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Registration number: 02877066 (England and Wales)

Baylis (Gloucester) Limited
Annual Report and Financial Statements
for the Year Ended 31 December 2025

Baylis (Gloucester) Limited

Contents

Company Information | 1
Strategic Report | 2 to 3
Directors' Report | 4 to 6
Statement of Directors' Responsibilities | 7
Independent Auditor's Report | 8 to 10
Profit and Loss Account | 11
Balance Sheet | 12
Statement of Changes in Equity | 13
Notes to the Financial Statements | 14 to 26

Baylis (Gloucester) Limited

Company Information

Directors | J Bowman D J Jones F D Lord A Robbins

Registered office | Staverton Court Staverton Cheltenham Gloucestershire GL51 0UX

Auditors | Hazlewoods LLP Staverton Court Staverton Cheltenham GL51 0UX

Baylis (Gloucester) Limited

Strategic Report for the Year Ended 31 December 2025

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

Principal activity

The principal activity of the company is that of a motor vehicle distributor and garage proprietors.

Fair review of the business

The results for the year which are set out in the profit and loss account show turnover of £130,933,838 (2024 - £122,283,618) and an operating profit of £1,639,609 (2024 - £2,000,786). The increase in turnover reflects the opening of the company's new site in Staverton towards the beginning of the year. At 31 December 2025 the company had net assets of £6,358,917 (2024 - £5,812,484). The directors consider the performance for the year and the financial position at the year end to be satisfactory.

The company's key financial and other performance indicators during the year were as follows:

Financial KPIs | Unit | 2025 | 2024
Gross profit margin | % | 17 | 17
Operating profit | £ | 1,639,609 | 2,000,786

Non-financial key performance indicators are new and used vehicle units, and retail service hours sold, which were:

| Unit | 2025 | 2024
New units | Units | 2,009 | 1,859
Used units | Units | 4,336 | 4,357
Retail service hours | Hours | 65,570 | 65,770

Future developments

The directors continue to actively seek new opportunities to secure the longevity of the business. Sister brands in the Stellantis group continue to be explored, and towards the end of the year, Leapmotor was added in the Worcester site. Following the year end, the company successfully secured the Mitsubishi distributor franchise which began to operate in early 2026.

Section 172(1) Statement
In 2018 the Companies (Miscellaneous Reporting) Regulations introduced a requirement for companies to publish a statement describing how the directors have had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006.
Section 172(1)(a) to (f) requires each director to act in the way he or she considered would be most likely to promote the success of the company for the benefit of its members as a whole, with regard to the following matters:
a) The likely consequences of any decision in the long term.
The company's Board of Directors bring a wide range of experience which is collectively responsible for promoting the long term success of the company. The directors actively promote the company purpose, “aiming to be the retailer of choice for customers and employees” along with the group values of Honesty, Excellence, Commitment, Positive Attitude and Resilience.

b) The interest of the company’s employees.
The directors host a “Welcome to Baylis” session with all of the new employees and make great efforts to be visible and approachable at all times. Our employees actively pursue opportunities for personal development and career progression with the support from management; a culture of inclusion and diversity; compensation and benefits; and the ability to make a difference. Regular newsletters and monthly Team Briefs are used to ensure that everyone has an understanding of what is happening in the business at all times including financial and economic factors impacting the company. We undertake various activities and operate many forums to foster participation in company events, invite opinions, questions, and ideas.
c) The need to foster the company’s business relationships with suppliers, customers and others.
The directors ensure that all business relationships are based on trust and conducted in a professional manner. The twice-yearly “Payment Practices” submissions show that suppliers are paid regularly and in accordance with terms. The directors have published all statutory documents on the website, including details of policies regarding Data and Modern Slavery. “Aiming to be the retailer of choice for customers and employees” is actively promoted throughout the business. Our customers are surveyed throughout all areas of the business, with the reports being emailed to every director 24/7, so that issues can be identified and rectified immediately when they arise. Employees throughout the business are rewarded for providing great customer service, and results continually show an overall customer satisfaction rate of around 95%.

