Company registration number 1269014 (England and Wales)
IAN GUEST HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
IAN GUEST HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr I R Guest
Mr R P Barron
Mr R A Spittle
Secretary
Mr R P Barron
Company number
1269014
Registered office
Kenrick Way
West Bromwich
West Midlands
B70 6BY
Auditor
CK Audit
No 4 Castle Court 2
Castlegate Way
Dudley
West Midlands
DY1 4RH
Business address
Kenrick Way
West Bromwich
West Midlands
B70 6BY
Solicitors
Ansons
Unit 8
Castle Court 2
Castlegate Way
Dudley
DY1 4RH
IAN GUEST HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12 - 13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Company statement of cash flows
18
Notes to the financial statements
19 - 45
IAN GUEST HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Review of the business

The key financial performance indicators during the year were as follows:

Change

Turnover -1.1% from £198m to £196m

Gross Profit Margin +1.0% from 17.1% to 18.1%

Profit before taxation +£179k from £2.53m to £2.71m

The year saw the market demand for trucks drop by 10% and for light commercial vehicles by 10.3%. This impacted our New Vehicles Sales and overall profitability for the year. A reduction in New Vehicle Stock was reflected in lower interest costs for the year.

Aftersales activities performed well during the year with a significant increase in turnover and net profit as demand continues to grow. Skilled labour supply and wage inflation remains a concern, but the ‘Guest Motor Group Academy’ has started to bear fruit and help bridge the skills gap.

In parts we completed the second year of ‘Distrigo’ sales, operating from our central parts hub, performing in line with expectations.

Vehicle Lining Solutions was rebranded at the end of the year to ‘DealerFit’ and absorbed into the Wolverhampton Service site.

Sentinel Fleet Management continued to expand and delivered a significant increase in turnover for the period.

Principal risks and uncertainties

We have assessed the risks within and outside our control. The Company is extremely reliant on Fiat SpA and other Stellantis group companies, along with Iveco SpA. . Short term growth has been focussed around supporting a small number of large blue chip fleet customers in fleet management. The Company continues to monitor contractual relationships alongside sustainable future growth plans. Movements in interest rates have a major effect on the company’s profitability along with Bond rates impacting on pension fund liabilities. The move to alternative fuel vehicles creates long term uncertainty across the company, with inconsistent legislation, however our long term strategy will aim to mitigate such uncertainty. The risk of cyber attacks has increased significantly over the last twelve months and the company has reacted accordingly to strengthen its defences in this area.

Group Communication

Externally, the Group has strong relationships with a number of key suppliers, some with franchise agreements, many of these relationships have been in place for ten years or more. Regular meetings are held with these suppliers to ensure that relationships are optimised.

We communicate with our customers in many ways and channel feedback a line management. Regular meetings are held between executive directors and our major customers, again to ensure that relationships are optimised.

Executive directors meet directly with shareholders on a very regular basis.

On behalf of the board

Mr I R Guest
Director
19 March 2026
IAN GUEST HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

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

Principal activities

The principal activity of the group continued to be that of franchise vehicle motor dealer.

Results and dividends

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £421,000. The directors do not recommend payment of a further dividend.

Preference dividends were paid amounting to £23,104.

Directors

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

Mr I R Guest
Mr R P Barron
Mr R A Spittle
Disabled persons

The company gives full consideration to applications from employment from disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled person.

Where existing employees become disabled, it is the company's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate.

Employee involvement

The Group has invested in a number of screens, allowing us to regularly inform employees with information about the group. Regular meetings are held between management and employees to allow a free flow of information and ideas. The vast majority of employees participate directly in the success of the business through various bonus schemes.

Future developments

The directors will concentrate their efforts on increasing the level of profit both internally and externally over the coming twelve months.

Auditor

In accordance with the company's articles, a resolution proposing that CK Audit be reappointed as auditor of the group will be put at a General Meeting.

Energy and carbon report
2025
2024
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
9,072,591
8,567,694
IAN GUEST HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
2025
2024
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
642.00
576.00
- Fuel consumed for owned transport
162.00
119.00
804.00
695.00
Scope 2 - indirect emissions
- Electricity purchased
246.00
334.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
919.00
952.00
Total gross emissions
1,969.00
1,981.00
Intensity ratio
CO2e per million £ turnover
9.7
10.0
Quantification and reporting methodology

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e pe r million £ turnover, the recommended ratio for the sector.

IAN GUEST HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
Measures taken to improve energy efficiency

Buildings

All sites are now fitted exclusively with LED lighting, internally and externally. Internal lighting for sites built this year and going forward, will be controlled by sensors. All external lighting will be controlled by photosensors. Where applicable, rapid shutter doors will be equipped to the service bay entrances. These reduce the escape of heat.

Transport

A significant investment has been made into the purchase of alternative fuel company vehicles. These have been selected from a combination of petrol plug in hybrid and electric only vehicles. The group is transitioning away from purchasing internal combustion engine only vehicles, with an increase of electric powered vehicles of 31% vs the previous year.

A total of 75 charge points are being used, with usage continuously monitored.

Utilities

All sites have undergone rooftop evaluations for the installation of solar panels. Each additional site acquired will undertake the same evaluation process. 582 solar panels have been fitted to a number of sites, capable of generating 258kWp at any one time. As a result of the above, we continue to evaluate the roll out of additional solar resource.

