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REGISTERED NUMBER: 06141261 (England and Wales)

Sinclair Garages (Swansea) Limited

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31st December 2025

| Sinclair Garages (Swansea) Limited (Registered number: 06141261) |

Contents of the Financial Statements

for the Year Ended 31st December 2025

Page |

| Company Information | 1 |

| Strategic Report | 2 |

| Report of the Directors | 5 |

| Report of the Independent Auditors | 8 |

| Statement of Comprehensive Income | 10 |

| Balance Sheet | 11 |

| Statement of Changes in Equity | 12 |

| Notes to the Financial Statements | 13 |

| Sinclair Garages (Swansea) Limited |

Company Information

for the Year Ended 31st December 2025

| Directors: | G S Sinclair

| A J Sinclair

| Registered office: | Sinclair Group

| Old Field Road

| Bocam Park

| Pencoed

| CF35 5LJ

| Registered number: | 06141261 (England and Wales)

| Auditors: | Menzies LLP, Statutory Auditors

| 5th Floor Hodge House

| 114-116 St Mary Street

| Cardiff

| CF10 1DY

| Bankers: | Barclays Bank PLC

| P O Box 10

| Windsor Court

| Cardiff

| CF11 3WP

| Solicitors: | Acuity Legal

| 3 Assembly Square

| Britannia Quay

| Cardiff Bay

| Cardiff

| CF10 4PL

| Sinclair Garages (Swansea) Limited (Registered number: 06141261) |

Strategic Report

for the Year Ended 31st December 2025

Sinclair Garages (Swansea) Limited operates its core functions of retailing new cars, used cars servicing (including repairs, bodyshop repairs and parts sales).

Review of business

| 31/12/2025 |  | 31/12/2024 |  | 31/12/2023 |  | 31/12/2022 |

Turnover |  | £277,458,980 |  | £239,819,964 |  | £192,016,343 |  | £113,443,935 |

Profit/(loss) before tax |  | £537,847 |  | £1,255,107 |  | £3,138,839 |  | £3,107,927 |

Shareholders funds |  | £12,019,845 |  | £11,899,403 |  | £11,227,839 |  | £8,982,098 |

This company is part of the Sinclair Group and is impacted by the issues faced by the whole Group as outlined below.

The year 2025 was the toughest year we have had as a group since before the covid pandemic. The motor trade as an Industry has experienced a very difficult period, and we were certainly not immune from its issues. Throughout many of our sites we experienced a reduction in both turnover and profitability, which has obviously been testing for us as a group. New car volumes and profits were down across many of our brands. Our manufacturer partners are all suffering with increased costs from electric car sales, and the results have often been an increase in prices of all cars across our ranges. This has resulted in lower margins as we try and help our customers afford the purchase of their next vehicle.

In addition to this, Jaguar Land Rover experienced a cyber-attack on September 1st, which resulted in the halting of production for 4 months. Whilst our order take in these sites continued, there was a significant reduction in overall production for the last 4 months of 2025, which had an impact on the volumes of Land Rover product we were able to deliver in the second half of the year. This had a material impact in our overall profitability for 2025. This reduction in new car volumes has had a negative impact on used car volumes. As the majority of used cars come as new car part exchanges, a reduction in new sales results in a reduction in used stock. This has been an industry issue, and therefore the availability of quality used cars has been an issue for all our sites. This has impacted on our used car performance which again has seen a significant reduction in volumes and profits. Whilst our sales numbers in used cars have reduced year on year, our overall health in used car stock and profitability has been excellent. Our sites have ensured that our stock holding has matched our sales rates, ensuring that all our site’s used vehicle stocks are fresh and margins are strong.

Our After Sales departments have also worked through testing times. The reduction in new and used car volumes, the lower hours sold on electric cars and the ongoing challenges in warranty, have all led to a reduction in many of our service and parts departments across the group. Therefore, the numbers of cars we have seen through our workshops has reduced year on year, resulting in again a reduction in turnover and profitability in these key departments.

Unfortunately, during this year of challenge, we have also seen some significant increases in business costs. A major factor has been the increase in employment costs, following the UK Governments increases in National minimum wage in April, and also increases in National Insurance contributions. In addition, we have experienced additional costs with ongoing increases in our electricity and gas usage. Whilst we all support the need for increase in living wages; this has delivered a staggering increase in cost to us as a group. Across our business we employ just over 1000 employees, therefore when the Government introduces costs like these, then this has an enormous cost increase to our business.

