REGISTERED NUMBER: 01107554 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

T.G. HOLDCROFT (MOTORS) LIMITED

Page

Company Information

1

Strategic Report

2

to

7

Report of the Directors

8

to

9

Report of the Independent Auditors

10

to

14

Statement of Income and Retained Earnings

15

Statement of Financial Position

16

Notes to the Financial Statements

17

to

26

DIRECTORS:

T G Holdcroft

D A Holdcroft

M E Holdcroft

C D Greenhall

M J McCormick

P L Holdcroft

SECRETARY:

T G Holdcroft

REGISTERED OFFICE:

Leek Road

Hanley

Stoke on Trent

Staffordshire

ST1 6AT

REGISTERED NUMBER:

01107554 (England and Wales)

AUDITORS:

Sumer Auditco Limited

Chartered Accountants & Statutory Auditors

Stone House

Stone Road Business Park

Stoke-on-Trent

ST4 6SR

BANKERS:

Barclays Bank Plc

Town Road

Hanley

Stoke On Trent

Staffordshire

ST1 2PJ

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

PRINCIPAL ACTIVITY AND REVIEW OF THE BUSINESS

The principal activity of the company continued to be that of motor vehicle sales, motor vehicle servicing, motor vehicle repairs and motor vehicle parts sales. TG Holdcroft (Motors) Limited represents the Volvo and Mazda Franchises in Stoke on Trent as well as the Mazda Franchise in Oldham, Greater Manchester. The company also operates a standalone authorised body repair centre in Stoke on Trent.

The directors are proud to report a very successful year within this division of the group and reported profit before tax has increased by 29.6% versus the 2023 result. The brands represented from a car sales perspective, Volvo and Mazda, have both performed incredibly well in both unit volumes and margins. Increased volume in the Motability market, with the Volvo XC40 product specifically, has had a hugely positive effect on profitability

Used retail volumes have been robust throughout the year and our close attention to used vehicle valuations and management of our stock profile has been highly successful.

An overall reported profit before taxation of £1,502,420 is a fabulous improvement on our 2023 result for this company and is testament to the hard work of the teams at all the outlets that operate within this structure. Our group Accident Repair Centre was a standout performer, and the quality and efficiency of work has led to several new contracts being awarded in 2024. This area of the industry is notoriously competitive and to generate an increase of turnover of 15% year on year and a subsequent 41% increase in direct profitability is a demonstration of the hard work and endeavour of the team.

Customer satisfaction remains at the heart of our organisation, and we are committed to providing an industry leading consumer journey for all of our customers. Throughout the year we have harvested feedback using several independent platforms from many satisfied customers. They highlight product knowledge, good attitude and professionalism as the top characteristics they see in our sales teams. We will continue to invest in our employees through training and development to ensure they have the ability to deliver customer service at the highest possible level. The development of the next generation of new talent is key to moving our business forward and investment in apprentices and graduates will again be at the top of our agenda. We work closely with local schools and colleges to engage with young people that are looking to take their first career steps, and we are keen to promote the positive outcomes that can be achieved through a position in the retail motor industry.

The needs of our customers, employees, suppliers and business stakeholders required careful consideration through the many key decision-making points during the year and the senior management team of our TG Holdcroft (Motors) Limited outlets have again risen to these challenges.

2025 will bring its own set of challenges and obstacles for us to overcome but with a strong, stable leadership team we will endeavour to make the speedy decisions for the benefit of all our stakeholders within the organisation.

The company's primary activities include the sale, servicing, and repair of motor vehicles, alongside the sale of automotive parts. Throughout 2025, TG Holdcroft (Motors) Limited represented the Volvo and Mazda Franchises in Stoke on Trent as well as the Mazda Franchise in Oldham, Greater Manchester. The company also operates a standalone authorised body repair centre in Stoke on Trent.