Working Group

An energy efficiency working group will be assembled, including members of staff from a range of sites and departments. The focus of the working group will be to introduce sustainability considerations into the group's corporate culture, as well as identify opportunities to increase the efficiency of operational processes. The working group will also be tasked to assess present sources of energy and efficiency related risk and opportunity to the group in the immediate and medium-term future.

Waste

In 2025 the group achieved the Bronze Recycler standard with First Mile by recycling at least 50% of its wastepaper. This avoided 0.9 tonnes of C02 and saved 9.4 trees. Redistribution of old furniture from site refurbishments is taking place to reduce waste to landfill. Off cuts of materials from the Vehicle Linings business are utilised as fuel in wood burners.

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 auditor of the company 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 auditor of the company is aware of that information.

Fixed assets

In the opinion of the directors there is no significant difference between the present market value of the group's properties and the amounts at which they are stated in the accounts.

Going concern

After making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the forseeable future. Accordingly, the continue to adopt the going concern basis in preparing the annual financial statements.

IAN GUEST HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
On behalf of the board
Mr I R Guest
Mr R A Spittle
Director
Director
19 March 2026
IAN GUEST HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -

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 group and company, 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 UK 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 group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

IAN GUEST HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF IAN GUEST HOLDINGS LIMITED
- 7 -
Opinion

We have audited the financial statements of Ian Guest Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows 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 group's and the parent company's affairs as at 31 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and 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 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:

- T he 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.

IAN GUEST HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF IAN GUEST HOLDINGS LIMITED
- 8 -
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 their 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 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.

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 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 parent 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.

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

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

We identified and assessed the risks of material misstatement of the financial statements, in respect of irregularities whether due to fraud or error, or non compliance with laws and regulations and then designed and performed audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company by discussion and enquiry with the directors and management team and our general knowledge and experience of the vehicle franchise industry.

We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, employment, and health and safety legislation;

We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing correspondence with relevant regulators and reviewing board minutes.

IAN GUEST HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF IAN GUEST HOLDINGS LIMITED
- 9 -
Audit response to risks identified

We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed included but were not limited to:

- Discussions with directors and management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

- Confirming our understanding of controls by performing a walk through test or observation and enquiry;

- Performing analytical procedures to identify any unusual or unexpected relationships;

- Challenging assumptions and judgements made by management in its significant accounting estimates;

- Identifying and testing journal entries;

- Reviewing unusual or unexpected transactions; and

- Agreeing the financial statement disclosures to underlying supporting documentation.

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. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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 parent 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 parent company’s members those matters we are required to state to them 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Frances Clapham (Senior Statutory Auditor)
For and on behalf of CK Audit, Statutory Auditor
Chartered Accountants
No 4 Castle Court 2
Castlegate Way
Dudley
West Midlands
DY1 4RH
19 March 2026
IAN GUEST HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
2025
2024
Notes
£
£
Turnover
3
196,431,528
198,270,093
Cost of sales
(160,708,157)
(164,430,598)
Gross profit
35,723,371
33,839,495
Administrative expenses
(30,253,776)
(26,438,638)
Other operating income
67,274
-
Operating profit
4
5,536,869
7,400,857
Interest receivable and similar income
8
8,683
22,027
Interest payable and similar expenses
9
(2,835,262)
(4,891,346)
Profit before taxation
2,710,290
2,531,538
Tax on profit
10
(733,923)
(506,234)
Profit for the financial year
27
1,976,367
2,025,304
Profit for the financial year is all attributable to the owners of the parent company.
IAN GUEST HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
2025
2024
£
£
Profit for the year
1,976,367
2,025,304
Other comprehensive income
Revaluation of tangible fixed assets
-
0
(262,587)
Experience gains and (losses) on Scheme liabilities
(40,000)
(264,000)
Assumptions gains and (losses) on Scheme liabilities
146,000
982,000
Experience gains and (losses) on Scheme assets
242,000
(494,499)
Change in asset ceiling (excluding interest)
2,976,000
(426,000)
Deferred tax relating to scheme asset
(871,750)
65,682
Other comprehensive income for the year
2,452,250
(399,404)
Total comprehensive income for the year
4,428,617
1,625,900
Total comprehensive income for the year is all attributable to the owners of the parent company.
IAN GUEST HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 12 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
12
15,936,199
16,017,390
15,936,199
16,017,390
Current assets
Stocks
16
71,708,826
98,536,549
Debtors
17
23,883,745
20,512,975
Cash at bank and in hand
9,977,519
6,526,259
105,570,090
125,575,783
Creditors: amounts falling due within one year
18
(97,406,765)
(118,923,756)
Net current assets
8,163,325
6,652,027
Total assets less current liabilities
24,099,524
22,669,417
Creditors: amounts falling due after more than one year
19
(852,538)
(876,284)
Provisions for liabilities
Deferred tax liability
22
2,044,072
1,087,732
(2,044,072)
(1,087,732)
Net assets excluding pension surplus/(deficit)
21,202,914
20,705,401
Defined benefit pension surplus/(deficit)
23
3,487,000
-
0
Net assets
24,689,914
20,705,401
Capital and reserves
Called up share capital
24
1,090,000
1,090,000
Revaluation reserve
25
1,229,434
1,229,434
Distributable profit and loss reserves
27
22,370,480
17,695,967
Equity attributable to owners of the parent company
24,689,914
20,015,401
Non-controlling interests
-
0
690,000
Total equity
24,689,914
20,705,401
IAN GUEST HOLDINGS LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
- 13 -
The financial statements were approved by the board of directors and authorised for issue on 19 March 2026 and are signed on its behalf by:
19 March 2026
Mr I R Guest
Mr R A Spittle
Director
Director
Company registration number 1269014 (England and Wales)
IAN GUEST HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 14 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investment property
13
9,010,000
9,010,000
Investments
14
1,529,642
1,529,642
10,539,642
10,539,642
Current assets
Debtors
17
900,205
758,073
Cash at bank and in hand
56,765
55,944
956,970
814,017
Creditors: amounts falling due within one year
18
(3,865,310)
(4,156,494)
Net current liabilities
(2,908,340)
(3,342,477)
Total assets less current liabilities
7,631,302
7,197,165
Provisions for liabilities
Deferred tax liability
22
398,180
387,025
(398,180)
(387,025)
Net assets
7,233,122
6,810,140
Capital and reserves
Called up share capital
24
1,090,000
1,090,000
Undistributable reserves
26
877,195
877,195
Distributable profit and loss reserves
27
5,265,927
4,842,945
Total equity
7,233,122
6,810,140

