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REGISTERED NUMBER: 04395583 (England and Wales)















Sinclair Motor Holdings Limited

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements for the Year Ended 31st December 2025






Sinclair Motor Holdings Limited (Registered number: 04395583)






Contents of the Consolidated Financial Statements
for the Year Ended 31st December 2025




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 6

Report of the Independent Auditors 9

Consolidated Income Statement 11

Consolidated Other Comprehensive Income 12

Consolidated Balance Sheet 13

Company Balance Sheet 14

Consolidated Statement of Changes in Equity 15

Company Statement of Changes in Equity 16

Consolidated Cash Flow Statement 17

Notes to the Consolidated Cash Flow Statement 18

Notes to the Consolidated Financial Statements 19


Sinclair Motor Holdings Limited

Company Information
for the Year Ended 31st December 2025







Directors: Mr G S Sinclair
Mr A J Sinclair



Registered office: Sinclair Group
Old Field Road
Bocam Park
Pencoed
CF35 5LJ



Registered number: 04395583 (England and Wales)



Auditors: Menzies LLP, Statutory Auditors
5th Floor Hodge House
114-116 St Mary Street
Cardiff
CF10 1DY



Bankers: Barclays Bank PLC
PO Box 10
Windsor Court
Cardiff
CF1 3WP



Solicitors: Acuity Legal
3 Assembly Square
Britannia Quay
Cardiff Bay
Cardiff
CF10 4PL

Sinclair Motor Holdings Limited (Registered number: 04395583)

Group Strategic Report
for the Year Ended 31st December 2025

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

Sinclair Motor Holdings Limited operates its core functions of retailing new cars, used cars, commercial vehicles, servicing (including repairs), bodyshop repairs, parts sales and fuel sales.

Review of business
31/12/2025 31/12/2024 31/12/2023 31/12/2022
Turnover £703,540,727 £674,140,351 £637,850,910 £559,515,180
Profit before tax £2,728,171 £4,380,641 £8,476,308 £12,657,423
Total equity £67,186,478 £66,710,164 £63,535,357 £57,452,587

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 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 Motor Holdings Limited (Registered number: 04395583)

Group 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 Motor Holdings Limited (Registered number: 04395583)

Group 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 Motor Holdings 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 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're 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 investment 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 businesses 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.

The group is to continue investing in training all staff for the purpose of meeting its long term goal of growth through the provision of excellent customer service.

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 competition law. Our business model prioritises 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 local 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.


Sinclair Motor Holdings Limited (Registered number: 04395583)

Group Strategic Report
for the Year Ended 31st December 2025

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

Sinclair Motor Holdings Limited (Registered number: 04395583)

Report of the Directors
for the Year Ended 31st December 2025

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

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

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

Future developments
The Group's focus for the future is to organically grow the business, along with its franchise partners, and to progress acquisitions where opportunities arise.

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
Mr 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 gasses. 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 14,642,9820 3,297

Sinclair Motor Holdings Limited (Registered number: 04395583)

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 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.

Sinclair Motor Holdings Limited (Registered number: 04395583)

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 group'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 group's auditors are aware of that information.

On behalf of the board:





Mr A J Sinclair - Director


13th May 2026

Report of the Independent Auditors to the Members of
Sinclair Motor Holdings Limited

Opinion
We have audited the financial statements of Sinclair Motor Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 31st December 2025 and of the group's 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 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 directors are responsible for the other information. The other information comprises the information in the Group 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 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.

