REGISTERED NUMBER: 08734338 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

T.G. HOLDCROFT (HOLDINGS) LIMITED

Page

Company Information

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Group Strategic Report

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13

Report of the Directors

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16

Report of the Independent Auditors

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21

Consolidated Statement of Comprehensive Income

22

Consolidated Statement of Financial Position

23

Company Statement of Financial Position

24

Consolidated Statement of Changes in Equity

25

Company Statement of Changes in Equity

26

Consolidated Statement of Cash Flows

27

Notes to the Consolidated Statement of Cash Flows

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Notes to the Consolidated Financial Statements

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51

DIRECTORS:

T G Holdcroft

D A Holdcroft

M E Holdcroft

P L Holdcroft

C D Greenhall

M J McCormick

REGISTERED OFFICE:

Leek Road

Hanley

Stoke on Trent

Staffordshire

ST1 6AT

REGISTERED NUMBER:

08734338 (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 of the company and the group for the year ended 31 December 2025.

REVIEW OF BUSINESS

The principal activity of the company was to be that of a holding company.

The principal activities of the subsidiary undertakings operate across the automotive retail and aftersales sectors. These comprehensive activities encompass:

Motor Vehicle Sales: The retail, corporate, and fleet sale of both new and used passenger cars and commercial vehicles, representing a diverse portfolio of global manufacturer franchises.

Motor Vehicle Servicing and Repairs: The provision of mechanical servicing, scheduled maintenance, and technical repairs through franchise-approved workshop networks.

Accident Repair Services: Operating a specialist accident repair centre to deliver structural and cosmetic vehicle restorations.

Vehicle Parts Sales: The wholesale and retail distribution of genuine manufacturer parts, components, and accessories.

Property Management: The management and strategic development of the group's real estate portfolio to support ongoing operational facilities.

FINANCIAL HIGHLIGHTS

Turnover £826.0 million (2024: £745.6 million)

EBITDA £12.9 million (2024 £12.9 million)

EBIT £11.9 million (2024 £11.1 million)

Profit before Taxation £9.2 million (2024: £7.7 million)

Unit Volume

2025

2024

% Increase Year on Year

New Car Retail

6,052

5,354

+13%

New Car Motability

3,006

3,924

-23%

New Car Corporate

15,402

12,616

+22%

Used Car Retail

8,895

9,314

-5%

Used Car Trade

7,974

7,293

+9%

£   's

£   's

Parts Turnover

£55,812

£51,600

+8%

Service Turnover

£17,792

£15,887

+12%

MANUFACTURER REPRESENTATION (AT 31st DECEMBER 2025)

Franchise Dealership

2025

2024

2023

2022

Hyundai

7

7

7

7

Honda

3

3

4

4

Renault

3

4

4

4

Nissan

2

2

3

3

Dacia

4

4

4

4

Alpine

1

1

1

1

Mazda

2

2

2

2

Volvo

1

1

1

1

MG Motors

3

3

3

3

GWM ORA

1

1

1

0

Genesis

0

1

1

0

Omoda / Jaecoo

2

1

0

0

Chery

1

0

0

0

Geely

1

0

0

0

Total Dealerships

31

30

31

29

Non-Franchised Outlets

B&M Vehicle Sourcing

1

1

1

1

Stoke ARC

1

1

1

1

REVIEW OF BUSINESS

The Board of Directors is very proud to present the results for 2025. The group increased its turnover by £80m (11%) from £745m in 2024 to £826m for 2025. Gross profit also increased, £5.3m up on last year, £59m to £64m which is a 9% improvement, and this gross margin retained remained firm at 7.8% (7.9% in 2024). The group has incurred additional expenses through the year with an overall increase of £4.5m, 9% up on 2024's costs. The notable movements being employment cost increases of both gross wages as well as associated taxes and inflationary costs of our service suppliers. We report an EBITDA of £12.9m versus £12.9m in the previous period and a Profit before Taxation figure of £9.2m which shows favourably versus our 2024 result of £7.7m.

Our medium- to long-term borrowing position continued to improve in 2025, with only £1.4m due after more than one year at year end. This is the lowest level reported in recent years and leaves the organisation in a very strong position to support its future growth strategy. With net assets of more than £55m, the directors are proud of the group's strong financial position, which reflects the hard work and commitment of many people over 60 years of trading.

The 2025 year was a period of recovery for New retail vehicle sales with a 13% increase versus the previous period and significant growth within our corporate division with a record year of sales, 15,402 units, which represents a 22% increase on the previous period. Motability sales reduced versus what was a very strong 2024 performance, this was in line with the national Motability performance, however, the group delivered an 11.7% increase in total New Vehicle sales which is an exceptional result.

We experienced a shrinkage in Used retail units during 2025 with 8,895 transactions versus 9,314 in 2024. This is a similar reduction to the previous year and was not unexpected with the difficulties faced in procuring good quality used inventory. This challenge is not unique to our organisation, and it is reflected in the strength of used vehicle valuations through 2025.

Our retained gross profit of £64,382,154 is a £5.3m increase on the 2024 position with our margin holding steady at 7.8% versus 7.9% last period. This small reduction is due in the main to the increase in fleet volumes and the reduced gross margin within that sales channel.

Franchise Performance

There has been a varied level of performance between our franchise divisions in 2025, and not all have enjoyed the same levels of success as others.

Renault Division

Holdcroft Renault Limited delivered a resilient financial performance in 2025. While net profit reflects intense pressure from new market entrants in specific channels, our core retail and aftersales divisions achieved significant year-on-year growth. New retail vehicle sales exceeded 2024 results across all represented brands:

New Retail Units

2025

2024

Variance

Renault

811

713

+98 (+14%)

Dacia

737

557

+180 (32%)

Alpine

76

27

+49 (+181%)

Renault's growth was driven by a strategic electrification offensive. Electrified models accounted for 20.2% of the sales mix, supported by a dominant presence in the full-hybrid market. Key contributors included the Renault Clio and the Renault 5 E-Tech electric, which led the B-segment EV market. Commercial vehicle sales through the dealerships did fall year on year with a 63 unit (43%) contraction.

Following a challenging 2024, Dacia regained a strong UK market foothold. This was achieved through compelling offers that attracted new conquest customers while maintaining high loyalty among the existing base. The Sandero remained Europe's best-selling passenger car, while the late-2025 launch of the Bigster saw it quickly become the leading C-SUV for retail customers.

For Alpine, the brand's "growth offensive" continued with historic triple-digit gains. This surge was primarily driven by the first full year of sales for the A290 hot hatch, complementing the A110 sports coupé. The Alpine lineup is set to expand from two to five models by the end of 2028.

Whilst Motability sales declined, this was anticipated as new market entrants aggressively targeted this sales channel. Both Renault and Dacia brands were severely affected by this with the second and third heaviest declines within our group brand portfolio.

The positive new retail performance is encouraging and with new models beginning to make their mark we look forward to a strong 2026 with all 3 of the Renault UK stablemates.

Used retail unit sales declined year on year with 143 less units being delivered from the 4 franchise points. The profit per unit on our used retail remained in line with 2024 results which indicates a strong focus on retaining quality stock maintaining a strong speed of sale leading to a high stock turn.

Our Renault aftersales performance continued to develop and across the 4 outlets. We produced an increase in turnover of 7% in servicing and repair sales (10% gross profit increase) and a 3% increase in parts sales (3% gross profit increase).

Nissan Division

Holdcroft Nissan Limited is now a multi-faceted business and has delivered an exceptional financial performance in 2025. The trading now includes a full year with the Omoda and Jaecoo brands at Northwich as well as 4 months trading with Chery from our Crewe outlet. These new brands have had a huge initial impact in the UK market and our customers have been very open and engaging with them all.

The Nissan brand has had a tough year through 2025 with extreme competition coming from new entrants within the new retail channel. New product launches due in 2026 including New Juke, Leaf and Micra bring a high level of optimism around the brand. Motability and Corporate unit sales have continued to perform well through this period, specifically corporate with a 31% unit increase year on year.

Omoda has enjoyed a very strong first full year and expectations have been exceeded. 115 Retail units, 51 Motability and 774 Corporate are figures normally associated with our more established brands The product line up fits well in the UK market and when coupled with very strong tactical offers we have enjoyed an excellent year of sales.

Jaecoo is the sister brand of Omoda and has also been a success story for our group and both the Jaecoo 5 and 7 have proven to be extremely popular vehicles. The Retail and Motability unit sales were strong, 192 and 16 respectively and corporate sales of 975 were beyond original expectations.

New to the UK market in the later part of 2025 the Chery brand has immediately gained traction in our local areas and with a high level of marketing activity being provided by the manufacturer the brand is gaining awareness nationally. 16 Retail transactions during Q4 is a great start and we have orders building for Q1 2026. Additionally, 420 Corporate deliveries were achieved.

Used retail unit sales increased year on year with a total of 1,694 deliveries representing a 5% improvement. Profit per unit on those transactions also improved by around 6% through better management of inventory.

Aftersales performance continued to develop and across the outlets. We produced an increase in turnover of 11% in servicing and repair sales (12% gross profit increase) and a 5% increase in parts sales (8% gross profit increase).

Hyundai Division

2025 served as a pivotal and demanding year for Holdcroft Hyundai Limited. While our core retail new car operations demonstrated commendable resilience, achieving a volume growth of 2.5% to 1,741 units whilst maintaining a healthy profit per unit. Our group remains a key OEM partner responsible for the third-largest market area in the Hyundai network by total industry volume and despite an extremely competitive new car environment, we met our sales objectives in every quarter of 2025.

The broader financial landscape proved more volatile. A substantial contraction in the Motability sector, combined with a 283-unit decline in used retail volumes, made a significant negative impact to the sales departments. The used retail performance was significantly impacted by a large volume of prior year tactical registrations and historical fleet buybacks which affected both our stock profile and margins. Despite these challenges, the profit per unit was up versus the previous year by 5%.

Honda / MG Division

Holdcroft Honda Limited has performed extremely well through the period with Net Profit improvements reported for both franchises represented. We ended 2025 with the addition of a new brand partner in Geely. Geely are a huge global brand, and we are very excited about this new venture and have high expectations of what can be achieved together.

New Vehicle sales for the Honda brand reduced year on year with our outlets delivering 653 units compared with 1,031 units in 2024. Honda UK's lower national volume in 2025 reflects a combination of market pressures and brand specific challenges. The most significant factor was a reduced electric vehicle performance. During 2024, Honda UK supported a significant campaign targeting the e:NY1 EV model which temporarily boosted volumes and enabled the brand to meet the UK governments emissions targets. During 2025, registrations of Honda vehicles fell by more than 20% nationally with both a limited model range and lack of consumer initiatives having a detrimental impact.

In contrast, New retail MG sales increased by 14%, with 1,223 units delivered versus 1,072 in 2024. The MG product range has now grown into a 15-model lineup, including 7 fully electrified vehicles, 3 hybrid models and 2 Plug in Hybrid vehicles (PHEV). This is supported by some incredibly aggressive consumer offers designed to compete directly with new market entrants. Our improved result was also supported by a more experienced and stable leadership team which gave strength and consistency across the division.

Used retail sales across the two brands totalled 1,591 versus 1,377 in 2024, the majority of this increase coming from the sale of additional used MG vehicles which are becoming more widely available in the market. The gross margin generated in Used Retail also improved this period with an increase of £179k which equates to £133 per unit sold.

Our aftersales performance continued to develop on both franchises with total service hours sold for Honda increasing by 9% over the year and MG by an impressive 37%, the increased opportunity from the ever-growing MG vehicle parc now beginning to bear fruit.

TG Holdcroft Motors Division

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.

Group Overview

Customer satisfaction remains at the heart of our business, 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. Our people have always and will always be our most important asset and their representation of our culture will not be left to chance.

We have taken great strides in the advancement of our marketing techniques through 2025 and will take this forward further into 2026. Our presence on social media through various channels has been well received and through innovative content we continue to build brand awareness.

When reflecting on the financial performance of 2025 we are extremely proud of the outcome and believe this sits amongst our best annual achievements in recent years. The journey through 2025 has been a very challenging one and given the increases in costs, driven principally by employment costs and associated taxation, we feel that the company is on a very firm footing as we tackle the changes in the automotive landscape that the next few years will bring.

The increasing number of new entrants into the UK vehicle market will no doubt destabilise the current incumbents and give a fresh choice to the consumer. We must acknowledge that the landscape is changing, and our organisation has always been agile and able to adapt quickly and open to new opportunities which will strengthen the company and add further options to our customer base.

During 2026 we aim to take further steps towards managing the impact our organisation has on the environment as we look to become more efficient with our use of fuels within our premises and our vehicle fleet. We have processes in place that regularly monitor our usage of both Gas and Electricity at our sites which have resulted in significant reductions, and we continue to investigate renewable energy options for the future. We recognise our responsibility to the future and operating a sustainable organisation that will exist for the benefit of future generations is a priority.

The future, as always, will no doubt bring 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 of our stakeholders within the 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 group's performance.

A considerable portion of the group'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.

SECTION 172(1) STATEMENT

The Board of Directors always consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a)-(f) of the Companies Act 2006) in the decisions taken during the year ended 31 December 2025.

Our plan is designed to have a long-term beneficial impact on the group and to contribute to its success in delivering a high quality of service across all our outlets.

Our team members are fundamental to the delivery of our plan. We aim to be a responsible employer in our approach to the pay and benefits our team members receive. The health, safety and well-being of our team members is one of our primary considerations in the way we do business. Engagement with suppliers and customers is also key to our success. We meet with our major manufacturing partners regularly throughout the year and take the appropriate action, when necessary, to prevent involvement in modern slavery, corruption, bribery and breaches of competition law.

Our plan took into account the impact of the Group's operations on the community and environment and our wider social responsibilities, in particular how we comply with environmental legislation and pursue waste-saving opportunities and react promptly to local community concerns.

As the Board of Directors, our intention is to behave responsibly and ensure that the management operate the business in a responsible manner, operating within the high standards of business conduct and good governance expected from a business such as ours and in doing so, will contribute to the delivery of our plan. The intention is to nurture our reputation, through both the construction and delivery of our plan that reflects our beliefs and culture.

As the Board of Directors, our intention is to behave responsibly towards all our enlightened shareholders and treat them fairly and equally, so they too may benefit from the successful delivery of our plan.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

We will continue to strengthen our relationship with all of our long-term brand partners, customers and suppliers and remain able and willing to adapt to whatever requirements are necessary to ensure a successful outcome for all stakeholders. Our commitment to the Prompt Payment Code ensures our SME partners maintain healthy cash flows, securing our long-term supply chain resilience. Our group average time to pay invoices is 21 days.

Stakeholder

Why it is important to engage

Ways to engage

Stakeholders' key interests

Customers

Engagement with our customers enables us to understand our customers’ needs and empowers us to deliver relevant information, new models and aftersales services whilst retaining existing customers and attracting new ones.

Website, Social media, face to face, dealership locations, telephone and satisfaction surveys.

Availability of product range, financial offers and aftersales services together with convenience, reliability, trust and the ability to officially engage.

Employees

Engagement between our employees and our customers is the primary method by which we are able to exhibit the Holdcroft Brand. Our employees are fundamental in delivering the customer experience and the key to our business success.

Recognition and reward environment, regular communication, training and apprenticeship programmes.

Career progression, remuneration and benefits, training and development, employee interaction and well-being programmes.

Suppliers

Engagement with our supply chain ensures that we are able to supply our customers with motor vehicles and aftersales products they desire or require whilst maintaining supply security as far as possible.

Regular supplier meetings building upon long term relationships, product updates, corporate image maintenance and infrastructure support.

Logistical efficiencies, cost efficiencies, maintenance of quality product supply and good working relationships. Financial viability of partners. Providing our customers with the best value for money products.

Government

Policies and regulatory changes can provide both opportunities or risks to our operations.

Engaging with HMRC, VOSA, DVLA, OZEV, FCA, etc. Submission of tax returns and payment of tax.

Payment of the correct tax at the correct time. Compliance with all laws and regulations.

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

Google Reviews (Honda)

4.7

4.7

4.6

Google Reviews (Hyundai)

4.7

4.7

4.7

Google Reviews (Nissan)

4.6

4.6

4.6

Google Reviews (Omoda / Jaecoo)

4.9

n/a

n/a

Google Reviews (Renault)

4.7

4.7

4.6

Google Reviews (Dacia)

4.8

4.8

4.7

Google Reviews (Alpine)

4.9

4.9

4.8

Group Average

4.8

4.7

4.7

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

Turnover (Growth)

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

For the financial year to 31 December 2025, turnover was £826,009,955. (2024 £745,643,963)

Gross Margin

As previously stated, the vehicle market in the UK is highly competitive and margins continue to be pressured. This years' gross margin was £64,382,154 (7.8%) versus a 2024 result of £59,081,288 (7.9%).

EBITDA

Our EBITDA achieved for 2025 was £12,887,416 versus a 2024 result of £12,862,381

Return on Sales

The return on sales for 2025 was 1.1% (pre-taxation) compared to a 2024 result of 1.03%.

Return on Capital Employed

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

[Pre tax net profit] / [net asset value] x 100

Return on capital employed at 31 December 2025 was 16.7% versus 15.7% in the year to 31 December 2024.

ON BEHALF OF THE BOARD:

C D Greenhall - Director

29 July 2026

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

DIVIDENDS

Dividends paid during the year amounted to £535,000. The directors have recommended that there be no final dividend.

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

P L Holdcroft

C D Greenhall

M J McCormick

GOING CONCERN

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 group's policy is to consult, coach and discuss with employees, through staff councils and at meetings, matters likely to affect employees’ interest. All principal decisions taken by the group 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 group's performance on a monthly basis via a dedicated employee portal.

The group'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.

STREAMLINED ENERGY AND CARBON REPORTING

This section includes our mandatory reporting of energy and greenhouse gas emissions for the period 1 January 2025 to 31 December 2025, pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, implementing the government’s Streamlined Energy and Carbon Reporting (SECR) policy.

Our methodology to calculate our greenhouse gas emissions is based on the 'Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance (March 2019)’ using DESNZ’s 2024 and 2025 conversion factors as appropriate. In some cases, consumption has been extrapolated from available data or direct comparison made to a comparable period.

We report using a financial control approach to define our organisational boundary. We have reported all material emission sources required by the regulations for which we deem ourselves to be responsible and have maintained records of all source data and calculations.

Our energy management programme is ongoing, including monitoring and targeted reporting of energy consumption on a daily basis at the majority of our sites. Through the service provided by our energy consultants, the energy management programme we run enables us to identify and address any consumption issues as and when they arrive, allowing us to eliminate unnecessary energy waste.

The table below includes total energy consumption (reported as kWh) and greenhouse gas emissions for the sources required by the regulations, along with our intensity ratio.

01/01/2025 - 31/12/2025

01/01/2024 - 31/12/2024

Total Energy Consumption - Used for Emissions Calculation (kWh)

11,718,757

11,155,483

Gas Combustion Emissions, Scope 1 (tCO2e)

662

656

Purchased Electricity Emissions, Scope 2 (tCO2e)

580

660

Vehicle Fuel Combustion Emissions, Scope 1 (tCO2e)

1,207

1,065

Vehicle Fuel Combustion Emissions, Scope 3 (tCO2e)

0

0

Total Gross Reported Emissions (tCO2e)

2,408

2,381

Turnover (£m)

826

746

Intensity Ratio: Turnover (tCO2e / £m)

2.9

3.2

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 group.

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

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 the group 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 accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group'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 (HOLDINGS) LIMITED (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 group's and of the parent company 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page sixteen, 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 group's and 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 group or the parent 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:

•

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

•

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

•

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

-

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

-

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

-

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

•

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 group risks and ensure the risks were considered throughout all areas of audit testing across all group companies. 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:

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

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

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

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

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

• 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 group'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 group or the parent 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 group or the parent 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.

-	Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express and opinion on the consolidated financial statements.

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

4

826,009,955

745,643,963

Cost of sales

(761,627,801

)

(686,562,675

)

GROSS PROFIT

64,382,154

59,081,288

Administrative expenses

(52,678,250

)

(48,172,139

)

11,703,904

10,909,149

Other operating income

165,600

165,600

OPERATING PROFIT

6

11,869,504

11,074,749

Interest receivable and similar income

8

67,509

35,931

11,937,013

11,110,680

Interest payable and similar expenses

9

(2,706,286

)

(3,420,114

)

PROFIT BEFORE TAXATION

9,230,727

7,690,566

Tax on profit

10

(2,163,846

)

(1,942,664

)

PROFIT FOR THE FINANCIAL YEAR

7,066,881

5,747,902

FIXED ASSETS

Intangible assets

13

2,706,431

2,683,450

Tangible assets

14

51,731,036

50,809,323

Investments

15

-

-

54,437,467

53,492,773

CURRENT ASSETS

Stocks

16

112,567,228

94,327,334

Debtors

17

30,931,948

57,015,118

Cash at bank and in hand

6,184,823

2,617,682

149,683,999

153,960,134

CREDITORS

Amounts falling due within one year

18

(145,469,495

)

(149,963,826

)

NET CURRENT ASSETS

4,214,504

3,996,308

TOTAL ASSETS LESS CURRENT LIABILITIES

58,651,971

57,489,081

CREDITORS

Amounts falling due after more than one year

19

(1,440,064

)

(6,769,175

)

PROVISIONS FOR LIABILITIES

22

(1,805,514

)

(1,719,039

)

NET ASSETS

55,406,393

49,000,867

CAPITAL AND RESERVES

Called up share capital

23

192,431

192,431

Share premium

24

9,587,980

9,587,980

Revaluation reserve

24

4,959,934

5,086,289

Merger reserve

24

12,198,733

12,198,733

Retained earnings

24

28,467,315

21,935,434

SHAREHOLDERS' FUNDS

55,406,393

49,000,867

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