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £867,086 (2024 - £107,074 loss).

The financial statements were approved by the board of directors and authorised for issue on 19 March 2026 and are signed on its behalf by:
19 March 2026
Mr I R Guest
Mr R A Spittle
Director
Director
Company registration number 1269014 (England and Wales)
IAN GUEST HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
Share capital
Revaluation reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2024
1,090,000
1,426,339
16,359,370
18,875,709
690,000
19,565,709
Year ended 31 December 2024:
Profit for the year
-
-
2,025,304
2,025,304
-
2,025,304
Other comprehensive income:
Revaluation of tangible fixed assets
-
(262,587)
-
(262,587)
-
(262,587)
Actuarial gains on defined benefit plans
-
-
(202,499)
(202,499)
-
(202,499)
Tax relating to other comprehensive income
-
65,682
-
0
65,682
-
65,682
Total comprehensive income
-
(196,905)
1,822,805
1,625,900
-
1,625,900
Dividends
11
-
-
(486,208)
(486,208)
-
(486,208)
Balance at 31 December 2024
1,090,000
1,229,434
17,695,967
20,015,401
690,000
20,705,401
Year ended 31 December 2025:
Profit for the year
-
-
1,976,367
1,976,367
-
1,976,367
Other comprehensive income:
Actuarial gains on defined benefit plans
-
-
3,324,000
3,324,000
-
3,324,000
Tax relating to other comprehensive income
-
-
0
(871,750)
(871,750)
-
(871,750)
Total comprehensive income
-
-
4,428,617
4,428,617
-
4,428,617
Dividends
11
-
-
(444,104)
(444,104)
-
(444,104)
Other movements
-
-
690,000
690,000
(690,000)
-
Balance at 31 December 2025
1,090,000
1,229,434
22,370,480
24,689,914
-
0
24,689,914
IAN GUEST HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
Share capital
Non-distri-butable profits
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
1,090,000
1,426,339
4,887,083
7,403,422
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
(549,144)
442,070
(107,074)
Dividends
11
-
-
(486,208)
(486,208)
Balance at 31 December 2024
1,090,000
877,195
4,842,945
6,810,140
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
867,086
867,086
Dividends
11
-
-
(444,104)
(444,104)
Balance at 31 December 2025
1,090,000
877,195
5,265,927
7,233,122
IAN GUEST HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
33
9,532,376
12,920,657
Interest paid
(3,003,262)
(4,891,346)
Income taxes (paid)/refunded
(1,076,199)
325,995
Net cash inflow from operating activities
5,452,915
8,355,306
Investing activities
Purchase of tangible fixed assets
(700,455)
(319,415)
Proceeds from disposal of tangible fixed assets
222,155
53,349
Interest received
8,683
22,027
Net cash used in investing activities
(469,617)
(244,039)
Financing activities
Payment of finance leases obligations
(1,087,934)
(1,325,813)
Dividends paid to equity shareholders
(444,104)
(486,208)
Net cash used in financing activities
(1,532,038)
(1,812,021)
Net increase in cash and cash equivalents
3,451,260
6,299,246
Cash and cash equivalents at beginning of year
6,526,259
227,013
Cash and cash equivalents at end of year
9,977,519
6,526,259
IAN GUEST HOLDINGS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
34
237,836
1,943,599
Income taxes (paid)/refunded
(208,433)
56,000
Net cash inflow from operating activities
29,403
1,999,599
Investing activities
Purchase of investment property
-
0
(1,527,722)
Interest received
821
3,635
Dividends received
421,000
-
0
Net cash generated from/(used in) investing activities
421,821
(1,524,087)
Financing activities
Dividends paid to equity shareholders
(444,104)
(486,208)
Net cash used in financing activities
(444,104)
(486,208)
Net increase/(decrease) in cash and cash equivalents
7,120
(10,696)
Cash and cash equivalents at beginning of year
43,928
54,624
Cash and cash equivalents at end of year
51,048
43,928
Relating to:
Cash at bank and in hand
56,765
55,944
Bank overdrafts included in creditors payable within one year
(5,717)
(12,016)
IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
1
Accounting policies
Company information

Ian Guest Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Kenrick Way, West Bromwich, West Midlands, B70 6BY.