Report of the Independent Auditors to the Members of
Sinclair Motor Holdings Limited


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

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 Motor Holdings Limited (Registered number: 04395583)

Consolidated
Income Statement
for the Year Ended 31st December 2025

2025 2024
Notes £    £   

Turnover 3 703,540,727 674,140,351

Cost of sales (646,095,996 ) (619,532,086 )
Gross profit 57,444,731 54,608,265

Administrative expenses (51,769,231 ) (47,191,279 )
5,675,500 7,416,986

Other operating income 1,014,011 808,465
Operating profit 5 6,689,511 8,225,451


Interest payable and similar expenses 6 (3,961,340 ) (3,844,810 )
Profit before taxation 2,728,171 4,380,641

Tax on profit 7 (1,051,857 ) (1,205,834 )
Profit for the financial year 1,676,314 3,174,807
Profit attributable to:
Owners of the parent 1,593,989 3,147,810
Non-controlling interests 82,325 26,997
1,676,314 3,174,807

Sinclair Motor Holdings Limited (Registered number: 04395583)

Consolidated
Other Comprehensive Income
for the Year Ended 31st December 2025

2025 2024
Notes £    £   

Profit for the year 1,676,314 3,174,807


Other comprehensive income - -
Total comprehensive income for the year 1,676,314 3,174,807

Total comprehensive income attributable to:
Owners of the parent 3,295,872 3,147,810
Non-controlling interests (1,619,558 ) 26,997
1,676,314 3,174,807

Sinclair Motor Holdings Limited (Registered number: 04395583)

Consolidated Balance Sheet
31st December 2025

2025 2024
Notes £    £   
Fixed assets
Intangible assets 9 3,837,500 1,937,500
Tangible assets 10 49,148,472 47,685,328
Investments 11 20,000 20,000
53,005,972 49,642,828

Current assets
Stocks 12 145,326,183 100,288,380
Debtors 13 25,778,599 16,186,892
Cash at bank 6,420,788 10,084,999
177,525,570 126,560,271
Creditors
Amounts falling due within one year 14 (162,486,091 ) (108,638,716 )
Net current assets 15,039,479 17,921,555
Total assets less current liabilities 68,045,451 67,564,383

Provisions for liabilities 18 (858,973 ) (854,219 )
Net assets 67,186,478 66,710,164

Capital and reserves
Called up share capital 19 30,005 30,030
Capital redemption reserve 20 23,025 23,000
Retained earnings 20 67,133,448 65,037,576
Shareholders' funds 67,186,478 65,090,606

Non-controlling interests 21 - 1,619,558
Total equity 67,186,478 66,710,164

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


Sinclair Motor Holdings Limited (Registered number: 04395583)

Company Balance Sheet
31st December 2025

2025 2024
Notes £    £   
Fixed assets
Intangible assets 9 - -
Tangible assets 10 - -
Investments 11 7,795,875 7,795,875
7,795,875 7,795,875

Current assets
Debtors 13 2,474,146 2,474,146
Cash at bank 2,697 2,697
2,476,843 2,476,843
Creditors
Amounts falling due within one year 14 (8,908,424 ) (8,908,424 )
Net current liabilities (6,431,581 ) (6,431,581 )
Total assets less current liabilities 1,364,294 1,364,294

Capital and reserves
Called up share capital 19 30,030 30,030
Retained earnings 1,334,264 1,334,264
Shareholders' funds 1,364,294 1,364,294

Company's profit for the financial year - -

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


Sinclair Motor Holdings Limited (Registered number: 04395583)

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

Called up Capital
share Retained redemption
capital earnings reserve
£    £    £   
Balance at 1st January 2024 30,030 61,889,766 23,000

Changes in equity
Profit for the year - 3,147,810 -
Total comprehensive income - 3,147,810 -
Total transactions with owners,
recognised directly in equity

-

-

-
Balance at 31st December 2024 30,030 65,037,576 23,000

Changes in equity
Profit for the year - 1,593,989 -
Share buyback / NCI adjustment - 501,883 25
Total comprehensive income - 2,095,872 25
Issue of share capital (25 ) - -
Total transactions with owners,
recognised directly in equity

(25

)

-

-
Balance at 31st December 2025 30,005 67,133,448 23,025
Non-controlling Total
Total interests equity
£    £    £   
Balance at 1st January 2024 61,942,796 1,592,561 63,535,357

