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

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

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

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.

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

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.

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

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.

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.

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.

-

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

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

)

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

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

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

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

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

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

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.