The group consists of Ian Guest Holdings Limited and all of its subsidiaries.

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, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Ian Guest Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -

The company's ultimate parent company at the balance sheet date was Guest Motors Group Holdings Limited (GMGH), a company incorporated 22 September 2025 and registered in England and Wales.

GMGH extended its first period of account to 31 December 2026. For the year ended 31 December 2025 consolidated accounts were prepared at the smallest group level, being Ian Guest Holdings Limited.

Copies of group accounts can be obtained from the Company Secretary, Kenrick Way, West Bromwich, West Midlands, B70 6BY.

1.4
Going concern

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

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of vehicle repairs and maintenance is only recognised once the contract has concluded and all costs have been fully reconciled.

1.6
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:

Freehold land and buildings
None (see note below)
Leasehold land and buildings
Straight line over 50 years
Leasehold improvements
Over the term of the lease
Plant and equipment
Straight line over 3 to 10 years

Freehold land and buildings are not depreciated as they are regularly valued by an independent valuer with a recognised and relevant professional qualification and are recognised at that value. In a year where a valuation did not occur, if in the opinion of the directors there has been an impairment to that value it is recognised, otherwise the carrying value remains at the value determined by the independent valuer.

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 recognised in the profit and loss account.

IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 21 -
1.7
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible 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.

1.9
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.

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.

1.10
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.

1.11
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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 and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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.

IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 22 -
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 group 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 group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts 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 price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the group 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 group.

1.13
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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 23 -
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.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.14
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.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 24 -
1.15
Retirement benefits

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

Guest Motors Limited, a subsidiary company, o perates a defined benefit pension plan, which require contributions to be made to a separately administered fund. The scheme was closed to new members in April 2001 and to accrual in April 2012. The group also operates a defined contribution plan and 2 group personal pension plan s, and makes contributions for employees to an external defined contribution trust based scheme.

The cost of providing benefits under the defined plan is determined using the projected unit credit method, which attributes entitlement to benefits to the current period (to determine current service cost) and to current and prior periods (to determine the present value of defined benefit obligation) and is based on actuarial advice. Past service costs are recognised in the profit and loss on a straight-line basis over the vesting period or immediately if the benefits have vested. When a settlement (eliminating all obligations for benefits already accrued) or a curtailment (reducing future obligations as a result of a material reduction in the scheme membership or a reduction in future entitlement) occurs the obligation and related plan assets are re-measured using current actuarial assumptions and the resultant gain or loss is recognised in the profit and loss during the period in which the settlement or curtailment occurs.

The net interest element is determined by multiplying the net defined benefit asset by the discount rate, taking into account any changes in the net defined benefit asset during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.

Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.

The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.

IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 25 -
1.16
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 d asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Vehicle cost accruals

As part of the vehicle sale process a reserve is made for vehicle body costs, road tax, and other accessories, that are either ordered, or estimated. The vast majority of this reserve consists of vehicles that have not been recognised as a sale. At the year-end included in creditors < 1 year for this total accrual is £10,245,747 (2024:£16,870,006).

Parts stock provision

Vehicle parts are reviewed annually to identify obsolete and slow-moving items. The provision included at the year end amounted to £1,711,484 (2024: £965,204).

Investment property

There is a policy to revalue investment property on a cyclical basis every 3 - 5 years. On the years where a professional valuation is not obtained, the directors use their knowledge and estimate the fair value.

IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Vehicle sales
107,661,364
126,133,168
Service sales
22,808,868
17,968,763
Parts sales
46,330,673
44,932,814
VLS
1,288,479
1,348,113
Sentinel
18,218,436
6,284,526
Other
123,708
1,602,709
196,431,528
198,270,093
2025
2024
£
£
Other revenue
Interest income
8,683
22,027
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
1,489,598
1,131,704
Depreciation of tangible fixed assets held under finance leases
549,006
799,080
Profit on disposal of tangible fixed assets
(160,152)
(13,081)
Operating lease charges
970,845
1,109,418
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 group and company
5,000
5,000
Audit of the financial statements of the company's subsidiaries
34,500
40,000
39,500
45,000
For other services
Audit-related assurance services
1,000
1,000
Taxation compliance services
2,500
2,000
3,500
3,000
For services in respect of associated pension schemes
Audit-related assurance services
4,250
4,100
IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Works
175
207
-
-
Sales & Distribution
150
157
-
-
Administration
203
143
3
3
Total
528
507
3
3

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
22,801,360
20,918,413
-
0
-
0
Social security costs
2,687,244
2,182,223
-
-
Pension costs
747,711
611,919
-
0
-
0
26,236,315
23,712,555
-
0
-
0
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
234,727
359,741
Company pension contributions to defined contribution schemes
100,000
114,000
334,727
473,741

