REGISTERED NUMBER: 06283589 (England and Wales)

Swansea TPS Limited

Report of the Directors and

Financial Statements for the Year Ended 31st December 2025

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Statement of Comprehensive Income

5

Balance Sheet

6

Statement of Changes in Equity

7

Notes to the Financial Statements

8

Directors:

Mr G S Sinclair

Mr A J Sinclair

Registered office:

Sinclair Group

Old Field Road

Bocam Park

Pencoed

CF35 5LJ

Registered number:

06283589 (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 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 distribution of VW franchise parts.

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

Statement of directors' responsibilities

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors

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

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

On behalf of the board:

Mr A J Sinclair - Director

13th May 2026

Opinion

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

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 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; or

-	the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditors' responsibilities for the audit of the financial statements

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

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

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

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

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

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

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

- Challenging assumptions and judgements made by the company in relation to the significant accounting

estimates employed in the preparation of the financial statements;

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

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

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Clive Edwards (Senior Statutory Auditor)

for and on behalf of Menzies LLP, Statutory Auditors

5th Floor Hodge House

114-116 St Mary Street

Cardiff

CF10 1DY

15th May 2026

Turnover

3

953,562

976,144

Cost of sales

(727,338

)

(693,478

)

Gross profit

226,224

282,666

Administrative expenses

(167,516

)

(169,539

)

58,708

113,127

Other operating income

1,637

-

Operating profit and

Profit before taxation

60,345

113,127

Tax on profit

6

2,937

2,749

Profit for the financial year

63,282

115,876

Other comprehensive income

-

-

Total comprehensive income for the year

63,282

115,876

Fixed assets

Tangible assets

7

55,584

75,811

Current assets

Debtors

8

1,135,726

1,149,506

Cash at bank

269,506

178,295

1,405,232

1,327,801

Creditors

Amounts falling due within one year

9

(62,243

)

(64,196

)

Net current assets

1,342,989

1,263,605

Total assets less current liabilities

1,398,573

1,339,416

Provisions for liabilities

12

(8,481

)

(12,606

)

Net assets

1,390,092

1,326,810

Capital and reserves

Called up share capital

13

1

1

Retained earnings

1,390,091

1,326,809

Shareholders' funds

1,390,092

1,326,810

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

1

1,210,933

1,210,934

Changes in equity

Total comprehensive income

-

115,876

115,876

Balance at 31st December 2024

1

1,326,809

1,326,810

Changes in equity

Total comprehensive income

-

63,282

63,282

Balance at 31st December 2025

1

1,390,091

1,390,092

1.	Statutory information

Swansea TPS Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	Accounting policies

Basis of preparing the financial statements

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

Financial Reporting Standard 102 - reduced disclosure exemptions

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

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 33.7.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover represents amounts chargeable, net of value added tax, in respect of recharges and commissions earned.

The company recognises revenue when the amount of revenue and related cost can be reliably measured, it is probable that the collectability of the related debtor is reasonably assured and when the specific criteria for the company's activities are met.

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.

Computer equipment - 33% on cost and 20% on cost

Fixtures and fittings - 20% on cost and 10% on cost

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 Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

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.

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.

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

£

£

Repairs and Other Sales

953,562

976,144

953,562

976,144

4.	Employees and directors

2025

2024

£

£

Wages and salaries

632,602

616,555

Social security costs

74,328

58,675

Other pension costs

19,153

18,091

726,083

693,321

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

2025

2024

Sales

17

17

Administration

1

1

Supervisors

1

1

19

19

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

2025

2024

£

£

Directors' remuneration

-

-

5.	Operating profit

The operating profit is stated after charging:

2025

2024

£

£

Depreciation - owned assets

20,227

20,227

Auditors' remuneration

2,000

2,000

Other operating leases

44,600

44,600

6.

Taxation

Analysis of the tax credit

The tax credit on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

1,188

1,188

Deferred tax

(4,125

)

(3,937

)

Tax on profit

(2,937

)

(2,749

)

Reconciliation of total tax credit included in profit and loss

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

2025

2024

£

£

Profit before tax

60,345

113,127

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

15,086

28,282

Effects of:

Depreciation in excess of capital allowances

4,126

4,922

Deferred tax adjustment

(4,125

)

(3,937

)

changes in tax rates

Effects of Group Relief

(18,024

)

(32,016

)

Total tax credit

(2,937

)

(2,749

)

7.	Tangible fixed assets

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

Cost

At 1st January 2025

and 31st December 2025

275,416

42,438

317,854

Depreciation

At 1st January 2025

199,605

42,438

242,043

Charge for year

20,227

-

20,227

At 31st December 2025

219,832

42,438

262,270

Net book value

At 31st December 2025

55,584

-

55,584

At 31st December 2024

75,811

-

75,811

8.

Debtors: amounts falling due within one year

2025

2024

£

£

Trade debtors

94,382

88,157

Amounts owed by group undertakings

1,019,370

1,040,288

Prepayments

21,974

21,061

1,135,726

1,149,506

9.

Creditors: amounts falling due within one year

2025

2024

£

£

Trade creditors

2,530

8,770

Amounts owed to group undertakings

2,442

-

Tax

1,188

1,188

Social security and other taxes

1,080

-

VAT

44,716

42,607

Accrued expenses

10,287

11,631

62,243

64,196

10.	Leasing agreements

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

44,600

44,600

Between one and five years

66,900

111,500

111,500

156,100

The operating lease payments recognised as an expense during the year totalled £44,600 (2024: £44,600).

11.	Secured debts

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

12.	Provisions for liabilities

2025

2024

£

£

Deferred tax

8,481

12,606

Deferred

tax

£

Balance at 1st January 2025

12,606

Credit to Statement of Comprehensive Income during year

(4,125

)

Balance at 31st December 2025

8,481

13.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1

Ordinary

£1

1

1

14.	Pension commitments

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £19,153 (2024: £18,091).

15.	Related party disclosures

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

2025

2024

£

£

Related Party Sales

33,734

29,706

Amount due from related party

-

500

16.	Ultimate controlling party

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