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Registered number: 00296492
Dinnages Garages Limited
Annual report and financial statements
For the year ended 31 December 2025
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Dinnages Garages Limited
Company Information
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Dinnages Garages Limited
Contents
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Independent auditors' report
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Statement of comprehensive income
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Statement of changes in equity
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Notes to the financial statements
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Dinnages Garages Limited
Strategic report
For the year ended 31 December 2025
The Company is principally engaged as Ford main dealers in the selling of motor vehicles, lubricants, motor parts and accessories and automobile engineering from its dealerships in Haywards Heath, Worthing and Brighton. The Company also operates a Renault parts and servicing franchise from the Haywards Heath location.
Business and future developments
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The UK Franchised Motor Retail sector experienced a year of mixed performance in 2025, balancing improving vehicle demands and electric vehicle growth with rising operating and labour costs amidst greater choice and competition from other manufacturers.
With the demise of the Fiesta, Ka, Ecosport and Focus models, leaving a much diminished range of cars within the Ford Franchise portfolio, decisions were made to grow and replace business by forming relationships with other partners.
Suzuki was installed alongside Ford at Haywards Heath in January 2026. Our Transit Centre was moved to sit alongside Ford Car at our Portslade showroom, and this move has allowed us to provide a home for MG cars alongside Ford Car in Worthing.
Despite the disruption, the directors are pleased to report that the company has ended the year with operating profit ahead of 2024.
Going concern
The Company's business activities, together with the factors likely to affect its future development, performance and position are set out elsewhere in the Strategic Report and Directors' Report. The financial position of the Company, including borrowing facilities, are detailed in the financial statements.
The Company meets its day to day working capital requirements through a positive cash balance and has agreed borrowing facilities. The cash balance at the year end and post year end has remained strong.
The Company's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Company should be able to operate with the level of its current facilities. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Page 1
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Dinnages Garages Limited
Strategic report (continued)
For the year ended 31 December 2025
Principal risks and uncertainties
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The management and strategy of the business is reliant on the ongoing relationships with the manufacturers, the
availability of desirable new vehicle products and a number of other risks. The directors have set out below the
principal risks facing the business.
Financial instruments
The Company uses various financial instruments comprising borrowings, cash and other items such as trade debtors and creditors that arise from its operations. The purpose of these financial instruments is to raise cash for the Company's operations. The main risks arising from the Company's financial instruments are interest rate and liquidity risk.
Interest rate risk
The Company finances its operations through a mixture of retained profits, shareholders loans and borrowings from Ford and the Company's bankers. The Company's exposure to interest rate fluctuations is managed by the use of both fixed and floating facilities.
Liquidity risk
Funds available to the Company are above operating requirements. The directors keep firm control of stocks, especially new and used vehicle stocks, and monitor levels on a daily basis. Monthly management accounts are produced and Earnings Before Interest, Tax, Depreciation and Amortisation ("EBITDA") is measured to ensure liquidity.
Market risk
The market in which the Company operates is highly competitive. There is constant pressure on margins and policies of price monitoring and market research are in place to mitigate risks. The enhanced success of the business is reliant on consumer spending. A downturn in the economy results in a reduction of this spending and the directors are always monitoring the environment to react as necessary.
We believe that our "hands on approach", with ongoing emphasis on customer relationship management, will enable us to maintain our strong market position.
Financial key performance indicators
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Dinnages Garages Limited
Strategic report (continued)
For the year ended 31 December 2025
Directors' statement of compliance with duty to promote the success of the company
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The directors consider that they have acted in a way they consider in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in S172(1) (a-f) of the Companies Act 2006) in the decisions taken during the year ended 31 December 2024 and in creating future business plans ('the plans'):
a) The plans are designed to have a long-term beneficial impact on the Company and to contribute to its success by providing our customers high-quality service. We acheive this objective by continuing to focus on the customer and their needs in vehicle purchases or aftercare services.
b) Our employees are fundamental to the delivery of our plans. We aim to be a responsible and attractive employer in our approach to the pay and benefits our employees receive and the opportunities they have to grow their careers.
c) The plans are informed by engagement with our suppliers and customers, enabling us to gain an in depth understanding of their needs and priorities. We aim to act responsibly and fairly in how we engage with all stakeholders.
d) The plans consider the impact of the Company's operations on the community and the environment. We encourage our employees to support the communities they work in.
e) As directors, our intention is to behave responsibly and ensure that management operate the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours and in doing so, will contribute to the delivery of the plans.
f) As directors, our intention is to behave responsibly towards our shareholders and treat them fairly and equally, so they too may benefit from the successful delivery of our plans.