Our Stoke-on-Trent Mazda outlet had another solid year, New retail units remained static in what has been a difficult year for the Mazda network, whilst New Motability sales improved by 67% at the site with both CX-30 and CX-5 being the most popular models. Used retail units declined slightly with availability of good quality used stock becoming increasingly difficult. The Aftersales team performed well, with increased turnover within both service and parts departments, however, the increased cost base of these departments meant that the net profitability plateaued.

The Oldham Mazda outlet achieved a significant increase versus a disappointing 2024 result. A 32% increase in New retail unit sales was very impressive in the current market and the 195% increase in New Motability unit sales was a great site performance. Similar to our Stoke-on-Trent site the sourcing of good quality used Mazda stock has proved to be difficult, and Oldham sold 14 less used retail units than the previous year. Aftersales turnover increased in both service and parts departments but again increased running costs were detrimental to the overall net departmental positions.

Volvo Stoke produced an above budget performance for the period, this was however, a substantial decline on the 2024 result with a 50 unit decrease in New retail sales being one of the largest factors. New Motability and Used retail unit sales both fared well in the year and remained at similar levels to 2024 with an increased used vehicle gross margin being a particular highlight. Aftersales turnovers increased versus 2024 but again the increases we faced in employment costs have impacted the final reported profit.

We continued to see a resilient performance from our accident repair centre in what are proving to be difficult times in that sector of the industry. Turnover remained steady with a small 3.6% year on year decline but a gross margin reduction and an increase in running expenses took their toll on the final result.

Used retail unit sales over the company remained firm with a total of 985 units being retailed versus 1,007 through 2024. There was a significant increase in the profitability of those units which generated a further £192k of gross income. This increase came from a strong focus on retaining quality stock maintaining a swift speed of sale leading to a high stock turn. We continue to create a high profit level from the vehicles that we dispose of through the trade market which overall has led to improvements in our reported used car profitability.

Reported gross profit for the company of £7,745,961 is a 1.6% reduction on 2024's figure and our reported profit before taxation of £1,007,986 is a 32% reduction on the £1,502,420 reported for 2024.

Our pursuit of an industry-leading consumer journey remains underpinned by an unwavering focus on customer satisfaction. Independent feedback throughout the year consistently commends our sales teams for their deep product knowledge, professionalism, and positive attitude. Maintaining this standard is ensured by our continuous investment in employee training and development programs.

Cultivating the next generation of talent is vital for the business's long-term success. We are strategically prioritising investment in our apprenticeship and graduate programs, working collaboratively with local educational institutions to attract and engage young people interested in career opportunities within the retail motor industry.

In the past year, the senior management team of TG Holdcroft (Motors) Limited demonstrated resilience and effective governance, carefully balancing the interests of our customers, employees, suppliers, and stakeholders during critical strategic decisions. Entering 2026, we are confident that our stable and experienced leadership team is ready to address new market challenges, making swift and effective decisions for the benefit of all within our organisation.

FUTURE DEVELOPMENTS

We are actively developing and expanding our network of OEM, finance, insurance, and technology partners, strategically pursuing opportunities to future-proof the organisation. This year saw the successful introduction of new UK market entrants into our group portfolio and we are maintaining meaningful dialogue with a number of other OEMs looking to establish a presence in the European and UK markets. All decisions concerning these developments are guided by a commitment to the best interests of our enlightened shareholders. Our agility in adopting new brands ensures the organisation remains resilient and is not over-reliant on any single manufacturer's product cycle

The dynamic nature of the UK motor retail landscape requires this agile approach. We are dedicated to engaging fully with all partners and meticulously assessing every new opportunity presented. To ensure we remain at the cutting edge, we are continuing to invest in our team and our technology, enhancing both the customer journey and the employee experience. We will remain receptive to new initiatives emerging from the global retail sector. The senior leadership team is consistently focused on forward planning and implementing changes that yield comprehensive benefits across the entire organisation.

PRINCIPAL RISKS AND UNCERTAINTIES

While the following is not an exhaustive list, it highlights the specific risks and uncertainties that the Directors believe could significantly impact the company's performance.