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 2).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
216,880
217,925
Company pension contributions to defined contribution schemes
100,000
50,000
IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
2,246
4,192
Other interest income
6,437
17,835
Total income
8,683
22,027
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
2,246
4,192
9
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
-
44
Other finance costs:
Interest on finance leases and hire purchase contracts
145,581
110,653
Net interest on the net defined benefit liability
(168,000)
-
0
Other interest
2,857,681
4,780,649
Total finance costs
2,835,262
4,891,346
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
654,880
682,062
Deferred tax
Origination and reversal of timing differences
79,043
(175,828)
Total tax charge
733,923
506,234
IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Taxation
(Continued)
- 29 -

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
2,710,290
2,531,538
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
677,573
632,885
Tax effect of expenses that are not deductible in determining taxable profit
40,178
22,511
Tax effect of income not taxable in determining taxable profit
(42,000)
-
0
Tax effect of utilisation of tax losses not previously recognised
-
0
(13,520)
Permanent capital allowances in excess of depreciation
23,207
(115,977)
Depreciation on assets not qualifying for tax allowances
38,422
20,205
Other permanent differences
-
0
10,880
Under/(over) provided in prior years
(3,457)
-
0
Other non-reversing timing differences
-
0
(50,750)
Taxation charge
733,923
506,234

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2025
2024
£
£
Deferred tax arising on:
Revaluation of property
-
(65,682)
Actuarial differences recognised as other comprehensive income
871,750
-
871,750
(65,682)

Provision has been made for deferred tax where potentially taxable gains have been rolled over into replacement assets. Such gains would become taxable only if the assets were sold without it being possible to claim rollover relief. A gain of £948,750 was rolled over against the costs of the Kenrick Way premises in 1990. At present, it is not envisaged that any tax will become payable in the foreseeable future in respect of taxable gains.

No account has been taken of capital losses. Such losses could only be offset against future capital gains. At 25% (202 4: 25%) such realised losses amount to £96,979 (202 4: £96,979).

IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 30 -
11
Dividends
2025
2024
£
£
Final paid
421,000
-
Interim paid
23,104
486,208
444,104
486,208
12
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Leasehold improvements
Plant and equipment
Total
£
£
£
£
£
Cost or valuation
At 1 January 2025
9,145,001
2,280,605
583,615
13,126,587
25,135,808
Additions
-
0
-
0
-
0
2,019,416
2,019,416
Disposals
-
0
-
0
-
0
(654,028)
(654,028)
At 31 December 2025
9,145,001
2,280,605
583,615
14,491,975
26,501,196
Depreciation and impairment
At 1 January 2025
-
0
443,004
189,074
8,486,340
9,118,418
Depreciation charged in the year
-
0
83,716
-
0
1,954,888
2,038,604
Eliminated in respect of disposals
-
0
-
0
-
0
(592,025)
(592,025)
At 31 December 2025
-
0
526,720
189,074
9,849,203
10,564,997
Carrying amount
At 31 December 2025
9,145,001
1,753,885
394,541
4,642,772
15,936,199
At 31 December 2024
9,145,001
1,837,601
394,541
4,640,247
16,017,390
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
12
Tangible fixed assets
(Continued)
- 31 -

The carrying value of land and buildings comprises:

Group
Company
2025
2024
2025
2024
£
£
£
£
Freehold
8,750,460
8,750,460
7,485,001
7,485,001
Long leasehold
1,524,999
1,524,999
1,524,999
1,524,999
Short leasehold
623,427
707,143
-
0
-
0
10,898,886
10,982,602
9,010,000
9,010,000

Short leaseholds are those leaseholds with less than 50 years unexpired.

Freehold properties, excluding Hinckley, were valued by an independent valuer with a recognised and relevant professional qualification and recent experience in the location and category of the investment property being valued, Colliers International Property Consultants Limited, in October 2024, on a fair value basis in accordance with the RICS Valuation – Global Standards 2017, incorporating the International Valuation Standard, issued by the Royal Institute of Chartered Surveyors. The Directors believe this value is not materially different to the year end and have therefore included the land and buildings at this value at 31 December 2025.

Land and buildings in Sherwood Truck & Van Ltd with a carrying amount of £1,660,000 were revalued in early 2025 by Bromwich Hardy LLP, independent valuers, not connected with the company on the basis of market value. This valuation was reflected in the accounts as at 31 December 2024.

The Directors believe this value is not materially different to the year end and have therefore included the land and buildings at this value at 31 December 2025.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2025
2024
2025
2024
£
£
£
£
Plant and equipment
1,916,369
2,387,770
-
0
-
0

The following asse t s are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:

IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
12
Tangible fixed assets
(Continued)
- 32 -
Land & buildings
2025
2024
£
£
Group
Cost
9,600,388
9,600,388
Accumulated depreciation
(295,631)
(124,694)
Carrying value
9,304,757
9,475,694
Company
Cost
8,315,900
8,315,900
Carrying value
8,315,900
8,315,900
13
Investment property
Group
Company
2025
2025
£
£
Fair value
At 1 January 2025 and 31 December 2025
-
9,010,000

Investment properties were valued by an independent valuer with a recognised and relevant professional qualification and recent experience in the location and category of the investment property being valued, Colliers International Property Consultants Limited, in October 2024, on a fair value basis in accordance with the RICS Valuation – Global Standards 2017, incorporating the International Valuation Standard, issued by the Royal Institute of Chartered Surveyors. The Directors believe this value is not materially different to the year end and have therefore included the assets at this value at 31 December 2025.

