REGISTERED NUMBER: 15203945 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST AUGUST 2025

FOR

LDSH HOLDINGS LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Statement of Directors' Responsibilities

5

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

16

Company Statement of Changes in Equity

17

Consolidated Cash Flow Statement

18

Notes to the Consolidated Cash Flow Statement

19

Notes to the Consolidated Financial Statements

21

DIRECTORS:

Mr L W Dennis

Mr S E Houston

REGISTERED OFFICE:

c/o Michael Heaven & Associates Limited

47 Calthorpe Road

Edgbaston

BIRMINGHAM

West Midlands

B15 1TH

BUSINESS ADDRESS:

Unit 3 Sandpits Ind Est

Houndsfield Lane

Hollywood

B47 5QR

REGISTERED NUMBER:

15203945 (England and Wales)

AUDITORS:

JW Hinks LLP

19 Highfield Road

Edgbaston

Birmingham

B15 3BH

INCORPORATED:

11th October 2023

BUSINESS REVIEW

The financial year ended 31st August 2025 represents the first full financial year following the acquisition of the Group's principal trading subsidiary during the prior year.

Turnover for the year was £15 million compared with £6.4 million in the prior year. The prior year figure includes the results of the trading subsidiary only from the date on which it was acquired by the Group and therefore represents a shorter period of trading. Accordingly, the reported turnover figures are not directly comparable between the two periods.

The Group maintained a stable asset base during the year, with current assets of £2.01 million (2024: £2.66 million) and fixed assets of £678k (2024: £680k).

The average number of employees decreased from 64 to 60 during the year. This reflects a strategic adjustment to align the cost base with current trading levels while maintaining operational efficiency.

The directors consider the company's performance for the year to be satisfactory given prevailing market conditions. The business remains well-positioned within its sector, with an established supplier network and a loyal customer base.

PRINCIPAL RISKS AND UNCERTAINTIES

The company faces a number of risks typical of the motor trade sector:

- Market Demand Risk: Demand for commercial vehicles is influenced by broader economic conditions, including business confidence and access to finance.

- Stock and Pricing Risk: Fluctuations in used vehicle values can impact margins and stock holding profitability.

- Supply Chain Risk: Availability of suitable vehicles at competitive prices remains critical to maintaining margins.

- Regulatory and Environmental Factors: Changes in emissions regulations and shifts toward electric vehicles may affect demand patterns and stock strategy.

The directors actively monitor these risks and adjust purchasing, pricing, and operational strategies accordingly.

KEY PERFORMANCE INDICATORS

The directors monitor performance using a range of financial and non-financial indicators, including:

- Turnover levels and gross margins

- Stock turnover and days in inventory

- Working capital management

- Employee productivity

FUTURE OUTLOOK

The directors expect trading conditions to remain competitive in the short term. However, the company is well placed to respond to market changes through its flexible operating model and established market presence.

Focus for the coming year will include:

- Enhancing stock sourcing strategies

- Maintaining disciplined cost control

- Exploring opportunities in emerging vehicle segments, including low-emission vehicles

The directors remain confident in the long-term prospects of the business.

ON BEHALF OF THE BOARD:

Mr S E Houston - Director

28th August 2026

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of a holding company. Its main asset is the investment in its subsidiary undertaking, from which it derives dividend income.

DIVIDENDS

The total distribution of dividends for the year ended 31st August 2025 will be £ 504,377 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1st September 2024 to the date of this report.

Mr L W Dennis

Mr S E Houston

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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

JW Hinks LLP were appointed as auditor to the company during the year and in accordance with section 485 of

the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

ON BEHALF OF THE BOARD:

Mr S E Houston - Director

28th August 2026

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;

-	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.

Opinion

We have audited the financial statements of LDSH HOLDINGS LTD (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st August 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 31st August 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 qualified opinion

The previous financial statements for the year ended 31st August 2024 were not audited as exemption was taken under section 477 of the Companies Act 2006. We were unable to satisfy ourselves by alternative means concerning a number of opening balances disclosed in the statement of income and retained earnings and the

balance sheet as comparative figures. Whilst we were satisfied with the material accuracy of amounts recorded

in the balance sheet as at 31st August 2025, the impact of opening balances on the current period financial

performance prevents us from forming an opinion on the financial statements taken as a whole.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and

applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities

for the audit of the financial statements section of our report. We are independent of the company in accordance

with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the

FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these

requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 other information comprises the information included in the annual report other than the financial

statements and our auditor's report thereon. The director is responsible for the other information contained

within the annual report. Our opinion on the financial statements does not cover the other information and,

except to the extent otherwise explicitly stated in our report, we do not express any form of assurance

conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the

other information is materially inconsistent with the financial statements or our knowledge obtained in the

course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies

or apparent material misstatements, we are required to determine whether this gives rise to a material

misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that

there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in addition to the "Basis for Qualified Opinion" paragraph.

