Company Registration No. 02762560 (England and Wales)
CICELEY COMMERCIALS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PM+M Solutions for Business LLP
Chartered Accountants
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
CICELEY COMMERCIALS LIMITED
COMPANY INFORMATION
Directors
B Morgan
R Morgan
S Wilson
A Heys
J Ramsay
(Appointed 31 March 2025)
Company number
02762560
Registered office
Ciceley Lane
Blackburn
Lancashire
BB1 1HQ
Auditor
PM+M Solutions for Business LLP
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
CICELEY COMMERCIALS LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Notes to the financial statements
14 - 24
CICELEY COMMERCIALS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Business Review

The Directors are pleased with the 2025 performance of Ciceley Commercials Ltd in what has been a more challenging trading environment for the commercial vehicle sector. Turnover decreased from £197.9 million in 2024 to £136.6 million in 2025, reflecting lower new and used vehicle sales volumes following the exceptionally strong prior year. Despite this reduction in turnover, the Company delivered a stronger gross profit margin of 12.81% compared with 10.59% in 2024, demonstrating continued focus on margin a , aftersales performance and operational discipline. Operating profit remained positive at £1.8 million and profit before taxation was £1.3 million for the year.

The Company remains one of the leading Mercedes-Benz Commercial Vehicle Dealers and continues to maintain a strong reputation for customer service, operational resilience and brand representation. The Directors are proud of the business' continued performance following the completion of the extensive Mercedes-Benz Corporate Identity refurbishment programme across its sites, which has enhanced both the customer experience and the working environment for employees.

Ciceley has continued to invest in its staff, facilities, systems and site security and remains committed to providing a high level of customer experience. The Company continues to promote the electrification of commercial vehicles and to support customers as the market transitions to lower-emission transport solutions. The previous investment in increased electrical capacity and vehicle charging infrastructure across the sites remains an important part of the Company's readiness for future vehicle technology and supports both Mercedes-Benz Truck and Van customers.

ESG continues to be strategically important to the Directors of Ciceley. In addition to supporting vehicle electrification, the Group's investment in solar panels, battery storage and charging infrastructure demonstrates a long-term commitment to reducing environmental impact where practical. The Company also remains proud of its biodiversity initiatives, including the installation of beehives at two sites, which support local habitats and reinforce the Group's wider commitment to people, customers and the environment.

During 2025 the Company continued to progress its planned expansion into Scotland through the development of a new Daimler Truck dedicated dealership at Eurocentral. Land for the development was acquired in October 2025 and construction of the new six-bay dealership commenced in November 2025. The development reflects Ciceley’s long-term confidence in the Daimler Truck commercial vehicle franchise and its commitment to improving customer support for operators in Scotland. Completion of the building and opening for operations are expected in October 2026, representing an important strategic growth opportunity for the Group.

Going Concern Disclosure

The Company has sufficient financial resources and has no current requirement for borrowing facilities due to its good liquidity position. As well as selling and maintaining a high quality, desirable product in respect of Mercedes-Benz Commercial Vehicles, there is an excellent working relationship with Mercedes-Benz. As a consequence, the directors believe that the company is well placed to manage the business risks under an improving economic climate.

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

CICELEY COMMERCIALS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Principal risks and uncertainties

The dealership operates in a dynamic and competitive automotive market, and as such, is exposed to a range of risks and uncertainties that could impact its performance and strategic objectives. Key risks include fluctuations in consumer demand due to economic conditions, interest rates, and fuel prices, which may affect van sales volumes. Regulatory changes, including emissions standards and electric vehicle (EV) mandates, may require significant investment in infrastructure and staff training to support the transition to electric vans. Additionally, the dealership faces competitive pressures from both traditional and emerging market players, including online vehicle retailers. Cybersecurity threats and data protection compliance also remain critical, given the increasing reliance on digital platforms for sales and customer engagement. The business actively monitors these risks and implements mitigation strategies, including inventory management, staff development, and close collaboration with Mercedes-Benz UK.

