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REGISTERED NUMBER: 13801971 (England and Wales)

| Group Strategic Report, Report of the Directors and |

| Consolidated Financial Statements |

| for the Year Ended 31st December 2025 |

| for |

| THAMES MOTOR GROUP LIMITED |

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Contents of the Consolidated Financial Statements

for the year ended 31st December 2025

Page |

| Company Information | 1 |

| Group Strategic Report | 2 |

| Report of the Directors | 4 |

| Statement of Directors' Responsibilities | 6 |

| Report of the Independent Auditors | 7 |

| Consolidated Statement of Comprehensive Income | 10 |

| Consolidated Statement of Financial Position | 12 |

| Company Statement of Financial Position | 13 |

| Consolidated Statement of Changes in Equity | 14 |

| Company Statement of Changes in Equity | 15 |

| Consolidated Statement of Cash Flows | 16 |

| Notes to the Consolidated Financial Statements | 17 |

| THAMES MOTOR GROUP LIMITED |

Company Information

for the year ended 31st December 2025

| DIRECTORS: | V Khanna

| K Khanna

| N N Khanna

| SECRETARY: | K Jeyavarathan

| REGISTERED OFFICE: | North Farm Industrial Estate

| Longfield Road

| Tunbridge Wells

| Kent

| TN2 3EY

| REGISTERED NUMBER: | 13801971 (England and Wales)

| AUDITORS: | TC Group

| Statutory Auditor

| 3rd Floor, Suffolk House

| George Street

| Croydon

| CR0 0YN

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Group Strategic Report

for the year ended 31st December 2025

The directors present their strategic report of the company and the group for the year ended 31st December 2025.

REVIEW OF BUSINESS

The group report revenues of £69,105,058 (2024 - £72,117,601), and loss before tax of £144,694 (2024 - £519,907 profit).

Included within the loss for the year is a charge relating to the disposal of two subsidiary companies of £244,076. These former subsidiaries, Thames Contemporary Homes (Oval) Ltd and Thames Service Station Limited were transferred out of the group at £Nil consideration on 30 November 2025.

The total group results for the year therefore include the revenue and costs for these companies for the period they were still part of the group.

Vehicle trading and servicing

The group’s revenues in the sale of new and used vehicles decreased in the year by 4.8%, from £71,625,818 in 2024 to £68,197,961. This was due to an decrease in the number of units sold in the year.

Property

In the year the group sold all its property stock in the year, generating revenue of £898,935 (2024 - £491,783).

At the year end date, the group reports a net asset balance of £16,365,462 (2024 - £16,669,746).

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the group include the following:

Product cycle risk

As new vehicles move through their natural life cycle, the group's ability to maintain adequate margins can be impaired. In order to minimise the impact of this the Board has developed broad based income sources with multiple new franchises and the generation of significant contributions from non franchise operations including used vehicle sales, accident repair, service repair and component sales.

Competition risk

The markets in which the group operates are highly competitive and there is a risk that the group's customers will look to alternative sources for products and services offered by the group. The Board has mitigated this risk by building a strong reputation for customer services, expanding its manufacturer representation, constantly monitoring quality of work and value for money. The group continues to monitor competitor activity, customer views and their level of satisfaction and invests significantly in staff training and skills development, from full apprenticeships to continual improvement of all managers.

Stock value risk

The group is exposed, as are all businesses in the motor industry, to the risk of the value of its stock in trade falling, due to general economic or industry specific factors. 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 its income statement.

SECTION 172(1) STATEMENT

The directors are aware of their duties under section 172 of the Companies Act 2006 to run the company and group for the benefit of its shareholders, and in doing so are mindful of the long-term impact of their actions on the group's stakeholders. The interests of these stakeholders have been considered in detail in enacting the decisions highlighted in this report. The group continues to deliver exceptional standards of service that demonstrates its commitment to long term performance, while the proactive measures it takes priorities the evolving needs of its customers, suppliers and employees.

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Group Strategic Report

for the year ended 31st December 2025

KEY PERFORMANCE INDICATORS

The directors constantly monitor a number of key performance indicators to ensure optimal business performance. For example, within the group's motor trade, gross profit margins, like for like sales, and comparisons of the ratio of new and used vehicle sales against industry averages, and the ageing of stock are regularly reviewed, on at least a monthly basis.

ON BEHALF OF THE BOARD:

K Khanna - Director

29th June 2026

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Report of the Directors

for the year ended 31st December 2025

The directors present their report with the financial statements of the company and the group for the year ended 31st December 2025.

PRINCIPAL ACTIVITIES

The principal activity of the company continued to be that of a holding company. The principal activities of the group continued to be that of the trading in new and used motor vehicles. and their related servicing, and of property development.

DIVIDENDS

The total distribution of dividends for the year ended 31st December 2025 will be £120,000.

FUTURE DEVELOPMENTS

The main focus of the group will be to continue to build on business performance. The directors believe that the group is in a good financial position and that the risks that have been identified are being well managed.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st January 2025 to the date of this report.

V Khanna

K Khanna

N N Khanna

A E Khanna

Other changes in directors holding office are as follows:

A E Khanna ceased to be a director after 31st December 2025 but prior to the date of this report.

FINANCIAL INSTRUMENTS

The group's operations also expose it to a variety of financial risks which include credit risk and liquidity risk.

Credit Risk

The group's credit risk relates to any overdraft and vehicle stocking loan facilities held by the holding company and other group companies. These facilities are secured against the assets of all group companies and are reviewed annually.

Liquidity Risk

The group ensures that sufficient liquidity is available to meet forseeable needs. The group of companies is liable to its bankers in respect of overdrafts and loans operated by group companies under the terms of an unlimited multilateral guarantee.