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.

In the light of the knowledge and understanding of the company and its environment obtained in the course of

the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

In respect solely of the limitation on our work relating to opening balances, described above:

- we have not obtained all the information and explanations that we considered necessary for the purpose of our

audit; and

- we were unable to determine whether adequate accounting records had been maintained.

In the light of the knowledge and understanding of the company and its environment obtained in the course of

the audit, we have not identified material misstatements in the strategic report or the director's report.

With the exception of the above, we have nothing to report in respect of the following matters where the

Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from

branches not visited by us; or

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

- certain disclosures of director's 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 director's responsibilities statement, the director is 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 director determines 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

director is responsible for assessing the company's ability to continue as a going concern, disclosing, as

applicable, matters related to going concern and using the going concern basis of accounting unless the director

either intends to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue 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.

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 identified areas of laws and regulations that could reasonably be expected to have a material effect on the

financial statements and discussed the policies and procedures regarding compliance.

Specific areas considered were as follows:

- Enquiring with management and others to gain an understanding of the organisation itself including

operations, financial reporting and known fraud or error.

- Evaluating and understanding the internal control system.

- Performing analytical procedures as expected or unexpected variances in account balances or classes of

transactions appear.

- Testing documentation supporting account balances or classes of transactions.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected all

irregularities including those leading to material misstatements in the financial statements or non-compliance

with regulation, even though we have properly planned and performed our audit in accordance with auditing

standards.

This risk increases the more that compliance with a law or regulation is removed from the events and

transactions reflected in the financial statements, as we will be less likely to become aware of instances of

non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as

fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council's website at:

https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the 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.

James Cruse FCA, FCCA, BSC (ECON) HONS (Senior Statutory Auditor)

for and on behalf of JW Hinks LLP

19 Highfield Road

Edgbaston

Birmingham

B15 3BH

28th August 2026

TURNOVER

4

14,926,558

6,384,262

Cost of sales

9,399,118

4,150,856

GROSS PROFIT

5,527,440

2,233,406

Administrative expenses

5,378,971

(53,832

)

OPERATING PROFIT

6

148,469

2,287,238

Interest receivable and similar income

195

787

148,664

2,288,025

Interest payable and similar expenses

7

32,636

14,761

PROFIT BEFORE TAXATION

116,028

2,273,264

Tax on profit

8

26,619

67,785

PROFIT FOR THE FINANCIAL YEAR

89,409

2,205,479

Profit attributable to:

Owners of the parent

89,409

2,205,479

PROFIT FOR THE YEAR

89,409

2,205,479

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

89,409

2,205,479

Total comprehensive income attributable to:

Owners of the parent

89,409

2,205,479

FIXED ASSETS

Intangible assets

13

-

-

Tangible assets

14

677,884

679,706

Investments

15

-

-

677,884

679,706

CURRENT ASSETS

Stocks

16

1,030,361

1,080,400

Debtors

17

296,841

196,799

Cash at bank

604,838

1,383,941

1,932,040

2,661,140

CREDITORS

Amounts falling due within one year

18

1,331,641

1,371,142

NET CURRENT ASSETS

600,399

1,289,998

TOTAL ASSETS LESS CURRENT LIABILITIES

1,278,283

1,969,704

CREDITORS

Amounts falling due after more than one year

19

(45,779

)

(291,401

)

PROVISIONS FOR LIABILITIES

21

(95,487

)

(126,318

)

NET ASSETS

1,137,017

1,551,985

CAPITAL AND RESERVES

Called up share capital

22

1,000

1,000

Retained earnings

1,136,017

1,550,985

SHAREHOLDERS' FUNDS

1,137,017

1,551,985

The financial statements were approved by the Board of Directors and authorised for issue on 28th August 2026 and were signed on its behalf by:

Mr L W Dennis - Director

Mr S E Houston - Director

FIXED ASSETS

Intangible assets

13

-

-

Tangible assets

14

-

-

Investments

15

1,298

1,348

1,298

1,348

CURRENT ASSETS

Cash in hand

2

2

CREDITORS

Amounts falling due within one year

18

300

350

NET CURRENT LIABILITIES

(298

)

(348

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,000

1,000

CAPITAL AND RESERVES

Called up share capital

22

1,000

1,000

SHAREHOLDERS' FUNDS

1,000

1,000

Company's profit for the financial year

504,377

654,494

The financial statements were approved by the Board of Directors and authorised for issue on 28th August 2026 and were signed on its behalf by:

Mr L W Dennis - Director

Mr S E Houston - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

1,000

-

1,000

Dividends

-

(654,494

)

(654,494

)

Total comprehensive income

-

2,205,479

2,205,479

Balance at 31st August 2024

1,000

1,550,985

1,551,985

Changes in equity

Dividends

-

(504,377

)

(504,377

)

Total comprehensive income

-

89,409

89,409

Balance at 31st August 2025

1,000

1,136,017

1,137,017

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

1,000

-

1,000

Dividends

-

(654,494

)

(654,494

)

Total comprehensive income

-

654,494

654,494

Balance at 31st August 2024

1,000

-

1,000

Changes in equity

Dividends

-

(504,377

)

(504,377

)

Total comprehensive income

-

504,377

504,377

Balance at 31st August 2025

1,000

-

1,000

Cash flows from operating activities

Cash generated from operations

1

161,589

1,027,897

Interest element of hire purchase payments paid

(32,636

)

(14,761

)

Tax paid

(279,916

)

(118,797

)

Net cash from operating activities

(150,963

)

894,339

Cash flows from investing activities

Purchase of tangible fixed assets

(250,061

)

(62,162

)

Sale of tangible fixed assets

41,565

14,275

Cash acquired with subsidiary

-

780,278

Intercompany balance increase

164,655

194,998

Interest received

195

787

Net cash from investing activities

(43,646

)

928,176

Cash flows from financing activities

Capital repayments in year

(80,117

)

(31,689

)

Amount introduced by directors

-

247,609

Equity dividends paid

(504,377

)

(654,494

)

Net cash from financing activities

(584,494

)

(438,574

)

(Decrease)/increase in cash and cash equivalents

(779,103

)

1,383,941

Cash and cash equivalents at beginning of year

2

1,383,941

-

Cash and cash equivalents at end of year

2

604,838

1,383,941

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

11/10/23

Year ended

to

31/8/25

31/8/24

£

£

Profit before taxation

116,028

2,273,264

Depreciation charges

207,899

(1,953,501

)

Loss/(profit) on disposal of fixed assets

2,418

(3,646

)

Finance costs

32,636

14,761

Finance income

(195

)

(787

)

358,786

330,091

Decrease in stocks

50,039

502,295

(Increase)/decrease in trade and other debtors

(100,142

)

98,379

(Decrease)/increase in trade and other creditors

(147,094

)

97,132

Cash generated from operations

161,589

1,027,897

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st August 2025

31/8/25

1/9/24

£

£

Cash and cash equivalents

604,838

1,383,941

Period ended 31st August 2024

31/8/24

11/10/23

£

£

Cash and cash equivalents

1,383,941

-

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/9/24

Cash flow

At 31/8/25

£

£

£

Net cash

Cash at bank

1,383,941

(779,103

)

604,838

1,383,941

(779,103

)

604,838

Debt

Finance leases

(372,857

)

80,117

(292,740

)

(372,857

)

80,117

(292,740

)

Total

1,011,084

(698,986

)

312,098

1.	STATUTORY INFORMATION

LDSH HOLDINGS LTD is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Turnover

Turnover represents the fair value of consideration receivable for the sale of goods in the ordinary course

of the company's activities, net of value added tax, trade discounts and rebates.

Revenue from the sale of vehicles is recognised when control of the goods has transferred to the

customer, which is typically on delivery or collection. All turnover arises within the United Kingdom.

Goodwill

Negative goodwill arising on the acquisition of a subsidiary represents the excess of the fair value of the identifiable assets acquired and liabilities assumed over the cost of the business combination.

Negative goodwill is recognised separately on the consolidated balance sheet and is released to profit or loss in accordance with FRS 102. During the prior year, the negative goodwill arising on acquisition was released in full to profit or loss.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Plant and machinery

-

25% on reducing balance

Fixtures and fittings

-

25% on reducing balance

Motor vehicles

-

25% on reducing balance

Computer equipment

-

25% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.