Interest rate risk

The Group does not make use of overdraft facilities and uses instant access deposit accounts to service short term cash flow requirements. There is no risk from borrowings that are affected by changes to interest rates.

Liquidity risk

The Group makes efforts to manage the financial risk by the monitoring of cash flow to ensure that the Group is able to meet its foreseeable debts as they fall due and to invest any cash assets profitably.

Credit risk

The principal credit risk of the Group arises from its trade debtors. In order to manage this credit risk, the management set credit limits for customers based on a combination of third party credit references and payment history. These credit limits are reviewed monthly by the Directors along with aged debt.

Key performance indicators

Turnover decreased in 2025 by 31.0% to £136.6 million, having increased in 2024 by 27.2% to £197.9 million from £155.6 million in 2023. Gross profit decreased by 16.5% to £17.5 million, although the gross profit margin improved to 12.81% compared with 10.59% in 2024.

Operating profit was £1.8 million in 2025 compared with £3.2 million in 2024. Profit before taxation was £1.3 million, with the net profit before tax margin reducing to 0.98% from 1.66% in 2024. The Directors consider this to be a resilient result given the reduction in vehicle sales turnover and the wider market conditions affecting the sector.

The Company continues to have a strong balance sheet and generated a profit after tax of £956k in 2025. Net assets at 31 December 2025 were £4.9 million after the payment of dividends of £3.5 million during the year. Stock reduced from £46.2 million to £42.6 million, while cash at bank and in hand remained positive at £5.7 million. Trade debtor days continued to be managed at a low level and the Company remains focused on cash management, working capital control and maintaining sufficient liquidity to support its ongoing operations and strategic investment plans.

CICELEY COMMERCIALS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Section 172 Statement

Stakeholder engagement

The s172 duty of the Companies Act 2016 requires directors to run the company for the benefit of its shareholders as a whole and in doing so the board should take into account the long-term impact of any decision, maintaining stakeholder relationships, the external impact of its activities and maintaining a reputation for high standards of business conduct. The following information sets out the ways in which these responsibilities are met.

Ciceley is very proud of its heritage as a privately-owned family run business. Three generations of the Morgan family are actively involved in the running of the business along with a Board of four Operational Directors who have a combined experience of 100 years in the Mercedes-Benz Commercial Vehicle Industry. This team of Directors meet regularly to discuss short, medium, and long-term objectives with regards to land and facilities, employees, customers, suppliers, marketing and opportunities for growth and development. The key objective is to carry on the success that Ciceley has earned as one of the top performing Mercedes-Benz Commercial Vehicle Dealers over the last decade.

Outlined below is how we engage with the key stakeholders that play a part in this success:

Employees

The employees at Ciceley are our most important asset and we encourage their engagement in the success of the Company through profit sharing and bonus schemes to reward performance in addition to industry leading pay rates. The experience and knowledge of our employees is paramount in the success of the Company and as such retention of staff is a key KPI for the stakeholders in the business.

The safety and wellbeing of our employees is of paramount importance to us with regular communication through newsletters and management of the extensive support that is available from the Company. A new manager with the responsibility for HR and Facilities was recruited in 2022 to further enhance and develop the wellbeing, development, and overall happiness at work of our employees.

Mercedes-Benz offer a comprehensive range of training courses across all areas of the business which all employees are sent on to help them keep up to date with the latest vehicle technology and developments in their area of expertise. In house training courses are also provided on a broad range of subjects such as Competition Law, The Bribery Act and Cyber Security.

As noted in the Business Review, we spend a significant amount of money in constantly updating our facilities, along with all the equipment required to allow our employees to carry out their duties to a very high standard.

CICELEY COMMERCIALS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

Business relationship with customers and suppliers

We invest heavily in the latest technology throughout our business so that we can continue to offer quality products at short lead times. Our customers value our high degree of expertise, reliability and value for money offerings. We have built a reputation for fair dealings in our interaction with both customers and suppliers alike.