Interest Risk

Bank borrowings are used in peak periods, however due to limited use of this facility and recent stability in low interest rate provision, the Board does not believe it appropriate to hedge against interest rate fluctuations.

STREAMLINED ENERGY AND CARBON REPORTING

The company and group are exempt from reporting on their energy consumption and associated greenhouse gas emissions on the basis of their size.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Report of the Directors

for the year ended 31st December 2025

AUDITORS

The auditors, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

K Khanna - Director

29th June 2026

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Statement of Directors' Responsibilities

for the year ended 31st December 2025

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

- | select suitable accounting policies and then apply them consistently;

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

- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the 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.

Report of the Independent Auditors to the Members of

Thames Motor Group Limited

Opinion

We have audited the financial statements of Thames Motor Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st 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 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 group's and of the parent company affairs as at 31st December 2025 and of the group's loss 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of

Thames Motor Group Limited

Matters on which we are required to report by exception

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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 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's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

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

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

- |  | We obtained an understanding of the legal and regulatory framework applicable to the group and the sector in which it operates, through discussions with management and those charged with governance, and also from our detailed understanding of the sector. We identified the Data Protection Act 2018, The Consumer Rights Act 2015, The Trade Descriptions Act 1968, The Health and Safety at Work Act 1974, Landlord and Tenant Act 1985, Tenant Fees Act 2019 and the Housing Act 2004 as all being of significance in the context of Thames Motor Group Limited and its ongoing activities. |

- |  | We made enquiries with management and those charged with governance to confirm our understanding that the group continued to comply with the applicable legal and regulatory frameworks, and also to confirm our understanding of the specific policies and procedures enlisted by the group to ensure ongoing compliance. |

Report of the Independent Auditors to the Members of

Thames Motor Group Limited

- |  | We assessed the susceptibility of the group's financial statements to material misstatement, including how fraud may occur, and gained an understanding of the group's policies and procedures on fraud risks through discussion with the group's management. |

- |  | We considered the risk of material misstatement due to fraud as a result of possible management override of controls, and improper revenue recognition. To address these risks we tested the appropriateness of journal entries posted, reviewed those judgements made in making accounting estimates, and tested the application of revenue recognition and the cut-off of revenue. |

- |  | We communicated those laws and regulations considered relevant to the group, and potential fraud risks to all engagement team members, and consider that the engagement team had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations, and remained alert to any indications of fraud throughout the audit. |

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.

Alasdair Weaks (Senior Statutory Auditor)

For and on behalf of TC Group

Statutory Auditor

3rd Floor, Suffolk House

George Street

Croydon

CR0 0YN

29th June 2026

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Consolidated

Statement of Comprehensive

Income

for the year ended 31st December 2025

| 31.12.25 |  | 31.12.25 |  | 31.12.25

| Continuing |  | Discontinued |  | Total |

| Notes | £ | £ | £ |

REVENUE | 4 | 68,197,963 |  | 907,095 |  | 69,105,058 |  |

Cost of sales | (65,883,617 | ) | (1,213,810 | ) | (67,097,427 | ) |

GROSS PROFIT/(LOSS) | 2,314,346 |  | (306,715 | ) | 2,007,631 |  |

Administrative expenses | (2,487,588 | ) | (54,107 | ) | (2,541,695 | ) |

(173,242 | ) | (360,822 | ) | (534,064 | ) |

Other operating income | 581,536 |  | 7,104 |  | 588,640 |  |

OPERATING PROFIT/(LOSS) | 6 | 408,294 |  | (353,718 | ) | 54,576 |  |

Profit/loss on sale of operations | 7 | (244,076 | ) | - |  | (244,076 | ) |

164,218 |  | (353,718 | ) | (189,500 | ) |

Interest receivable and similar income | 55,695 |  | 302 |  | 55,997 |  |

Interest payable and similar expenses | 8 | (11,192 | ) | - |  | (11,192 | ) |

PROFIT/(LOSS) BEFORE TAXATION | 208,721 |  | (353,416 | ) | (144,695 | ) |

Tax on profit/(loss) | 9 | (38,007 | ) | (1,582 | ) | (39,589 | ) |

PROFIT/(LOSS) FOR THE FINANCIAL YEAR | 170,714 |  | (354,998 | ) | (184,284 | ) |

OTHER COMPREHENSIVE INCOME | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (184,284 | ) |

Profit/(loss) attributable to:

Owners of the parent | (201,311 | ) |

Non-controlling interests | 17,027 |  |

(184,284 | ) |

Total comprehensive income attributable to:

Owners of the parent | (201,311 | ) |

Non-controlling interests | 17,027 |  |

(184,284 | ) |

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Consolidated

Statement of Comprehensive

Income

for the year ended 31st December 2025

| 31.12.24 |  | 31.12.24 |  | 31.12.24

| Continuing |  | Discontinued |  | Total |

| Notes | £ | £ | £ |

REVENUE | 4 | 71,625,818 |  | 491,783 |  | 72,117,601 |  |

Cost of sales | (68,819,066 | ) | (721,002 | ) | (69,540,068 | ) |

GROSS PROFIT/(LOSS) | 2,806,752 |  | (229,219 | ) | 2,577,533 |  |

Administrative expenses | (2,306,333 | ) | (137,376 | ) | (2,443,709 | ) |

500,419 |  | (366,595 | ) | 133,824 |  |

Other operating income | 356,832 |  | 32,750 |  | 389,582 |  |

OPERATING PROFIT/(LOSS) | 6 | 857,251 |  | (333,845 | ) | 523,406 |  |

Interest receivable and similar income | 23,499 |  | 775 |  | 24,274 |  |

Interest payable and similar expenses | 8 | (27,773 | ) | - |  | (27,773 | ) |

PROFIT/(LOSS) BEFORE TAXATION | 852,977 |  | (333,070 | ) | 519,907 |  |

Tax on profit/(loss) | 9 | (133,980 | ) | (1,188 | ) | (135,168 | ) |

PROFIT/(LOSS) FOR THE FINANCIAL YEAR | 718,997 |  | (334,258 | ) | 384,739 |  |

OTHER COMPREHENSIVE INCOME | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 384,739 |  |

