REGISTERED NUMBER: 02063682 (England and Wales)

Sinclair Finance and Leasing Company

Limited

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31st December 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Statement of Comprehensive Income

6

Balance Sheet

7

Statement of Changes in Equity

8

Cash Flow Statement

9

Notes to the Cash Flow Statement

10

Notes to the Financial Statements

11

Directors:

Mr G S Sinclair

Mrs E K Sinclair

Mr A J Sinclair

Registered office:

Sinclair Group

Old Field Road

Bocam Park

Pencoed

CF35 5LJ

Registered number:

02063682 (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

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

Review of business

31/12/2025

31/12/2024

31/12/2023

31/12/2022

Turnover

£32,543,957

£30,921,916

£29,595,286

£27,728,958

Profit before tax

£1,708,450

£2,152,776

£3,341,153

£2,863,184

Shareholders' funds

£17,215,382

£15,953,138

£13,968,350

£11,763,265

Turnover for the year to 31 December 2025 increased by £1,622,041 representing a increase of 5.2%.

Pre tax profit for the 12 months decreased by £444,326 to £1,708,450

Principal risks and uncertainties

Sinclair Finance & Leasing benefits from close commercial relationships with a number of key suppliers and customers. The wide and expanding spread of its customer base ensures that any loss of clientèle will have limited effect.

Sinclair Finance & Leasing devotes significant resources to supporting these relationships to ensure that they continue to operate as well in the future. The company is able to demonstrate its professionalism by achieving the ISO 9001 quality program together with the ISO 14001 environmental program and has embarked on the journey to obtain ISO 18001 Health & Safety program.

Price risk

The company operates in highly competitive markets. Significant product innovations, technical advances or the intensification of price competition could adversely affect the results for the company. Sinclair Finance & Leasing Company Ltd invests in significant training of its staff to ensure that the company is well placed to provide a choice for customers, to ensure that they are aware of their options and are satisfied with the level of service we provide. The company also continually work to streamline its cost base to ensure that it remains competitive.

Credit risk

The company has well established policies and procedures that require appropriate credit checks on potential customers before sales are made. The amount of exposure to any individual customer is subject to a limit which is reassessed annually by the company.

Liquidity risk

Effective management of cash and working capital is a key ongoing priority. The company has several credit facilities in place that are sufficient to ensure available funds for its operations; it retains headroom on all its credit lines, and future growth is expected from extended credit lines of current funders and working with new ones.

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:

Mr A J Sinclair - Director

13th May 2026

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 provision of hire purchase finance and contract hire for motor vehicles.

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.

Mr G S Sinclair

Mrs E K Sinclair

Mr A J Sinclair

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;

-	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.

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 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 company's auditors are aware of that information.

On behalf of the board:

Mr A J Sinclair - Director

13th May 2026

Opinion

We have audited the financial statements of Sinclair Finance and Leasing Company Limited (the 'company') for the year ended 31st December 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 to establish which areas of the business are most 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

Turnover

3

32,543,957

30,921,916

Cost of sales

(23,292,809

)

(20,352,019

)

Gross profit

9,251,148

10,569,897

Administrative expenses

(5,360,180

)

(5,709,520

)

3,890,968

4,860,377

Other operating income

11,283

9,536

Operating profit

6

3,902,251

4,869,913

Interest receivable and similar income

2,055

13,257

3,904,306

4,883,170

Interest payable and similar expenses

7

(2,195,856

)

(2,730,394

)

Profit before taxation

1,708,450

2,152,776

Tax on profit

8

(440,918

)

(167,988

)

Profit for the financial year

1,267,532

1,984,788

Other comprehensive income

-

-

Total comprehensive income for the year

1,267,532

1,984,788

Fixed assets

Tangible assets

9

17,180,812

18,249,319

Current assets

Stocks

10

1,990,179

2,666,984

Debtors

11

29,790,068

32,747,920

Cash at bank and in hand

1,569,700

1,822,937

33,349,947

37,237,841

Creditors

Amounts falling due within one year

12

(17,394,902

)

