Registration number:
for the
Year Ended 30 November 2025
The Tyre Group Holdings Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
The Tyre Group Holdings Limited
Company Information
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Directors |
T E G Elliston C D Freeman C M Freeman J C Freeman L J Jepras T J Lewis A M Stenning |
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Registered office |
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Auditors |
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The Tyre Group Holdings Limited
Strategic Report for the Year Ended 30 November 2025
The directors present their strategic report for the year ended 30 November 2025.
Principal activity
The principal activity of the company is that of a holding company.
The principal activity of the group is the wholesale retail of tyres and exhausts.
Fair review of the business
The results for the year, which are set out in the profit and loss account, show turnover of £90,631,071 (2024 - £84,295,050) and an operating profit of £777,564 (2024 Loss - £1,951,886). At 30 November 2025, the Group had net assets of £13,888,189 (2024 - £15,086,667). The directors consider the performance for the year and the financial position at the year end to be satisfactory.
Principal risks and uncertainties
The management of the business and the execution of the Group's strategy are subject to a number of risks. The key business risks and uncertainties affecting the Group are considered to relate to competition from both national and local providers of tyres and exhausts.
Section 172 (1) Statement
The directors' believe they have effectively implemented their duties under section 172 of the Companies Act 2006. The company has considered the long-term strategy of the business in the strategic report and consider this strategy will continue to deliver long term success to the business and it’s stakeholders.
The group is committed to maintaining an excellent reputation and strives to achieve high standards across all areas. The group is highly selective about which suppliers are used to deliver best value while maintaining an awareness of the environmental impact of the work they do and strive to reduce their carbon footprint.
The directors' recognise the importance of wider stakeholders in delivering their strategy and achieving sustainability within the business. The main stakeholders in the company are considered to be the employees, suppliers and customers.
In ensuring that all our stakeholders are considered as part of every decision process, we believe we act fairly between all members of the company.
Approved by the
Director
The Tyre Group Holdings Limited
Directors' Report for the Year Ended 30 November 2025
The directors present their report and the for the year ended 30 November 2025.
Directors of the company
The directors who held office during the year were as follows:
Financial instruments
The Group does not actively use financial instruments as part of its financial risk management. It is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this through credit control procedures. The nature of its financial instruments means that they are subject to liquidity and price risk as detailed in note 19 to these financial statements. The Group has financial resources available and is expecting to return to trading profitably and generating cash from operating activities. The directors therefore have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and has continued to adopt the going concern basis in preparing the financial statements.
Going concern
The directors have prepared detailed forecast models for the Group and have applied a range of sensitivities to assess the potential impact of external factors that could affect the Group's future performance, including a downturn in market conditions, increased inflationary pressures and potential supply chain disruption.
These forecasts have been updated to reflect the Group's revised sales and procurement strategies, which are expected to deliver improved trading performance and purchasing efficiencies. Under both the base case and sensitised scenarios, the forecasts indicate that the Group is expected to maintain compliance with the financial covenants attached to its borrowing facilities throughout the forecast period.
Having reviewed the forecasts and projections, together with the available debt facilities, the benefits arising from the revised sales and procurement initiatives, and the strength of the Group's property portfolio, which continues to attract interest from third-party investors, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.
Accordingly, the directors continue to adopt the going concern basis in preparing the Group's financial statements.
Employee involvement
The Group's policy is to consult and discuss with employees, through regular operational meetings, matters likely to affect employees' interests. Information on matters of concern to employees is given through 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.
Employment of disabled persons
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, to enable them to perform work identified as appropriate to their aptitudes and abilities.
Streamlined Energy & Carbon Reporting (SECR)
For SECR disclosure, refer to the ultimate parent undertaking, Malvern Tyres Holdings Limited.
The Tyre Group Holdings Limited
Directors' Report for the Year Ended 30 November 2025
Disclosure of information to the auditor
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Appointment of auditors
Hazlewoods LLP have expressed their willingness to continue in office.