Baylis (Gloucester) Limited

Strategic Report for the Year Ended 31 December 2025

d) The impact of the company’s operations on the community and the environment.
The company actively seeks to support the communities that are local to the trading locations. During the year examples would be purchase of kit and sponsorship for local sporting teams, donations to local charitable events, and allowing employees to spend time working with local good causes.
e) The desirability of the company maintaining a reputation for high standards of business conduct.
Whilst "aiming to be the retailer of choice for customers and employees”, the company actively seeks to engage in an honest and transparent manner at all times. Every new employee attends a Welcome to Baylis session where the company values, including “honesty” are explained and discussed with the directors. Reputation is everything and Baylis is proud of the continuing outstanding results in the numerous customer surveys that are monitored 24/7.
f) The need to act fairly as between members of the company.
As a board of directors, our intention is to behave responsibly towards all our stakeholders and treat them fairly and equally, so they too may benefit from the success of our business. All directors meet on a regular basis to ensure all shareholders and their views are fairly represented in key decisions.

Principal risks and uncertainties

The management of the business and the nature of the company's strategy are subject to a number of risks. The directors have set out below the principal risks facing the business.
Manufacturers supply of new and improved vehicles
The company is reliant on new vehicle products from Stellantis, MG, Suzuki and Mitsubishi. This exposes the company to risk areas as the company is dependent on its manufacturer/supplier in respect of: the availability of new vehicle products, quality of new vehicle products and pricing of new vehicle products. This is particularly prevalent given the growth in electric vehicle (EV) sales and the UK Government's ban on the sale of new petrol and diesel vehicles from 2030.
The directors are confident that future new products from its manufacturer/supplier will continue to be competitively priced and high quality and therefore consider that this "manufacturer risk" is minimal.
Economic downturn
The success of the business is reliant on consumer spending. An economic downturn, resulting in a reduction in consumer spending power, will have a direct impact on the income achieved by the company.
In response to this risk, senior management aim to keep abreast of economic conditions. In cases of severe economic downturn, marketing and pricing strategies are modified to reflect the new market conditions.

Approved by the Board on 23 June 2026 and signed on its behalf by:

D J Jones
Director

Baylis (Gloucester) Limited

Directors' Report for the Year Ended 31 December 2025

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

Directors of the company

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

J Bowman

D J Jones

F D Lord

A Robbins

Matters covered in the Strategic Report
Information on the engagement with suppliers, customers, employees and others is included in the Strategic Report in the S172(1) statement. The company’s business environment and risks, together with details of monitoring undertaken by the directors and future developments are dealt with elsewhere in the Strategic Report.

Dividends

Dividends totalling £562,315 (2024 - £794,441) were paid during the year.

Financial instruments

Objectives and policies

The company’s financial instruments, other than derivatives, comprise cash and liquid resources, and various other items such as trade debtors, trade creditors, etc that arise directly from its operations. The main purpose of these financial instruments is to finance the operations of the company. The company is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this through credit control procedures and staged payments.

Price risk, credit risk, liquidity risk and interest rate risk

Liquidity risk
Liquidity risk arises from the company's management of working capital and the finance charges on its borrowings. It is the risk that the company will encounter difficulty in meeting financial obligations as they fall due. The company's principal liquidity risk is to ensure that it has sufficient liquid resources to meet its operational requirements. Liquidity is closely monitored and additional discretionary funding is drawn down if required. The company's primary sources of liquid resources are its bankers and providers of vehicle funding agreements.
Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss to the other party by failing to discharge an obligation. The company offers credit to certain of its customers. Before credit terms are agreed, an assessment of the customer's credit rating is undertaken to ensure that the customer does not represent a major credit risk to the company. Credit limits are set accordingly. The company is also exposed to credit risk on bank balances although this risk is limited because the counter-parties are banks with high credit-ratings assigned by international credit rating agencies.
Price risk
Price risk is the risk that price changes will cause financial losses for the company. Through careful monitoring of the company's market place and competitors the company's exposure to price risk is kept to a minimum.
Interest rate risk
Interest rate risk is the risk that changes in underlying interest rates will cause financial losses for the company through their debt servicing obligations. The increase in interest rates in the last few years were expected and budgeted for accordingly, and the company has absorbed the impact of the increased cost of borrowings as planned.

