JTG Holdings Limited Group accounts (Group and Company)

COMPANY REGISTRATION NUMBER: 07098738

JTG Holdings Limited

Financial Statements

31 December 2025

JTG Holdings Limited

Financial Statements

Year ended 31 December 2025

CONTENTS	PAGE

Officers and professional advisers	1

Strategic report	2

Director's report	6

Independent auditor's report to the members	9

Consolidated statement of comprehensive income	13

Consolidated statement of financial position	14

Company statement of financial position	16

Consolidated statement of changes in equity	17

Company statement of changes in equity	19

Consolidated statement of cash flows	20

Notes to the financial statements	21

JTG Holdings Limited

Officers and Professional Advisers

Director	Mr J Gravell

Registered office	Gravells Service Centre, Pembrey Road
	Kidwelly
	Carmarthenshire
	SA17 4TF

Auditor	James & Uzzell Ltd
	Chartered Certified Accountants & Statutory Auditor
	Axis 15, Axis Court
	Mallard Way
	Riverside Business Park
	Swansea
	SA7 0AJ

JTG Holdings Limited

Strategic Report

Year ended 31 December 2025

The director presents his strategic report for the year ended 31st December 2025. REVIEW OF BUSINESS The director undertakes a detailed analysis of the group's position during the year and at the year end using turnover and profitability as the key performance indicators as detailed below.

PRINCIPAL RISKS AND UNCERTAINTIES

The group operates in a competitive market and has reliance on a very good reputation and providing a quality service. The group's trading activities are all within the United Kingdom and therefore it does not expose itself to fluctuating exchange rates. The principal risk facing the group is the strength of the UK economy and following from that the demand for its products. The group continues to invest in it's underlying systems and constantly seeks to identify opportunities for growth. The group's performance is heavily influenced by the fortunes of the franchises it represents. Given the longstanding and successful relationship the group enjoys with each of its core franchises it is considered that such risks largely have been mitigated. The UK new car market continues to be a very competitive environment with a number of new Chinese brands entering the market. In addition, used car prices during 2025 especially in respect of EV vehicles continued to be quite volatile. The performance of the UK economy and relatively high interest rates continue to put pressure on the consumer and businesses looking to replace their vehicle fleets. In addition, the UK Government continues to increase business taxes through increases in employment costs as well as business rate increases. These pressures will continue to create a challenging economic environment going forward. The Group remains focused on cost control and customer retention.

DEVELOPMENT AND PERFORMANCE

The group represents three esteemed brands Kia, Renault and Dacia, they also offer a wide range of vans and electric vehicles across their locations in South Wales and Hereford. The turnover and other key performance indicators are summarised below. The results for the year and the financial position at the year end was considered satisfactory by the director. The group net assets have increased by £2,211,551 to £27,393,050 in 2025. The group made a further acquisition in 2025, a Renault dealership in Hereford as well as an additional investment property acquisition. The group continues to be in a strong position to act quickly should further acquisitions opportunities arise. The director continues to identify growth strategies and improve the efficiency of the business operations.

FINANCIAL KEY PERFORMANCE INDICATORS

The key performance indicators are set out below:

	2025	2024
	£	£
Turnover	154,338,557	147,953,395
Gross Profit	8,740,767	8,423,420
Gross Profit %	5.66%	5.69%
Profit before tax	3,329,879	3,025,743
Profit before tax %	2.16%	2.05%
Number of cars sold	7,793	7,924
Used vehicle turnover	61,863,574	58,860,895
New vehicle turnover	76,824,998	74,508,607

NON FINANCIAL KEY PERFORMANCE INDICATORS

SUSTAINABILITY The group continues to offer high levels of customer satisfaction as it believes this to be the key for the ongoing success of the group. Group members continue to win franchise partner customer service awards. Group members pride themselves on the high level of returning customers and continue to offer them great choice with expanding franchise ambitions and top-level customer care. The group regards itself as a responsible group and is constantly looking to reduce waste and follow guidance on emission targets. This is highlighted by the large range of low emission vehicles held in stock, utilisation of solar panels on all dealerships, increased provision of electric vehicle charge points across the group as well as responsible disposal of waste from workshops. HEALTH & SAFETY The health & safety of its workforce and staff with responsibility to third parties is a principal priority of the group. This is embraced with a focus on a behavioural based approach which is planned to underpin all activities and drive improvement strategy for health & safety issues forward. TRAINING The group is proactive throughout the businesses with regards to the training of staff from the administration office through to the workshop floor. The continuing high level of employee training is key to the ongoing success. ENVIRONMENT The group recognises its responsibilities in continually minimising the impact of activities on the environment. This is evident in many ways, from company cars being encouraged with low emission engines to electric and hybrid vehicles being on sale. The group also provides battery electric and plug-in hybrid courtesy vehicles for it's service courtesy customers. The group has invested heavily in solar at all branches as well battery storage in 2 branches. QUALITY The group prides itself on a top-class customer service team focusing on building excellent relationships with the customers. The aim is not only meet customer expectations but to exceed them.