Clearly, with all our departments experiencing a downturn in turnover and profit, and our business cost increasing significantly, 2025 represented a difficult financial year for our group. Whilst we are disappointed in the result, there are definitely many positives coming out of the year. The majority of the issues we have faced are industry issues and not the making of our business. Indeed, our financial performance will be significantly ahead of where many in the industry will finish, again showing the tight controls and focus we have across our sites. The experience, pride and passion of our staff teams have helped us deliver the result that whilst not what we wanted, will be significantly ahead of most brand averages.

As a board we are also very confident that 2026 will represent a return to stronger profitability across the group. We have already seen an increase in consumer confidence, which has driven weekly sales significantly up over the last few months. Manufacturers are now experiencing lower costs of production for electric cars, which will see more affordable new car offers, and a strengthening in retailer income per units. Our manufacturer partners are all also bringing many new models to the market during 2026, which will greatly increase customer demand, volumes and our profitability.

In addition, our used car focus and clean vehicle stocks, will enable us to maintain strong used car volumes and profits for 2026. We will also generate increased used stocks as part exchanges from new car increases, which will have a positive impact across the business for both used car volumes and overall used car profitability. These increases of vehicles sales will have a positive impact on our service departments, as we begin to see a return to the service volumes we experienced over previous years. Our strong history in our market, and the size of our customer database, will help us drive up our workshop visits during 2026, and help us strive to a return to our required service department turnovers and profits.

| Sinclair Garages (Swansea) Limited (Registered number: 06141261) |

Strategic Report

for the Year Ended 31st December 2025

In summary, 2025 was a very testing year for the industry and our business. However, we are very positive that many of the industry issues are behind us, and the outlook for 2026 is strong. We have already experienced significant uplifts in turnover and profitability across most of our sites, and are confident that our group profitability for 2026 will return to budgeted expectations.

Principal risks and uncertainties

Franchise Agreement Risk:

Our primary activity is the sale of motor vehicles through the franchise agreement with the vehicle manufacturers. There is a risk that the franchise could be discontinued with any of them with due notice. This would result in a loss of business for the group, which could have a substantial impact for some of the larger brands. We have worked with many of the manufacturers for decades and built good relationships so much so that we are their preferred partner in many instances. In addition, the Sinclair Group works with twelve manufacturers so that we are not overly reliant on any one supplier.

Agency Model Risk:

The German manufacturers are transitioning to an agency model for selling new vehicles. This means that we received a commission percentage for each unit sold and support for certain expenses. Previously we would be responsible for the management of stock i.e. purchasing, holding and funding.

There is a risk in the first instance of rolling out the change, while the terms and conditions are worked out for a fair split of risk and reward for both parties. From our experience with Mercedes Benz, we have seen that once fully integrated there is no detriment to profits. The other manufacturers are exploring the agency model so the risk remains for those brands.

To mitigate this risk, we are focusing on areas of the business under our direct control: used cars and after sales: servicing and parts.

Electrical Vehicles:

The transition for Internal Combustion Engine (ICE) to Electric Vehicles (EV) is a major change in our industry. There is a drive to supply electric and hybrid vehicles to meet manufacturer targets. As a business we need to ensure that we are ready for the new business model.

We work closely with the manufacturers in understanding the new technology so that sales people can be of use to customers interested in the EV journey. In additions, we ensure that our workshops are EV ready with fully certified technicians and capabilities for battery and parts. We have invested heavily in EV Charging facilities at our sites as part of our sustainability journey.

We expect that there will be fewer components involved in the servicing of the EVs but the margins on the services are expected to be higher. We are looking at other income streams such as offering customers a paid for valeting service or a café type coffee and pastry offering.

Supply chain risk:

There have been issues in receiving vehicles and delays in parts supply from the manufacturers which has an impact on reaching the group targets. For vehicle delays, the risk has been mitigated by an increase in margins on used vehicles. For the parts delays we have managed this as well as we can but we are protected by the diversification of brands. Our manufacturers bear the biggest challenge with meeting their supply needs and so are committed to finding alternative sources to protect themselves.

Retention of Skilled Technicians:

There is a shortage of skilled technicians in our market area. We are losing trained technicians to other industries such as the railways. We are offering changed work patterns such as 4 condensed days to make a more attractive offering for these crucial employees. There are other incentives offered for example employee car schemes to ensure that we retain our skilled labour.