(18,761,907

)

Net current assets

15,955,045

18,475,934

Total assets less current liabilities

33,135,857

36,725,253

Creditors

Amounts falling due after more than one year

13

(15,915,187

)

(20,772,115

)

Net assets

17,220,670

15,953,138

Capital and reserves

Called up share capital

17

2

2

Retained earnings

18

17,220,668

15,953,136

Shareholders' funds

17,220,670

15,953,138

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:

Mr A J Sinclair - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st January 2024

2

13,968,348

13,968,350

Changes in equity

Total comprehensive income

-

1,984,788

1,984,788

Balance at 31st December 2024

2

15,953,136

15,953,138

Changes in equity

Total comprehensive income

-

1,267,532

1,267,532

Balance at 31st December 2025

2

17,220,668

17,220,670

Cash flows from operating activities

Cash generated from operations

1

10,388,118

11,670,979

Interest paid

(2,195,856

)

(2,730,394

)

Tax paid

(779,984

)

(2,128,209

)

Net cash from operating activities

7,412,278

6,812,376

Cash flows from investing activities

Purchase of tangible fixed assets

(6,439,639

)

(7,315,703

)

Sale of tangible fixed assets

4,344,801

6,577,623

Interest received

2,055

13,257

Net cash from investing activities

(2,092,783

)

(724,823

)

Cash flows from financing activities

New loans in year

(5,572,732

)

(5,605,374

)

Net cash from financing activities

(5,572,732

)

(5,605,374

)

(Decrease)/increase in cash and cash equivalents

(253,237

)

482,179

Cash and cash equivalents at beginning of year

2

1,822,937

1,340,758

Cash and cash equivalents at end of year

2

1,569,700

1,822,937

1.	Reconciliation of profit before taxation to cash generated from operations

2025

2024

£

£

Profit before taxation

1,708,450

2,152,776

Depreciation charges

3,158,799

3,592,826

Finance costs

2,195,856

2,730,394

Finance income

(2,055

)

(13,257

)

7,061,050

8,462,739

Decrease/(increase) in stocks

676,805

(880,726

)

Decrease in trade and other debtors

3,087,724

4,775,254

Decrease in trade and other creditors

(437,461

)

(686,288

)

Cash generated from operations

10,388,118

11,670,979

2.	Cash and cash equivalents

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

1,569,700

1,822,937

Year ended 31st December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

1,822,937

1,340,758

3.	Analysis of changes in net debt

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

1,822,937

(253,237

)

1,569,700

1,822,937

(253,237

)

1,569,700

Debt

Debts falling due within 1 year

(14,887,175

)

715,804

(14,171,371

)

Debts falling due after 1 year

(20,772,115

)

4,856,928

(15,915,187

)

(35,659,290

)

5,572,732

(30,086,558

)

Total

(33,836,353

)

5,319,495

(28,516,858

)

1.	Statutory information

Sinclair Finance and Leasing Company 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.

The financial statements have been prepared on a going concern basis. The Directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment.

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 value of used stocks are regularly reviewed by the Company. Such reviews will be 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 net realisable values.

New stock tends to require less provision but similar procedures are also carried out in order to ensure values at milestone points are shown correctly.

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

Turnover

Turnover represents amounts chargeable, net of value added tax, in respect of the provision of hire purchase finance, contract hire services and sales of motor vehicles.

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 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.

Lease income from operating leases (excluding amounts for services such as insurance and maintenance) is recognised as a profit or loss on a straight-line basis over the lease term. Income from services such as insurance and maintenance is deferred until the end of the lease contract and released to the profit and loss account along with costs incurred during the lease.

Interest receivable on finance lease agreements and contract purchase agreements is credited to the profit and loss over the estimated life of each contract using the effective interest method.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Freehold property

-

2% on cost

Fixtures and fittings

-

20% on cost

Motor vehicles

-

Over the lease life of the vehicle

Computer equipment

-

20% on cost

Stocks

Stock is valued at the lower of cost and net realisable value, after due regard for obsolete and slow moving stocks. Net realisable value is based on selling price less anticipated costs to completion and selling costs.