Approved by the
Director
The Tyre Group Holdings Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
• | select suitable accounting policies and apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Tyre Group Holdings Limited
Independent Auditor's Report to the Members of The Tyre Group Holdings Limited
Opinion
We have audited the financial statements of The Tyre Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 group's and the parent company's affairs as at 30 November 2025 and of the group's loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
The Tyre Group Holdings Limited
Independent Auditor's Report to the Members of The Tyre Group Holdings Limited
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our 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 and the Directors' Report.
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 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the 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.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the group’s industry and its control environment and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
The Tyre Group Holdings Limited
Independent Auditor's Report to the Members of The Tyre Group Holdings Limited
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
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reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
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performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
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enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
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reading minutes of meetings of those charged with governance. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s 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 an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of
Windsor House
Bayshill Road
GL50 3AT
The Tyre Group Holdings Limited
Consolidated Profit and Loss Account for the Year Ended 30 November 2025
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Note |
2025 |
2024 |
|
|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Other operating income |
|
|
|
|
Operating profit/(loss) |
|
( |
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
Loss before tax |
( |
( |
|
|
Tax on loss |
( |
|
|
|
Loss for the financial year |
( |
( |
|
|
Profit/(loss) attributable to: |
|||
|
Owners of the company |
( |
( |
The above results were derived from continuing operations.
The Tyre Group Holdings Limited
Consolidated Statement of Comprehensive Income for the Year Ended 30 November 2025
|
2025 |
2024 |
|
|
Loss for the year |
( |
( |
|
Foreign currency translation (losses)/gains |
( |
|
|
Total comprehensive income for the year |
( |
( |
|
Total comprehensive income attributable to: |
||
|
Owners of the company |
( |
( |
The Tyre Group Holdings Limited
(Registration number: 12952186)
Consolidated Balance Sheet as at 30 November 2025
|
Note |
2025 |
2024 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
Other financial assets |
1 |
1 |
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
100 |
100 |
|
|
Other reserves |
17,472,368 |
17,472,368 |
|
|
Profit and loss account |
(3,584,279) |
(2,385,801) |
|
|
Equity attributable to owners of the company |
13,888,189 |
15,086,667 |
|
|
Shareholders' funds |
13,888,189 |
15,086,667 |
Approved and authorised by the
Director
The Tyre Group Holdings Limited
(Registration number: 12952186)
Balance Sheet as at 30 November 2025
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Note |
2025 |
2024 |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Current assets |
|||
|
Debtors |
|
|
|
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Profit and loss account |
|
|
|
|
Shareholders' funds |
|
|
The company made a profit after tax for the financial year of £5,236,245 (2024 - profit of £397,772).
Approved and authorised by the
Director
The Tyre Group Holdings Limited
Consolidated Statement of Changes in Equity for the Year Ended 30 November 2025
Equity attributable to the parent company
|
Share capital |
Other reserves |
Profit and loss account |
Total |
|
|
At 1 December 2024 |
|
|
( |
|
|
Loss for the year |
- |
- |
( |
( |
|
Other comprehensive income |
- |
- |
( |
( |
|
Dividends |
- |
- |
( |
( |
|
At 30 November 2025 |
|
|
( |
|
|
Share capital |
Other reserves |
Profit and loss account |
Total |
|
|
At 1 December 2023 |
- |
- |
|
|
|
Loss for the year |
- |
- |
( |
( |
|
Other comprehensive income |
- |
- |
|
|
|
Dividends |
- |
- |
( |
( |
|
New share capital subscribed |
|
- |
- |
|
|
Merger adjustment, increase in equity |
- |
|
- |
|
|
At 30 November 2024 |
|
|
( |
|
Other reserves represent a merger reserve created on a share-for-share exchange of the trading subsidiaries from Malvern Tyres Holdings Limited to The Tyres Group Holdings Limited. As the transaction did not result in any change in the ultimate control of the Group, merger relief was applied and a merger accounting was recognised.
The Tyre Group Holdings Limited
Statement of Changes in Equity for the Year Ended 30 November 2025
|
Share capital |
Profit and loss account |
Total |
|
|
At 1 December 2024 |
|
|
|
|
Profit for the year |
- |
|
|
|
Dividends |
- |
( |
( |
|
At 30 November 2025 |
|
|
|
|
Share capital |
Profit and loss account |
Total |
|
|
Profit for the year |
- |
|
|
|
Dividends |
- |
( |
( |
|
New share capital subscribed |
|
- |
|
|
At 30 November 2024 |
|
|
|
The Tyre Group Holdings Limited
Consolidated Statement of Cash Flows for the Year Ended 30 November 2025
|
Note |
2025 |
2024 |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Profit on disposal of tangible assets |
( |
( |
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
( |
|
|
|
( |
||
|
Working capital adjustments |
|||
|
Increase in stocks |
( |
( |
|
|
Decrease in trade debtors |
|
|
|
|
Increase in trade creditors |
|
|
|
|
Cash generated from operations |
|
|
|
|
Income taxes (paid)/received |
( |
|
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
|
|
|
Acquisition of subsidiaries (net of cash acquired) |
( |
( |
|
|
Net cash flows from investing activities |
|
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from issue of ordinary shares, net of issue costs |
- |
|
|
|
Repayment of bank borrowing |
( |
|
|
|
Dividends paid |
( |
( |
|
|
Repayment of invoice discounting |
(7,725,018) |
(39,109) |
|
|
Payments on lease liabilities |
(3,135,346) |
(1,683,537) |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 1 December |
|
|
|
|
Cash and cash equivalents at 30 November |
1,173,960 |
1,692,530 |
|
The Tyre Group Holdings Limited
Notes to the Financial Statements for the Year Ended 30 November 2025
|
General information |
The company is a private company limited by share capital, incorporated in the United Kingdom.
The address of its registered office is:
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Summary of disclosure exemptions
The company has not presented a cash flow statement on the grounds that the company is a wholly owned subsidiary and a group cash flow statement is included in the financial statements of the parent company, Malvern Tyres Holdings Limited.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 November 2025.
No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a profit after tax for the financial year of £5,236,245 (2024 - profit of £397,772).
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
The Tyre Group Holdings Limited
Notes to the Financial Statements for the Year Ended 30 November 2025
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Merger accounting
Any difference between the nominal value of shares issued as consideration and the book value of the net assets acquired is recognised within equity as a merger reserve. The transaction is accounted for in accordance with the merger relief provisions of the Companies Act 2006, where applicable. As the transaction does not result in a change in the ultimate control of the entities concerned, no goodwill arises on consolidation.
Parent Company Guarantee
The Tyre Group Holdings Limited has provided a guarantee in accordance with section 479A of the Companies Act 2006 to the below named subsidiaries to allow them to claim exemption from audit.
Malvern Tyres (Wholesale) Limited (04066994)
King David Tyres Limited (01219477)
The County Tyre (Holdings) Limited (00704228)
The Tyre Store Limited (03704400)
Going concern
The Group is part of the wider Malvern Tyres Holdings Group. The directors have considered the Group's position within the Malvern Tyres Holdings Group as part of their assessment of the Group's ability to continue as a going concern.
The directors have prepared detailed forecast models for the Group and have applied a range of sensitivities to assess the potential impact of external factors that could affect the Group's future performance, including a downturn in market conditions, increased inflationary pressures and potential supply chain disruption.
These forecasts have been updated to reflect the Group's revised sales and procurement strategies, which are expected to deliver improved trading performance and purchasing efficiencies. Under both the base case and sensitised scenarios, the forecasts indicate that the Group is expected to maintain compliance with the financial covenants attached to its borrowing facilities throughout the forecast period.
Having reviewed the forecasts and projections, together with the available debt facilities, the benefits arising from the revised sales and procurement initiatives, and the strength of the Group's property portfolio, which continues to attract interest from third-party investors, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.
Accordingly, the directors continue to adopt the going concern basis in preparing the Group's financial statements.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The Tyre Group Holdings Limited
Notes to the Financial Statements for the Year Ended 30 November 2025
Judgements and estimation uncertainty
In preparing the financial statements, the directors are required to make certain judgements, estimates and assumptions. The principal areas requiring judgement and estimation relate to the assessment of going concern and the valuation of inventories. Inventories are stated at the lower of cost and net realisable value, with cost including an estimate of the costs incurred in bringing inventories to their present location and condition for sale..
Revenue recognition
In line with the early adoption of the amendments to FRS 102, the revenue recognition model for accounting revenue from contracts with customers applies the five step model to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods and services. Revenue from contracts with customers is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the company.
There are five steps involved in applying this model:
•Step 1: Identify the contract(s) with a customer
•Step 2: Identify the performance obligations in the contract
•Step 3: Determine the transaction price
•Step 4: Allocate the transaction price to the performance obligations in the contract; and
•Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation
Revenue is recognised at the point in time when control of goods or services transfers to the customer. This occurs when tyres are sold and when non-tyre related services are completed. All revenue is therefore recognised at a point in time and there is no 'over time' revenue. Warranties are considered immaterial and do not impact the timing of revenue recognition.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
The Tyre Group Holdings Limited
Notes to the Financial Statements for the Year Ended 30 November 2025
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land, over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Freehold buildings |
Nil |
|
Leasehold properties |
Over the period of the lease |
|
Plant and machinery |
10% - 33% straight line or reducing balance |
|
Motor vehicles |
20% straight line or reducing balance |
Goodwill
A policy of 20 years for amortising the goodwill has been retained following the transition to FRS 102 in 2014. Whilst FRS 102 recommends a default maximum economic life for goodwill of 10 years, the directors consider that there was no revision required to the existing policy of 20 years and that there is an active and sustainable market for the asset that supports a longer period being used.
Intangible assets
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
Straight line over 20 years |
Investments
Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the weighted average cost method (WAVCO).
The Tyre Group Holdings Limited
Notes to the Financial Statements for the Year Ended 30 November 2025
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Short term leases (up to one year) or leases of low value (up to £500) are recognised as an expense on a straight-line basis over the term of the lease.
The Group recognises right-of-use assets under lease agreements in which it is the lessee. The underlying assets comprise property, plant and machinery and motor vehicles, and are used in the normal course of business. The right-of-use assets comprise the initial measurement of the corresponding lease liability payments made at or before the commencement day as well as any initial direct costs and an estimate of costs to be incurred in dismantling the asset. Lease incentives are deducted from the cost of the right-of-use asset. The corresponding lease liability is included in the statement of financial position as a lease liability.
The right-of-use asset is depreciated on a straight-line basis over shorter of the asset’s useful life and the lease term and where impairment indicators exist, the right of use asset will be assessed for impairment.
The lease liability shall initially be measured at the present value of the lease payments that are not paid at that date, discounted using the rate implicit in the lease or, where this cannot be determined, the Group’s incremental borrowing rate. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (application of the effective interest method) and by reducing the carrying amount to reflect the lease payments made. No lease modification or reassessment changes have been made during the reporting period from changes in any lease terms or rent charges.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
The Tyre Group Holdings Limited
Notes to the Financial Statements for the Year Ended 30 November 2025
Financial instruments
Classification
Recognition and measurement
Financial instruments (continued)
Impairment
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
|
Turnover |
The analysis of the group's Turnover for the year by class of business is as follows:
|
2025 |
2024 |
|
|
Tyres |
|
|
|
Non-tyres |
12,416,571 |
7,621,498 |
|
|
|
The Tyre Group Holdings Limited
Notes to the Financial Statements for the Year Ended 30 November 2025
The total turnover of the company has been derived from its principal activity wholly undertaken in the United Kingdom.
