlling interest	Total
	£	£	£
As at 1 January 2024	8,801,568	-	8,801,568
Profit for the year and total comprehensive income	283,181	-	283,181

As at 31 December 2024 and 1 January 2025	9,084,749	-	9,084,749


Profit for the year and total comprehensive income	1,387,987	2,636	1,390,623

Dividends paid	(806,400)	-	(806,400)

As at 31 December 2025	9,666,336	2,636	9,668,972

Page 17

Page 18

Shelbourne Motors Holdings Ltd

Company Statement of Changes in Equity

For The Year Ended 31 December 2025

Company Statement of Changes in Equity

	Share Capital	Revaluation reserve	Capital Redemption	Income Statement	Total
	£	£	£	£	£
As at 1 January 2024	20,000	-	-	1,697,153	1,717,153
Loss for the year and total comprehensive income	-	-	-	(35,880 )	(35,880)

As at 31 December 2024 and 1 January 2025	20,000	-	-	1,661,273	1,681,273


Profit for the year and total comprehensive income	-	-	-	675,879	675,879

Dividends paid	-	-	-	(806,400)	(806,400)

As at 31 December 2025	20,000	-	-	1,530,752	1,550,752

Page 18

Page 19

Shelbourne Motors Holdings Ltd

Consolidated Statement of Cash Flows

For The Year Ended 31 December 2025

Consolidated Statement of Cash Flows

		2025	2024
	Notes	£	£
Cash flows from operating activities
Net cash generated from operations	1	8,445,294	940,998
Interest paid		(406,645 )	(453,387 )
Tax paid		(104,009 )	(181,298 )

Net cash generated from operating activities		7,934,640	306,313

Cash flows from investing activities
Purchase of tangible assets		(6,787,809 )	(3,912,109 )
Proceeds from disposal of tangible assets		2,885,119	1,767,701

Net cash used in investing activities		(3,902,690 )	(2,144,408 )

Cash flows from financing activities
Equity dividends paid		(806,400 )	-
Proceeds from new other loans		-	2,380,000
Repayment of other loans		(3,187,318)	(547,318)
Amount introduced by directors		4,165	-
Amount withdrawn by directors		-	(59,608)

Net cash (used in)/generated from financing activities		(3,989,553 )	1,773,074



Increase/(decrease) in cash and cash equivalents		42,397	(65,021 )
Cash and cash equivalents at beginning of year	2	(498,031 )	(433,010 )

Cash and cash equivalents at end of year	2	(455,634 )	(498,031 )

Page 19

Page 20

Shelbourne Motors Holdings Ltd

Notes to the Consolidated Statement of Cash Flows

For The Year Ended 31 December 2025

Notes to the Consolidated Statement of Cash Flows

1. Reconciliation of profit for the financial year to cash generated from operations

	2025	2024
	£	£
Profit for the financial year	1,390,623	283,181
Adjustments for:
Tax on profit	514,873	96,660
Interest expense	406,645	453,387
Depreciation of tangible assets	1,424,398	1,002,821
Profit on disposal of tangible assets	(196,757)	(91,979)
Movements in working capital:
Decrease/(increase) in stocks	392,070	(1,055,549 )
Decrease/(increase) in trade and other debtors	2,078,245	(593,267 )
Increase in trade and other creditors	2,435,197	845,744

Net cash generated from operations	8,445,294	940,998

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

	2025	2024
	£	£
Cash at bank and in hand	861	697
Overdraft facilities repayable on demand	(456,495 )	(498,728 )

Cash and cash equivalents as stated in the Statement of Cash Flows	(455,634)	(498,031)

3. Analysis of changes in net debt

	As at 1 January 2025	Cash flows	As at 31 December 2025
	£	£	£
Cash at bank and in hand	697	164	861
Overdraft facilities repayable on demand	(498,728)	42,233	(456,495)

Cash and cash equivalents	(498,031 )	42,397	(455,634 )
Debts falling due within one year	(607,316 )	60,000	(547,316 )
Debts falling due after more than one year	(9,021,637)	3,127,318	(5,894,319)

	(10,126,984)	3,229,715	(6,897,269)

Page 20

Page 21

Shelbourne Motors Holdings Ltd

Notes to the Financial Statements

For The Year Ended 31 December 2025

Notes to the Financial Statements

1. General Information

Shelbourne Motors Holdings Ltd is a private company, limited by shares, incorporated in Northern Ireland, registered number NI687638 . The registered office, and principal place of business, is 334 Tandragee Road, Portadown, Craigavon, BT62 3RB.