If investment properties were stated on an historical cost basis rather than a fair value basis, the amounts would have been included as follows:
Group
Company
2025
2024
2025
2024
£
£
£
£
Cost
-
-
8,315,900
8,315,900
Accumulated depreciation
-
-
-
-
Carrying amount
-
-
8,315,900
8,315,900
14
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
1,529,642
1,529,642
IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
14
Fixed asset investments
(Continued)
- 33 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025 and 31 December 2025
1,529,642
Carrying amount
At 31 December 2025
1,529,642
At 31 December 2024
1,529,642
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Guest Motors Limited
England
Motor dealers
Ordinary £1
100.00
-
Partscomm Limited
England
Dormant
Ordinary £1
100.00
-
Sherwood Truck and Van Ltd
England
Motor dealers
Ordinary £1
100.00
-
Sentinel Vehicle Solutions Limited
England
Dormant
Ordinary £1
0
100.00
16
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Parts and other stocks
11,393,817
11,104,763
-
-
Work in progress
7,812
248,490
-
-
Finished goods and goods for resale
60,307,197
87,183,296
-
0
-
0
71,708,826
98,536,549
-
-
IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 34 -
17
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
17,381,462
16,479,497
-
0
-
0
Corporation tax recoverable
44,307
-
0
-
0
-
0
Amounts owed by group undertakings
142,126
-
142,126
-
Other debtors
4,755,319
2,695,505
500,019
500,013
Prepayments and accrued income
1,153,789
936,778
-
0
-
0
23,477,003
20,111,780
642,145
500,013
Amounts falling due after more than one year:
Deferred tax asset (note 22)
406,742
401,195
258,060
258,060
Total debtors
23,883,745
20,512,975
900,205
758,073

The ultimate parent company has not been consolidated in these financial statements, hence the debtor with group undertakings above. See Note 32 for more information.

18
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
20
-
0
-
0
5,717
12,016
Obligations under finance leases
21
1,350,004
1,095,231
-
0
-
0
Trade creditors
91,785,817
111,993,727
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
3,790,633
4,004,625
Corporation tax payable
305,050
682,062
68,960
139,853
Other taxation and social security
785,617
1,238,493
-
-
Other creditors
435,231
740,089
-
0
-
0
Accruals and deferred income
2,745,046
3,174,154
-
0
-
0
97,406,765
118,923,756
3,865,310
4,156,494

The bank overdraft is secured by an unlimited debenture over the assets of Guest Motors Limited excluding property and a first legal charge over leasehold property at Shefford Road, Aston, together with a first legal charge over freehold property at Kenrick Way, West Bromwich, and Kingswood Close, Coventry.

Included in trade creditors are secured debts of £9,412,295 (2024: £9,635,731). The assets to which the security relates are included in stock.

IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 35 -
19
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
21
852,538
876,284
-
0
-
0
20
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank overdrafts
-
0
-
0
5,717
12,016
Payable within one year
-
0
-
0
5,717
12,016
21
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
1,350,005
1,095,231
-
0
-
0
In two to five years
852,537
876,284
-
0
-
0
2,202,542
1,971,515
-
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 36 -
22
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Group
£
£
£
£
Accelerated capital allowances
706,799
622,209
61,405
90,858
Tax losses
-
-
1,958
-
Revaluations
348,109
465,523
275,249
270,720
Revaluation of fixed assets
989,164
-
-
-
General provisions
-
-
39,428
11,827
Accrued defined contribution payments
-
-
28,702
27,790
2,044,072
1,087,732
406,742
401,195
Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Company
£
£
£
£
Accelerated capital allowances
50,071
38,916
-
-
Revaluations
348,109
348,109
258,060
258,060
398,180
387,025
258,060
258,060
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 January 2025
686,537
128,965
Charge to profit or loss
79,043
11,155
Charge to other comprehensive income
871,750
-
Liability at 31 December 2025
1,637,330
140,120

23
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
747,711
611,919

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
23
Retirement benefit schemes
(Continued)
- 37 -
Defined benefit schemes

The group operates a defined benefit pension arrangement called the Guest Motors Limited Pension and Assurance Scheme (the Scheme). The Scheme provides benefits based on salary and length of service on retirement, leaving the Scheme, leaving service or death. The following disclosures exclude any allowances for defined contribution schemes operated by the company.

The Scheme is subject to the Statutory Funding Objective under the Pension Act 2004. A valuation of the Scheme is carried out at least every 3 years to determine whether the Statutory Funding Objective is met. As part of the process the company must agree with the trustees of the Scheme the contribution to be paid to address any shortfall against the Statutory Funding Objective.

The most recent comprehensive actuarial valuation of the Scheme was carried out as at 5 April 2021. The results of that valuation have been updated approximately to 31 December 2025 allowing for cashflows in and out of the Scheme and changes to assumptions over the period.

The fair value of the pension plan assets at 31 December 2025 are in excess of the present value of the defined benefit obligation at that date. This gives rise to a surplus of £3,487,000 (2024: £2,976,000).