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2025 |
2024 |
|
|
Sub lease rental income |
|
|
|
Miscellaneous other operating income |
|
- |
|
|
|
|
Operating profit |
Arrived at after charging:
|
2025 |
2024 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Other interest receivable and similar income |
|
2025 |
2024 |
|
|
Interest income on investments |
|
|
|
Interest income from group undertakings |
|
|
|
|
|
|
Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest expense on other finance liabilities |
|
|
|
Lease liability interest |
|
|
|
|
|
|
Staff costs |
Group
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Management and production |
|
|
The Tyre Group Holdings Limited
Notes to the Financial Statements for the Year Ended 30 November 2025
Company
The company incurred no staff costs and had no employees other than the directors.
|
Key management personnel remuneration |
The directors' remuneration for the year was as follows:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
|
|
In respect of the highest paid director:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Company contributions to money purchase pension schemes |
|
|
|
Auditors' remuneration |
|
2025 |
2024 |
|
|
Audit of these financial statements |
|
|
|
Other fees to auditors |
||
|
Taxation compliance services |
|
|
|
All other non-audit services |
|
|
|
|
|
The Tyre Group Holdings Limited
Notes to the Financial Statements for the Year Ended 30 November 2025
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2025 |
2024 |
|
|
Current taxation |
||
|
UK corporation tax |
|
( |
|
UK corporation tax adjustment to prior periods |
|
( |
|
|
( |
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2024 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2025 |
2024 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Tax decrease from effect of capital allowances and depreciation |
( |
- |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Tax increase from effect of unrelieved tax losses carried forward |
|
|
|
Increase/(decrease) in UK and foreign current tax from unrecognised temporary difference from a prior period |
|
( |
|
Total tax charge/(credit) |
|
( |
The Tyre Group Holdings Limited
Notes to the Financial Statements for the Year Ended 30 November 2025
|
Intangible assets |
Group
|
Goodwill |
|
|
Cost or valuation |
|
|
At 1 December 2024 |
|
|
Additions acquired separately |
|
|
At 30 November 2025 |
|
|
Amortisation |
|
|
At 1 December 2024 |
|
|
Amortisation charge |
|
|
At 30 November 2025 |
|
|
Carrying amount |
|
|
At 30 November 2025 |
|
|
At 30 November 2024 |
|
The Tyre Group Holdings Limited
Notes to the Financial Statements for the Year Ended 30 November 2025
|
Tangible assets |
Group
|
Land and buildings |
Furniture, fittings and equipment |
Motor vehicles |
Right of use assets |
Total |
|
|
Cost or valuation |
|||||
|
At 1 December 2024 |
|
|
|
|
|
|
Additions |
|
|
|
- |
|
|
Disposals |
( |
- |
( |
- |
( |
|
At 30 November 2025 |
|
|
|
|
|
|
Depreciation |
|||||
|
At 1 December 2024 |
|
|
|
|
|
|
Charge for the year |
|
|
|
|
|
|
Eliminated on disposal |
- |
- |
( |
- |
( |
|
At 30 November 2025 |
|
|
|
|
|
|
Carrying amount |
|||||
|
At 30 November 2025 |
|
|
|
|
|
|
At 30 November 2024 |
|
|
|
|
|
Included within the net book value of land and buildings above is £1,886,785 (2024 - £2,290,083) in respect of freehold land and buildings and £653,367 (2024 - £1,322,033) in respect of long leasehold land and buildings.
Right of use assets relate entirely to properties which the company leases for use in its operations. See note 2 for more details. Given that the value of motor vehicles and plant & machinery leases are individually immaterial, it is not considered appropriate to reclassify these assets from their existing categories to Right-of-Use assets. The impact of such a reclassification would not be a material impact to the users view of the financial statements.
The Tyre Group Holdings Limited
Notes to the Financial Statements for the Year Ended 30 November 2025
|
Investments |
Company
|
2025 |
2024 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost and carrying amount |
|
|
At 1 December 2024 |
|
|
Additions |
|
|
At 30 November 2025 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2025 |
2024 |
|||
|
Subsidiary undertakings |
||||
|
|
United Kingdom |
Ordinary |
|
|
|
|
United Kingdom |
Ordinary |
|
|
|
|
United Kingdom |
Ordinary |
|
|
|
|
United Kingdom |
Ordinary |
|
|
|
|
United Kingdom |
Ordinary |
|
|
|
|
United Kingdom |
Ordinary |
|
|
|
|
United Kingdom |
Ordinary |
|
|
|
|
United Kingdom |
Ordinary |
|
|
|
|
United Kingdom |
Ordinary |
|
|
|
|
United Kingdom |
Ordinary |
|
|
|
|
United Kingdom |
Ordinary |
|
|
|
|
United Kingdom |
Ordinary |
|
|
|
|
United Kingdom |
Ordinary |
|
|
|
|
Republic of Ireland |
Ordinary |
|
|
|
|
United Kingdom |
Ordinary |
|
|
|
|
United Kingdom |
Ordinary |
|
|
The Tyre Group Holdings Limited
Notes to the Financial Statements for the Year Ended 30 November 2025
The principal activity of Malvern Tyres (Wholesale) Limited is the wholesale and retail of tyres and exhausts.
