ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Registered number: 02575196

Dinnages Holdings Limited

Annual report and financial statements

For the year ended 31 December 2025

Dinnages Holdings Limited

Company Information

Directors	D J Broyd
	A E Broyd
	J C W Broyd


Company secretary	A E Broyd


Registered number	02575196


Registered office	22 Wivelsfield Road
	Haywards Heath
	West Sussex
	RH16 4EQ


Independent auditors	Kreston Reeves Audit LLP
	Statutory Auditor
	Springfield House
	Springfield Road
	Horsham
	West Sussex
	RH12 2RG


Bankers	Barclays Bank Plc
	1 Churchill Place
	London
	E14 5HP

Dinnages Holdings Limited

Contents

	Page
Group strategic report	1 - 3
Directors' report	4 - 6
Independent auditors' report	7 - 10
Consolidated statement of comprehensive income	11
Consolidated balance sheet	12
Company balance sheet	13
Consolidated statement of changes in equity	14
Company statement of changes in equity	15
Consolidated statement of cash flows	16
Notes to the financial statements	17 - 38

Dinnages Holdings Limited

Group strategic report

For the year ended 31 December 2025

Principal activity

The Group 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 Group also operates a Renault parts and servicing franchise from the Haywards Heath location.

In addition, one entity in the Group, Elm Court (Seaford) Limited, is a property development company.

Business review and future developments

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 at Worthing.

Despite the disruption, the directors are pleased to report the Group has ended the year with operating profit ahead of 2024.

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out elsewhere in the Group Strategic Report and Group Directors' Report. The financial position of the Group, including borrowing facilities, are detailed in the financial statements.

The Group 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 Group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate with the level of its current facilities. The directors have a reasonable expectation that the Group 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

Dinnages Holdings Limited

Group strategic report (continued)

For the year ended 31 December 2025

Principal risks and uncertainties

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 Group 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 Group's operations. The main risks arising from the Group's financial instruments are interest rate and liquidity risk.

Interest rate risk
The Group finances its operations through a mixture of retained profits, shareholders loans and borrowings from Ford and the Group's bankers. The Group's exposure to interest rate fluctuations is managed by the use of both fixed and floating facilities.

Liquidity risk
Funds available to the Group 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 Group 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

	2025 £000	2024 £000	Change £000	Change %
Turnover	40,651	40,124	527	1.3
Gross Profit	2,588	2,686	(98)	(3.6)
EBITDA	794	664	130	19.6

Page 2

Dinnages Holdings Limited

Group strategic report (continued)

For the year ended 31 December 2025

Directors' statement of compliance with duty to promote the success of the Group

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 Group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in S172(1) (a-f) of the Companies Act 2006) in the decisions taken during the year ended 31 December 2025 and in creating future business plans ('the plans'):

a) The plans are designed to have a long-term beneficial impact on the Group and to contribute to its success by providing our customers high-quality service. We achieve 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 Group'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.

A E Broyd

Director

Date: 10 August 2026

Page 3

Dinnages Holdings 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

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 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 for the Group's financial statements and then apply them consistently;

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

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £351,000 (2024 - £342,000).

During the year dividends totalling £151,000 (2024 - £301,000) were paid on the ordinary shares.

A dividend on the preference shares of £540 was paid in the year (2024 - £540). The dividend has been treated as an interest expense.

Directors

The directors who served during the year were:

D J Broyd

A E Broyd

J C W Broyd

Engagement with suppliers, customers and others

The Group places particular importance in maintaining positive relations with Ford and its other suppliers, in particular aiming to comply with suppliers' credit terms.

Page 4

Dinnages Holdings Limited

Directors' report (continued)

For the year ended 31 December 2025

Greenhouse gas emissions, energy consumption and energy efficiency action

This section includes our mandatory reporting of greenhouse gas emissions for the period 1 January 2025 to 31 December 2025, the latest annual period for which data is available, and is pursuant to the Companies Act 2006 (Strategic Report and Directors’ Report) Regulation 2013. We report our emissions data using an operational control approach taking data for which we deem ourselves responsible. In the 2025 calendar year, our businesses emitted 181.3 tonnes (2024: 181.3 tonnes) of carbon dioxide (“CO2”). Our emissions are principally of CO2 and are from the following sources:

	Tonnes of CO2 2025	Tonnes of CO2 2024
Gas Consumption	98.7	98.9
Purchased Electricity	66.3	82.4
Statutory Total	165.0	181.3
Revenue (£million)	40.7	40.1

We have selected emission £million of revenues per tonne as our intensity ratio as this, in our view, provides the best comparative measure over time.