Profit/(loss) attributable to:

Owners of the parent | 351,034 |  |

Non-controlling interests | 33,705 |  |

384,739 |  |

Total comprehensive income attributable to:

Owners of the parent | 351,034 |  |

Non-controlling interests | 33,705 |  |

384,739 |  |

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Consolidated Statement of Financial Position

31st December 2025

| 31.12.25 | 31.12.24 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Property, plant and equipment | 12 | 11,132,630 |  | 10,926,887 |  |

Investments | 13 | - |  | - |  |

11,132,630 |  | 10,926,887 |  |

CURRENT ASSETS

Inventories | 14 | 6,927,630 |  | 7,542,496 |  |

Debtors | 15 | 4,985,505 |  | 4,871,190 |  |

Cash at bank and in hand | 465,487 |  | 840,764 |  |

12,378,622 |  | 13,254,450 |  |

CREDITORS

Amounts falling due within one year | 16 | 6,156,112 |  | 6,523,941 |  |

NET CURRENT ASSETS | 6,222,510 |  | 6,730,509 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 17,355,140 |  | 17,657,396 |  |

PROVISIONS FOR LIABILITIES | 19 | 989,678 |  | 987,650 |  |

NET ASSETS | 16,365,462 |  | 16,669,746 |  |

CAPITAL AND RESERVES

Called up share capital | 20 | 1,000 |  | 1,000 |  |

Other reserve | 21 | - |  | 2,694,831 |  |

Retained earnings | 21 | 15,988,483 |  | 13,614,963 |  |

SHAREHOLDERS' FUNDS | 15,989,483 |  | 16,310,794 |  |

NON-CONTROLLING INTERESTS | 22 | 375,979 |  | 358,952 |  |

TOTAL EQUITY | 16,365,462 |  | 16,669,746 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 29th June 2026 and were signed on its behalf by:

K Khanna - Director

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Company Statement of Financial Position

31st December 2025

| 31.12.25 | 31.12.24 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Property, plant and equipment | 12 | 10,759,320 |  | 10,560,000 |  |

Investments | 13 | 208,000 |  | 208,600 |  |

10,967,320 |  | 10,768,600 |  |

CURRENT ASSETS

Debtors | 15 | 4,387,794 |  | 3,969,951 |  |

Cash at bank | 94,470 |  | 486,085 |  |

4,482,264 |  | 4,456,036 |  |

CREDITORS

Amounts falling due within one year | 16 | 2,909,675 |  | 2,965,417 |  |

NET CURRENT ASSETS | 1,572,589 |  | 1,490,619 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 12,539,909 |  | 12,259,219 |  |

PROVISIONS FOR LIABILITIES | 19 | 898,277 |  | 898,277 |  |

NET ASSETS | 11,641,632 |  | 11,360,942 |  |

CAPITAL AND RESERVES

Called up share capital | 20 | 1,000 |  | 1,000 |  |

Retained earnings | 21 | 11,640,632 |  | 11,359,942 |  |

SHAREHOLDERS' FUNDS | 11,641,632 |  | 11,360,942 |  |

Company's profit for the financial year | 400,690 |  | 573,543 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 29th June 2026 and were signed on its behalf by:

K Khanna - Director

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Consolidated Statement of Changes in Equity

for the year ended 31st December 2025

| Called up |

| share |  | Retained |  | Other

| capital |  | earnings |  | reserve

£ | £ | £ |

Balance at 1st January 2024 | 1,000 |  | 13,275,929 |  | 2,814,831 |  |

Changes in equity

Dividends | - |  | (132,000 | ) | - |  |

Total comprehensive income | - |  | 351,034 |  | - |  |

Other reserve movement | - |  | 120,000 |  | (120,000 | ) |

Balance at 31st December 2024 | 1,000 |  | 13,614,963 |  | 2,694,831 |  |

Changes in equity

Dividends | - |  | (120,000 | ) | - |  |

Total comprehensive income | - |  | (201,311 | ) | - |  |

Other reserve movement | - |  | 2,694,831 |  | (2,694,831 | ) |

Balance at 31st December 2025 | 1,000 |  | 15,988,483 |  | - |  |

| Non-controlling |  | Total

| Total |  | interests |  | equity

£ | £ | £ |

Balance at 1st January 2024 | 16,091,760 |  | 325,247 |  | 16,417,007 |  |

Changes in equity

Dividends | (132,000 | ) | - |  | (132,000 | ) |

Total comprehensive income | 351,034 |  | 33,705 |  | 384,739 |  |

Balance at 31st December 2024 | 16,310,794 |  | 358,952 |  | 16,669,746 |  |

Changes in equity

Dividends | (120,000 | ) | - |  | (120,000 | ) |

Total comprehensive income | (201,311 | ) | 17,027 |  | (184,284 | ) |

Balance at 31st December 2025 | 15,989,483 |  | 375,979 |  | 16,365,462 |  |

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Company Statement of Changes in Equity

for the year ended 31st December 2025

| Called up |

| share |  | Retained |  | Total

| capital |  | earnings |  | equity

£ | £ | £ |

Balance at 1st January 2024 | 1,000 |  | 10,918,399 |  | 10,919,399 |  |

Changes in equity

Dividends | - |  | (132,000 | ) | (132,000 | ) |

Total comprehensive income | - |  | 573,543 |  | 573,543 |  |

Balance at 31st December 2024 | 1,000 |  | 11,359,942 |  | 11,360,942 |  |

Changes in equity

Dividends | - |  | (120,000 | ) | (120,000 | ) |

Total comprehensive income | - |  | 400,690 |  | 400,690 |  |

Balance at 31st December 2025 | 1,000 |  | 11,640,632 |  | 11,641,632 |  |

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Consolidated Statement of Cash Flows

for the year ended 31st December 2025

| 31.12.25 |  | 31.12.24

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 25 | (1,218,021 | ) | 1,263,633 |  |