The principal activity of Malvern Tyres Limited is that of a dormant company.
The principal activity of Auto Tyre & Battery Limited is that of a dormant company.
The principal activity of B I T S Limited is that of a dormant company.
The principal activity of King David Tyres Limited is the wholesale and retail of tyres and exhausts.
The principal activity of HC 1113 Limited is that of a dormant company.
The principal activity of Dads Tyres Limited is that of a dormant company.
The principal activity of County Tyres Limited is that of a dormant company.
The principal activity of County OTR Limited is that of a dormant company.
The principal activity of Europa Tyres Limited is that of a dormant company.
The principal activity of Mammoth Tyres Limited is that of a dormant company.
The principal activity of Mohawk Tyres (UK) Limited is that of a dormant company.
The principal activity of The County Tyre (Holdings) Limited is the wholesale and retail of tyres and exhausts.
The principal activity of Treadwell Tyres (Ireland) Limited is the distribution of motor vehicle tyres and
accessories.
The principal activity of Malvern Tyres Group Limited is that of a dormant company.
The principal activity of The Tyre Group Holdings Limited is that of a dormant company.
The principal activity of The Tyre Store Limited is the wholesale and retail of tyres and exhausts.
|
Stocks |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Goods for resale |
|
|
- |
- |
|
Debtors |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Trade debtors |
|
|
- |
- |
|
Amounts owed by group undertakings |
|
|
|
|
|
Other debtors |
|
|
|
|
|
Prepayments |
|
|
|
- |
|
|
|
|
|
|
The Tyre Group Holdings Limited
Notes to the Financial Statements for the Year Ended 30 November 2025
|
Creditors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
2024 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Trade creditors |
|
|
- |
- |
|
|
Amounts due to group undertakings |
|
|
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other creditors |
|
|
|
|
|
|
Accruals |
|
|
- |
- |
|
|
Corporation tax liability |
|
|
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Loans and borrowings |
Current loans and borrowings
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Bank borrowings |
- |
|
- |
- |
|
Lease liabilities |
|
|
- |
- |
|
|
|
- |
- |
|
Non-current loans and borrowings
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Lease liabilities |
|
|
- |
- |
During the year, all bank loans and overdrafts were repaid and subsequently refinanced with a new lender, which is disclosed within the ultimate parent undertaking financial statements.
Interest on lease liabilities of £809,268 (2024 - £238,455) has been recognised using an interest rate of between 5.25% and 9.25% with a cash outflow for the same period of £1,705,813 (2024 - £1,014,258).
The Tyre Group Holdings Limited
Notes to the Financial Statements for the Year Ended 30 November 2025
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
72 |
|
72 |
|
|
|
29 |
|
29 |
|
|
|
|
|
|
Rights, preferences and restrictions
|
The different classes of share referred to above carry separate rights to dividends but, in all other significant respects, rank pari passu. |
|
Dividends |
|
2025 |
2024 |
|
|
Dividends paid |
475,039 |
396,997 |
|
Related party transactions |
Group
During the year, the Group incurred management charges of £1,965,704 (2024: £2,012,532), paid interest of £354,872 (2024: £786,807) and paid dividends of £457,783 (2024: £396,997) to its parent undertaking, Malvern Tyres Holdings Limited. At the year end, amounts due to Malvern Tyres Holdings Limited totalled £5,272,142 (2024: £12,209,691). All transactions with related parties were conducted on an arm's length basis.
|
Parent and ultimate parent undertaking |
The company's immediate and ultimate parent undertaking is
The ultimate controlling party is