This report was approved by the board and signed on its behalf.
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Dinnages Garages Limited
Directors' report
For the year ended 31 December 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic report, the 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the company's financial statements and then apply them consistently;
∙make judgments 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;
∙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 to 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.
The profit for the year, after taxation, amounted to £194,000 (2024 - £229,000).
A dividend on the preference shares of £540 was paid in the year (2024 - £540). The dividend has been treated as an interest expense.
The directors who served during the year were:
Engagement with suppliers, customers and others
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The Company places particular importance in maintaining positive relations with Ford and its other suppliers, in particular aiming to comply with suppliers' credit terms.
Greenhouse gas emissions, energy consumption and energy efficiency action
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The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is included in the consolidated accounts of Dinnages Holdings Limited, parent company, as at 31 December 2025, and these financial statements may be obtained from Companies House.
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Dinnages Garages Limited
Directors' report (continued)
For the year ended 31 December 2025
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditors are aware of that information.
Post balance sheet events
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Subsequent to the year end, the Company received and accepted a franchise offer from Suzuki and was formally appointed as an authorised Suzuki dealer. Trading under the Suzuki franchise was scheduled to commence in January 2026.
No trading activity relating to the Suzuki franchise had occured as at 31 December 2025, and accordingly this event has been treated as a non-adjusting post balance sheet event. The directors consider that this appointment is expected to have a positive impact on the Company's future trading activities and results. No amounts have been recognised in these financial statements in respect of this matter.
The audit registration of Kreston Reeves LLP was transferred to Kreston Reeves Audit LLP on 6 October 2025. Kreston Reeves Audit LLP were formally appointed as auditor to the Company on 6 October 2025.
The auditors, Kreston Reeves Audit LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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Dinnages Garages Limited
Independent auditors' report to the members of Dinnages Garages Limited
We have audited the financial statements of Dinnages Garages Limited (the 'company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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
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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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are 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 this regard.
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Dinnages Garages Limited
Independent auditors' report to the members of Dinnages Garages Limited (continued)
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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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 Directors' report.
We have nothing to report in respect of the following matters in relation to which 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
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As explained more fully in the Directors' responsibilities statement set out on page 4, 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 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.
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Dinnages Garages Limited
Independent auditors' report to the members of Dinnages Garages Limited (continued)
Auditors' responsibilities for the audit of the financial statements
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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 Auditors' 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:
Capabilities of the audit in detecting irregularities, including fraud
Based on our understanding of the company and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to health and safety and employment law. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and taxation legislation. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to revenue or expenditure and management bias in accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the engagement team included:
∙Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations (including health and safety) and fraud, and review of the reports made by management; and
∙Assessment of identified fraud risk factors; and
∙Identifying controls that management has in place to prevent and detect fraud; and
∙Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business; and
∙Performing analytical procedures with automated data analytics tools to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and
∙Reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with relevant tax and regulatory authorities; and
∙Identifying and testing journal entries, in particular any manual entries made at the year end for financial
statement preparation.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. 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.
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Dinnages Garages Limited
Independent auditors' report to the members of Dinnages Garages Limited (continued)
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the company's internal control.
∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' report. However, future events or conditions may cause the company to cease to continue as a going concern.
∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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 Auditors' 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.
Graham Hunt BA FCA (Senior statutory auditor)
for and on behalf of
Kreston Reeves Audit LLP
Statutory Auditor
Horsham
12 August 2026
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Dinnages Garages Limited
Statement of comprehensive income
For the year ended 31 December 2025
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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Other comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 13 to 28 form part of these financial statements.
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Page 10
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Dinnages Garages Limited
Registered number: 00296492
Balance sheet
As at 31 December 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Capital redemption reserve
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 28 form part of these financial statements.
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Dinnages Garages Limited
Statement of changes in equity
For the year ended 31 December 2025
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Capital redemption reserve
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The notes on pages 13 to 28 form part of these financial statements.
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Page 12
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Dinnages Garages Limited
Notes to the financial statements
For the year ended 31 December 2025
Dinnages Garages Limited is a private company limited by shares and incorporated in England and
Wales. Its registered head office is located at 22 Wivelsfield Road, Haywards Heath, West Sussex, RH16
4EQ. The registered number of the company is 00296492.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The Company's financial statements are presented in Sterling, its functional currency, and all values
are rounded to the nearest £1,000 except when otherwise stated.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Dinnages Holdings Limited as at 31 December 2025 and these financial statements may be obtained from Companies House.