Interest paid | (11,192 | ) | (27,773 | ) |

Tax paid | (141,995 | ) | (34,395 | ) |

Net cash from operating activities | (1,371,208 | ) | 1,201,465 |  |

Cash flows from investing activities

Purchase of tangible fixed assets | (357,568 | ) | (69,497 | ) |

Interest received | 55,997 |  | 24,274 |  |

Net cash from investing activities | (301,571 | ) | (45,223 | ) |

Cash flows from financing activities

Amount introduced by directors | 1,842,970 |  | 1,007,534 |  |

Equity dividends paid | (120,000 | ) | (132,000 | ) |

Net cash from financing activities | 1,722,970 |  | 875,534 |  |

Increase in cash and cash equivalents | 50,191 |  | 2,031,776 |  |

Cash and cash equivalents at beginning of year | 26 | 415,296 |  | (1,616,480 | ) |

Cash and cash equivalents at end of year | 26 | 465,487 |  | 415,296 |  |

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Notes to the Consolidated Financial Statements

for the year ended 31st December 2025

1. | STATUTORY INFORMATION

| Thames Motor Group Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

| The principal activity of the company continued to be that of a holding company. The principal activities of the group continued to be that of the trading in new and used motor vehicles, their related servicing, and of property development.

| The financial statements have been prepared in pounds sterling, the functional currency of the company, and monetary amounts in these financial statements have been rounded to the nearest £.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

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

| Basis of consolidation

| The consolidated financial statements present the results of Thames Motor Group Limited and all of its subsidiary undertakings up to 31 December each year. Intercompany transactions and balances between group companies are therefore eliminated in full.

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

| The consolidated financial statements incorporate the results of business combinations using the purchase method.

| These financial statements have applied merger accounting.

| Other reserve

| The other reserve on consolidation arose from the acquisition of the shares in Thames Service Station Limited on 26 July 2022 as part of the group restructure.

| Turnover

| Turnover is recognised to the extent that it is probable the economic benefits will flow to the group and the turnover can be reliably measured. Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of vehicles and from the rendering of services.

| Sale of vehicles

| Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

| - |  | the group has transferred the significant risks and rewards of ownership to the buyer; |  |

| - |  | the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; |  |

| - |  | the amount of revenue can be measured reliably; |  |

| - |  | it is probable that the group will receive the consideration due under the transaction; |  |

| - |  | the costs incurred or to be incurred in respect of the transaction can be measured reliably. |  |

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Notes to the Consolidated Financial Statements - continued

for the year ended 31st December 2025

2. | ACCOUNTING POLICIES - continued

| Turnover - continued

| Rendering of services

| Revenue from a contract to provide services is recognised in the period in which the services are provided, when all of the following conditions are satisfied:

| - |  | the amount of revenue can be measured reliably; |  |

| - |  | it is probable that the group will receive the consideration due under the contract; |  |

| - |  | the stage of completion of the contract at the end of the reporting period can be measured reliably, and; |  |

| - |  | the costs incurred and the costs to complete the contract can be measured reliably. |  |

| Manufacturer bonuses and commission income

| Manufacturer bonuses are considered to be a reduction in the cost of the vehicles sold and are credited against cost of sales in the Statement of Comprehensive Income. Commissions receivable for arranging vehicle financing are included in turnover.

| Property income

| Turnover comprises:

| - |  | Gross rental income receivable; and |  |

| - |  | The value of stock sold during the year. |  |

| Revenue from sales of development properties is recognised on completion of contracts. Rental income is recognised when due. Any amounts received in advance or arrears are included in debtors or creditors as applicable.

| Tangible fixed assets

| Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost included expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

| At each reporting date the group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

| Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the following basis:

| Freehold property improvements |  | - 5 years straight line |  |

| Plant and machinery |  | - 5 - 10 years straight line |  |

| Fixtures and fittings |  | - 5 - 10 years straight line |  |

| Motor vehicles |  | - 4 years straight line |  |

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

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Notes to the Consolidated Financial Statements - continued

for the year ended 31st December 2025

2. | ACCOUNTING POLICIES - continued

| Stocks

| Vehicle stock

| Stocks are stated at the lower of cost and the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

| Property stock

| Stocks are stated at the lower of cost and net relisable value, being the estimated selling price less costs to complete and sell. Cost is based on the costs of developing a site, these costs are then allocated to individual plots to achieve a consistent margin for the site. Work in progress and development property include labour and attributable overheads.

| At each balance sheet 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 Statement of Comprehensive Income.

| Financial instruments

| The group enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities such as trade and other debtors and creditors, loans from financial institutions and loans to and from related parties.

| Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market value, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

| Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

| For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the group would receive for the asset if it were to be sold at the balance sheet date.

| Taxation

| 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 or deferred taxation assets and liabilities are not discounted.

| 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.