The trading subsidiary has no single principal place of business.

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

Amounts in these financial statements are rounded to the nearest £.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

2.2. Basis Of Consolidation

The Consolidated Statement of Comprehensive Income and Consolidated Statement of Financial Position include the financial statements of the company and its subsidiary undertakings made up to 31 December 2025. The consolidated financial statements have been drawn up under the merger accounting method. Intra group balances, transactions and profits are eliminated fully on consolidation.

2.3. Going Concern Disclosure

The directors have not identified any material uncertainties related to events or conditions that may cast significant doubt about the group and parent company's ability to continue as a going concern.

2.4. Turnover

Turnover from the sale of goods is recognised in the Consolidated Statement of Comprehensive Income, net of discounts and value added tax, when the significant risks and rewards of ownership have been transferred to the buyer. In general this occurs when vehicles or parts have been supplied or when a service has been completed.

Turnover from the hire of vehicles is recognised in the Consolidated Statement of Comprehensive Income, net of discount and value added tax, over the hire period.

Rental income and management charge income is accounted for on an accruals basis.

Commission income is accounted for on a receivable basis.

2.5. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Freehold	2% per annum on a straight line basis
Plant & Machinery	5% - 33% per annum on a straight line basis
Motor Vehicles	20% - 33% per annum on a straight line basis
Fixtures & Fittings	6.67% - 33% per annum on a straight line basis
Computer Equipment	10% - 33% per annum on a straight line basis

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. The group took advantage of the transitional exemption set out in the triennial review of FRS 102 to record certain freehold property at a deemed cost of £5,529,868.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated Statement of Comprehensive Income.

2.6. Investments

Investments in subsidiary undertakings are stated at cost less provision for impairment where necessary.

Page 21

Page 22

Shelbourne Motors Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.7. Stocks and Work in Progress

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Consolidated Statement of Comprehensive Income.

Consignment vehicles are regarded as being under the control of the group, and in accordance with FRS 102 are included in stocks on the Consolidated Statement of Financial Position, although legal title has not passed to the group. The corresponding liability is included in trade creditors and is secured directly on these vehicles.

2.8. Financial Instruments

The company and group only have basic financial instruments, which are recognised at amortised cost.

2.9. Taxation

Current tax

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

2.10. Pensions

The group operates a defined pension contribution scheme. Contributions are charged to the Consolidated Statement of Comprehensive Income as they become payable in accordance with the rules of the scheme.

2.11. Borrowing costs

Borrowing costs are charged to the Consolidated Statement of Comprehensive Income on an accruals basis.

2.12. Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders.

Page 22

Page 23

Shelbourne Motors Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

3. Turnover

Analysis of turnover by class of business is as follows:

	2025	2024
	£	£
Commissions	583,003	396,896
Management charge income	55,500	36,000
Rendering of services	4,311,559	3,998,934
Rental income	60,000	36,000
Sale of goods	117,356,194	109,020,704
Vehicle hire	566,775	402,987

	122,933,031	113,891,521

Analysis of turnover by geographical market is as follows:

	2025	2024
	£	£
United Kingdom	122,693,956	113,248,268
Europe	239,075	643,253

	122,933,031	113,891,521

4. Other Operating Income

	2025	2024
	£	£
Commission income	412,525	234,771
Other operating income	740,312	908,997

	1,152,837	1,143,768

5. Operating Profit

The operating profit is stated after charging:

	2025	2024
	£	£
Bad debts	16,442	11,230
Depreciation of tangible fixed assets	1,424,398	1,002,821

6. Auditor's Remuneration

Remuneration received by the group's auditors and their associates during the year was as follows:

	2025	2024
	£	£
Audit Services
Audit of the group and company's financial statements	11,000	9,000


Other Services
Other non-audit services	3,750	1,950

Page 23

Page 24

Shelbourne Motors Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

7. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Wages and salaries	5,786,626	6,100,100	718,904	1,410,000
Social security costs	753,509	674,408	102,784	193,981
Other pension costs	100,455	95,957	-	-

	6,640,590	6,870,465	821,688	1,603,981

8. Average Number of Employees

Average number of employees, including directors, during the year was as follows:

	Group		Company
	2025	2024	2025	2024
Sales	131	128	-	-
Administration	24	27	-	-
Directors	3	3	3	3

	158	158	3	3

9. Directors' remuneration

	2025	2024
	£	£
Emoluments	723,212	1,413,614

The number of directors to whom retirement benefits were accruing was as follows:

	2025		2024
Money purchase pension schemes	3		3

Information regarding the highest paid director was as follows:

	2025	2024
	£	£
Emoluments	241,154	471,350

10. Interest Payable and Similar Charges

	2025	2024
	£	£
Interest payable on other loans	211,609	226,782
Other finance charges	195,036	226,605

	406,645	453,387

Page 24

Page 25

Shelbourne Motors Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

11. Tax on Profit

The tax charge on the profit for the year was as follows:

	Tax Rate		2025	2024
	2025	2024	£	£
Current tax
UK Corporation Tax	25.0%	25.0%	395,547	97,446
Prior period adjustment			67	241

			395,614	97,687
Deferred Tax
Deferred tax credit			119,259	(1,027 )


Total tax charge for the period			514,873	96,660

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

	2025	2024
	£	£
Profit before tax	1,905,496	379,841

Tax on profit at 25% (UK standard rate)	476,374	94,960
Expenses not deductible for tax purposes	437	2,270
Capital allowances	37,543	(6,024 )
Short term timing differences	452	6,240
Prior period adjustment	67	241
Deferred tax from unrecognised tax loss or credit	-	(1,027 )

Total tax charge for the period	514,873	96,660

12. Tangible Assets

Group

	Land & Property
	Freehold	Plant & Machinery	Motor Vehicles	Fixtures & Fittings
	£	£	£	£
Cost
As at 1 January 2025	12,242,624	1,055,219	4,408,595	1,112,412
Additions	523,439	217,096	5,891,828	112,466
Disposals	-	(21,931 )	(3,706,346 )	(31,464 )

As at 31 December 2025	12,766,063	1,250,384	6,594,077	1,193,414

Depreciation
As at 1 January 2025	1,562,652	744,757	1,054,608	770,504
Provided during the period	116,306	79,360	1,155,860	71,068
Disposals	-	(21,928 )	(1,017,989 )	(31,461 )

As at 31 December 2025	1,678,958	802,189	1,192,479	810,111

...CONTINUED

Page 25

Page 26

Shelbourne Motors Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

Net Book Value
As at 31 December 2025	11,087,105	448,195	5,401,598	383,303

As at 1 January 2025	10,679,972	310,462	3,353,987	341,908


	Computer Equipment	Total
	£	£
Cost
As at 1 January 2025	189,848	19,008,698
Additions	42,980	6,787,809
Disposals	-	(3,759,741 )

As at 31 December 2025	232,828	22,036,766

Depreciation
As at 1 January 2025	183,948	4,316,469
Provided during the period	1,804	1,424,398
Disposals	-	(1,071,378 )

As at 31 December 2025	185,752	4,669,489

Net Book Value
As at 31 December 2025	47,076	17,367,277

As at 1 January 2025	5,900	14,692,229

Included in cost of land and buildings is freehold land of £821,833 (2024: £821,833) which is not depreciated.

Company

	Land & Property
	Freehold	Motor Vehicles	Fixtures & Fittings	Computer Equipment	Total
	£	£	£	£	£
Cost
As at 1 January 2025	12,243,149	242,059	410,789	-	12,895,997
Additions	523,439	21,000	58,817	9,298	612,554
Disposals	-	-	(31,464 )	-	(31,464 )

As at 31 December 2025	12,766,588	263,059	438,142	9,298	13,477,087

Depreciation
As at 1 January 2025	1,562,654	105,539	227,785	-	1,895,978
Provided during the period	116,306	29,356	38,856	775	185,293
Disposals	-	-	(31,461 )	-	(31,461 )

As at 31 December 2025	1,678,960	134,895	235,180	775	2,049,810

Net Book Value
As at 31 December 2025	11,087,628	128,164	202,962	8,523	11,427,277

As at 1 January 2025	10,680,495	136,520	183,004	-	11,000,019

Included in cost of land and buildings is freehold land of £821,833 (2024: £821,833) which is not depreciated.

Page 26

Page 27

Shelbourne Motors Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

13. Investments

Company

	Subsidiaries
	£
Cost or Valuation
As at 1 January 2025	20,000

As at 31 December 2025	20,000

Provision
As at 1 January 2025	-

As at 31 December 2025	-

Net Book Value
As at 31 December 2025	20,000

As at 1 January 2025	20,000

Subsidiaries

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

Name of undertaking	Registered Office	Class of shares held	Direct holding	Indirect holding
Shelbourne Motors Limited	334 Tandragee Road, Portadown, County Armagh, BT62 3RB	Ordinary A & B	100.00%	-
Shelbourne Motors (Nissan) Limited	334 Tandragee Road, Portadown, County Armagh, BT62 3RB	Ordinary	-	100.00%
Shelbourne Motors (Portadown) Limited	334 Tandragee Road, Portadown, County Armagh, BT62 3RB	Ordinary	-	100.00%
Orchard Cars Limited	334 Tandragee Road, Portadown, County Armagh, BT62 3RB	Ordinary	-	100.00%
Shelbourne Motors (Newry) Limited	334 Tandragee Road, Portadown, County Armagh, BT62 3RB	Ordinary	-	100.00%
Fleet4You Limited	334 Tandragee Road, Portadown, County Armagh, BT62 3RB	Ordinary	-	100.00%

The only trading subsidiary is Shelbourne Motors Limited. All the other indirect subsidiaries are dormant and have balance sheet totals of £nil.

14. Stocks

	2025	2024
	£	£
Vehicle stock	20,886,320	16,298,286
Parts and accessories	430,349	418,088

	21,316,669	16,716,374

Page 27

Page 28

Shelbourne Motors Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

The movement on the group stock provision during the year was as follows:-

	2025	2024
	£	£
Balance at 1 January	778,847	969,496
Released in the year	(58,590)	(228,843)
Provided in the year	150,979	38,194
Balance at 31 December	871,236	778,847

15. Debtors

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Due within one year
Trade debtors	1,116,556	1,814,768	-	-
Amounts owed by group undertakings	-	-	781,480	872,687
Other debtors	486,512	1,866,545	83,532	145,371

	1,603,068	3,681,313	865,012	1,018,058

There were no bad debt provisions at either 31 December 2024 or 31 December 2023 for either the group or the company.

16. Creditors: Amounts Falling Due Within One Year

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Trade creditors	6,032,494	5,332,085	41,290	49,153
Bank loans and overdrafts	456,495	498,728	6,174,914	6,046,148
Other loans	547,316	607,316	227,316	227,316
Other creditors	14,926,493	8,603,573	1,342,863	1,392,100
Corporation tax	388,985	97,380	129,076	18,858
Taxation and social security	224,974	190,891	162,263	139,988
Accruals and deferred income	1,912,899	1,538,584	626,453	288,217

	24,489,656	16,868,557	8,704,175	8,161,780

17. Creditors: Amounts Falling Due After More Than One Year

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Other loans	5,894,319	9,021,637	1,894,319	2,121,637

Page 28

Page 29

Shelbourne Motors Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

Of the creditors the following amounts are secured.

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Bank overdrafts	456,495	498,728	6,174,914	6,046,148
Other loan	2,121,635	2,348,953	2,121,635	2,348,953
Stock funding	18,238,935	18,252,830	-	-
	20,817,065	21,100,511	8,296,549	8,395,101

The bank overdrafts are secured by way of a fixed charge over the book debts of the group and by a floating charge over the assets of the group.

The stock funding is secured over the vehicles financed and over the freehold propert at Portadown.

The other loan is secured over the freehold property at Newry.

18. Loans

An analysis of the maturity of loans is given below:

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Amounts falling due within one year or on demand:
Other loans	547,316	607,316	227,316	227,316

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Amounts falling due between one and five years:
Other loans	5,894,319	9,021,637	1,894,319	2,121,637

(1) £2,121,635 (2024: £2,348,953) which is repayable over 15 years, ending in December 2034, with equal monthly instalments of £18,943 at an interest rate of 2.1% above Bank of England base rate;

(2) £800,000 (2024: £1,000,000) which is repayable over 5 years with an equal instalment of £267,175 including a fixed interest charge of £67,175 per annum;

(3) £3,400,000 (2024: £6,100,000) which is on a rolling basis at an interest rate of 2.15% above Bank of England base rate;

(4) £120,000 (2024: £180,000) which is on a rolling basis at an interest rate of nil.

19. Deferred Taxation

The provision for deferred tax is made up as follows:

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Other timing differences	234,928	115,670	163,043	73,387

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Shelbourne Motors Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

20. Provisions for Liabilities

Group
	Deferred Tax	Total
	£	£
As at 1 January 2025	115,670	115,670
Additions	119,258	119,258

Balance at 31 December 2025	234,928	234,928

Company
	Deferred Tax	Total
	£	£
As at 1 January 2025	73,387	73,387
Additions	89,656	89,656

Balance at 31 December 2025	163,043	163,043

21. Share Capital

	2025	2024
Allotted, called up and fully paid	£	£
18,000 Ordinary A shares of £ 1.00 each	18,000	18,000
2,000 Ordinary B Shares of £ 1.00 each	2,000	2,000

	20,000	20,000

The ordinary A shares and ordinary B shares have full rights in respect to voting, dividends and distributions.

22. Contingent Liabilities

Group

The group had no contingent liabilities at either 31 December 2025 or 31 December 2024.

Company

The company is subject to a cross guarantee over a manufacturer loan held by its subsidiary undertaking, Shelbourne Motors Limited. At the year end this loan amounted to £3,520,000 (2024: £6,280,000).

24. Pension Commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund.

During the year the charge to the income statement in respect of defined contribution schemes was £100,455 (2024: £95,957).

At the statement of financial position date contributions of £26,272 (2024: £24,961) were due to the fund and are included in creditors.

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Shelbourne Motors Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

25. Dividends

	2025	2024
	£	£
On equity shares:
Interim dividend paid	806,400	-

26. Reserves

Capital redemption reserve

This reserve comprises the nominal value of shares repurchased by the company in 2017.

Retained earnings

This reserve comprises all current and prior period retained profits and losses less dividends and other distributions.

Revaluation reserve

This reserve comprised prior year fixed asset revaluation gains. These gains were realised as part of the group restructure in 2023 and have been transferred to retained earnings.

27. Related Party Disclosures

The company has taken advantage of exemption, under 33.1A of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

At the year end the company was owed £781,480 (2024: £872,687) by these companies.

Shelbourne Motors Limited Pension Scheme

The directors of the group have an interest in Shelbourne Motors Limited Pension Scheme.

During the year the group had a loan with the pension scheme. The group owed the scheme £800,000 (2024: £1,000,000) and interest charged on this loan during the year amounted to £67,176 (2024: £44,784).

Ricapa Holdings Ltd

The group is also related to Ricapa Holdings Ltd through common directors/owners.

During the year Ricapa Holdings Ltd charged the group £18,000 (2024: £nil) in respect of car park rent.

At the year end the group was owed £nil (2024: £28,708) by, and owed £443,949 (2024: £474,619) to, Ricapa Holdings Ltd. The latter balance is interest free, repayable on demand and the group holds no security in its respect.

SVR Go Holdings Ltd

The company is also related to SVR Go Holdings Ltd through common directors/owners.

During the year management charges of £51,000 (2024: £36,000) and rent recharges of £60,000 (2024: £36,000) were raised to SVR Go Holdings Ltd.

The group also made purchases of £1,019,695 (2024: £1,630,969) from, and sales of £1,198,763 (2024: £2,046,361) to, SVR Go Holdings Ltd.

The group also recharged motor vehicle depreciation of £412,525 (2024: £234,771) to SVR Go Holdings Ltd.

At the year end the group was owed £141,749 (2024: £1,352,276) by, and owed £20,337 (2024: £1,218,607) to, SVR Go Holdings Ltd.

At the year end the group owed £500,000 (2024: £500,000) to SVR Go Holdings Ltd in respect of a capital contribution due. This loan is interest free, repayable on demand and the group holds no security in its respect.

Directors

...CONTINUED

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Shelbourne Motors Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

27. Related Party Disclosures - continued

At the year end the company and group owed its directors £415,648 (2024: £411,483). These loans are interest free, repayable on demand and are secured by a charge dated 27 March 2024 over part of the land at 334 Tandragee Road.

During the year, the group sold vehicles for a total of £nil (2024: £69,636) to its directors on an arm's length basis.

28. Controlling Parties

There is no single ultimate controlling party.

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