Hire purchase and leasing commitments

Assets held under finance leases, which are leases where substantially all the risks and rewards of ownership of the asset have passed to the company, are capitalised in the balance sheet as tangible fixed assets and are depreciated over their useful lives. The capital elements of future obligations under the leases are included as liabilities in the balance sheet. The interest element of the rental obligation is charged to the profit and loss account over the period of the lease and represents a constant proportion of the balance of capital repayments outstanding.

Assets held under hire purchase agreements are capitalised as tangible fixed assets and are depreciated over their useful lives. The capital element of future finance payments is included within creditors. Finance charges are allocated to accounting periods over the length of the contract.

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.

Accounting for leases by lessor

Finance leases

Amounts due under finance leases are included as a debtor at the amount of the net investment in the lease.

Lease payments receivable are apportioned between repayments of capital and interest so as to give a constant periodic rate of return on the net cash investment in the lease.

Operating leases

Assets held for use in operating leases are included as a separate category in fixed assets at cost and depreciated over their useful life.

Rental income from operating leases is recognised on a straight line basis over the term of the lease.

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

£

£

Used vehicle sales

22,133,351

19,974,660

Operating lease rentals

7,589,248

7,845,837

Hire purchase interest

2,740,798

2,994,868

Commission Received

80,560

106,551

32,543,957

30,921,916

4.	Employees and directors

2025

2024

£

£

Wages and salaries

961,698

921,211

Social security costs

113,839

91,793

Other pension costs

12,689

12,689

1,088,226

1,025,693

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

2025

2024

Directors

3

3

Managers, Supervisors

7

6

Clerical, Technicians, Salespersons

18

18

28

27

5.	Directors' emoluments

2025

2024

£

£

Directors' remuneration

-

-

6.	Operating profit

The operating profit is stated after charging:

2025

2024

£

£

Depreciation - owned assets

79,822

40,401

Depreciation - assets on hire purchase contracts or finance leases

3,083,523

3,552,425

Auditors' remuneration

5,600

5,600

Other non- audit services

1,400

1,400

7.

Interest payable and similar expenses

2025

2024

£

£

Bank loan interest

2,195,856

2,599,638

Other interest payable

-

130,756

2,195,856

2,730,394

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

570,790

631,851

Deferred tax

(129,872

)

(463,863

)

Tax on profit

440,918

167,988

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

1,708,450

2,152,776

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

427,113

538,194

Effects of:

Expenses not deductible for tax purposes

4,962

93,260

Depreciation in excess of capital allowances

-

442,317

Adjustments to tax charge in respect of previous periods

8,843

(441,920

)

Movement in Deferred tax provision

-

(463,863

)

change in tax rates

Total tax charge

440,918

167,988

9.	Tangible fixed assets

Fixtures

Freehold

and

Motor

Computer

property

fittings

vehicles

equipment

Totals

£

£

£

£

£

Cost

At 1st January 2025

980,962

99,196

26,767,796

59,582

27,907,536

Additions

-

11,625

6,427,337

677

6,439,639

Disposals

-

-

(8,009,241

)

-

(8,009,241

)

At 31st December 2025

980,962

110,821

25,185,892

60,259

26,337,934

Depreciation

At 1st January 2025

224,813

67,625

9,333,430

32,349

9,658,217

Charge for year

58,636

11,763

3,083,523

9,423

3,163,345

Eliminated on disposal

-

-

(3,664,440

)

-

(3,664,440

)

At 31st December 2025

283,449

79,388

8,752,513

41,772

9,157,122

Net book value

At 31st December 2025

697,513

31,433

16,433,379

18,487

17,180,812

At 31st December 2024

756,149

31,571

17,434,366

27,233

18,249,319

Fixed assets, included in the above, which are let under hire purchase contracts or finance leases are as follows: