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

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.

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.

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

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

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

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.

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

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.

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.

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

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.

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

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

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.

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.

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.

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.

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.

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:

• The information given in the strategic report and the directors' report 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.

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 identified material misstatements in the strategic report or the directors' report.

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.

As explained more fully in the directors' responsibilities statement, 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.

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.

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.

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.

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

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.

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 amounts 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.

In the parent company financial statements, the 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. Investments 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.

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 group.

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.

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.

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.

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.

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 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.

Equity investments 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.

In 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.

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.

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.

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.

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, 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 method 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.

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 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.

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, 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 payments 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.

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

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.

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

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.

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.

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

Guest Motors Limited, a subsidiary company, operates 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 plans, 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.

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 leased asset are consumed.

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.

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.

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).

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).

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.

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

Their aggregate remuneration comprised:

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

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:

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:

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% (2024: 25%) such realised losses amount to £96,979 (2024: £96,979).

The carrying value of land and buildings comprises:

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.

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

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.

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

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.

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.

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.

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

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.

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.

Assumed life expectations on retirement at age 65:

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

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

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.

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.

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:

Amounts contracted for but not provided in the financial statements:

The remuneration of key management personnel is as follows.

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.

The ultimate controlling party is I R Guest

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.