Climate Legislation Risk

The effects of climate change and associated future legislation may potentially have an impact on our business model. As detailed in the report of the directors under our streamlined energy and carbon report, the business is investing in the future and finding ways to embrace the changes and change the way in which we work to meet current guidelines and help future proof our business Model.

| Sinclair Garages (Swansea) Limited (Registered number: 06141261) |

Strategic Report

for the Year Ended 31st December 2025

Section 172(1) statement

Statement by the directors in performance of their statutory duties in accordance with s172(1) Companies Act 2006.

The Board of Directors of Sinclair Garages (Swansea) Limited consider that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a)-(f) of the Act) in the decisions taken during for the Year Ended 31 December 2025.

The Sinclair Group was started by Bill Sinclair in 1945, and the company continues to be controlled and run by the Sinclair family. We are proud of the ways in which the company has provided employment, training, and financial reward for its owners and employees for over 70 years. We are the largest and most successful motor group in Wales, representing some of the most prestigious automotive brands. In a highly competitive market, we aim to stand out from our competitors by virtue of quality, reliability, and the great customer care that our reputation is built upon.

We make strategic decisions based on long-term objectives In particular, this has meant significant investments in premises and people in the business. This investment is to continue in the future to provide customers with state-of-the-art facilities and the very finest expertise. We acknowledge that, in order to progress to the next phase in the company's future, it is likely that we will continue to expand our existing business and add to the prestige brand portfolio that we have. We continue to explore possibilities along these lines. Our aim continues to be to maximise the company's ability to grow profits to fund continued investment for the future of the business and job security for the employees.

Our Employees

We rely on the hard work, commitment, and enthusiasm of our staff which is fundamental to the delivery of our plan. We aim to be a responsible employer in our approach to the pay and benefits our team members receive. We provide comprehensive training and career development support. The health, safety, and well-being of our employees is one of our primary considerations in the way we do business.

Our suppliers and customers

We meet with our manufacturing partners regularly throughout the year and take the appropriate action to prevent involvement in modern slavery, corruption, bribery, and breaches of our competition law. Our business model priorities quality and customer satisfaction. We have built and will maintain a reputation for transparency and fair dealing with customers and suppliers.

Our Community and the Environment

We are a family-run company with roots in South Wales and have invested in our community through our charity donation scheme. From sponsoring sports kit of locals childrens' clubs, to having employees play and arrange charitable football matches. Our plan takes into account the impact of the Group's operations on the community and environment and our wider social responsibilities, and in particular how we comply with environmental legislation and pursue waste-saving opportunities and react promptly to local community concerns.

Business conduct and Corporate Governance

As the Board of Directors, our intention is to behave responsibly and ensure that the management operate the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours and in doing so, will contribute to the delivery of our plan. The intention is to nurture our reputation, through both the construction and delivery of our plan, that reflects our responsible behaviour. As the Board of Directors, our intention is to behave responsibly towards our shareholders and treat them fairly and equally, so they too may benefit from the successful delivery of our plan.

Employment of disabled persons

It is the policy that disabled persons shall be considered for employment, career development and promotion on the basis of their aptitude and abilities in common with all employees.

Employee involvement

The Directors recognise the importance of good communications and relations with employees and management is

encouraged to adopt employee consultations.

On behalf of the board:

A J Sinclair - Director

13th May 2026

| Sinclair Garages (Swansea) Limited (Registered number: 06141261) |

Report of the Directors

for the Year Ended 31st December 2025

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

Principal activity

The principal activity of the company in the year under review was that of the retailing of motor vehicles and related activities in the motor trade.

Dividends

No dividends will be distributed for the year ended 31st December 2025.

Directors

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

G S Sinclair

A J Sinclair

Streamlined energy and carbon reporting

INTRODUCTION FROM OUR MANAGING DIRECTOR

We recognise the part that our industry has historically played in the generation of greenhouse gases. GHG emissions from the transport sector comprised 14% of global emissions in 2019. The car industry makes up 47% of the total transport sector GHG emissions, contributing 9% of the total annual global figure. In conjunction with our manufacturer partners, we are embarking in a new direction with the rapid rise in availability of alternate fuel vehicles. At the same time, we have to make sure that our internal operation of the Business is delivered with as much positive impact on the environment as possible.

Our Group Environmental commitment is to help all our employees, customers and suppliers understand the responsibility they have in protecting the environment and to minimise the impact they have on it. From senior management to junior members of staff, engagement and training is essential to achieve the behavioural change necessary to address the scale and urgency of the climate challenge. By improving this awareness, we want to make a positive contribution to environmental growth by protecting and enhancing the local and global environment whilst going about our business activities.