The surplus is recognised in the financial statements only to the extent that the company can recover that surplus, either through a reduction in future contributions or through a refund to the company.

2025
2024
Key assumptions
%
%
Discount rate
5.60
5.65
Expected rate of increase of pensions in payment
2.70
3.20
Expected rate of salary increases
2.35
2.75
Rate of increase in pensions in payment 5.00%
2.35
2.70
Rate of increase in pensions in payment 2.50%
1.75
1.95
Mortality assumptions
2025
2024

Assumed life expectations on retirement at age 65:

Years
Years
Retiring today
- Males
21.4
21.1
- Females
23.7
23.6
Retiring in 20 years
- Males
22.4
22.1
- Females
24.8
24.7
IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
23
Retirement benefit schemes
(Continued)
- 38 -

The amounts included in the balance sheet arising from obligations in respect of defined benefit plans are as follows:

2025
2024
Group
£
£
Present value of defined benefit obligations
5,387,000
5,463,000
Fair value of plan assets
(8,874,000)
(8,439,000)
Deficit in scheme
(3,487,000)
(2,976,000)
Restriction on scheme assets
-
2,976,000
Total (asset)/liability recognised
(3,487,000)
-
The company had no post employment benefits at 31 December 2025 or 1 January 2025.
Group
2025
2024
Amounts recognised in the profit and loss account
£
£
Costs/(income):
Net interest on net defined benefit liability/(asset)
(168,000)
(115,000)
Other costs and income
5,000
4,000
Total costs/(income)
(163,000)
(111,000)
Group
2025
2024
Amounts recognised in other comprehensive income
£
£
Costs/(income):
Actual return on scheme assets
(469,000)
(389,000)
Less: calculated interest element
469,000
389,000
Return on scheme assets excluding interest income
-
-
Actuarial changes related to obligations
(106,000)
(718,000)
Effect of changes in the amount of surplus that is not recoverable
(2,976,000)
537,000
Total costs/(income)
(3,082,000)
(181,000)
IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
23
Retirement benefit schemes
(Continued)
- 39 -
Group
2025
Movements in the present value of defined benefit obligations
Liabilities at 1 January 2025
5,463,000
Benefits paid
(271,000)
Actuarial gains and losses
(106,000)
Interest cost
301,000
At 31 December 2025
5,387,000
Group
2025
The defined benefit obligations arise from plans funded as follows:
£
Wholly unfunded obligations
-
Wholly or partly funded obligations
5,387,000
5,387,000
Group
2025
Movements in the fair value of plan assets
£
Fair value of assets at 1 January 2025
8,439,000
Interest income
469,000
Benefits paid
(271,000)
Other
237,000
At 31 December 2025
8,874,000

The actual return on plan assets was £711,000 (2024: -£106,000)

Group
2025
2024
Fair value of plan assets
£
£
Equity instruments
1,308,000
3,131,000
Gilts
3,130,000
1,811,000
Bonds
3,637,000
2,297,000
Other
406,000
1,127,000
Cash
393,000
73,000
8,874,000
8,439,000
IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 40 -
24
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
1,090,000 of £1 each
1,090,000
400,000
1,090,000
400,000
2025
2024
2025
2024
Preference share capital
Number
Number
£
£
Issued and fully paid
8 1/2% non-cumulative preference shares of £1 each
-
690,000
-
690,000
Total equity share capital
1,090,000
1,090,000
During the year, preference shares were re-designated as ordinary shares. The movement is reflected above.
IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
24
Share capital
(Continued)
- 41 -

The rights, privileges and restrictions attached to the said 8½% Non-cumulative preference shares up to the date of re-designation were as follows:-

(a) Income

The Preference Shares shall confer on the holders thereof the right to be paid out of the profits which the Company may determine to distribute in respect of any financial year or other period for which its Accounts shall be made up a fixed non-cumulative preferential dividend at the rate of 8.5% per annum on the amounts paid up on the Preference Shares in priority to any payment to the holders of any other class of shares such dividend to be paid by equal half yearly instalments on 30 June and 31 December in each year in respect of the half yearly periods ending on such dates.

(b) Capital

The Preference Shares shall confer on the holders thereof the right on a return of capital on a winding up or otherwise in priority to any payment to the holders of any other class of shares to repayment of capital paid up on such of the Preference Shares held by them respectively together with a sum equal to any arrears or accrual of dividend thereon calculated down to the date of repayment of capital (whether earned or declared or not).

(c) No further right to participate

The Preference Shares shall not confer any further right to participate in the profits or assets of the company.

(d) Further issues

No further preference shares ranking pari passu with or in priority to the Preference Shares shall be created or issued except with the consent or sanction of the holders of Preference Shares.

(e) Voting

The Preference Shares shall not entitle the holders thereof to receive notice of or to attend or vote in person or by proxy at any general meeting unless the business of the meeting includes the consideration of a resolution for:-

(i) reducing the capital of the company; or

(ii) winding up the company; or

(iii) varying or abrogating any of the special rights attaching to the Preference Shares.

When entitled to attend and vote at any general meeting on a show of hands every holder of the Preference Shares present in person will be entitled to one vote and upon a poll whether present in person or by proxy will be entitled to one vote for every one of the Preference Shares held.