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Notes to the Consolidated Financial Statements - continued

for the year ended 31st December 2025

2. | ACCOUNTING POLICIES - continued

| 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.

| Foreign currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

| Hire purchase and leasing commitments

| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

| Pension costs and other post-retirement benefits

| The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.

| The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in other creditors as a liability in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.

| 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.

| Debtors

| Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

| Creditors

| Short term trade creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

| Cash and cash equivalents

| Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Notes to the Consolidated Financial Statements - continued

for the year ended 31st December 2025

2. | ACCOUNTING POLICIES - continued

| Provisions for liabilities

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

| The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

| In applying the group's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying value of assets and liabilities. The directors' judgement, estimates and assumptions are based on the best and most reliable evidence at the time when the decisions are made and are based on historical experience and other factors that are considered to be applicable. Due to the inherent sensitivity involved in making judgements, estimates and assumptions, the actual results and outcomes may differ.

| The estimates and underlying assumptions are reviewed on an ongoing basis. Any revisions to accounting estimates are recognised prospectively.

| In assessing whether there have been any indicators of impairment to assets, the directors consider both external and internal sources of information such as market conditions and experience of recoverability and establish a provision for receivables that are estimated not to be recoverable.

| Incentives and other rebates from brand partners

| The group receives income in the form of various incentives which are determined by the brand partners. The amount received is generally based on achieving specific sales volume, as well as other objectives including maintaining brand partner standards which may include retail centre image and design requirements, customer satisfaction survey results and trading standards. Objectives are generally set and measured on either a quarterly or annual basis.

| Where incentives are based on specific sales volume or number of registrations, the related income is recognised as a reduction in cost of sales when it is reasonably certain that the income has been earned. This is generally the later of the date the vehicles are sold or registered or when it is reasonably certain that the related target will be met. Where incentives are linked to retail centre image and design requirements, customer satisfaction survey results or trading standards, they are recognised as a reduction in cost of sales when it is reasonably certain that the incentive will be received for the relevant period.

| The group may also receive contributions towards advertising and promotional expenditure. Where such contributions are received they are recognised as a reduction to the related expenditure in the period to which they relate.

| Product warranty provision

| The product warranty provision requires an estimation of the number of expected warranty claims and the expected cost of labour and parts necessary to satisfy them.

| Provisions against slow moving inventory

| The group establishes a provision for slow moving inventory. When determining the provision, the directors consider factors such as the amount of the inventory holding and subsequent sales.

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Notes to the Consolidated Financial Statements - continued

for the year ended 31st December 2025

| Determining residual values and useful economic lives of property, plant and equipment

| The group depreciates tangible assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technical innovation, product life cycles and maintenance programmes.

| Determining the cost price of developed properties

| The company recognises the cost of a property to be the cost of developing a site. This cost is allocated to individual plots to achieve a consistent margin for the site. The consistent margin is based on expectations about future sales and therefore requires estimates and assumptions to be applied by management. The actual margins of these properties can vary depending on the property market.

4. | REVENUE

| The revenue and loss (2024 - profit) before taxation are attributable to the principal activities of the group.

| An analysis of revenue by class of business is given below:

| 31.12.25 |  | 31.12.24

£ | £ |

| Motor trading | 68,197,963 |  | 71,625,818 |  |

| Property development | 907,095 |  | 491,783 |  |

69,105,058 |  | 72,117,601 |  |

| All revenue in the year and the prior year arose in the United Kingdom.

5. | EMPLOYEES AND DIRECTORS

| 31.12.25 |  | 31.12.24

£ | £ |

| Wages and salaries | 2,574,782 |  | 2,513,140 |  |

| Social security costs | 396,482 |  | 315,841 |  |

| Other pension costs | 63,168 |  | 59,370 |  |

3,034,432 |  | 2,888,351 |  |

| The average number of employees during the year was as follows:

| 31.12.25 |  | 31.12.24

| Directors | 5 |  | 5 |  |

| Workshop | 43 |  | 37 |  |

| Office and management | 29 |  | 29 |  |

| Sales | 23 |  | 25 |  |

100 |  | 96 |  |

| Key management personnel are considered to be the directors of the company. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly.

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Notes to the Consolidated Financial Statements - continued

for the year ended 31st December 2025

5. | EMPLOYEES AND DIRECTORS - continued

| 31.12.25 |  | 31.12.24

£ | £ |

| Directors' remuneration | 110,720 |  | 157,476 |  |

6. | OPERATING PROFIT

| The operating profit is stated after charging:

| 31.12.25 |  | 31.12.24

£ | £ |

| Other operating leases | 47,667 |  | 93,045 |  |

| Depreciation - owned assets | 151,825 |  | 93,053 |  |

| Auditor remuneration | 38,575 |  | 40,290 |  |

| Auditor remuneration for non audit work | 5,450 |  | 6,000 |  |

| Defined contribution pension cost | 63,168 |  | 59,370 |  |

7. | EXCEPTIONAL ITEMS

| 31.12.25 |  | 31.12.24

£ | £ |

| Profit/loss on sale of operations | (244,076 | ) | - |  |

| Further detail is given in note 28 to the financial statements.

8. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 31.12.25 |  | 31.12.24

£ | £ |

| Bank interest | 11,192 |  | 27,773 |  |

9. | TAXATION

| Analysis of the tax charge

| The tax charge on the loss for the year was as follows:

| 31.12.25 |  | 31.12.24

£ | £ |

| Current tax:

| UK corporation tax | 37,561 |  | 140,541 |  |

| Deferred tax:

| Timing differences | 2,028 |  | (5,373 | ) |

| Tax on (loss)/profit | 39,589 |  | 135,168 |  |

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Notes to the Consolidated Financial Statements - continued

for the year ended 31st December 2025

9. | TAXATION - continued

| Reconciliation of total tax charge included in profit and loss

| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

| 31.12.25 |  | 31.12.24

£ | £ |

| (Loss)/profit before tax | (144,695 | ) | 519,907 |  |

| (Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) | (36,174 | ) | 129,977 |  |

| Effects of:

| Expenses not deductible for tax purposes | 150 |  | 5,000 |  |

| Depreciation in excess of capital allowances | 6,603 |  | 6,123 |  |

| Other differences | 67,013 |  | (559 | ) |

| Deferred tax movement | 2,027 |  | (5,373 | ) |

| Marginal relief | (30 | ) | - |  |

| Total tax charge | 39,589 |  | 135,168 |  |

10. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.