Changes in equity
Profit for the year 3,147,810 26,997 3,174,807
Total comprehensive income 3,147,810 26,997 3,174,807
Total transactions with owners,
recognised directly in equity

-

-

-
Balance at 31st December 2024 65,090,606 1,619,558 66,710,164

Changes in equity
Profit for the year 1,593,989 82,325 1,676,314
Share buyback / NCI adjustment 501,908 (1,701,883 ) (1,199,975 )
Total comprehensive income 2,095,897 (1,619,558 ) 476,339
Issue of share capital (25 ) - (25 )
Total transactions with owners,
recognised directly in equity

(25

)

-

(25

)
Balance at 31st December 2025 67,186,478 - 67,186,478

Sinclair Motor Holdings Limited (Registered number: 04395583)

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

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1st January 2024 30,030 1,334,264 1,364,294

Changes in equity
Balance at 31st December 2024 30,030 1,334,264 1,364,294

Changes in equity
Balance at 31st December 2025 30,030 1,334,264 1,364,294

Sinclair Motor Holdings Limited (Registered number: 04395583)

Consolidated Cash Flow Statement
for the Year Ended 31st December 2025

2025 2024
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 6,032,354 14,120,057
Interest paid (3,961,340 ) (3,844,810 )
Tax paid (1,592,537 ) (1,164,146 )
Net cash from operating activities 478,477 9,111,101

Cash flows from investing activities
Purchase intangible fixed assets (3,000,000 ) -
Purchase tangible fixed assets (3,741,960 ) (4,456,689 )
Sale of tangible fixed assets 65,190 2,252,471
Net cash from investing activities (6,676,770 ) (2,204,218 )

Cash flows from financing activities
Amount introduced by directors 162,378 -
Share issue (25 ) -
Movements in overdraft (1,260,404 ) -
Net cash from financing activities (1,098,051 ) -

(Decrease)/increase in cash and cash equivalents (7,296,344 ) 6,906,883
Cash and cash equivalents at beginning
of year

2

10,045,626

3,138,743

Cash and cash equivalents at end of year 2 2,749,282 10,045,626

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31st December 2025

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

2025 2024
£    £   
Profit before taxation 2,728,171 4,380,641
Depreciation charges 2,239,225 2,143,419
(Profit)/loss on disposal of fixed assets (25,599 ) 766
Amortisation 1,100,000 750,000
Finance costs 3,961,340 3,844,810
10,003,137 11,119,636
Increase in stocks (45,037,803 ) (5,014,049 )
(Increase)/decrease in trade and other debtors (10,199,252 ) 920,936
Increase in trade and other creditors 51,266,272 7,093,534
Cash generated from operations 6,032,354 14,120,057

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 6,420,788 10,084,999
Bank overdrafts (3,671,506 ) (39,373 )
2,749,282 10,045,626
Year ended 31st December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 10,084,999 6,777,743
Bank overdrafts (39,373 ) (3,639,000 )
10,045,626 3,138,743


3. Analysis of changes in net funds

At 1.1.25 Cash flow At 31.12.25
£    £    £   
Net cash
Cash at bank 10,084,999 (3,664,211 ) 6,420,788
Bank overdrafts (39,373 ) (3,632,133 ) (3,671,506 )
10,045,626 (7,296,344 ) 2,749,282
Total 10,045,626 (7,296,344 ) 2,749,282

Sinclair Motor Holdings Limited (Registered number: 04395583)

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

1. Statutory information

Sinclair Motor Holdings 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.

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 group financial statements consolidate the financial statements of the parent company and its subsidiaries for the year ended 31 December 2024. No profit and loss account is presented for the company as permitted by Section 408 of the Companies Act 2006.

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.

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.

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated 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 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 is the difference between the fair value of consideration paid for an acquired entity and the aggregate of the fair value of that entity's identifiable assets and liabilities.

Positive goodwill is capitalised, classified as an asset on the balance sheet and amortised on a straight line basis over its useful economic life. It is reviewed for impairment at the end of the first full financial year following the acquisition and in other years if events or changes in circumstances indicate that the carrying value may not be recoverable.