Employment of disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Baylis (Gloucester) Limited

Directors' Report for the Year Ended 31 December 2025

Energy and emissions report
Under the Streamlined Energy and Carbon Reporting regulations the company must report annually on greenhouse gas emissions from scope 1 and scope 2 electricity, gas and transport.

|  | 2025 |  | 2024
Energy consumption used to calculate emissions | kWh | 5,201,338 |  | 5,325,496
Scope 1 emissions | tonnes CO2e | 794 |  | 841
Scope 2 emissions | tonnes CO2e | 257 |  | 277
Total greenhouse gas emissions | tonnes CO2e | 1,051 |  | 1,118
Greenhouse gas emissions per £million of turnover | tonnes CO2e | 3.0 |  | 3.4

The reporting period is the most recent financial year 1 January 2025 to 31 December 2025. This report has been compiled in line with the March 2019 BEIS 'Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance', and the EMA methodology for SECR Reporting. All measured emissions from activities which the organisation has financial control over are included as required under The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.
The carbon figures have been calculated using the DESNZ 2025 carbon conversion factors for all fuels, other than the market based electricity which has been taken from Total Energies as the UK supplier.
The company's chosen intensity ratio is emissions per £million of turnover.
The company considers the environmental impact of its operations and has continued to implement reduction practices that were recommended during a site audit several years ago, including:
- daily monitoring of electricity consumption usage by site.
- ongoing programme of replacing fluorescent lighting with LED lighting.
- considering the viability of installing solar panels to the roof at the Cheltenham site.
- ongoing employee awareness messaging regarding energy usage, waste and savings.

Going concern

The directors have prepared forecast information that takes into account estimates of future performance based on changes in the economic environment. The company meets its day to day working capital requirements through stocking loans which continue at current levels until amended or withdrawn. Based on discussions with lenders, no matters have been brought to management's attention to suggest facilities will not be continued. The forecasts prepared indicate that the company will continue to operate within its existing facilities. At 31 December 2025, the company had net assets of £6,358,917 (2024 - £5,812,484) and cash reserves of £1,596,183 (2024 - £2,048,492). Based on the forecasts prepared and the funds available, the directors believe that the company is well placed to manage its financing and other business risks satisfactorily, and have reasonable expectation that the company will have adequate resources to continue in operation for at least 12 months from the signing date of these financial statements. They therefore consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

Directors' liabilities

The company has indemnified, by means of directors' and officers' liability insurance, the directors of the company against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 234 of the Companies Act. Such qualifying third party indemnity provision was in force during the year and is in force at the date of approving the Directors' Report.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

The auditors Hazlewoods LLP are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Baylis (Gloucester) Limited

Directors' Report for the Year Ended 31 December 2025

Approved by the Board on 23 June 2026 and signed on its behalf by:

D J Jones
Director

Baylis (Gloucester) Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 apply them consistently;

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

• | state whether applicable United Kingdom 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.

Baylis (Gloucester) Limited

Independent Auditor's Report to the Members of Baylis (Gloucester) Limited

Opinion

We have audited the financial statements of Baylis (Gloucester) Limited (the 'company') for the year ended 31 December 2025, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• | give a true and fair view of the state of the company's affairs as at 31 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 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 original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinion on other matter 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.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

Baylis (Gloucester) Limited

Independent Auditor's Report to the Members of Baylis (Gloucester) Limited

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
• | the financial statements are not in agreement with the accounting records and returns; or
• | certain disclosures of directors' remuneration specified by law are not made; or
• | we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 7, 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.

Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, 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 considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits conducted in accordance with ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:

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

• | performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

• | enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

• | reading minutes of meetings of those charged with governance.

Baylis (Gloucester) Limited

Independent Auditor's Report to the Members of Baylis (Gloucester) Limited

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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

Use of this report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Rebecca Copping (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor
Staverton Court
Staverton
Cheltenham
GL51 0UX

26 June 2026

Baylis (Gloucester) Limited

Profit and Loss Account for the Year Ended 31 December 2025

| Note | 2025 £ | 2024 £
Turnover | 3 | 130,933,838 | 122,283,618
Cost of sales |  | (108,331,955) | (101,038,373)
Gross profit |  | 22,601,883 | 21,245,245
Administrative expenses |  | (21,470,844) | (19,489,293)
Other operating income | 4 | 508,570 | 244,834
Operating profit | 5 | 1,639,609 | 2,000,786
Interest payable and similar charges | 6 | (174,797) | (99,012)
Profit before tax |  | 1,464,812 | 1,901,774
Taxation | 10 | (356,064) | (479,668)
Profit for the financial year |  | 1,108,748 | 1,422,106

The above results were derived from continuing operations.

The company has no other comprehensive income for the year.

Baylis (Gloucester) Limited

(Registration number: 02877066)
Balance Sheet as at 31 December 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Tangible assets | 11 | 1,036,902 | 842,968
Investments | 12 | - | -
|  | 1,036,902 | 842,968
Current assets |  |  |
Stocks | 13 | 9,549,396 | 9,412,340
Debtors | 14 | 4,625,686 | 4,355,006
Cash at bank and in hand |  | 1,596,183 | 2,048,492
|  | 15,771,265 | 15,815,838
Creditors: Amounts falling due within one year | 16 | (9,041,055) | (9,612,772)
Net current assets |  | 6,730,210 | 6,203,066
Total assets less current liabilities |  | 7,767,112 | 7,046,034
Provisions for liabilities | 18 | (1,408,195) | (1,233,550)
Net assets |  | 6,358,917 | 5,812,484
Capital and reserves |  |  |
Called up share capital | 20, 21 | 87,264 | 87,264
Capital redemption reserve | 21 | 1,381,654 | 1,381,654
Profit and loss account | 21 | 4,889,999 | 4,343,566
Shareholders' funds |  | 6,358,917 | 5,812,484

Approved and authorised by the Board on 23 June 2026 and signed on its behalf by:

D J Jones
Director

Baylis (Gloucester) Limited

Statement of Changes in Equity for the Year Ended 31 December 2025

| Share capital £ | Capital redemption reserve £ | Profit and loss account £ | Total £
At 1 January 2025 | 87,264 | 1,381,654 | 4,343,566 | 5,812,484
Profit for the year | - | - | 1,108,748 | 1,108,748
Dividends | - | - | (562,315) | (562,315)
At 31 December 2025 | 87,264 | 1,381,654 | 4,889,999 | 6,358,917

| Share capital £ | Capital redemption reserve £ | Profit and loss account £ | Total £
At 1 January 2024 | 87,264 | 1,381,654 | 3,715,901 | 5,184,819
Profit for the year | - | - | 1,422,106 | 1,422,106
Dividends | - | - | (794,441) | (794,441)
At 31 December 2024 | 87,264 | 1,381,654 | 4,343,566 | 5,812,484

Baylis (Gloucester) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 1 | General information

The company is a private company limited by share capital, incorporated in the United Kingdom.

The address of its registered office is:
Staverton Court
Staverton
Cheltenham
Gloucestershire
GL51 0UX

The principal place of business is:
Princess Elizabeth Way
Cheltenham
Gloucestershire
GL51 0AL

| 2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Summary of disclosure exemptions

Baylis (Gloucester) Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its financial statements. Exemptions have been taken in relation to financial instruments and presentation of a cash flow statement.

Name of parent of group

These financial statements are consolidated in the financial statements of Baylis (Gloucester) Holdings Limited.

The financial statements of Baylis (Gloucester) Holdings Limited may be obtained from Companies House.

Going concern

The directors have prepared forecast information that takes into account estimates of future performance based on changes in the economic environment. The company meets its day to day working capital requirements through stocking loans which continue at current levels until amended or withdrawn. Based on discussions with lenders, no matters have been brought to management's attention to suggest facilities will not be continued. The forecasts prepared indicate that the company will continue to operate within its existing facilities. At 31 December 2025, the company had net assets of £6,358,917 (2024 - £5,812,484) and cash reserves of £1,596,183 (2024 - £2,048,492). Based on the forecasts prepared and the funds available, the directors believe that the company is well placed to manage its financing and other business risks satisfactorily, and have reasonable expectation that the company will have adequate resources to continue in operation for at least 12 months from the signing date of these financial statements. They therefore consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

Baylis (Gloucester) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Critical accounting 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 amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Judgements

No significant judgements have been made by management in preparing these financial statements.

Key sources of estimation uncertainty

Warranty provision:
The company offers warranties on vehicles sold, which require repair or replacement of certain components during the warranty period. The cost of these warranties is estimated and charged to profit or loss in the period in which the related vehicle sale occurs. The warranty provision represents management’s best estimate with the support of a third-party administrator of the future costs of claims arising from vehicles sold prior to the reporting date. Estimates are determined by reference to:
- Past warranty claims experience
- Trends in vehicle reliability
- Anticipated labour and parts costs
Due to the inherent uncertainty in estimating future warranty claims, actual costs incurred may vary from the amounts provided. Any differences are recognised in the period in which they arise. The carrying amount is £1,245,272 (2024 - £1,111,438).

Stock provision:
Management have assessed stock lines and have estimated that the value of stock that requires provision in order to reflect the true value of stock within the financial statements. The carrying value of the provision is £292,372 (2024 - £179,501).

Stock valuation:
Used vehicle stock valuations (including demonstration vehicles) are derived from market data and directors' judgement.

Revenue recognition - Sale of goods

Turnover comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.
The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits can be reliably measured, and it is probable that future economic benefits will flow to the entity.
The company deem that the risks and rewards of ownership pass when products are delivered to customers and it is at this point revenue is recognised.

Revenue recognition - Rendering of services
Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. When the outcome of a transaction for the rendering of services can be estimated reliably in terms of revenue, costs and its stage of completion, the company recognises revenue on the sales of services in the reporting period in which the services are rendered by reference to the stage of completion of the specific transaction at the end of the reporting period. The stage of completion is determined on the basis of the actual completion of a proportion of the total services to be rendered. When the outcome of a service contract cannot be estimated reliably the company only recognises revenue to the extent of the recoverable expenses recognised.
Revenue recognition - Commissions
Revenue from commissions receivable is recognised when the amount can be reliably measured and it is probable that the company will receive the consideration.

Baylis (Gloucester) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Freehold buildings | 2% Straight line
Plant and machinery | 10-20% Straight line
Long term leasehold property | Over the life of the lease
Fixtures, fittings and equipment | 10-50% Straight line

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Stocks

Stock and work in progress are valued at the lower of cost and net realisable value, after due regard for obsolete and slow moving stocks. Net realisable value is based on selling price less anticipated costs to completion and selling costs.
Consignment stock held but not owned by the company is recognised as an asset on the balance sheet with a corresponding liability included in creditors due within one year. This treatment has been adopted as this stock is considered to be an asset of the company in substance.
Depreciation is charged on demo vehicles at rates of 3-4% per month.

Baylis (Gloucester) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Provisions

Provisions are recognised when the company has an obligation at the reporting date 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.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments
Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

Baylis (Gloucester) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

| 3 | Turnover

The analysis of the company's turnover for the year from continuing operations is as follows:

| 2025 £ | 2024 £
Sale of goods | 119,883,569 | 111,851,708
Rendering of services | 9,660,867 | 9,046,480
Commissions received | 1,389,402 | 1,385,430
| 130,933,838 | 122,283,618

The analysis of the company's turnover for the year by market is as follows:

| 2025 £ | 2024 £
UK | 130,933,838 | 122,283,618

| 4 | Other operating income

The analysis of the company's other operating income for the year is as follows:

| 2025 £ | 2024 £
Management charge receivable | 190,000 | 170,000
Miscellaneous other operating income | 318,570 | 74,834
| 508,570 | 244,834

Baylis (Gloucester) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 5 | Operating profit

Arrived at after charging

| 2025 £ | 2024 £
Depreciation expense | 201,739 | 222,811
Depreciation of demo stock | 375,318 | 319,289
Operating lease expense | 1,871,493 | 1,643,891

| 6 | Interest payable and similar charges

| 2025 £ | 2024 £
Vehicle funding charges | 174,797 | 99,012

| 7 | Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

| 2025 £ | 2024 £
Wages and salaries | 12,430,888 | 11,619,700
Social security costs | 1,532,460 | 1,165,031
Pension costs, defined contribution scheme | 727,714 | 352,741
| 14,691,062 | 13,137,472

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

| 2025 No. | 2024 No.
Administration and support | 63 | 63
Aftersales | 227 | 223
Sales | 92 | 86
| 382 | 372

| 8 | Directors' remuneration

The directors' remuneration for the year was as follows:

| 2025 £ | 2024 £
Remuneration | 56,585 | 60,582
Contributions paid to money purchase schemes | 436,082 | 80,082
| 492,667 | 140,664

During the year the number of directors who were receiving benefits was as follows:

| 2025 No. | 2024 No.
Accruing benefits under money purchase pension scheme | 4 | 4

Baylis (Gloucester) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 9 | Auditor's remuneration

| 2025 £ | 2024 £
Audit of the financial statements | 34,300 | 32,635
Other fees to auditors |  |
Taxation compliance services | 3,300 | 3,105
All other non-audit services | 4,200 | 4,060
| 7,500 | 7,165

| 10 | Taxation

Tax charged/(credited) in the profit and loss account

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax | 335,006 | 421,823
UK corporation tax adjustment to prior periods | (23,443) | -
| 311,563 | 421,823
Deferred taxation |  |
Arising from origination and reversal of timing differences | 35,446 | 57,845
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods | 9,055 | -
Total deferred taxation | 44,501 | 57,845
Tax expense in the profit and loss account | 356,064 | 479,668

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| 2025 £ | 2024 £
Profit before tax | 1,464,812 | 1,901,774
Corporation tax at standard rate | 366,203 | 475,444
Decrease in UK and foreign current tax from adjustment for prior periods | (23,443) | -
Tax increase from effect of capital allowances and depreciation | - | 665
Effect of expense not deductible in determining taxable profit (tax loss) | 4,249 | 3,559
Increase in UK and foreign current tax from unrecognised temporary difference from a prior period | 9,055 | -
Total tax charge | 356,064 | 479,668

Deferred tax

Baylis (Gloucester) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Deferred tax assets and liabilities

2025 | Liability £
Accelerated capital allowances | (150,658)
Other short term timing difference | 7,735
| (142,923)

2024 | Liability £
Accelerated capital allowances | (112,605)
Other short term timing difference | 10,493
| (102,112)

Baylis (Gloucester) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 11 | Tangible assets

| Freehold land and buildings £ | Plant and machinery £ | Long term leasehold property £ | Fixtures, fittings and equipment £ | Total £
Cost
At 1 January 2025 | 62,120 | 2,485,452 | 135,000 | 2,098,656 | 4,781,228
Additions | 29,967 | 235,381 | - | 130,325 | 395,673
At 31 December 2025 | 92,087 | 2,720,833 | 135,000 | 2,228,981 | 5,176,901
Depreciation
At 1 January 2025 | 5,592 | 2,103,910 | 135,000 | 1,693,758 | 3,938,260
Charge for the year | 3,493 | 132,902 | - | 65,344 | 201,739
At 31 December 2025 | 9,085 | 2,236,812 | 135,000 | 1,759,102 | 4,139,999
Carrying amount
At 31 December 2025 | 83,002 | 484,021 | - | 469,879 | 1,036,902
At 31 December 2024 | 56,528 | 381,542 | - | 404,898 | 842,968

The company’s tangible fixed assets are pledged as security for the bank borrowings of its parent company and for the company’s revolving credit facility.

Baylis (Gloucester) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 12 | Investments

Subsidiaries | £
Cost
At 1 January 2025 and 31 December 2025 | 1
Provision |
At 1 January 2025 and 31 December 2025 | 1
Carrying amount
At 31 December 2025 and 31 December 2024 | -

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024
Subsidiary undertakings
H.S.H. Limited | Staverton Court, Staverton. Cheltenham, Gloucestershire, GL51 0UX | Ordinary | 100% | 100%
Haines & Strange Limited * | Staverton Court, Staverton, Cheltenham, Gloucestershire, GL51 0UX | Ordinary | 100% | 100%

Subsidiary undertakings
H.S.H. Limited The principal activity of H.S.H. Limited is that of a dormant company.
Haines & Strange Limited * The principal activity of Haines & Strange Limited * is that of a dormant company.

* This is an indirect shareholding through ownership of H.S.H Limited.

| 13 | Stocks

| 2025 £ | 2024 £
Vehicle stock | 8,703,221 | 8,550,232
Parts stock | 846,175 | 862,108
| 9,549,396 | 9,412,340

Within vehicle stock is consignment stock of £496,801 (2024 - £708,153).