11. | DIVIDENDS

|  | 31.12.25 |  |  | 31.12.24 |  |

|  | £ |  |  | £ |  |

| Ordinary A shares of £1 each interim |  | 30,000 |  |  | 42,000 |  |

| Ordinary B shares of £1 each interim |  | 30,000 |  |  | 30,000 |  |

| Ordinary C shares of £1 each interim |  | 30,000 |  |  | 30,000 |  |

| Ordinary D shares of £1 each interim |  | 30,000 |  |  | 30,000 |  |

|  | 120,000 |  |  | 132,000 |  |

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Notes to the Consolidated Financial Statements - continued

for the year ended 31st December 2025

12. | PROPERTY, PLANT AND EQUIPMENT

| Group

| Improvements |

| Freehold |  | to |  | Plant and

| property |  | property |  | machinery

£ | £ | £ |

| COST

| At 1st January 2025 | 10,560,000 |  | 592,803 |  | 626,729 |  |

| Additions | - |  | - |  | 64,209 |  |

| At 31st December 2025 | 10,560,000 |  | 592,803 |  | 690,938 |  |

| DEPRECIATION

| At 1st January 2025 | - |  | 352,466 |  | 538,040 |  |

| Charge for year | - |  | 24,036 |  | 38,880 |  |

| At 31st December 2025 | - |  | 376,502 |  | 576,920 |  |

| NET BOOK VALUE

| At 31st December 2025 | 10,560,000 |  | 216,301 |  | 114,018 |  |

| At 31st December 2024 | 10,560,000 |  | 240,337 |  | 88,689 |  |

| Fixtures |

| and |  | Motor |

| fittings |  | vehicles |  | Totals

£ | £ | £ |

| COST

| At 1st January 2025 | 801,486 |  | - |  | 12,581,018 |  |

| Additions | 29,039 |  | 264,320 |  | 357,568 |  |

| At 31st December 2025 | 830,525 |  | 264,320 |  | 12,938,586 |  |

| DEPRECIATION

| At 1st January 2025 | 763,625 |  | - |  | 1,654,131 |  |

| Charge for year | 23,909 |  | 65,000 |  | 151,825 |  |

| At 31st December 2025 | 787,534 |  | 65,000 |  | 1,805,956 |  |

| NET BOOK VALUE

| At 31st December 2025 | 42,991 |  | 199,320 |  | 11,132,630 |  |

| At 31st December 2024 | 37,861 |  | - |  | 10,926,887 |  |

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Notes to the Consolidated Financial Statements - continued

for the year ended 31st December 2025

12. | PROPERTY, PLANT AND EQUIPMENT - continued

| Company

| Freehold |  | Motor |

| property |  | vehicles |  | Totals

£ | £ | £ |

| COST

| At 1st January 2025 | 10,560,000 |  | - |  | 10,560,000 |  |

| Additions | - |  | 264,320 |  | 264,320 |  |

| At 31st December 2025 | 10,560,000 |  | 264,320 |  | 10,824,320 |  |

| DEPRECIATION

| Charge for year | - |  | 65,000 |  | 65,000 |  |

| At 31st December 2025 | - |  | 65,000 |  | 65,000 |  |

| NET BOOK VALUE

| At 31st December 2025 | 10,560,000 |  | 199,320 |  | 10,759,320 |  |

| At 31st December 2024 | 10,560,000 |  | - |  | 10,560,000 |  |

13. | FIXED ASSET INVESTMENTS

| Company

| Shares in

| group

| undertakings

£ |

| COST

| At 1st January 2025 | 208,600 |  |

| Disposals | (600 | ) |

| At 31st December 2025 | 208,000 |  |

| NET BOOK VALUE

| At 31st December 2025 | 208,000 |  |

| At 31st December 2024 | 208,600 |  |

| Subsidiary undertakings

| The following were subsidiary undertakings of the company at 31st December 2025 and included within the consolidated accounts:

| Name |  | Country ofIncorporation |  | Class ofShares |  | Holding |  | PrincipalActivity |

| Thames Motor Group (Slough) Ltd |  | England and Wales |  | Ordinary |  | 90% |  | Motor trading |

| Thames Motor Group (Tunbridge Wells) Ltd |  | England and Wales |  | Ordinary |  | 100% |  | Motor trading |

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Notes to the Consolidated Financial Statements - continued

for the year ended 31st December 2025

13. | FIXED ASSET INVESTMENTS - continued

| On 30 November 2025 both the shares held in Thames Contemporary Homes (Oval) Ltd and Thames Service Station Limited were transferred and ceased to be subsidiaries. More information can be found in note 28

| The registered office of all subsidiary undertakings is North Farm Industrial Estate, Longfield Road, Tunbridge Wells, Kent, TN2 3EY.