2025 intensity ratio: 4.1 tonnes of CO2 per £million of revenue (2024: 4.5 tonnes of CO2 per £million of revenue)

The Group’s total energy consumption for the period 1 January 2025 to 31 December 2025 was 0.919 million kWh (2024: 0.943 million kWh). The methodology for calculating this annual energy consumption figure was the same as that outlined above for producing the estimate of the company greenhouse gas emissions.

All of the company’s energy consumption arose in the UK.

Reducing carbon emissions

During the year, we have continued to assess and monitor our energy use with improved data collection and, where practicable, we have implemented measures to reduce the environmental impact of our activities.

Climate change influences seasonal energy usage and while, at times, we benefit from milder weather we are aware that any adverse change could affect energy usage. To minimise our energy usage we continue, where practicable, to install LED lighting at our sites as these use significantly less energy than conventional lighting. In addition, we limit the duration of periods when full lighting is used, using sensors and timers to further reduce the energy we use. We continue to improve our energy use and efficiency by replacing old equipment with new efficient units and ensuring workshop doors are closed when not in use by fitting automatic closing doors. We seek to limit our paper consumption and waste through increasingly paperless communications and systems.

Matters covered in the Group strategic report

The Group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the Group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2006, Sch. 7 to be contained in the directors' report. It has done so in respect of principal activities and future developments.

Disclosure of information to auditors

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 and the Group'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 and the Group's auditors are aware of that information.

Page 5

Dinnages Holdings Limited

Directors' report (continued)

For the year ended 31 December 2025

Post balance sheet events

Subsequent to the year end, the Group 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 occurred 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.

Auditors

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.

A E Broyd

Director

Date: 10 August 2026

Page 6

Dinnages Holdings Limited

Independent auditors' report to the members of Dinnages Holdings Limited

Opinion

We have audited the financial statements of Dinnages Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company 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 Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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

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 or 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.

Page 7

Dinnages Holdings Limited

Independent auditors' report to the members of Dinnages Holdings Limited (continued)

Other information

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.

Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group 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

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 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the Parent Company financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the 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 Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Page 8

Dinnages Holdings Limited

Independent auditors' report to the members of Dinnages Holdings Limited (continued)

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 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 Group 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:

Capability of the audit in detecting irregularities, including fraud

Based on our understanding of the Group 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.

Page 9

Dinnages Holdings Limited

Independent auditors' report to the members of Dinnages Holdings Limited (continued)

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion 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.

∙Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in 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

Page 10

Dinnages Holdings Limited

Consolidated statement of comprehensive income

For the year ended 31 December 2025

	2025	2024
Note	£000	£000


Turnover	4	40,651	40,124
Cost of sales		(38,063)	(37,438)
Gross profit		2,588	2,686
Administrative expenses		(2,118)	(2,362)
Other operating income	5	162	173
Operating profit	6	632	497
Interest receivable and similar income	10	136	318
Interest payable and similar expenses	11	(288)	(358)
Profit before taxation		480	457
Tax on profit	12	(129)	(115)
Profit for the financial year		351	342

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 17 to 38 form part of these financial statements.

Page 11

Dinnages Holdings Limited

Registered number: 02575196

Consolidated balance sheet

As at 31 December 2025

		2025		2024
Note		£000		£000

Fixed assets
Tangible assets	14		1,683		1,783
Investments	15		10		10
Investment property	16		3,331		3,331
			5,024		5,124
Current assets
Stocks	17	15,314		15,293
Debtors: amounts falling due within one year	18	957		718
Cash at bank and in hand	19	2,418		4,605
		18,689		20,616
Creditors: amounts falling due within one year	20	(13,451)		(15,654)
Net current assets			5,238		4,962
Total assets less current liabilities			10,262		10,086
Creditors: amounts falling due after more than one year	21		(9)		(9)
Provisions for liabilities
Deferred taxation	23	(503)		(527)
			(503)		(527)
Net assets			9,750		9,550

Capital and reserves
Called up share capital	24	11	11
Other reserves	25	5	5
Profit and loss account	25	9,739	9,539
Equity attributable to owners of the Parent Company		9,755	9,555
Non-controlling interests		(5)	(5)
		9,750	9,550

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

D J Broyd	A E Broyd
Director	Director

Date: 10 August 2026

The notes on pages 17 to 38 form part of these financial statements.

Page 12

Dinnages Holdings Limited

Registered number: 02575196

Company balance sheet

As at 31 December 2025

		2025		2024
Note		£000		£000

Fixed assets
Tangible assets	14		511		532
Investments	15		22		21
Investment property	16		3,331		2,681
			3,864		3,234

Creditors: amounts falling due within one year	20	(1,520)		(1,031)
Net current liabilities			(1,520)		(1,031)
Total assets less current liabilities			2,344		2,203

Creditors: amounts falling due after more than one year	21		(9)		(9)
Provisions for liabilities
Deferred taxation	23	(374)		(250)
			(374)		(250)
Net assets			1,961		1,944

Capital and reserves
Called up share capital	24		11		11
Profit and loss account brought forward		1,933		2,120
Profit for the year		168		114
Other changes in the profit and loss account		(151)		(301)
Profit and loss account carried forward	25		1,950		1,933
			1,961		1,944

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

D J Broyd	A E Broyd
Director	Director

Date: 10 August 2026

The notes on pages 17 to 38 form part of these financial statements.

Page 13


		Dinnages Holdings Limited

Consolidated statement of changes in equity

For the year ended 31 December 2025

	Called up share capital	Other reserves	Profit and loss account	Equity attributable to owners of Parent Company	Non-controlling interests	Total equity
	£000	£000	£000	£000	£000	£000
At 1 January 2024	11	5	9,498	9,514	(5)	9,509

Profit for the year	-	-	342	342	-	342
Dividends: Equity capital	-	-	(301)	(301)	-	(301)

At 1 January 2025	11	5	9,539	9,555	(5)	9,550

Profit for the year	-	-	351	351	-	351
Dividends: Equity capital	-	-	(151)	(151)	-	(151)
At 31 December 2025	11	5	9,739	9,755	(5)	9,750

	The notes on pages 17 to 38 form part of these financial statements.
	Included in profit and loss account reserves is an amount of £2,063,000 which is non-distributable.

Page 14


		Dinnages Holdings Limited

Company statement of changes in equity

For the year ended 31 December 2025

	Called up share capital	Profit and loss account	Total equity
	£000	£000	£000
At 1 January 2024	11	2,120	2,131

Profit for the year	-	114	114
Dividends: Equity capital	-	(301)	(301)

At 1 January 2025	11	1,933	1,944

Profit for the year	-	168	168
Dividends: Equity capital	-	(151)	(151)
At 31 December 2025	11	1,950	1,961

	The notes on pages 17 to 38 form part of these financial statements.
	Included in profit and loss account reserves is an amount of £1,540,000 which is non-distributable.

Page 15

Dinnages Holdings Limited

Consolidated statement of cash flows

For the year ended 31 December 2025

			2025	2024
			£000	£000

Cash flows from operating activities
Profit for the financial year	351	342
Adjustments for:
Depreciation of tangible assets	162	167
Interest paid	288	358
Interest received	(136)	(318)
Taxation charge	129	115
(Increase) in stocks	(21)	(3,315)
(Increase) in debtors	(239)	(236)
(Decrease)/increase in creditors	(1,388)	1,499
Corporation tax (paid)	(137)	(179)
Net cash generated from operating activities	(991)	(1,567)

Cash flows from investing activities
Purchase of tangible fixed assets	(62)	(58)
Interest received	136	318
Net cash from investing activities	74	260
Cash flows from financing activities
Repayment of other loans	(982)	-
Dividends paid	-	(301)
Interest paid	(288)	(358)
Net cash used in financing activities	(1,270)	(659)
Net (decrease) in cash and cash equivalents	(2,187)	(1,966)
Cash and cash equivalents at beginning of year	4,605	6,571
Cash and cash equivalents at the end of year	2,418	4,605

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	2,418	4,605
	2,418	4,605

Page 16

Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

1.	General information

Dinnages Holdings Limited is a private company limited by shares and incorporated in England and Wales. The registered head office is located at 22 Wivelsfield Road, Haywards Heath, West Sussex, RH16 4EQ. The registered number of the Company is 02575196.