Ciceley has an excellent relationship with Mercedes-Benz Vans and Mercedes-Benz Trucks. The Directors and management team are much respected members of the Dealer community, our advice being frequently sought by the manufacturer in terms of how their own policies would influence the network and we continue to support MBV and MBT with After Sales initiatives, many on behalf of other Dealers who lack the resource or fail to effect service measures and/​or breakdown recovery in a timely manner.

Future Developments The Group is in a strong position financially and is capable of funding any acquisitions or growth developments should the opportunities arise.

On behalf of the board

R Morgan
Director
24 July 2026
CICELEY COMMERCIALS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of a Mercedes Benz and Fuso commercial vehicles dealer.

Results and dividends

The results for the year are set out on page 11.

Ordinary dividends were paid amounting to £3,500,000. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

B Morgan
R Morgan
M Lewis
(Resigned 22 January 2025)
S Wilson
A Heys
J Ramsay
(Appointed 31 March 2025)
Auditor

The auditor, PM+M Solutions for Business LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

Pursuant to the Streamlined Energy and Carbon Reporting (SECR) regulations, the company has been exempted from preparing a separate energy and carbon report. The relevant energy and carbon information is included in the group report of a parent company, Ciceley Limited, which covers the same financial year as ours.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

CICELEY COMMERCIALS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -

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 of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
R Morgan
Director
24 July 2026
CICELEY COMMERCIALS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF CICELEY COMMERCIALS LIMITED
- 7 -
Opinion

We have audited the financial statements of Ciceley Commercials Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 31 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 Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

CICELEY COMMERCIALS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF CICELEY COMMERCIALS LIMITED (CONTINUED)
- 8 -
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 identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which 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 directors' r esponsibilities s tatement, 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 is 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.

Auditor's 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 an auditor's report 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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

CICELEY COMMERCIALS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF CICELEY COMMERCIALS LIMITED (CONTINUED)
- 9 -

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have considered the following:

- the nature of the industry and sector, control environment and business performance including the design of the Company's remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;

- results of our enquiries of management about their own identification and assessment of the risks of irregularities;

- the matters discussed among the audit engagement team and relevant specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud;

- a ny matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to:

  - identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

  - detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

  - the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: timing of recognition of commercial income, posting of unusual journals and complex transactions; and manipulating the Company's performance profit measures and other key performance indicators to meet remuneration targets and externally communicated targets. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act, employment law, health and safety regulations, pensions legislation and tax legislation.

Audit response to risks identified

Our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- enquiring of management concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and

- in addressing the identified risks of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

CICELEY COMMERCIALS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF CICELEY COMMERCIALS LIMITED (CONTINUED)
- 10 -

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report 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 member, for our audit work, for this report, or for the opinions we have formed.

Chris Read FCCA (Senior Statutory Auditor)
For and on behalf of PM+M Solutions for Business LLP, Statutory Auditor
Chartered Accountants
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
27 July 2026
CICELEY COMMERCIALS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
2025
2024
Notes
£
£
Turnover
3
136,583,098
197,868,897
Cost of sales
(119,083,875)
(176,908,394)
Gross profit
17,499,223
20,960,503
Distribution costs
(10,599,886)
(12,418,827)
Administrative expenses
(5,071,498)
(5,334,692)
Operating profit
4
1,827,839
3,206,984
Interest receivable and similar income
8
597,630
1,380,058
Interest payable and similar expenses
9
(1,092,074)
(1,297,496)
Profit before taxation
1,333,395
3,289,546
Tax on profit
10
(377,074)
(909,379)
Profit for the financial year
956,321
2,380,167

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

The notes on pages 14 to 24 form part of these financial statements.