We also recognise that companies that are able to realise and implement the opportunities offered by new technologies, infrastructure and customer solutions will create substantial value for their businesses and wider society in the context of renewed public interest in climate change and the scientific and regulatory imperative to make substantial emissions reductions in the next decade.

Andy Sinclair Managing Director, Sinclair Group

Where do we want to be? Our Targets:

To help us achieve net zero in operations by 2050, we are committed to achieving the following milestones.

- By 2026 maximise production of electricity via solar panels

- By 2026 reduce production of non-recyclable general waste by 75%

- By 2026 50% of our employees will have received Carbon Literacy training

- By 2030 move all energy consumption to renewables

- By 2035 Reduce energy intensity by 25% against a 2018 baseline (from ESOS 2 report)

- By 2035 reduce scope 3 emissions for business travel and employee commuting by 50%

CLIMATE TRANSITION PLAN

Where are we now? Our Performance:

| 2025 |  |  | 2024 |  |

Type |  | Units |  | Carbon tCo2 |  | Units |  | Carbon tCo2 |

Total Electricity used ( kWh) |  | 3,916,566 |  | 693 |  | 3,701,308 |  | 834 |

Total Gas used ( kWh) |  | 3,283,321 |  | 601 |  | 3,426,080 |  | 608 |

Total Transport Fuel ( kWh) |  | 7,571,486 |  | 1,756 |  | 7,248,261 |  | 1,798 |

Total energy from other fuels ( kWh) |  | 164,725 |  | 35 |  | 267,333 |  | 57 |

Total energy use ( all sources) |  | 14,936,101 |  | 3,085 |  | 14,642,982 |  | 3,297 |

| Sinclair Garages (Swansea) Limited (Registered number: 06141261) |

Report of the Directors

for the Year Ended 31st December 2025

STRATEGY

Our aim is to be:

-regenerative, rather than exploitative

-deliver value from creativity and innovation rather than consumption

-think and act for the long term and across systems, and do this in collaboration with diverse stakeholders so everybody benefits.

GOVERNANCE

Responsibility for overseeing and managing climate related risks and opportunities rest at the highest levels of our Business. The Sinclair Group governing Board is committed to sound governance policies and practices, as well as ensuring that an understanding of the challenges faced by the climate crisis is fully achieved by our most senior people.

All Board members are qualified Carbon Literacy practitioners, having completed the Carbon Literacy Programme requiring the fulfilment of environmental commitments within their personal and professional life.

Our internal 'Engage' communication app is used to share the latest developments in our pursuit of improvement with all staff.

In 2021 we created the Strategic Development Team, led by a new role and Board member: Head of Strategic Development. This team picks up day to day responsibility for various areas that impact across our ESG responsibilities.

This team has also developed our Company Purpose "Belong, for Good", which provides the North Star for our sustainability actions. Our Purpose relates directly to the United Nations Sustainable Development Goals:

- No Poverty

- Zero Hunger

- Gender Equality

- Reduces Inequalities

- Good Health & Wellbeing

- Quality Education

- Affordable Clean Energy

- Decent Work & Economic Growth

- Partnership for the Goals

- Sustainable Cities and Communities

- Responsible Consumption and Production

- Climate Action

- Life on Land

Statement of directors' responsibilities

The directors are responsible for preparing the 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

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

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

- | state whether applicable 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 transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

| Sinclair Garages (Swansea) Limited (Registered number: 06141261) |

Report of the Directors

for the Year Ended 31st December 2025

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 company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

On behalf of the board:

A J Sinclair - Director

13th May 2026

Report of the Independent Auditors to the Members of

Sinclair Garages (Swansea) Limited

Opinion

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

In our opinion the financial statements:

- | give a true and fair view of the state of the company's affairs as at 31st December 2025 and of its profit for the year then ended;

- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- | have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

- | the 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Report of the Independent Auditors to the Members of

Sinclair Garages (Swansea) Limited

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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

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

Our planning procedures identify the legal and regulatory frameworks applicable to the operations and financial statements of the company. These are reviewed internally with the audit team including relevant industry experience and expectations as well as externally with the client management. The key laws and regulations we considered in this context were the UK Companies Act 2006, UK GAAP (FRS 102) and relevant tax legislation.