2.Accounting policies

2.1

Basis of preparation of financial statements

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 financial statements are presented in Sterling, which is the functional currency of the company, 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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Financial reporting standard 102 - reduced disclosure exemptions

The parent 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.

The information is included in the group figures in these consolidated financial statements.

2.3

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2014.

Page 17

Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

2.Accounting policies (continued)

2.4

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Group Strategic Report and Directors' Report. The financial position of the Group, including borrowing facilities, are detailed in the financial statements.

The Group 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 Group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate with the level of its current facilities. The directors have a reasonable expectation that the Group 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.

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group 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 Group 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 Group 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.

Page 18

Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

2.Accounting policies (continued)

2.6

Tangible fixed assets

Tangible fixed assets under the cost model 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 Group 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 Group. 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:

Freehold property	-	2% on cost
Short-term leasehold property	-	over the period of the lease
Fixtures and fittings	-	7.5% - 33% per annum

Freehold land is not depreciated.

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.

2.7

Operating leases: the Group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

2.8

Investment property

Investment property is carried at fair value determined annually by external valuers 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.

2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.10

Property development

The development in progress is valued at its direct cost, excluding finance costs that are expensed as incurred. The development in progress is recognised in stock.

Page 19

Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

2.Accounting policies (continued)

2.11

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost of vehicles and parts for resale are based on the cost of purchase on a weighted average basis. Development property costs are stated as set out in note 2.10.

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 Group 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 Group.

2.12

Debtors

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.

2.13

Cash and cash equivalents

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.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 20

Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

2.Accounting policies (continued)

2.14

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Page 21

Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

2.Accounting policies (continued)

2.14

Financial instruments (continued)

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flows expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.16

Finance costs

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.

Page 22

Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

2.Accounting policies (continued)

2.17

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

2.18

Operating leases: the Group as lessee

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

2.19

Pensions

Defined contribution pension plan

The contributions are recognised as an expense in profit or loss 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 Group in independently administered funds.

Group pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss 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 Group in independently administered funds.

2.20

Holiday pay accrual

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.

2.21

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.22

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.23

Provisions for liabilities

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 23

Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

2.Accounting policies (continued)

2.24

Current and deferred taxation

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 and the Group operate and generate 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;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

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 14
Valuation of investment property - note 16
Treatment of consignment stock - note 17
Valuation of used vehicles - note 17
Valuation of development property stock - note 17

Page 24

Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

Vehicle sales	33,703	33,118
Provision of services	6,948	7,006
	40,651	40,124

All turnover arose within the United Kingdom.

5.	Other operating income
		2025	2024
		£000	£000

Net rents receivable	158	173
Sundry income	4	-
	162	173

	Depreciation of tangible fixed assets	162	167
	Other operating lease rentals	388	380

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements	22	21
Fees payable to the Company's auditors and their associates in respect of:
Audit of subsidiary financial statements	31	29
Other services relating to taxation	6	5
All other services	9	8

Page 25

Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

8.	Employees
	Staff costs, including directors' remuneration, were as follows:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

Wages and salaries	3,475	3,820	246	255
Social security costs	376	365	33	30
Cost of defined benefit contribution scheme	66	68	4	4
	3,917	4,253	283	289

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Workshop staff	76	64
Selling staff	21	33
Administrative staff	9	13

	106	110

The Company has no employees other than the directors, who are remunerated by the Company for their services provided to the wider group (see note 9).

9.	Directors' remuneration
		2025	2024
		£000	£000

Directors' emoluments	246	255
Group contributions to defined contribution pension schemes	4	4
	250	259

	The highest paid director received remuneration of £114,544 (2024 - £188,355).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2024 - £1,321).
	During the year retirement benefits were accruing to 3 directors (2024: 3) in respect of defined contribution pension schemes.

Page 26

Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

10.	Interest receivable
		2025	2024
		£000	£000

Bank interest receivable	136	312
Other interest receivable	-	6
	136	318

11.	Interest payable and similar expenses
		2025	2024
		£000	£000

Interest payable on related party loans

288

358

Corporation tax
Current tax on profits for the year	152	137
Adjustments in respect of previous periods	1	-

Total current tax	153	137

	Deferred tax
	Origination and reversal of timing differences	(24)	(22)


		129	115

Page 27

Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

12.Taxation (continued)

Profit on ordinary activities before tax

480

457

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	120	114
Effects of:
Fixed asset differences	5	22
Other expenses not deductible for tax purposes	-	(3)
Adjustments in respect of prior periods	1	-
Other differences leading to an increase (decrease) in the tax charge	3	(18)
Total tax charge for the year	129	115

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

13.	Dividends
		2025	2024
		£000	£000

Interim dividends

151

301

Page 28

Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

14.	Tangible fixed assets
	Group

	Freehold property	Short-term leasehold property	Fixtures and fittings	Total
	£000	£000	£000	£000
Cost or valuation
At 1 January 2025	1,045	1,806	1,646	4,497
Additions	-	18	44	62
Disposals	-	-	(145)	(145)
At 31 December 2025	1,045	1,824	1,545	4,414
Depreciation
At 1 January 2025	513	764	1,437	2,714
Charge for the year on owned assets	21	42	99	162
Disposals	-	-	(145)	(145)
At 31 December 2025	534	806	1,391	2,731
Net book value
At 31 December 2025	511	1,018	154	1,683
At 31 December 2024	532	1,042	209	1,783

Page 29

Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

14.Tangible fixed assets (continued)

	Company

		Freehold property
		£000
	Cost or valuation
	At 1 January 2025	658
	At 31 December 2025	658
	Depreciation
	At 1 January 2025	126
	Charge for the year on owned assets	21
	At 31 December 2025	147
	Net book value
	At 31 December 2025	511
	At 31 December 2024	532

15.	Fixed asset investments
	Group

		Unlisted investments
		£000
	Cost or valuation
	At 1 January 2025	10
	At 31 December 2025	10

	Net book value
	At 31 December 2025	10
	At 31 December 2024	10

Page 30

Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

	Company

		Investments in subsidiary companies
		£000
	Cost or valuation
	At 1 January 2025	21
	Additions	1
	At 31 December 2025	22

	Net book value
	At 31 December 2025	22
	At 31 December 2024	21

Direct subsidiary undertakings
The following were direct subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

	Dinnages Garages Limited	22 Wivelsfield Road, Haywards Heath, West Sussex, RH16 4EQ	Motor retailer	Ordinary	100%
	Elm Court (Seaford) Limited	Fishpond House, Beechwood Lane, Cooksbridge, East Sussex, BN7 3QG	Property development	Ordinary	75%

Indirect subsidiary undertaking
The following was an indirect subsidiary undertaking of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

B W & B (Park Garages)
Limited

176 London Road,
Burgess Hill, West
Sussex, RH15 8LS

Dormant

Ordinary

100%

Page 31

Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

16.	Investment property
	Group

		Freehold investment property
		£000
	Valuation
	At 1 January 2025	3,331
	At 31 December 2025	3,331

The 2025 valuations were made by the directors, on an open market value for existing use basis.


	At 31 December 2025

If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
	2025	2024
	£000	£000

Historic cost	1,408	1,408
Accumulated depreciation and impairments	(589)	(574)
	819	834

	Company

		Freehold investment property
		£000
	Cost or valuation
	At 1 January 2025	2,681
	Transfers intra group	650
	At 31 December 2025	3,331

The 2025 valuations were made by the directors, on an open market value for existing use basis.

Page 32

Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

17.	Stocks
		Group	Group
		2025	2024
		£000	£000

Vehicles for resale	10,954	12,655
Development property	3,967	2,260
Parts for resale	393	378
	15,314	15,293

	The difference between purchase price or production cost of stocks and their replacement cost is not material.
	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.

18.