The goodwill purchased in 2022 is being amortised over its useful economic life of 5 years. There was another business acquisition this year and a 5 year amortisation was deemed appropriate for the goodwill on this transaction.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

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 the shorter.

Freehold buildings-2% on cost
Long / short leasehold property-amortised over the term of the lease
Improvements to property-15 years on cost
Plant and machinery-10% to 33.3% on cost
Motor vehicles-20% on cost
Computer equipment-10% to 33.3% on cost
Fixtures and Fittings-10% to 20% 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 group 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.

Parts stocks are stated at the lower of cost and estimated selling price. Cost is determined using the First in, First Out (FIFO) method.

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2025

2. Accounting policies - continued

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 the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the 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. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve
months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months
after the reporting date, they are presented as non-current liabilities.

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

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, 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.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2025

2. Accounting policies - continued

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 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 he 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.

3. Turnover

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

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

2025 2024
£    £   
Sales of new vehicles 317,069,530 319,138,817
Sales of used vehicles 312,676,412 287,339,439
Repairs and other sales 73,794,785 67,662,095
703,540,727 674,140,351

4. Employees and directors
2025 2024
£    £   
Wages and salaries 37,355,427 35,442,236
Social security costs 3,744,672 3,256,462
Other pension costs 1,145,032 1,004,884
42,245,131 39,703,582

The average number of employees during the year was as follows:
2025 2024

Service 375 337
Sales 272 271
Admin 109 108
Parts 67 63
Body and paint 42 40
Supervisors 14 13
Directors 3 3
882 835

Key management, a group which comprises 13 individuals, received emoluments totalling £1,968,721 (2024:£3,062,733) for their services to the Sinclair Motor Holdings Group.

2025 2024
£    £   
Directors' remuneration 334,667 892,543

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2025

4. Employees and directors - continued

Information regarding the highest paid director is as follows:
2025 2024
£    £   
Emoluments etc 283,640 574,412

5. Operating profit

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

2025 2024
£    £   
Hire of plant and machinery 258,880 243,818
Depreciation - owned assets 2,239,225 2,143,419
(Profit)/loss on disposal of fixed assets (25,599 ) 766
Goodwill amortisation 1,100,000 750,000
Auditors' remuneration 59,750 56,500
Auditors' remuneration for non audit work 16,000 16,000
Other operating leases 608,253 608,253

6. Interest payable and similar expenses
2025 2024
£    £   
Bank loan interest (434,977 ) (256,534 )
Stocking interest 4,396,317 4,101,344
3,961,340 3,844,810

7. 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 1,045,159 1,179,131

Deferred tax 6,698 26,703
Tax on profit 1,051,857 1,205,834

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2025

7. Taxation - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025 2024
£    £   
Profit before tax 2,728,171 4,380,641
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2024 - 25 %)

682,043

1,095,160

Effects of:
Expenses not deductible for tax purposes 71,479 44,083
Income not taxable for tax purposes - (185 )
Capital allowances in excess of depreciation (42,477 ) -
Depreciation in excess of capital allowances - 184,429
Adjustments to tax charge in respect of previous periods (179,334 ) (305,024 )
Profit on disposal of assets (3,271 ) -

Group relief (8,603 ) 31,747
Accelerated capital allowances 184,293 (31,111 )
Change in tax rate - (198 )
Profit on disposal of asset - (192 )
Amortisation 275,000 187,500

Marginal Relief - (375 )
Corporate interest restriction 72,727 -
Total tax charge 1,051,857 1,205,834

8. Individual income statement

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


9. Intangible fixed assets

Group
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

The goodwill additions in the year relate to the purchase of trade and assets of Jaguar Land Rover sites in Cardiff and Newport.