Once identified, we assess the risks of material misstatements in relation to the laws and regulations, irregularities, including fraud and adjust our testing accordingly. Our audit procedures include:

- Discussing with Directors and management which areas of the business they believe to be more susceptible to fraud, and whether they have any knowledge or suspicion of fraudulent activities;

- Obtaining an understanding of the key controls put in place by the company to address risks identified, assessing the effectiveness of those and discussing how these are maintained and monitored internally;

- Assessing the risk of management override and review and testing of journal entries made into the accounting system;

- Challenging assumptions and judgements made by the company in relation to the significant accounting estimates employed in the preparation of the financial statements;

- Discussing with Directors and Management the legal and regulatory obligations of the business and whether they have any knowledge or suspicion of non compliance.

Despite the audit being planned and conducted in accordance with ISAs (UK) there remains an unavoidable risk that material misstatements in the financial statements may not be detected owing to inherent limitations of the audit, and that by their very nature, any such instances of fraud or irregularities likely involve collusion, forgery, intentional misrepresentation, or the override of internal controls.

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.

Clive Edwards (Senior Statutory Auditor)

for and on behalf of Menzies LLP, Statutory Auditors

5th Floor Hodge House

114-116 St Mary Street

Cardiff

CF10 1DY

15th May 2026

| Sinclair Garages (Swansea) Limited (Registered number: 06141261) |

Statement of Comprehensive

Income

for the Year Ended 31st December 2025

| 2025 |  | 2024

| Notes | £ | £ |

Turnover | 3 | 277,458,980 |  | 239,819,964 |  |

Cost of sales | (262,232,256 | ) | (227,933,732 | ) |

Gross profit | 15,226,724 |  | 11,886,232 |  |

Administrative expenses | (12,952,208 | ) | (9,135,051 | ) |

2,274,516 |  | 2,751,181 |  |

Other operating income | 4 | 58,401 |  | 56,182 |  |

Operating profit | 6 | 2,332,917 |  | 2,807,363 |  |

Interest payable and similar expenses | 7 | (1,795,070 | ) | (1,552,256 | ) |

Profit before taxation | 537,847 |  | 1,255,107 |  |

Tax on profit | 8 | (417,405 | ) | (583,543 | ) |

Profit for the financial year | 120,442 |  | 671,564 |  |

Other comprehensive income | - |  | - |  |

Total comprehensive income for the year | 120,442 |  | 671,564 |  |

| Sinclair Garages (Swansea) Limited (Registered number: 06141261) |

Balance Sheet

31st December 2025

| 2025 |  | 2024

| Notes | £ | £ |

Fixed assets

Intangible assets | 9 | 3,837,500 |  | 1,937,500 |  |

Tangible assets | 10 | 1,963,225 |  | 1,478,871 |  |

5,800,725 |  | 3,416,371 |  |

Current assets

Stocks | 11 | 70,656,952 |  | 43,046,063 |  |

Debtors | 12 | 43,946,783 |  | 32,178,368 |  |

Cash at bank | 2,089,049 |  | 3,362,921 |  |

116,692,784 |  | 78,587,352 |  |

Creditors

Amounts falling due within one year | 13 | (110,149,756 | ) | (69,864,840 | ) |

Net current assets | 6,543,028 |  | 8,722,512 |  |

Total assets less current liabilities | 12,343,753 |  | 12,138,883 |  |

Provisions for liabilities | 15 | (323,908 | ) | (239,480 | ) |

Net assets | 12,019,845 |  | 11,899,403 |  |

Capital and reserves

Called up share capital | 16 | 1 |  | 1 |  |

Retained earnings | 12,019,844 |  | 11,899,402 |  |

Shareholders' funds | 12,019,845 |  | 11,899,403 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 13th May 2026 and were signed on its behalf by:

A J Sinclair - Director

| Sinclair Garages (Swansea) Limited (Registered number: 06141261) |

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 |  | 11,227,838 |  | 11,227,839 |  |

Changes in equity

Total comprehensive income | - |  | 671,564 |  | 671,564 |  |

Balance at 31st December 2024 | 1 |  | 11,899,402 |  | 11,899,403 |  |

Changes in equity

Total comprehensive income | - |  | 120,442 |  | 120,442 |  |

Balance at 31st December 2025 | 1 |  | 12,019,844 |  | 12,019,845 |  |

| Sinclair Garages (Swansea) Limited (Registered number: 06141261) |

Notes to the Financial Statements

for the Year Ended 31st December 2025

1. | Statutory information

| Sinclair Garages (Swansea) 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 Company Information page.

