STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

RAINWORTH (YORKSHIRE) LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditor

4

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Cash Flow Statement

11

Notes to the Cash Flow Statement

12

Notes to the Financial Statements

13

DIRECTORS:

S C Beckett

J R Atherton

REGISTERED OFFICE:

Sherwood Oaks Business Park

Southwell Road West

Mansfield

Nottinghamshire

NG18 4GF

REGISTERED NUMBER:

13244164 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mr Oliver Jenkins ACCA

AUDITOR:

Hewitt Card Limited

Statutory Auditor

70-72 Nottingham Road

Mansfield

Nottinghamshire

NG18 1BN

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

Our objectives are to provide a reliable, competitive and high quality supply of motor vehicles, and after sales care to both the public and corporate customers. This is backed up by specialist knowledge built up through the combined experience of our staff.

Through this we aim to achieve an acceptable return for the shareholders and provide for longer term planning to secure the future of the Company.

REVIEW OF BUSINESS

The directors are pleased with the overall performance of the business for the year in what continues to be a challenging environment.

The Company has seen a significant increase in the new car market in the current year whilst still maintaining it's presence in the used car market.

The Company's turnover has increased significantly and it's balance sheet position has also strengthened overall at the year end when compared to the previous year. With turnover increasing and gross profit percentage decreasing, this has resulted in an gross profit remaining about the same as the prior year and the net profit has also remained about the same.

The key performance indicators by which financial performance is measured are as follows:-

2025

2024

Turnover

£65.6m

£47.9m

Gross profit percentage

2.04%

3.16%

Net profit

£144k

£293k

Shareholders funds

£1.1m

£1.0m

ON BEHALF OF THE BOARD:

J R Atherton - Director

8 July 2026

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of motor car dealers and motor engineers.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

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

S C Beckett

J R Atherton

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditor is 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 company's auditor is aware of that information.

AUDITOR

The auditors, Hewitt Card Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J R Atherton - Director

8 July 2026

Opinion

We have audited the financial statements of Rainworth (Yorkshire) Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the 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 company's affairs as at 31 December 2025 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditor 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 have adopted a risk based approach based upon analytical procedures and knowledge of the clients systems and environment it operates in.

This enables us to design and perform audit procedures responsive to those risks; and obtain audit evidence that is sufficient and appropriate to provide a basis for the audit opinion.

To obtain an understanding of internal control where relevant to the audit to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companys internal control.

To evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

To conclude on the appropriateness of management's 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 entity's ability to continue as a going concern.

The likelihood of detecting irregularities is inherently difficult and we have designed our tests and procedures to reduce this risk.

- We have enquired of management and the company's solicitors around actual and potential litigation and claims.

- Review of company minutes of meetings of those charged with governance.

- Reviewing financial statements disclosure and testing supporting documentation to assess compliance with applicable laws and regulations.

- Review and testing of management override of controls, including through testing journal entries and other adjustments for appropriateness and evaluating the business rationale of significant transactions.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditor.

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 Auditor 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.

Mr Oliver Jenkins ACCA (Senior Statutory Auditor)

for and on behalf of Hewitt Card Limited

Statutory Auditor

70-72 Nottingham Road

Mansfield

Nottinghamshire

NG18 1BN

8 July 2026

TURNOVER

65,652,143

47,961,946

Cost of sales

64,312,008

46,443,958

GROSS PROFIT

1,340,135

1,517,988

Administrative expenses

886,222

960,743

OPERATING PROFIT

5

453,913

557,245

Interest receivable and similar income

-

9,284

453,913

566,529

Interest payable and similar expenses

6

257,484

276,557

PROFIT BEFORE TAXATION

196,429

289,972

Tax on profit

7

51,956

(3,385

)