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2025

10. Tangible fixed assets

Group
Fixtures
Freehold Plant and and
property machinery fittings
£    £    £   
Cost
At 1st January 2025 49,037,083 6,974,778 5,657,206
Additions 1,890,639 435,478 975,122
Disposals - (1,588,839 ) (1,008,635 )
At 31st December 2025 50,927,722 5,821,417 5,623,693
Depreciation
At 1st January 2025 6,444,712 4,539,264 3,753,182
Charge for year 967,151 444,245 444,819
Eliminated on disposal - (1,588,875 ) (1,008,635 )
At 31st December 2025 7,411,863 3,394,634 3,189,366
Net book value
At 31st December 2025 43,515,859 2,426,783 2,434,327
At 31st December 2024 42,592,371 2,435,514 1,904,024

Motor Computer
vehicles equipment Totals
£    £    £   
Cost
At 1st January 2025 430,193 2,116,083 64,215,343
Additions 128,133 312,588 3,741,960
Disposals (164,717 ) (861,382 ) (3,623,573 )
At 31st December 2025 393,609 1,567,289 64,333,730
Depreciation
At 1st January 2025 167,352 1,625,505 16,530,015
Charge for year 74,298 308,712 2,239,225
Eliminated on disposal (125,090 ) (861,382 ) (3,583,982 )
At 31st December 2025 116,560 1,072,835 15,185,258
Net book value
At 31st December 2025 277,049 494,454 49,148,472
At 31st December 2024 262,841 490,578 47,685,328

11. Fixed asset investments

Group
Unlisted
investments
£   
Cost
At 1st January 2025
and 31st December 2025 20,000
Net book value
At 31st December 2025 20,000
At 31st December 2024 20,000

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2025

11. Fixed asset investments - continued

Company
Shares in
group
undertakings
£   
Cost
At 1st January 2025
and 31st December 2025 7,795,875
Net book value
At 31st December 2025 7,795,875
At 31st December 2024 7,795,875


The company's investments at the balance sheet date in the share capital of its subsidiaries are as follows:


Class of
shares held

% Holding

Sinclair Garages (Port Talbot) Limited Ordinary 100
Sinclair Garages (Newport) Limited Ordinary 100
Sinclair Garages (Cardiff) Limited Ordinary 100
Swansea TPS Limited Ordinary 100
Sinclair Garages (Swansea) Limited Ordinary 100

Sinclair Garages (Port Talbot) Limited has investments in the share capital of its subsidiaries as follows:

Sinclair Garages Limited Ordinary 100
Sinclair Garages (Bridgend) Limited Ordinary 100

Sinclair Garages (Swansea) Limited has investments in the share capital of its subsidiaries as follows:

Shukers Limited Ordinary 100
Cambrian Garages Limited Ordinary 100
Cambrian Garages Limited Preference 100

All of the subsidiaries above were incorporated in England and Wales.

The principal activities of these was the retailing of motor vehicles and related activities in the motor trade.
The registered address of all subsidiaries is shared with Sinclair Motor Holdings and can be found on the General Information page.

12. Stocks

Group
2025 2024
£    £   
Fully paid new vehicles 14,560,428 4,500,044
New vehicles on consignment 61,468,002 32,910,099
Used vehicles 64,564,934 58,832,039
Oil, fuel and spares 4,732,819 4,046,198
145,326,183 100,288,380

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2025

13. Debtors: amounts falling due within one year

Group Company
2025 2024 2025 2024
£    £    £    £   
Trade debtors 12,354,108 8,494,680 - -
Amounts owed by group undertakings - - 2,375,293 2,375,293
Other debtors 6,694,930 4,518,480 78,553 78,553
Tax 700,000 1,301,320 - -
VAT 1,743,478 - - -
Prepayments 4,286,083 1,872,412 20,300 20,300
25,778,599 16,186,892 2,474,146 2,474,146