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.

| Financial Reporting Standard 102 - reduced disclosure exemptions

| The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

| • | the requirements of Section 7 Statement of Cash Flows;

| • | the requirement of paragraph 33.7.

| Preparation of consolidated financial statements

| The financial statements contain information about Sinclair Garages (Swansea) Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Sinclair Motor Holdings Limited, Sinclair Motor Holdings, Sinclair Group,Old Field Road, Bocam Park, Pencoed, CF35 5LJ.

| Critical accounting judgements and key sources of estimation uncertainty

| In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

| The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

| Critical judgements in applying the Company's accounting policies

| The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

| Stock valuation

| The directors on a periodic basis will review the valuation of stock. This is performed on an individual vehicle basis taking into account external factors such as market trends as well as anticipated values as provided by the industry sources. Any provisions made as a result of this review are intended to reflect differences between cost and estimated selling prices less costs to sell.

| The Directors consider that there are no key sources of estimate uncertainty.

| Sinclair Garages (Swansea) Limited (Registered number: 06141261) |

Notes to the Financial Statements - continued

for the Year Ended 31st December 2025

2. | Accounting policies - continued

| Turnover

| Turnover represents amounts chargeable, net of value added tax, in respect of the sale and repair of motor vehicles, associated bonuses and commissions and the sale of vehicle parts.

| Turnover from the sale of vehicles is recognised when the significant risks and rewards of ownership are transferred to the buyer. In most cases, the transfer of the risks and rewards of ownership coincides with the transfer of the legal title or the passing of the possession to the buyer.

| Turnover from the sale of services is recognised by reference to the stage of completion of the transaction.

| Turnover from commissions and bonuses are recognised on an accrual basis in accordance with the substance of the relevant agreement.

| Goodwill

| Goodwill, being the amount paid in connection with the acquisition of a business in 2022, is being amortised evenly over its estimated useful life of five years.

| There was another business acquisition this year and a 5 year amortisation was deemed appropriate for the goodwill on this transaction.

| Tangible fixed assets

| All tangible fixed assets are initially recorded at cost. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is shorter.

| Freehold buildings - 2% on cost

| Plant and machinery - 10% on cost

| Motor vehicles - 20% on cost

| Computer equipment - 33% on cost

| Fixtures and fittings - 10% on cost

| Stocks

| Stock and work in progress are valued at the lower of cost and estimated selling price less costs to complete and sell, after due regard for obsolete and slow moving stocks.

| The ownership of consignment stock passes from the manufacturer to the company when full payment for vehicles is made.

| The value of consignment stock is shown separately in the notes to the balance sheet as both current assets and as creditors due within one year. Part stocks are stated lower of cost and estimated selling price. Cost is determined using the first in, first out (FIFO) method.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the 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 balance sheet date.

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.

| Sinclair Garages (Swansea) Limited (Registered number: 06141261) |

Notes to the Financial Statements - continued

for the Year Ended 31st December 2025

2. | Accounting policies - continued

| Pension costs and other post-retirement benefits

| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

| Financial instruments

| Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial assets, financial liabilities, or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Financial liabilities are derecognised when the company's contractual obligations expire or are discharged & cancelled.

| Trade Debtors

| Trade debtors are amounts due from customers for merchandise sold in the ordinary course of business. Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

| Cash and cash equivalents

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

| Trade creditors

| Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers, Account payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

| Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

| Business combinations

| Business combinations are accounted for using the purchase method as at the acquisition date, which is the date on which control is transferred to the company.

| At acquisition date, the company recognises goodwill at the acquisition date as;

| -the fair value of the consideration (excluding contingent consideration) transferred;plus

| -estimated amount of contingent consideration(see below): plus

| -the fair value of the equity instrument issued: plus

| -directly attributable transaction costs: less

| -the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities and contingent liabilities assumed.

| When the excess is negative, this is recognised and separately disclosed on the face of the balance sheet as negative goodwill. Consideration which is contingent on future events is recognised based on the estimated amount if the contingent consideration is probable and can be measured reliably. Any subsequent changes to the amount are treated as an adjustment to the cost of the acquisition.

| Hire purchase and leasing commitments

| Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

| The interest element of these obligation is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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

| Sinclair Garages (Swansea) Limited (Registered number: 06141261) |

Notes to the Financial Statements - continued

for the Year Ended 31st December 2025

3. | Turnover

| The turnover and profit before taxation are attributable to the one principal activity of the company.