Baylis (Gloucester) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 14 | Debtors

| 2025 £ | 2024 £
Trade debtors | 2,435,201 | 2,189,812
Amounts owed by parent undertakings | 932,205 | 738,414
Other debtors | 50,409 | 61,439
Prepayments | 1,207,871 | 1,365,341
| 4,625,686 | 4,355,006

Amounts owed by parent undertakings are interest free and receivable on demand.

| 15 | Cash and cash equivalents

| 2025 £ | 2024 £
Cash on hand | 300 | 410
Cash at bank | 1,595,883 | 2,048,082
| 1,596,183 | 2,048,492

| 16 | Creditors

| Note | 2025 £ | 2024 £
Due within one year |  |  |
Loans and borrowings | 17 | 1,000,000 | -
Trade creditors |  | 3,777,670 | 4,160,091
Directors' loan accounts | 25 | 600 | 600
Social security and other taxes |  | 752,441 | 1,138,687
Outstanding defined contribution pension costs |  | 72,336 | 65,883
Other creditors |  | 1,278,164 | 1,530,255
Accrued expenses |  | 1,967,622 | 2,438,207
Corporation tax liability |  | 192,222 | 279,049
|  | 9,041,055 | 9,612,772

Within trade creditors is £578,571 (2024 - £849,784) relating to vehicle consignment stock, these amounts are shown gross of VAT.
Amounts due to directors are interest free and repayable on demand.

| 17 | Loans and borrowings

Current loans and borrowings

| 2025 £ | 2024 £
Other borrowings | 1,000,000 | -

Other borrowings of £1,000,000 (2024 - £nil) relate to a rolling credit facility the company holds. The amount is repayable on demand and so has been disclosed as due in less than one year. Interest is charged on this facility at a rate of 3.5% above the applicable SONIA rate.

Baylis (Gloucester) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 18 | Deferred tax and other provisions

| Warranties £ | Deferred tax £ | Dilapidation provisions £ | Total £
At 1 January 2025 | 1,111,438 | 102,112 | 20,000 | 1,233,550
Additional provisions | 133,834 | - | - | 133,834
Increase in existing provisions | - | 40,811 | - | 40,811
At 31 December 2025 | 1,245,272 | 142,923 | 20,000 | 1,408,195

The warranty provision is based on management's best estimate of the warranty costs to be incurred on vehicles over periods ranging between 3 months and 3 years.
The provision for dilapidations is recognised based on management’s best estimate of the likely committed cash flow.

| 19 | Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £727,714 (2024 - £352,741).
Contributions totalling £72,336 (2024 - £65,883) were payable to the scheme at the end of the year and are included in creditors.

| 20 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £1 each | 31,839 | 31,839 | 31,839 | 31,839

Allotted, called up and not fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £1 each | 55,425 | 55,425 | 55,425 | 55,425

The ordinary shares hold full rights in respect of voting, dividends and a return of capital.

| 21 | Reserves

Reserves of the company represent the following:
Called up share capital
This represents the nominal value of the issued share capital.
Capital redemption reserve
The nominal value of shares repurchased by the company. These are undistributable reserves.
Profit and loss account
Cumulative profit and loss net of distributions to owners.

Baylis (Gloucester) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

| 22 | Obligations under leases

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 1,571,194 | 1,110,268
Later than one year and not later than five years | 2,806,899 | 1,636,721
Later than five years | 3,116,028 | 631,501
| 7,494,121 | 3,378,490

The amount of non-cancellable operating lease payments recognised as an expense during the year was £1,871,493 (2024 - £1,643,891).

| 23 | Dividends

| 2025 £ | 2024 £
Dividends paid | 562,315 | 794,441

| 24 | Financial guarantee

On 19 May 2025, the Company entered into a cross-guarantee and debenture arrangement with Baylis (Gloucester) Holdings Limited, under which each company guarantees the liabilities of the other in respect of amounts owed to Barclays Bank PLC. The amounts owed at the balance sheet date under this cross guarantee totalled £5,004,983 (2024 - £nil).

| 25 | Related party transactions

Transactions with directors
During the year, fees were owed to the directors of £6,786 (2024 - £6,612). At the balance sheet date the amount due to the directors in relation to these fees totalled £600 (2024 - £600).

| 26 | Non adjusting events after the financial period

After the year end the company secured a new franchise with Mitsubishi.

| 27 | Parent and ultimate parent undertaking

The company's immediate and ultimate parent undertaking during the year and at the date of signing the financial statements is Baylis (Gloucester) Holdings Limited.
The parent undertaking of the smallest and largest group for which consolidated financial statements are prepared is Baylis (Gloucester) Holdings Limited. A copy of this company's consolidated financial statements is available from Companies House.