Page 13
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Dinnages Garages Limited
Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report and Directors' Report.
The financial position of the Company, including borrowing facilities, are detailed in the financial statements.
The Company meets its day to day working capital requirements through a positive cash balance and has agreed borrowing facilities. The cash balance at the year end and post year end has remained strong.
The Company's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Company should be able to operate with the level of its current facilities.
The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the company has transferred the significant risks and rewards of ownership 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 revenue can be measured reliably;
∙it is probable that the company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Dinnages Garages Limited
Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
Tangible fixed assets under the cost model, other than investment properties, are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Straight line over the period of the lease
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7.5% - 33% per annum straight line
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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Operating leases: the company as lessor
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Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.
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Operating leases: the company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Investment property is carried at fair value assessed annually by the directors and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
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Dinnages Garages Limited
Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis.
At each balance sheet date, stocks are assessed for impairment. If stock 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 stocks of vehicles have been included within stocks in the Balance Sheet on the grounds that the Company considerably bears the risks and rewards of ownership attached to these vehicles. As such, the consignment stocks are considered to be under the control of the Company.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
The Company only enters into basic financial instruments 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, loans to related parties and investments in non-puttable ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at the 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 of 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 the 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.
Investments in non-convertible preference shares and in non-puttable ordinary and preference shares are measured at cost less impairment.
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 profit or loss.
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.
Page 16
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Dinnages Garages Limited
Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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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 to be sold at the Balance Sheet date.
Short-term creditors are measured at the transaction price. Other financial liabilities, including loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.
Interest income is recognised in profit or loss using the effective interest method.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are charged as an expense in profit or loss and are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss. When payments are eventually made, they are charged to the provision carried in the Balance Sheet.
Page 17
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Dinnages Garages Limited
Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made include:
Useful economic life of fixed assets - note 13
Treatment of consignment stock - note 16
Valuation of used vehicles - note 16
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An analysis of turnover by class of business is as follows:
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All turnover arose within the United Kingdom.
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Page 18
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Dinnages Garages Limited
Notes to the financial statements
For the year ended 31 December 2025
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The operating profit is stated after charging:
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Depreciation of tangible fixed assets
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Other operating lease rentals
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During the year, the company obtained the following services from the company's auditors and their associates:
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Fees payable to the company's auditors and their associates for the audit of the company's financial statements
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Fees payable to the company's auditors and their associates in respect of:
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Taxation compliance services
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All other non-audit services not included above
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Page 19
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Dinnages Garages Limited
Notes to the financial statements
For the year ended 31 December 2025
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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The directors are remunerated primarily by Dinnages Holdings Limited for their services provided to the wider group. The cost of such remuneration is disclosed in the consolidated financial statements of the group.
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Other interest receivable
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Page 20
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Dinnages Garages Limited
Notes to the financial statements
For the year ended 31 December 2025
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Interest payable and similar expenses
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Interest payable on related party loans
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Adjustments to tax charge in respect of previous periods
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
Page 21
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Dinnages Garages Limited
Notes to the financial statements
For the year ended 31 December 2025
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Short-term leasehold property
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Charge for the year on owned assets
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Page 22
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Dinnages Garages Limited
Notes to the financial statements
For the year ended 31 December 2025
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Investments in subsidiary companies
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The following was a subsidiary undertaking of the company:
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B W & B (Park Garages) Limited
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176 London Road, Burgess Hill, West Sussex, RH15 8LS
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Page 23
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Dinnages Garages Limited
Notes to the financial statements
For the year ended 31 December 2025
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Freehold investment property
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If the investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
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Accumulated depreciation and impairments
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There is no material difference between the purchase price or production cost of stocks and their replacement cost.
The carrying value of stocks is stated net of impairment losses totalling £504,852 (2024 - £440,578).
Impairment losses totalling £525,107 (2024: £414,650) were recognised in profit and loss in the year.
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Page 24
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Dinnages Garages Limited
Notes to the financial statements
For the year ended 31 December 2025
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Amounts owed by group undertakings
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Prepayments and accrued income
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The amount owed by group undertakings is repayable on demand and does not bear interest.
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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The amount owed to group undertakings is repayable on demand and does not bear interest.
The related party loans have no formal repayment terms and interest is charged at 3% above bank base rate.