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

| 2025 |  | 2024

£ | £ |

| Sales of New Vehicles | 128,160,560 |  | 121,996,738 |  |

| Sales of Used Vehicles | 128,773,020 |  | 103,786,434 |  |

| Repairs and Other Sales | 20,525,400 |  | 14,036,792 |  |

277,458,980 |  | 239,819,964 |  |

4. | Other operating income

| 2025 |  | 2024

£ | £ |

| Misc Income | 58,401 |  | 56,182 |  |

5. | Employees and directors

| 2025 |  | 2024

£ | £ |

| Wages and salaries | 8,088,290 |  | 6,084,143 |  |

| Social security costs | 763,730 |  | 511,141 |  |

| Other pension costs | 267,832 |  | 212,202 |  |

9,119,852 |  | 6,807,486 |  |

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

| 2025 |  | 2024

| Sales | 45 |  | 49 |  |

| Service | 92 |  | 69 |  |

| Parts | 17 |  | 13 |  |

| Administration | 11 |  | 17 |  |

165 |  | 148 |  |

| Key management remuneration is disclosed in the consolidated financial statements of the parent entity, Sinclair Motor Holdings Limited (incorporated in England and Wales).

| 2025 |  | 2024

£ | £ |

| Directors' remuneration | - |  | - |  |

6. | Operating profit

| The operating profit is stated after charging/(crediting):

| 2025 |  | 2024

£ | £ |

| Hire of plant and machinery | 3,487 |  | - |  |

| Depreciation - owned assets | 419,740 |  | 349,612 |  |

| Profit on disposal of fixed assets | (12,550 | ) | - |  |

| Goodwill amortisation | 1,100,000 |  | 750,000 |  |

| Auditors' remuneration | 8,000 |  | 7,500 |  |

| Auditors' remuneration for non audit work | 2,500 |  | 2,500 |  |

| Sinclair Garages (Swansea) Limited (Registered number: 06141261) |

Notes to the Financial Statements - continued

for the Year Ended 31st December 2025

7. | Interest payable and similar expenses |

| 2025 |  | 2024

£ | £ |

| Stocking interest | 1,795,070 |  | 1,552,256 |  |

8. | Taxation

| Analysis of the tax charge

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

| 2025 |  | 2024

£ | £ |

| Current tax:

| UK corporation tax | 332,977 |  | 603,360 |  |

| Deferred tax | 84,428 |  | (19,817 | ) |

| Tax on profit | 417,405 |  | 583,543 |  |

| 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:

| 2025 |  | 2024

£ | £ |

| Profit before tax | 537,847 |  | 1,255,107 |  |

| Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%) | 134,462 |  | 313,777 |  |

| Effects of:

| Expenses not deductible for tax purposes | 12,882 |  | 19,856 |  |

| Income not taxable for tax purposes | - |  | (185 | ) |

| Depreciation in excess of capital allowances | - |  | 23,036 |  |

| Adjustments to tax charge in respect of previous periods | (4,939 | ) | 59,375 |  |

| assets |

| Amortisation | 275,000 |  | 187,500 |  |

| Change in deferred tax | - |  | (19,816 | ) |

| Total tax charge | 417,405 |  | 583,543 |  |

9. | Intangible fixed assets

| Goodwill

£ |

| Cost

| At 1st January 2025 | 3,750,000 |  |

| Additions | 3,000,000 |  |

| At 31st December 2025 | 6,750,000 |  |

| Amortisation

| At 1st January 2025 | 1,812,500 |  |

| Amortisation for year | 1,100,000 |  |

| At 31st December 2025 | 2,912,500 |  |

| Net book value

| At 31st December 2025 | 3,837,500 |  |

| At 31st December 2024 | 1,937,500 |  |

| Sinclair Garages (Swansea) Limited (Registered number: 06141261) |

Notes to the Financial Statements - continued

for the Year Ended 31st December 2025

10. | Tangible fixed assets

| Fixtures |

| Plant and |  | and |  | Motor |  | Computer |

| machinery |  | fittings |  | vehicles |  | equipment |  | Totals

£ | £ | £ | £ | £ |

| Cost

| At 1st January 2025 | 1,567,229 |  | 1,321,240 |  | 84,457 |  | 616,314 |  | 3,589,240 |  |

| Additions | 158,607 |  | 583,376 |  | - |  | 162,111 |  | 904,094 |  |

| Disposals | (37,657 | ) | - |  | (58,485 | ) | (132,198 | ) | (228,340 | ) |

| At 31st December 2025 | 1,688,179 |  | 1,904,616 |  | 25,972 |  | 646,227 |  | 4,264,994 |  |