A considerable portion of the company's turnover and profit is tied to the success of our manufacturer partners. As these partners invest heavily in Electric Vehicle (EV) development, our own investment strategy has been intentionally shaped to align and complement this transition. Furthermore, we have identified and factored the increasing competition from new manufacturers entering the UK market into our medium-to-long-term strategic planning.

The challenging business environment persists, particularly within the UK's new retail vehicle market, which, although improving in 2025, has reduced significantly in size over recent years. This reduction has created a corresponding contraction in the used car market, directly impacting our ability to source inventory within certain affected franchises.

Both the government's Zero Emission Vehicle (ZEV) mandate and the UK Vehicle Emissions Trading Schemes (VETS) will be major factors for the industry. The 2030 phase-out of new petrol and diesel cars, followed by the 2035 requirement for all new cars and vans to be 100% zero-emission, will fundamentally reshape fleet procurement over the coming years. The critical question of, will the UK's charging infrastructure be scaled to accommodate the growing number of EVs, remains a significant industry uncertainty.

Ultimately, sustained business activity and profitability are dependent on broader factors such as consumer confidence, product cycles, and general economic stability. Rising operating costs-including energy, payroll, associated taxes, and National Insurance contributions-will pressure profitability and could affect our capacity for sustained investment. To mitigate these pressures, we will strive to deliver an innovative service to our existing client base and continue the strategic exploitation of all internet and social media platforms for profitable development within what remains a highly price-sensitive market. We acknowledge that any future development plans for the group may be subject to unforeseen events outside of our control.

ETHOS

The ongoing priorities of the business are to consolidate our position and culture within the communities we serve by providing a total customer experience from the initial sales process through to customer service, support and satisfaction. A comprehensive internal and external training and coaching program further supports our aims in providing an unrivalled, consultative experience for all our customers. By achieving this we aim to lead our industry as "the best place to work" for all our employees.

REGULATORY COMPLIANCE

The Group is subject to regulatory compliance risk which could arise from a failure to comply with relevant law, regulation or codes of practice. Failure to comply would result in fines, cessation of some business activities or a public reprimand. The Group mitigates this risk through a close monitoring and audit of regulatory compliance.

ENVIRONMENTAL POLICY

The Group recognises its "Duty of Care" towards the environment whilst carrying out its business activities. Considerable importance is always placed on complying with both legal and moral obligations towards the environment.

We aim to encourage the reduction of energy and water consumption. Use is made of the latest building materials in the construction of new sites and the refurbishment of existing locations. For instance, modern heating and lighting controls are used.

We take part in the Energy Savings Opportunity scheme (ESOS) and have recently completed the third phase of this. Actionable recommendations from our ESOS audits are integrated into our long-term capital expenditure plans to ensure continuous efficiency gains. We will assess any and all significant environmental impacts from our operations and will take the appropriate steps to reduce and manage these risks.

Significant investment has been made during recent years in EV infrastructure, directly mitigating industry uncertainties regarding charging availability for both customers and employees. Additionally, our internal EV training programme has been highly commended by our industry partners. This training is delivered across all levels of the organisation to provide a high level of EV knowledge to all of the team.

NON-FINANCIAL KEY PERFORMANCE INDICATORS

The Group employs a comprehensive suite of non-financial metrics to monitor operational health and service standards on a daily, weekly, and monthly basis. We view Customer Sentiment as a primary lead indicator of long-term value. To capture this, we utilise a multi-channel feedback architecture that tracks performance against customer expectations in real-time.

Following every sales or service interaction, we conduct targeted satisfaction surveys; the resulting data is a critical input for our Human Capital Strategy, directly informing our recruitment criteria and bespoke training programs. Furthermore, we maintain a high-frequency monitoring system for public-facing platforms, such as Google Reviews. This allows for immediate, systematic intervention and resolution, ensuring we consistently move toward our objective of setting the industry's gold standard for service excellence.

Customer Satisfaction

2025 Ave

2024 Ave

2023 Ave

Google Reviews (Mazda)

4.7

4.7

4.7

Google Reviews (Volvo)

4.8

4.8

4.8

We view our team as the primary method of exhibiting the Holdcroft Brand. To maintain our "Consultative Excellence" and support our "Best Place to Work" ethos, we operate an internal Learning Management System where through a series of both mandatory and optional courses we ensure our employees remain at the cutting edge of the rapidly evolving EV market and that they provide the professional service our customers expect.

FINANCIAL KEY PERFORMANCE INDICATORS

The Directors monitor the company's progress against its strategic objectives and the financial performance of the company's operations on an extremely regular basis. We consider that our key financial performance indicators are those that communicate the financial performance and operational resilience as a whole; these being turnover, gross margin, EBITDA margin, return on sales and return on capital employed.

Turnover (Growth)

2023 £80,797,139

2024 £62,658,962

2025 £65,243,359

Growth comes from taking considered risks after studying and analysing our market place in conjunction with the new product offerings available to us.

Gross Profit

2023 £7,438,532 (9.2%)

2024 £7,868,786 (12.6%)

2025 £7,745,961 (11.9%)

EBITDA Margin

A primary focus of the company is the expansion of our EBITDA margin which serves as a core measure of underlying operational efficiency.

EBITDA Margin:-

2023 £1,536,213 (1.9%)

2024 £1,885,557 (3.0%)

2025 £1,305,023 (2.0%)

Return on Sales

2023 + 1.43%

2024 + 2.40%

2025 + 1.54%

Return on Capital Employed

2023 + 103.62%

2024 + 16,768.08%

2025 + 4,675.69%

There are a number of methods employed to calculate this particular ratio. The method we have adopted is as follows:-

Pre-tax net profit / net asset value x 100

ON BEHALF OF THE BOARD:

C D Greenhall - Director

29 July 2026

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

DIVIDENDS

Dividends paid during the year amounted to £760,000.

FUTURE DEVELOPMENTS

The likely future developments of the business are included in the strategic report.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

T G Holdcroft

D A Holdcroft

M E Holdcroft

C D Greenhall

M J McCormick

P L Holdcroft

GOING CONCERN DISCLOSURE

The Group meets its day-to-day working capital requirements through its bank provided finance facilities and vehicle stocking loans. The Group's forecast and projections, taking account of reasonably possible changes in trading performance, show that the Group should easily be able to operate within the level of its current facilities. The Group has regular discussions with its bankers about its current and future borrowing needs and understands that future requirements will be agreed on acceptable terms. Our overdraft facilities have been renewed post year end with our bankers Barclays Bank.

The Directors have a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements.

EMPLOYMENT POLICY

The company's policy is to consult, coach and discuss with employees, through staff councils and at meetings, matters likely to affect employees' interests. All principal decisions taken by the company during the financial year are aimed at enhancing both the interests of the business and the interest of its employees who are the enablers of its success.

Information of matters of concern to employees is given through weekly information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance on a monthly basis via a dedicated employee portal.

The company's policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made wherever possible, for retaining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.

DISCLOSURE IN THE STRATEGIC REPORT

The company has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the company's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 in relation to future developments of the company.

The strategic report can be found on pages 2 of these financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors are deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.

ON BEHALF OF THE BOARD:

C D Greenhall - Director

29 July 2026

Opinion

We have audited the financial statements of T.G. HOLDCROFT (MOTORS) LIMITED (the 'company') for the year ended 31 December 2025 which comprise the Statement of Income and Retained Earnings, Statement of Financial Position and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

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

Identifying and assessing potential risks related to irregularities

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

o

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

o

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

o

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

-

Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance;

-

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

-

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

o

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

Based on this approach, we were able to assess the Company risks and ensure the risks were considered throughout all areas of audit testing. The audit team was professionally sceptical throughout the audit and remained alert for inaccurate or misleading information.

Audit response to risks identified

As a result of performing the above, we identified Financial Conduct Authority and Health and Safety compliance risk as key audit matters related to the potential risk of fraud or irregularities.

Our procedures to respond to risks identified included the following:

o

reviewing any audits completed by regulatory bodies in the year and the outcomes of these to ensure no breach of laws and regulations;

o

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

o

enquiring of management concerning actual and potential litigation and claims;

o

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

o

obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and

o

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

Audit testing was completed on a targeted sample basis based on our assessment of risk and materiality. Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations.

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

-

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

-	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

-	Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

-

Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Report of the Auditors to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Report of the Auditors. However, future events or conditions may cause the company to cease to continue as a going concern.

-	Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Use of our report

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

MICHELLE COATES (Senior Statutory Auditor)

for and on behalf of Sumer Auditco Limited

Chartered Accountants & Statutory Auditors

Stone House

Stone Road Business Park

Stoke-on-Trent

ST4 6SR

13 August 2026

TURNOVER

65,243,359

62,658,962

Cost of sales

(57,497,398

)

(54,790,176

)

GROSS PROFIT

7,745,961

7,868,786

Distribution costs

(198,235

)

(66,295

)

Administrative expenses

(6,337,875

)

(5,989,918

)

OPERATING PROFIT

5

1,209,851

1,812,573

Interest receivable and similar income

727

-

1,210,578

1,812,573

Interest payable and similar expenses

7

(202,592

)

(310,153

)

PROFIT BEFORE TAXATION

1,007,986

1,502,420

Tax on profit

8

(235,388

)

(367,048

)

PROFIT FOR THE FINANCIAL YEAR

772,598

1,135,372

Retained earnings at beginning of year

7,950

1,117,578

Dividends

9

(760,000

)

(2,245,000

)

RETAINED EARNINGS AT END OF YEAR

20,548

7,950

FIXED ASSETS

Tangible assets

10

293,340

227,007

CURRENT ASSETS

Stocks

11

6,508,558

7,790,257

Debtors

12

1,887,295

2,005,978

Cash at bank and in hand

291,831

3,125,463

8,687,684

12,921,698

CREDITORS

Amounts falling due within one year

13

(8,959,466

)

(13,139,745

)

NET CURRENT LIABILITIES

(271,782

)

(218,047

)

TOTAL ASSETS LESS CURRENT LIABILITIES

21,558

8,960

CAPITAL AND RESERVES

Called up share capital

15

1,010

1,010

Retained earnings

16

20,548

7,950

SHAREHOLDERS' FUNDS

21,558

8,960

The financial statements were approved by the Board of Directors and authorised for issue on 29 July 2026 and were signed on its behalf by:

C D Greenhall - Director

1.	STATUTORY INFORMATION

T.G. HOLDCROFT (MOTORS) LIMITED is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	STATEMENT OF COMPLIANCE

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

3.	ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS

The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of T G Holdcroft (Holdings) Limited which can be obtained from Companies House. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:

- No cash flow statement has been presented for the company.

- No disclosure has been given for the aggregate remuneration of key management personnel.

SIGNIFICANT JUDGEMENTS AND ESTIMATES

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant judgements

The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows:

The carrying value of stock at the year end is reviewed in accordance with expected selling value. Demonstrator models are generally written down by 3% each month unless use would require a more appropriate percentage. Demonstrators that are intended to be used in the business for over twelve months are capitalised as tangible fixed assets and written off over the estimated useful life of 10 years. Used cars are valued against CAP (current auction price) values to ensure their carrying values are reliable.

Key sources of estimation uncertainty

Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as described below.

As described in the accounting policies of the financial statements, depreciation of tangible fixed assets has been based on estimated useful lives and residual values deemed appropriate by the directors. Estimated useful lives and residual lives are reviewed annually and revised as appropriate. Revisions take in to account actual asset lives and residual values as evidenced by disposals during current and prior accounting periods.

REVENUE RECOGNITION

Turnover represents the total invoice value, excluding value added tax, of sales made during the year, together with commissions and bonuses received as a direct consequence of the invoiced amounts.

Revenue is recognised in the period when the work is completed.

TANGIBLE FIXED ASSETS

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

20% on cost

Motor vehicles

-

10% reducing balance

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

IMPAIRMENT OF FIXED ASSETS

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cashgenerating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

STOCKS

Motor vehicle stocks are stated at the lower of net purchase price and net realisable value. A review of the net realisable values of stock is conducted on a regular basis and values are adjusted to prevailing market value. The market value is assessed with reference to external benchmarking publications and applying historical industry knowledge on the pricing of those vehicles. by reference to make and specific models. We also ensure stocks that exist at the year end are valued correctly by sampling against further post year end actual sales data. Whilst this data is deemed representative of current values it is possible that ultimate sales values can vary from those applied.

Parts stocks are valued on a first-in, first-out basis and are written down to net realisable value by providing for obsolescence on a time in stock based formula approach.

Consignment vehicle inventories are regarded as being effectively under the control of the company and are included within stock on the balance sheet as the company has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset. Control includes the ability to prevent other entities from directing the use of, and obtaining the benefits from, an asset even though legal title has not yet passed. The corresponding liability is included in trade creditors.

FINANCIAL INSTRUMENTS

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

TAXATION

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

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

DEFERRED TAX

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS

The company operates a defined contribution plan for its employees. Amounts in respect of defined contribution plans are recognised as an expense in the profit and loss account when they are due.

EMPLOYEE BENEFITS

The company provides a range of benefits to employees.

Short term benefits, including holiday pay, are recognised as an expense in the profit and loss account in the period in which they are incurred.

FINANCE LEASES AND HIRE PURCHASE CONTRACTS

Assets held under finance leases and hire purchase contracts are recognised in the statement of financial position as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset.

Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.

4.	EMPLOYEES AND DIRECTORS

31.12.25

31.12.24

£

£

Wages and salaries

3,210,785

3,135,382

Social security costs

381,078

338,243

Other pension costs

67,882

89,959

3,659,745

3,563,584

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

31.12.25

31.12.24

Admin and management

22

24

Other operatives

77

74

99

98

31.12.25

31.12.24

£

£

Directors' remuneration

-

33,507

Directors' pension contributions to money purchase schemes

-

1,076

5.	OPERATING PROFIT

The operating profit is stated after charging:

31.12.25

31.12.24

£

£

Depreciation - owned assets

81,260

62,177

Loss on disposal of fixed assets

13,912

10,807

6.	AUDITORS' REMUNERATION

31.12.25

31.12.24

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

11,200

11,196

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.25

31.12.24

£

£

Interest on amounts due to group undertakings

56,107

59,590

Manufacturer stocking plan interest

142,223

250,563

Other interest payable

4,262

-

202,592

310,153

8.

TAXATION

Analysis of the tax charge

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

31.12.25

31.12.24

£

£

Current tax:

UK corporation tax

235,388

367,048

Tax on profit

235,388

367,048

RECONCILIATION OF TOTAL TAX CHARGE INCLUDED IN PROFIT AND LOSS

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

31.12.25

31.12.24

£

£

Profit before tax

1,007,986

1,502,420

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

251,997

375,605

Effects of:

Capital allowances in excess of depreciation

(16,609

)

(8,557

)

Total tax charge

235,388

367,048

9.

DIVIDENDS

31.12.25

31.12.24

£

£

Deferred ordinary shares of £1 each

Interim

760,000

2,245,000

10.	TANGIBLE FIXED ASSETS

Plant and

Motor

machinery

vehicles

Totals

£

£

£

COST

At 1 January 2025

2,874,616

124,156

2,998,772

Additions

148,016

102,776

250,792

Disposals

-

(124,156

)

(124,156

)

At 31 December 2025

3,022,632

102,776

3,125,408

DEPRECIATION

At 1 January 2025

2,750,809

20,956

2,771,765

Charge for year

70,982

10,278

81,260

Eliminated on disposal

-

(20,957

)

(20,957

)

At 31 December 2025

2,821,791

10,277

2,832,068

NET BOOK VALUE

At 31 December 2025

200,841

92,499

293,340

At 31 December 2024

123,807

103,200

227,007