14. Creditors: amounts falling due within one year

Group Company
2025 2024 2025 2024
£    £    £    £   
Bank loans and overdrafts (see note 15) 3,671,506 39,373 - -
Trade creditors 92,726,487 69,165,179 - -
Due in respect of new vehicles 61,468,002 32,910,099 - -
Amounts owed to group undertakings - - 8,908,424 8,908,424
Tax 1,045,159 1,487,714 - -
Social security and other taxes 126,166 83,155 - -
VAT - 1,785,847 - -
Directors' current accounts 162,378 - - -
Accruals and deferred income 3,286,393 3,167,349 - -
162,486,091 108,638,716 8,908,424 8,908,424

15. Loans

An analysis of the maturity of loans is given below:

Group
2025 2024
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts 3,671,506 39,373

16. Leasing agreements

Minimum lease payments fall due as follows:

Group
Non-cancellable
operating leases
2025 2024
£    £   
Within one year 487,500 487,500
Between one and five years 1,002,500 1,490,000
1,490,000 1,977,500

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2025

17. Secured debts

The following secured debts are included within creditors:

Group
2025 2024
£    £   
Bank overdrafts 3,671,506 39,373
Consignment stock creditors 70,648,888 32,910,099
74,320,394 32,949,472

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

The overdraft facility is secured by means of a first legal charge on the following properties:

Mercedes Benz, Cardiff Gate Business Park, Mulberry Drive, Cardiff CF23 8RS
Mercedes Benz, Old Field Road, Pencoed, Bridgend CF35 5LJ
Mercedes Benz, Langdon Road, Swansea SA1 8QY

18. Provisions for liabilities

Group
2025 2024
£    £   
Deferred tax 858,973 854,219

Group
Deferred
tax
£   
Balance at 1st January 2025 854,219
Charge to Income Statement during year 4,754
Accelerated Capital allowances
Balance at 31st December 2025 858,973

19. Called up share capital

Allotted, issued and fully paid:

Number: Class: Nominal Value: 2023 2022
£ £
30,030 Ordinary 1 30.030 30.030

20. Reserves

Group
Capital
Retained redemption
earnings reserve Totals
£    £    £   

At 1st January 2025 65,037,576 23,000 65,060,576
Profit for the year 1,593,989 1,593,989
Purchase of own shares 501,883 25 501,908
At 31st December 2025 67,133,448 23,025 67,156,473

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2025

20. Reserves - continued

Company
Retained
earnings
£   

At 1st January 2025 1,334,264
Profit for the year -
At 31st December 2025 1,334,264

During the year, Sinclair Garages (Bridgend) Limited purchased and cancelled 25 ordinary shares of £1 each for a total of £1,200,000. The nominal value of the shares cancelled has been transferred to a capital redemption reserve in accordance with the Companies Act 2006. The excess of the purchase price over the nominal value has been charged to the profit and loss account reserve. These amendments are shown in the Statement of Changes in Equity note.

21. Non-controlling interests

Profits relating to Minority Interests in Sinclair Garages (Bridgend) Limited during the year were £82,325 (2024: £26,997).

During the year dividends of £nil were paid to the minority interest (2024 - £nil).

As at 31 December 2025 net assets in relation to Minority Interests were £Nil (2024: £1,619,558). The Non-Controlling Interest shares were bought back by Sinclair Garages Bridgend Limited and during the year and cancelled, see note 20 for detail.

22. Pension commitments

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £1,145,032 (2024: £986,793).

23. Contingent liabilities

There is a guarantee due to VWFS (UK) Limited by Sinclair Garages Limited, Sinclair Garages (Bridgend) Limited, Sinclair Garages (Cardiff) Limited and Sinclair Garages (Port Talbot) Limited in respect of new vehicles on consignment which at 31 December 2025 amounted to £28,615,246 (2024: £37,826,445).

24. Related party disclosures

Entities over which the entity has control, joint control of significant influence

2025 2024
£ £
Sales 7,709,822 7,049,981
Purchases 875,718 142,398
Amounts due from related party 1,874 83,111
Amounts due to related party - 119

25. Ultimate controlling party

The ultimate controlling party is G S Sinclair.