| Depreciation

| At 1st January 2025 | 809,782 |  | 789,806 |  | 70,251 |  | 440,530 |  | 2,110,369 |  |

| Charge for year | 122,185 |  | 165,645 |  | 5,478 |  | 126,432 |  | 419,740 |  |

| Eliminated on disposal | (37,657 | ) | - |  | (58,485 | ) | (132,198 | ) | (228,340 | ) |

| At 31st December 2025 | 894,310 |  | 955,451 |  | 17,244 |  | 434,764 |  | 2,301,769 |  |

| Net book value

| At 31st December 2025 | 793,869 |  | 949,165 |  | 8,728 |  | 211,463 |  | 1,963,225 |  |

| At 31st December 2024 | 757,447 |  | 531,434 |  | 14,206 |  | 175,784 |  | 1,478,871 |  |

11. | Stocks

2025 | 2024 |

£ | £ |

| Fully paid new vehicles | 11,739,329 |  | 1,942,454 |  |

| New vehicles on consignment | 32,852,756 |  | 20,301,284 |  |

| Used vehicles | 24,048,952 |  | 19,388,374 |  |

| Oil, fuel and spares | 2,015,915 |  | 1,413,951 |  |

70,656,952 |  | 43,046,063 |  |

12. | Debtors: amounts falling due within one year |

2025 | 2024 |

£ | £ |

| Trade debtors | 6,076,331 |  | 2,041,755 |  |

| Amounts owed by group undertakings | 31,022,284 |  | 27,940,433 |  |

| Other debtors | 2,790,869 |  | 1,874,210 |  |

| VAT | 2,272,155 |  | - |  |

| Prepayments | 1,785,144 |  | 321,970 |  |

43,946,783 |  | 32,178,368 |  |

13. | Creditors: amounts falling due within one year |

2025 | 2024 |

£ | £ |

| Trade creditors | 47,396,387 |  | 26,650,307 |  |

| Due in respect of new vehicles | 32,852,756 |  | 20,301,284 |  |

| Amounts owed to group undertakings | 28,689,430 |  | 21,362,150 |  |

| Tax | 332,977 |  | 543,986 |  |

| Social security and other taxes | 23,411 |  | 15,050 |  |

| VAT | - |  | 922,330 |  |

| Accruals and deferred income | - |  | 69,733 |  |

| Accrued expenses | 854,795 |  | - |  |

110,149,756 |  | 69,864,840 |  |

| Sinclair Garages (Swansea) Limited (Registered number: 06141261) |

Notes to the Financial Statements - continued

for the Year Ended 31st December 2025

14. | Secured debts

| The following secured debts are included within creditors:

2025 | 2024 |

£ | £ |

| Due in respect of new vehicles | 32,852,756 |  | 20,301,284 |  |

| The company has entered into a debenture and a cross guarantee with Barclays Bank Plc to guarantee the group overdraft and loans which at 31 December 2025 amounted to £3,671,506 (2024: £39,373).

15. | Provisions for liabilities

2025 | 2024 |

£ | £ |

| Deferred tax | 323,908 |  | 239,480 |  |

| Deferred |

| tax |

£ |

| Balance at 1st January 2025 | 239,480 |  |

| Provided during year | 84,428 |  |

| Accelerated capital allowances |

| Balance at 31st December 2025 | 323,908 |  |

16. | Called up share capital

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

| value: | £ | £ |

| 1 | Ordinary | £1 | 1 |  | 1 |  |

17. | Pension commitments

| The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £267,832 (2024: £212,202).

18. | 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.

| Entities over which the entity has control, joint control or significant influence

2025 | 2024 |

£ | £ |

| Related Party Sales | 1,646,690 |  | 1,441,296 |  |

| Related Party Purchases | 141,852 |  | 35,538 |  |

| Amount due to related party | - |  | 119 |  |

19. | Ultimate controlling party

| The immediate and ultimate parent company is Sinclair Motor Holdings Limited, whose registered office is Old Field Road, Bocam Park, Pencoed, Bridgend, CF35 5LJ. Sinclair Motor Holdings Limited is the smallest and largest group for which consolidated financial statements are prepared. Copies of the financial statements of both companies are available from Companies House, Crown Way, Cardiff, CF14 3UZ.

| The Ultimate Controlling Party is Mr G Sinclair, a director of the company and shareholder of Sinclair Motor Holdings Limited.