PROFIT FOR THE FINANCIAL YEAR

144,473

293,357

PROFIT FOR THE YEAR

144,473

293,357

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

144,473

293,357

FIXED ASSETS

Intangible assets

8

-

100,000

Tangible assets

9

212,915

91,522

212,915

191,522

CURRENT ASSETS

Stocks

10

8,138,563

11,818,339

Debtors

11

1,634,753

1,363,287

Cash at bank and in hand

1,251,691

483,938

11,025,007

13,665,564

CREDITORS

Amounts falling due within one year

12

10,060,381

12,844,837

NET CURRENT ASSETS

964,626

820,727

TOTAL ASSETS LESS CURRENT LIABILITIES

1,177,541

1,012,249

PROVISIONS FOR LIABILITIES

14

38,925

18,106

NET ASSETS

1,138,616

994,143

CAPITAL AND RESERVES

Called up share capital

15

100

100

Retained earnings

1,138,516

994,043

SHAREHOLDERS' FUNDS

1,138,616

994,143

The financial statements were approved by the Board of Directors and authorised for issue on 8 July 2026 and were signed on its behalf by:

S C Beckett - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

100

700,686

700,786

Changes in equity

Profit for the year

-

293,357

293,357

Total comprehensive income

-

293,357

293,357

Balance at 31 December 2024

100

994,043

994,143

Changes in equity

Profit for the year

-

144,473

144,473

Total comprehensive income

-

144,473

144,473

Balance at 31 December 2025

100

1,138,516

1,138,616

Cash flows from operating activities

Cash generated from operations

1

1,671,154

1,089,275

Interest paid

(257,484

)

(276,557

)

Tax paid

-

(110,869

)

Net cash from operating activities

1,413,670

701,849

Cash flows from investing activities

Purchase of tangible fixed assets

(146,678

)

(15,090

)

Interest received

-

9,284

Net cash from investing activities

(146,678

)

(5,806

)

Cash flows from financing activities

Related party movement

(499,239

)

(569,252

)

Net cash from financing activities

(499,239

)

(569,252

)

Increase in cash and cash equivalents

767,753

126,791

Cash and cash equivalents at beginning of year

2

483,938

357,147

Cash and cash equivalents at end of year

2

1,251,691

483,938

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

31.12.25

31.12.24

£

£

Profit before taxation

196,429

289,972

Depreciation charges

125,285

128,061

Finance costs

257,484

276,557

Finance income

-

(9,284

)

579,198

685,306

Decrease/(increase) in stocks

3,679,776

(6,015

)

Decrease in trade and other debtors

99,694

398,109

(Decrease)/increase in trade and other creditors

(2,687,514

)

11,875

Cash generated from operations

1,671,154

1,089,275

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 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

1,251,691

483,938

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

483,938

357,147

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

483,938

767,753

1,251,691

483,938

767,753

1,251,691

Total

483,938

767,753

1,251,691

1.	STATUTORY INFORMATION

Rainworth (Yorkshire) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	STATEMENT OF COMPLIANCE

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

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services.

Sale of goods

Turnover from the sale of goods is recognised when;

- the significant risks and rewards of ownership of the goods has transferred to the buyer

- the company retains neither continuing managerial involvement to the degree usually associated with ownership nor

effective control over the goods sold

- the amount of turnover can be measured reliably

- it is probable that the economic benefits associated with the transaction will flow to the company

- the costs incurred or to be incurred in respect of the transaction can be measured reliably

Rendering of services

Turnover from a contract to provide services is recognised in the period by reference to the stage of completion of the

contract when all of the following conditions are satisfied;

- the amount of turnover can be measured reliably

- it is probable that the economic benefits associated with the services will flow to the company

- the stage of completion of the contract at the reporting date can be measured reliably

- the costs incurred and the costs to complete the contract can be measured reliably

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2021, is being amortised evenly over its estimated useful life of five years.

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.

Short leasehold

-

Over the term of the lease

Plant and machinery

-

25% on reducing balance

Fixtures and fittings

-

25% on reducing balance

Motor vehicles

-

25% on reducing balance

Computer equipment

-

Straight line over 3 years

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell.

At each reporting date, inventories are assessed for impairment. If inventory is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Consignment stock

Consignment vehicles which bear considerably more of the risks and responsibilities of ownership are regarded effectively as being under the control of the company and, in accordance with FRS 102 are included in stocks on the balance sheet, although legal title has not passed to the company. The corresponding liability is included as new vehicle funding and is secured directly on these vehicles.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties and loans to and from related parties.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. However if the arrangements or a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the Company would receive for the asset if it were sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

4.	EMPLOYEES AND DIRECTORS

31.12.25

31.12.24

£

£

Wages and salaries

1,163,257

1,081,357

Social security costs

156,324

131,143

Other pension costs

39,339

199,160

1,358,920

1,411,660

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

31.12.25

31.12.24

Employees

33

30

31.12.25

31.12.24

£

£

Directors' remuneration

-

-

5.	OPERATING PROFIT

The operating profit is stated after charging:

31.12.25

31.12.24

£

£

Hire of plant and machinery

64,611

49,066

Other operating leases

114,099

102,291

Depreciation - owned assets

25,285

28,061

Goodwill amortisation

100,000

100,000

Auditors' remuneration

14,100

14,100

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.25

31.12.24

£

£

Stocking loan interest

257,484

276,557

7.

TAXATION

Analysis of the tax charge/(credit)

The tax charge/(credit) on the profit for the year was as follows:

31.12.25

31.12.24

£

£

Current tax:

UK corporation tax

31,137

(31

)

Deferred tax

20,819

(3,354

)

Tax on profit

51,956

(3,385

)

Reconciliation of total tax charge/(credit) included in profit and loss

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

31.12.25

31.12.24

£

£

Profit before tax

196,429

289,972

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

49,107

72,493

Effects of:

Depreciation in excess of capital allowances

5,103

30,304

Adjustments to tax charge in respect of previous periods

-

(31

)

Deferred tax

20,819

(3,354

)

Group Loss Relief

(23,073

)

(102,797

)

Total tax charge/(credit)

51,956

(3,385

)

8.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 January 2025

and 31 December 2025

500,000

AMORTISATION

At 1 January 2025

400,000

Amortisation for year

100,000

At 31 December 2025

500,000

NET BOOK VALUE

At 31 December 2025

-

At 31 December 2024

100,000

9.	TANGIBLE FIXED ASSETS

Fixtures

Short

Plant and

and

leasehold

machinery

fittings

£

£

£

COST

At 1 January 2025

24,087

73,601

65,532

Additions

118,771

20,414

5,673

At 31 December 2025

142,858

94,015

71,205

DEPRECIATION

At 1 January 2025

4,990

38,834

39,959

Charge for year

4,555

9,866

6,858

At 31 December 2025

9,545

48,700

46,817

NET BOOK VALUE

At 31 December 2025

133,313

45,315

24,388

At 31 December 2024

19,097

34,767

25,573

Motor

Computer

vehicles

equipment

Totals

£

£

£

COST

At 1 January 2025

19,348

36,388

218,956

Additions

-

1,820

146,678

At 31 December 2025

19,348

38,208

365,634

DEPRECIATION

At 1 January 2025

9,521

34,130

127,434

Charge for year

2,460

1,546

25,285

At 31 December 2025

11,981

35,676

152,719

NET BOOK VALUE

At 31 December 2025

7,367

2,532

212,915

At 31 December 2024

9,827

2,258

91,522

10.

STOCKS

31.12.25

31.12.24

£

£

Stocks

8,138,563

11,818,339

Consignment vehicles which bear considerably more of the risks and responsibilities of ownership are regarded effectively as being under the control of the company and, in accordance with FRS 102 are included in stocks on the balance sheet, although legal title has not passed to the company. The corresponding liability is included as new vehicle funding and is secured directly on these vehicles.

Stocks held under stocking loan and hire purchase agreements are secured against the individual vehicles in which amounts are advanced against.

Consignment stock accounts for £5,050,832 of total stock in the current year (2024 - £6,935,086 ).