Debtors

		Group	Group
		2025	2024
		£000	£000


Trade debtors	792	539
Other debtors	1	6
Prepayments and accrued income	164	173
	957	718

The amounts owed by group undertakings are repayable on demand and do not bear interest.

19.	Cash and cash equivalents
		Group	Group
		2025	2024
		£000	£000

	Cash at bank and in hand	2,418	4,605

Page 33

Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

20.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

Related party loans	3,835	4,665	-	-
Trade creditors	8,047	9,934	-	-
Amounts owed to group undertakings	-	-	1,433	961
Corporation tax	149	134	59	42
Other taxation and social security	503	339	4	4
Other creditors	190	203	24	24
Accruals and deferred income	727	379	-	-
	13,451	15,654	1,520	1,031

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 the directors and other family members of the Broyd family and Broyd family trusts. The total interest charged on the 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).

21.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

	Share capital treated as debt	9	9	9	9

Disclosure of the terms and conditions attached to the non-equity shares is made in note 24.

Page 34

Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

22.	Financial instruments
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

	Financial assets
	Financial assets measured at amortised cost through profit or loss	3,211	5,153	-	-

	Financial liabilities
	Other financial liabilities measured at amortised cost through profit or loss	12,800	15,181	23	24

	Financial assets that are debt instruments measured at amortised cost comprise cash at bank, trade debtors and other debtors.
	Financial liabilities measured at amortised cost comprise related party loans, trade creditors, accruals and other creditors.

23.	Deferred taxation
	Group

		2025
		£000

	At beginning of year	(527)
	Charged to profit or loss	24
	At end of year	(503)

Company

		2025
		£000

	At beginning of year	(250)
	Transfer from group undertaking	(124)
	At end of year	(374)

Group	Group	Company	Company
2025	2024	2025	2024
£000	£000	£000	£000

Fixed asset timing differences

(503)

(527)

(374)

(250)

Page 35

Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

Allotted, called up and fully paid

10,880 (2024 - 10,880) Ordinary shares shares of £1 each	11	11

	2025	2024
	£000	£000
Shares classified as debt

Allotted, called up and fully paid

9,000 (2024 - 9,000) Preference shares shares of £1 each	9	9

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 on 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.

25.

Reserves

Other reserves

Relates to the re-purchase of shares by the Group in prior periods.

Profit and loss account

Includes all current and prior periods retained profits and losses.

26.	Analysis of net debt

		At 1 January 2025	Cash flows	At 31 December 2025
		£000	£000	£000

Cash at bank and in hand	4,605	(2,187)	2,418
Debt due after 1 year	(9)	-	(9)
Debt due within 1 year	(4,665)	830	(3,835)
	(69)	(1,357)	(1,426)

Page 36

Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

27.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held
separately from those of the Group in an independently administered fund. The pension cost charge
represents contributions payable by the Group 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.

28.	Commitments under operating leases
	The group as a lessee:
	At 31 December 2025 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

Not later than 1 year	216	137	216	137
Later than 1 year and not later than 5 years	855	-	855	-
	1,071	137	1,071	137

The group as a lessor:
At 31 December 2025 the future aggregate minimum rentals receivable under non-cancellable operating leases are as follows:
	Group	Group	Company	Company
	2025	2024	2025	2024
	£000	£000	£000	£000

Not later than 1 year	37	38	37	-
Later than 1 year and not later than 5 years	63	93	63	-
	100	131	100	-

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Dinnages Holdings Limited

Notes to the financial statements

For the year ended 31 December 2025

29.

Related party transactions

The following transactions occured during the year between the Group and Carnforth, a separate business run by Mrs J Broyd; services sales to Carnforth of £nil (2024: £13,389) and vehicle purchases from Carnforth of £nil (2024: £25,483).

During the year the Group 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 Group 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 the year, 3 cars (2024: 4 cars) were purchased from the Group by directors or members of their close family, with a total value of £35,950 (2024: £37,390).

Dinnages Garages Limited 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).

The Group has taken advantage of the exemption in Section 33.1A of FRS 102 from disclosing transactions between its wholly owned members.

The key management personnel of the Group comprise solely the directors who have held office during the period. The details of the compensation paid to those directors during the period are set out in Note 9.

30.	Controlling party

In the opinion of the directors there is no overall controlling party.

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