14. | STOCKS

| Group |

| 31.12.25 |  | 31.12.24 |

£ | £ |

| Property stock | - |  | 476,667 |  |

| Work-in-progress | 110,246 |  | 139,230 |  |

| Vehicle stock | 6,406,279 |  | 6,621,620 |  |

| Parts stock | 411,105 |  | 304,979 |  |

6,927,630 |  | 7,542,496 |  |

| Vehicle stock is subject to stock finance agreements. Obligations under these agreements are secured and details of the security are given in note 17.

| The group has arrangements with manufacturers of motor vehicles to obtain stock of new vehicles under the terms of consignment agreements. Stocks subject to these agreements are not treated as assets of the group until legal title is transferred. At the year end consignment stock held by the group was £7,562,078 (2024 - £7,391,722). The group does not usually pay a deposit when stock is consigned. Payment for the stock falls due at the earlier of:

| - |  | the date when the stock is sold to a third party, and |  |

| - |  | six months from the date of consignment. |  |

| The group is able to return stock (subject to an administration fee) and is not subject to obsolescence or slow movement risk. The price of stock is determined when it is sold to a third party.

| Consignment stock is therefore not included in the balance sheet.

| Included within stock is a provision against slow-moving and obsolete vehicle stock. The provision has decreased in the year creating an impairment gain of £67,970 (2024 - £224,350) which was recognised in the Statement of Comprehensive Income.

15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

| 31.12.25 |  | 31.12.24 |  | 31.12.25 |  | 31.12.24 |

£ | £ | £ | £ |

| Trade debtors | 1,313,058 |  | 2,260,714 |  | 5,580 |  | 5,580 |  |

| Amounts owed by group undertakings | - |  | - |  | 870,959 |  | 1,600,000 |  |

| Other debtors | 3,593,481 |  | 2,380,379 |  | 3,505,000 |  | 2,360,500 |  |

| VAT | - |  | 154,786 |  | 6,255 |  | 3,871 |  |

| Prepayments and accrued income | 78,966 |  | 75,311 |  | - |  | - |  |

4,985,505 |  | 4,871,190 |  | 4,387,794 |  | 3,969,951 |  |

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Notes to the Consolidated Financial Statements - continued

for the year ended 31st December 2025

16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

| 31.12.25 |  | 31.12.24 |  | 31.12.25 |  | 31.12.24 |

£ | £ | £ | £ |

| Bank loans and overdrafts (see note 17) | - |  | 425,468 |  | - |  | - |  |

| Vehicle stocking loan (see note 17) | 704,678 |  | 39,964 |  | - |  | - |  |

| Trade creditors | 2,319,418 |  | 2,766,794 |  | 32,233 |  | 59,854 |  |

| Tax | 36,107 |  | 140,541 |  | 7,280 |  | 22,025 |  |

| Social security and other taxes | 87,393 |  | 86,522 |  | 3,286 |  | 1,982 |  |

| VAT | 12,286 |  | - |  | - |  | - |  |

| Other creditors | 11,321 |  | 1,884,850 |  | 183 |  | 1,859,088 |  |

| Directors' current accounts | 2,852,180 |  | 1,009,210 |  | 2,852,180 |  | 1,009,210 |  |

| Accruals and deferred income | 132,729 |  | 170,592 |  | 14,513 |  | 13,258 |  |

6,156,112 |  | 6,523,941 |  | 2,909,675 |  | 2,965,417 |  |

17. | LOANS

| An analysis of the maturity of loans is given below:

| Group |

| 31.12.25 |  | 31.12.24 |

£ | £ |

| Amounts falling due within one year or on | demand: |

| Bank overdrafts | - |  | 425,468 |  |

| Vehicle stocking loan | 704,678 |  | 39,964 |  |

704,678 |  | 465,432 |  |

| The group is liable in respect of vehicle stocking loans. The full potential liability as at the balance sheet date was £704,678 (2024 - £39,964), which is secured against the two motor trade companies' vehicle stock of £6,406,279 (2024 - £6,621,620).

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Notes to the Consolidated Financial Statements - continued

for the year ended 31st December 2025

18. | FINANCIAL INSTRUMENTS

|  | Group |  |  | Company |

|  | 31.12.25 |  |  | 31.12.24 |  |  | 31.12.25 |  |  | 31.12.24 |

|  | £ |  |  | £ |  |  | £ |  |  | £ |

| Financial assets |  |

| Financial assets measured at fair value through profit or loss |  | 465,487 |  |  | 840,764 |  |  | 94,470 |  |  | 486,085 |

| Financial assets that are debt instruments measured at amortised cost |  | 4,906,539 |  |  | 4,641,093 |  |  | 4,381,539 |  |  | 3,966,080 |

|  | 5,372,026 |  |  | 5,481,857 |  |  | 4,476,009 |  |  | 4,452,165 |

| Financial liabilities |  |

| Financial liabilities measured at amortised cost |  | 3,168,146 |  |  | 5,287,668 |  |  | 46,929 |  |  | 1,932,200 |

| Financial assets measured at fair value through profit or loss comprise cash and bank in hand.

| Financial assets measured at amortised cost comprise trade debtors, amounts due from related undertakings, other debtors and accrued income.

| Financial liabilities measured at amortised cost include bank facilities, vehicle stocking loans, trade creditors, other creditors, amounts owed to related undertakings, and accruals.

19. | PROVISIONS FOR LIABILITIES

| Group |  | Company |

| 31.12.25 |  | 31.12.24 |  | 31.12.25 |  | 31.12.24 |

£ | £ | £ | £ |

| Deferred tax

| Accelerated capital allowances | 989,678 |  | 987,650 |  | 898,277 |  | 898,277 |  |

| Group

| Deferred |

| tax |

£ |

| Balance at 1st January 2025 | 987,650 |  |

| Provided during year | 6,649 |  |

| Utilised during year | (4,621 | ) |

| Balance at 31st December 2025 | 989,678 |  |

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Notes to the Consolidated Financial Statements - continued

for the year ended 31st December 2025

19. | PROVISIONS FOR LIABILITIES - continued

| Company

| Deferred |

| tax |

£ |

| Balance at 1st January 2025 | 898,277 |  |

| Balance at 31st December 2025 | 898,277 |  |

| All deferred tax amounts relate to fixed asset timing differences and are payable in more than 12 months.

20. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid |  |

| Number |  | Class |  | Nominal Value |  | 31.12.25 |  |  | 31.12.24 |

| 100 |  | Ordinary A |  | £1 |  | 100 |  |  | 100 |

| 700 |  | Ordinary B |  | £1 |  | 700 |  |  | 700 |

| 100 |  | Ordinary C |  | £1 |  | 100 |  |  | 100 |

| 100 |  | Ordinary D |  | £1 |  | 100 |  |  | 100 |

|  | 1,000 |  |  | 1,000 |

| All allotted shares carry full voting, dividend and capital distribution rights.

21. | RESERVES

| Group

| Retained |  | Other |

| earnings |  | reserve |  | Totals

£ | £ | £ |

| At 1st January 2025 | 13,614,963 |  | 2,694,831 |  | 16,309,794 |  |

| Deficit for the year | (201,311 | ) | (201,311 | ) |

| Dividends | (120,000 | ) | (120,000 | ) |

| Other reserve movement | 2,694,831 |  | (2,694,831 | ) | - |  |

| At 31st December 2025 | 15,988,483 |  | - |  | 15,988,483 |  |

| Company

| Retained

| earnings

£ |

| At 1st January 2025 | 11,359,942 |  |

| Profit for the year | 400,690 |  |

| Dividends | (120,000 | ) |

| At 31st December 2025 | 11,640,632 |  |

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Notes to the Consolidated Financial Statements - continued

for the year ended 31st December 2025

21. | RESERVES - continued

| The other reserve on consolidation arose from the acquisition of the shares in Thames Service Station Limited on 26 July 2022 as part of the group restructure. This reserve has been released to retained earnings as Thames Service Station Limited was disposed of in the year. More can be found at note 28.

22. | NON-CONTROLLING INTERESTS

| The non-controlling interest of £375,979 (2024 - £358,952) represents a 10% stake held in a subsidiary company, Thames Motor Group (Slough) Limited.

23. | RELATED PARTY DISCLOSURES

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party 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 balance sheet date an amount of £300,000 was owed from Thames Motor Group (Slough) Limited, a subsidiary company (2024 - £800,000). This amount is interest free and repayable on demand.

| At 31 December 2025, an amount of £3,505,000 (2024 - £2,310,000) was owed from Thames Contemporary Homes (Wimbledon) Limited, a company under common control. This amount is interest free and repayable on demand.

| The profits arising from an ongoing property development project are subject to a profit sharing arrangement with Thames Contemporary Homes Ltd, a company under common control. During the year it was agreed to make a payment of £708,100 (2024 - £500,000) to Thames Contemporary Homes Ltd. At the year end there were no amounts outstanding.

| At the year end an amount of £10,929 was owed from Thames Contemporary Homes (Oval), a company under common control. This amount is interest free and repayable on demand.

24. | ULTIMATE CONTROLLING PARTY

| The ultimate controlling party is V Khanna, a director.

25. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| 31.12.25 |  | 31.12.24

£ | £ |

| (Loss)/profit before taxation | (144,695 | ) | 519,907 |  |

| Depreciation charges | 151,826 |  | 93,053 |  |

| Movement on vehicle stocking loans | 664,714 |  | (1,963,629 | ) |

| Finance costs | 11,192 |  | 27,773 |  |

| Finance income | (55,997 | ) | (24,274 | ) |

627,040 |  | (1,347,170 | ) |

| Decrease in inventories | 614,866 |  | 2,214,504 |  |

| Increase in trade and other debtors | (114,316 | ) | (1,914,244 | ) |

| (Decrease)/increase in trade and other creditors | (2,345,611 | ) | 2,310,543 |  |

| Cash generated from operations | (1,218,021 | ) | 1,263,633 |  |

THAMES MOTOR GROUP LIMITED (REGISTERED NUMBER: 13801971) |

Notes to the Consolidated Financial Statements - continued

for the year ended 31st December 2025

26. | CASH AND CASH EQUIVALENTS

| The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

| Year ended 31st December 2025

| 31.12.25 |  | 1.1.25

£ | £ |

| Cash and cash equivalents | 465,487 |  | 840,764 |  |

| Bank overdrafts | - |  | (425,468 | ) |

465,487 |  | 415,296 |  |

| Year ended 31st December 2024

| 31.12.24 |  | 1.1.24

£ | £ |

| Cash and cash equivalents | 840,764 |  | 90,615 |  |

| Bank overdrafts | (425,468 | ) | (1,707,095 | ) |

415,296 |  | (1,616,480 | ) |

27. | ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

| At 1.1.25 | Cash flow | At 31.12.25

£ | £ | £ |

| Net cash |

| Cash at bank and in hand | 840,764 |  | (375,277 | ) | 465,487 |  |

| Bank overdrafts | (425,468 | ) | 425,468 |  | - |  |

415,296 |  | 50,191 |  | 465,487 |  |

| Debt

| Debts falling due within 1 year | (39,964 | ) | (664,714 | ) | (704,678 | ) |

(39,964 | ) | (664,714 | ) | (704,678 | ) |

| Total | 375,332 |  | (614,523 | ) | (239,191 | ) |

28. | ACQUISITIONS AND DISPOSALS

| On 30 November 2025 the shareholdings in both Thames Contemporary Homes (Oval) Ltd and Thames Service Station Limited where transferred to the owners of Thames Motor Group Limited for no consideration. The loss on disposal of £244,076 represents that net assets of both companies at the date of disposal.