CICELEY COMMERCIALS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 12 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
13
2,432,438
2,585,480
Current assets
Stocks
15
42,601,858
46,192,482
Debtors
14
8,307,664
6,965,458
Cash at bank and in hand
5,661,505
13,178,199
56,571,027
66,336,139
Creditors: amounts falling due within one year
16
(53,612,443)
(60,913,089)
Net current assets
2,958,584
5,423,050
Total assets less current liabilities
5,391,022
8,008,530
Provisions for liabilities
Deferred tax liability
17
474,360
548,189
(474,360)
(548,189)
Net assets
4,916,662
7,460,341
Capital and reserves
Called up share capital
19
250,000
250,000
Profit and loss reserves
4,666,662
7,210,341
Total equity
4,916,662
7,460,341
The financial statements were approved by the board of directors and authorised for issue on 24 July 2026 and are signed on its behalf by:
R Morgan
Director
Company registration number 02762560 (England and Wales)
CICELEY COMMERCIALS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2024
250,000
6,830,174
7,080,174
Year ended 31 December 2024:
Profit and total comprehensive income
-
2,380,167
2,380,167
Dividends
11
-
(2,000,000)
(2,000,000)
Balance at 31 December 2024
250,000
7,210,341
7,460,341
Year ended 31 December 2025:
Profit and total comprehensive income
-
956,321
956,321
Dividends
11
-
(3,500,000)
(3,500,000)
Balance at 31 December 2025
250,000
4,666,662
4,916,662
CICELEY COMMERCIALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
1
Accounting policies
Company information

Ciceley Commercials Limited is a private company limited by shares incorporated in England and Wales. The registered office is Ciceley Lane, Blackburn, Lancashire, BB1 1HQ.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Ciceley Limited. These consolidated financial statements are available from its registered office, Ciceley Lane, Blackburn, Lancashire, BB1 1HQ.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Revenue comprises amounts recognised by the c ompany in respect of goods and services supplied during the period, exclusive of Value Added Tax and trade discounts.

The revenue streams of the business remain sale of motor vehicles supply of parts and accessories, and provision of service and repair facilities.

Revenue from the sale of motor vehicles represent the fair value of consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. Revenue is recognised at a single point in time when control has been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods.

Revenue from the sale of parts and accessories is recognised at a single point in time when control is transferred to the buyer, being the point of delivery or collection of goods.

CICELEY COMMERCIALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.4
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment
15-20% straight line
Fixtures and fittings
15-20% straight line
Office equipment
33% straight line
Motor vehicles
25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.7
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

CICELEY COMMERCIALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

CICELEY COMMERCIALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

CICELEY COMMERCIALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

During the financial year, there were no significant judgments or key sources of estimation uncertainty.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Motor vehicle dealership
136,583,098
197,868,897
2025
2024
£
£
Turnover analysed by geographical market
UK
136,583,098
197,868,897
CICELEY COMMERCIALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
3
Turnover and other revenue
(Continued)
- 19 -
2025
2024
£
£
Other revenue
Interest income
597,630
1,380,058
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Depreciation of tangible fixed assets
848,863
766,582
Profit on disposal of tangible fixed assets
(33,280)
(122,745)
Operating lease charges
475,896
340,695
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
15,500
13,750
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Sales
143
142
Technicians, partsmen and vehicle preparation
69
74
Administration
16
19
Total
228
235

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
10,455,544
12,217,716
Social security costs
1,283,826
1,353,262
Pension costs
296,084
315,788
12,035,454
13,886,766
CICELEY COMMERCIALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
748,112
1,393,039
Company pension contributions to defined contribution schemes
6,233
22,279
754,345
1,415,318

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 3).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
199,969
550,579
Company pension contributions to defined contribution schemes
-
6,002

The directors of the company are employed by the parent company. During the year, the company paid £754,345 (202 4: £1,415,318) on behalf of the parent company in respect of the services of its directors. These amounts have been treated as directors’ remuneration for the purposes of Companies Act disclosures.