Related party loans comprise loans from directors and other family members of the Broyd family. The total interest charged on the directors' and related party loans for the year was £287,820 (2024: £355,894). The maximum value of the loans during the year was £4.7m (2024: £4.7m) and the minimum value of the loans during the year was £3.8m (2024: £4.1m).
The Company has entered into a guarantee in respect of bank overdrafts and other facilities available. The security given represents a fixed and floating charge over certain assets. At the balance sheet date, these facilities were not being utilised (2024: £Nil).
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Page 25
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Dinnages Garages Limited
Notes to the financial statements
For the year ended 31 December 2025
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Creditors: Amounts falling due after more than one year
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Share capital treated as debt
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Disclosure of the terms and conditions attached to the non-equity shares is made in note 23.
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Financial assets measured at amortised cost through profit or loss
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Other financial liabilities measured at amortised cost through profit or loss
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Financial assets that are debt instruments measured at amortised cost comprise cash at bank, trade debtors, other debtors and amounts owed by group undertakings.
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Financial liabilities measured at amortised cost comprise related party loans, trade creditors, accruals, other creditors and amounts owed to group undertakings.
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Charged to profit or loss
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Transfer to group undertaking
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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Page 26
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Dinnages Garages Limited
Notes to the financial statements
For the year ended 31 December 2025
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Shares classified as equity
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Allotted, called up and fully paid
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10,880 (2024 - 10,880) Ordinary shares of £1 each
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Shares classified as debt
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Allotted, called up and fully paid
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9,000 (2024 - 9,000) Preference shares of £1 each
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The preference shares are non-equity shares which carry a dividend at the rate of 6p net per share, per annum. Holders of preference shares have one vote for every share held on a resolution for the winding up of the Company or on a resolution affecting the rights attached to the shares. Preference shareholders have the right on a winding up to receive, in priority to any other class of shares, the sum of £1 per share together with any arrears of dividends.
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Capital redemption reserve
Relates to the repurchase of shares by the Company in prior periods.
Profit and loss account
Includes all current and prior period retained profits and losses.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge repesents contributions payable by the Company to the fund and amounted to £65,881 (2024: £68,399). Contributions totalling £12,246 (2024: £12,934) were payable to the fund at the reporting date and are included in creditors.
Page 27
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Dinnages Garages Limited
Notes to the financial statements
For the year ended 31 December 2025
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Commitments under operating leases
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The company as a lessee:
The company had no commitments under non-cancellable operating leases at the balance sheet date.
The company as a lessor:
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At 31 December 2025 the future aggregate minimum rentals receivable under non-cancellable operating leases are as follows:
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Later than 1 year and not later than 5 years
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Related party transactions
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The following transactions occurred during the year between the Company and Carnforth, a separate business run by Mrs J Broyd; services sales to Carnfoth £nil (2024: £13,389) and vehicle purchases from Carnforth of £nil (2024: £25,483).
During the year the Company made payments amounting to £160,000 (2024: £160,000) to The Pavilion Trust in respect of rent. At the year end D J Broyd, J C W Broyd and A E Broyd are the trustees and beneficiaries of the Trust.
During the year the Company also made payments amounting to £15,000 (2024: £15,000) to the Dinnages Executive Pension Scheme in respect of rent. D J Broyd, J C W Broyd and A E Broyd are members of the pension scheme.
During 2025, 3 cars (2024: 4 cars) were purchased from the Company by directors or members of their close family, with a total value of £35,950 (2024: £37,390).
The Company provided a loan to Elm Court (Seaford) Limited, a fellow subsidiary of Dinnages Holdings Limited. A total of £1,661,000 (2024: £1,345,000) was advanced during the year and the amount outstanding at year end, including interest receivable, was £3,950,282 (2024: £2,289,282). There was no interest charged on this loan in the year (2024: £nil).
As a wholly owned subsidiary, the Company is exempt from the requirements of FRS 102 Para 33.4 to disclose related party transactions with other wholly owned members of the Group headed by Dinnages Holdings Limited on the grounds that those accounts are publicly available from Companies House.
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The ultimate and immediate parent undertaking is Dinnages Holdings Limited, a company incorporated in England and Wales which holds 100% of the issued share capital of the Company.
Dinnages Holdings Limited is also the parent company of the smallest and largest group for which group accounts are prepared. Copies of the group financial statements of Dinnages Holdings Limited are available from 22 Wivelsfield Road, Haywards Heath, West Sussex, RH16 4EQ.
In the opinion of the directors there is no overall controlling party.
Page 28
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Dinnages Garages Limited
Page 29
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