(f) Variation or abrogation of rights

The consent or sanction of the holders of the Preference Shares shall be required to any variation or abrogation of the special rights attaching to the Preference Shares in accordance with the Articles.

25
Revaluation reserve
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning of the year
1,229,434
1,426,339
-
0
-
0
Revaluation surplus arising in the year
-
0
(262,587)
-
0
-
0
Deferred tax on revaluation of tangible assets
-
65,682
-
-
At the end of the year
1,229,434
1,229,434
-
0
-
IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 42 -
26
Undistributable reserves
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning of the year
-
-
877,195
1,426,339
Non distributable profits in the year
-
-
-
(549,144)
At the end of the year
-
-
877,195
877,195
27
Profit and loss reserves
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning of the year
17,695,967
16,359,370
4,842,945
4,887,083
Profit/(loss) for the year
1,976,367
2,025,304
867,086
(107,074)
Current year profits transferred to non-distributable reserve
-
-
-
549,144
Current year redesignation of preference shares to ordinary shares
690,000
-
-
-
Dividends
(444,104)
(486,208)
(444,104)
(486,208)
Experience gains and (losses) on Scheme liabilities
(40,000)
(264,000)
-
0
-
0
Assumptions gains and (losses) on Scheme liabilities
146,000
982,000
-
0
-
0
Experience gains and (losses) on Scheme assets
242,000
(494,499)
-
0
-
0
Change in asset ceiling (excluding interest)
2,976,000
(426,000)
-
0
-
0
Deferred tax on pension scheme surplus
(871,750)
-
-
-
At the end of the year
22,370,480
17,695,967
5,265,927
4,842,945
28
Financial commitments, guarantees and contingent liabilities

The Company has guaranteed the amounts falling due to a supplier from subsidiary undertakings to the extent of £410,000 (2024: £410,000). That supplier also holds a Bank Guarantee of £500,000 which is supported by a deposit of £500,000 with the Bank. Amounts owed to that supplier are, and are always expected to be in excess of the combined amount.

IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 43 -
29
Operating lease commitments
Lessee

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

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
674,166
709,465
-
-
Between two and five years
913,008
1,230,907
-
-
In over five years
761,250
804,750
-
-
2,348,424
2,745,122
-
-
30
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2025
2024
2025
2024
£
£
£
£
Acquisition of tangible fixed assets
-
217,264
-
-
31
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2025
2024
£
£
Aggregate compensation
915,343
895,162
Other information

Guest Motors Limited and Sherwood Truck & Van Ltd, subsidiary undertakings, leased from Guest Motors Self Administered Pension Fund, a site in Rennie Hogg Road in Nottingham at a rental of £90,000 (2024: £90,000), a site at Berristow Lane, South Normanton at a rental of £197,500 (2024: £197,500), and a site at Highfield Lane, Sheffield at a rental of £85,000 (2024: £85,000). The trustees of this fund include I R Guest.

32
Controlling party

The ultimate controlling party is I R Guest

IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
32
Controlling party
(Continued)
- 44 -

The company's ultimate parent company at the balance sheet date was Guest Motors Group Holdings Limited (GMGH), a company incorporated 22 September 2025 and registered in England and Wales.

GMGH extended its first period of account to 31 December 2026. For the year ended 31 December 2025 consolidated accounts were prepared at the smallest group level, being Ian Guest Holdings Limited.

Copies of group accounts can be obtained from the Company Secretary, Kenrick Way, West Bromwich, West Midlands, B70 6BY.

33
Cash generated from group operations
2025
2024
£
£
Profit after taxation
1,976,367
2,025,304
Adjustments for:
Taxation charged
733,923
506,234
Finance costs
2,835,262
4,891,346
Investment income
(8,683)
(22,027)
Gain on disposal of tangible fixed assets
(160,152)
(13,081)
Depreciation and impairment of tangible fixed assets
2,038,604
1,930,784
Pension scheme non-cash movement
5,000
(202,499)
Movements in working capital:
Decrease/(increase) in stocks
26,827,723
(138,412)
Increase in debtors
(3,320,916)
(3,015,851)
(Decrease)/increase in creditors
(21,394,752)
6,958,859
Cash generated from operations
9,532,376
12,920,657
34
Cash generated from operations - company
2025
2024
£
£
Profit/(loss) after taxation
867,086
(107,074)
Adjustments for:
Taxation charged/(credited)
148,695
(21,232)
Investment income
(421,821)
(3,635)
Fair value (gain)/loss on investment properties
-
0
732,239
Movements in working capital:
Increase in debtors
(142,132)
(2)
(Decrease)/increase in creditors
(213,992)
1,343,303
Cash generated from operations
237,836
1,943,599
IAN GUEST HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 45 -
35
Analysis of changes in net funds - group
1 January 2025
Cash flows
New finance leases
31 December 2025
£
£
£
£
Cash at bank and in hand
6,526,259
3,451,260
-
9,977,519
Obligations under finance leases
(1,971,515)
1,087,934
(1,318,961)
(2,202,542)
4,554,744
4,539,194
(1,318,961)
7,774,977
36
Analysis of changes in net funds - company
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
55,944
821
56,765
Bank overdrafts
(12,016)
6,299
(5,717)
43,928
7,120
51,048
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