8
Interest receivable and similar income
2025
2024
£
£
Interest income
Other interest income
597,630
1,380,058
9
Interest payable and similar expenses
2025
2024
£
£
Interest on invoice finance arrangements
780,076
908,612
Interest payable to group undertakings
311,998
388,884
1,092,074
1,297,496
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
304,519
735,179
Adjustments in respect of prior periods
(51)
-
0
Group tax relief
146,435
100,911
Total current tax
450,903
836,090
CICELEY COMMERCIALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Taxation
2025
2024
£
£
(Continued)
- 21 -
Deferred tax
Origination and reversal of timing differences
(73,829)
73,102
Adjustment in respect of prior periods
-
0
187
Total deferred tax
(73,829)
73,289
Total tax charge
377,074
909,379

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
1,333,395
3,289,546
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
333,349
822,387
Tax effect of expenses that are not deductible in determining taxable profit
10,825
26,083
Adjustments in respect of prior years
(51)
-
0
Group relief
(144,098)
(100,911)
Deferred tax adjustments in respect of prior years
-
0
187
Fixed asset differences
32,951
60,722
Payment/(receipt)for group relief
144,098
100,911
Taxation charge for the year
377,074
909,379
11
Dividends
2025
2024
£
£
Final paid
3,500,000
2,000,000
CICELEY COMMERCIALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
12
Intangible fixed assets
Goodwill
£
Cost
At 1 January 2025 and 31 December 2025
225,000
Amortisation and impairment
At 1 January 2025 and 31 December 2025
225,000
Carrying amount
At 31 December 2025
-
0
At 31 December 2024
-
0
13
Tangible fixed assets
Plant and equipment
Fixtures and fittings
Office equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2025
2,406,383
2,699,996
750,330
1,169,041
7,025,750
Additions
334,029
386,805
99,032
-
0
819,866
Disposals
(25,435)
(17,959)
-
0
(276,667)
(320,061)
At 31 December 2025
2,714,977
3,068,842
849,362
892,374
7,525,555
Depreciation and impairment
At 1 January 2025
1,983,025
1,330,059
616,750
510,436
4,440,270
Depreciation charged in the year
154,852
369,602
104,512
219,897
848,863
Eliminated in respect of disposals
(25,435)
(17,959)
-
0
(152,622)
(196,016)
At 31 December 2025
2,112,442
1,681,702
721,262
577,711
5,093,117
Carrying amount
At 31 December 2025
602,535
1,387,140
128,100
314,663
2,432,438
At 31 December 2024
423,358
1,369,937
133,580
658,605
2,585,480
14
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
5,632,817
5,183,860
Amounts owed by group undertakings
887,816
608
Other debtors
829,088
1,364,678
Prepayments and accrued income
957,943
416,312
8,307,664
6,965,458

Amounts due from group undertakings are interest free and repayable on demand.

CICELEY COMMERCIALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
15
Stocks
2025
2024
£
£
Raw materials and consumables
2,382,420
2,187,667
Finished goods and goods for resale
39,983,190
43,838,440
Work in progress
236,248
166,375
42,601,858
46,192,482
16
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
35,490,091
30,822,637
Amounts owed to group undertakings
9,447,718
11,068,682
Corporation tax
157,515
459,297
Other taxation and social security
1,808,167
2,425,224
Other creditors
73,219
89,713
Accruals and deferred income
6,635,733
16,047,536
53,612,443
60,913,089

Amounts owed to group undertakings have an applicable interest rate ranging between 4.35% and 7.40%.

17
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Fixed asset timing differences
474,360
548,189
2025
Movements in the year:
£
Liability at 1 January 2025
548,189
Credit to profit or loss
(73,829)
Liability at 31 December 2025
474,360

The deferred tax liability set out above is not expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

CICELEY COMMERCIALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
18
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
296,084
315,788

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

19
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
250,000
250,000
250,000
250,000
20
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within 1 year
495,033
473,463
Years 2-5
260,517
619,895
755,550
1,093,358
21
Related party transactions

The company is exempt form disclosing other related party transactions as they are with other companies that are wholly owned within the Ciceley Limited group.

22
Ultimate controlling party

The company’s ultimate parent is Ciceley Limited, incorporated in England and Wales. The parent company of the largest and smallest group that includes the company and for which group financial statements are prepared is Ciceley Limited. Consolidated financial statements of the group can be requested from Ciceley Limited’s registered office.

Ciceley Limited is ultimately controlled by Mr B Morgan and his family.

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