SECTION 172(1) STATEMENT

The revised UK Corporate Governance Code (‘2018 Code’) was published in July 2018 and applies to accounting periods beginning on or after January 1, 2019. The Companies (Miscellaneous Reporting) Regulations 2018 (‘2018 MRR’) require Directors to explain how they considered the interests of key stakeholders and the broader matters set out in section 172(1) (A) to (F) of the Companies Act 2006 (‘S172’) when performing their duty to promote the success of the group under S172. This includes considering the interest of other stakeholders which will have an impact on the long-term success of the group. The Board welcomes the direction of the UK Financial Reporting Council (the ‘FRC’). This S172 statement, which explains how the group Director: 1) has engaged with employees, suppliers, customers and others; and 2) has had regard to employee interests, the need to foster the group’s business relationships with suppliers, customers and other, and the effect of that regards, including on the principal decisions taken by the group during the financial year. The S172 statement focuses on matters of strategic importance to JTG Holdings Limited , and the level of information disclosed is consistent with the size and the complexity of the business. GENERAL CONFIRMATION OF DIRECTOR'S DUTIES JTG Holdings Limited 's Board has a clear framework for determining the matters within its remit. When making decisions, the Director ensures that he acts in the way he considers, in good faith, would most likely promote the Group’s success for the benefit of its members as a whole, and in doing so have regard (among other matters) to: S172(1) (A) “The likely consequences of any decision in the long term” The Director understands the business and the evolving environment in which the group operate. The strategy set by the Board is intended to strengthen the group position within the motor trade by following it's strategic ambitions. S172(1) (B) “The interests of the Group’s employees” The Director recognises that the Group's employees are fundamental and core to its business and delivery of its strategic ambitions. The success of its business depends on attracting, retaining and motivating employees. From ensuring that they remain a responsible employer, from pay and benefits to our health, safety and workplace environment, the Director factors the implications of decisions on employees and the wider workforce, where relevant and feasible. S172(1) (C) “The need to foster the Group’s business relationships with suppliers, customers and others” Delivering their strategy requires strong mutually beneficial relationships with suppliers, customers, and others. JTG Holding's seeks the promotion and application of certain general principles in such relationships. Their key supplier relationships are manufacturer partners Groupe Renault and Kia Motors. They also have strong working relationships with commercial lenders and finance houses for new vehicle stocking. They also focus on supporting local business across dealerships to provide required products and services. They focus on a limited number of key relationship partners to support the business. S172(1) (D) “The impact of the Group’s operations on the community and the environment” The Group recognises it's environmental responsibilities as referred to earlier in the Strategic report. S172(1) (E) “The desirability of the Group maintaining a reputation for high standards of business conduct” In line with the Group's strategic plan, it always promotes high standards in all areas. S172(1) (F) “The need to act fairly as between members of the Group” After weighing up all relevant factors, the Director considers which course of action best enables delivery of the strategy through the long-term, taking into consideration the impact on stakeholders. In doing so, the Director acts fairly as between the Group’s members.

This report was approved by the board of directors on 10 September 2026 and signed on behalf of the board by:

Mr J Gravell

Director

JTG Holdings Limited

Director's Report

Year ended 31 December 2025

The director presents his report and the financial statements of the group for the year ended 31 December 2025 .

PRINCIPAL ACTIVITY

The principal activity of the group is a motor dealership.

DIRECTOR

The director who served the company during the year was as follows:

Mr J Gravell

DIVIDENDS

Particulars of recommended dividends are detailed in note 14 to the financial statements.

FUTURE DEVELOPMENTS

The director aims to maintain the management policies which have resulted in the group's steady trading in recent years and to continue to focus on sustained profitability and growth within its existing core franchise operations.

GREENHOUSE GAS EMISSIONS AND ENERGY CONSUMPTION

	Unit	2025	2024
Total emissions generated through combustion of gas	tCO2e	86	99
Total emissions generated through use of purchased electricity	tCO2e	129	143
Total emissions generated through business travel and other fuels	tCO2e	84	102
		----	----
Total emissions	tCO2e	299	344
Total energy consumption	kWh	1,546,908	1,662,165
Intensity metric		2.00	2.40
		------------	------------

METHODOLOGIES FOR ENERGY AND EMISSIONS CALCULATIONS

The methodology to calculate our greenhouse gas emissions is based on the 'Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance (March 2019)’, using DESNZ's 2024 and 2025 conversion factors as appropriate. In some cases, consumption has been extrapolated from available data or direct comparison made to a comparable period. We report using a financial control approach to define our organisational boundary. We have reported all material emission sources required by the regulations for which we deem ourselves to be responsible and have maintained records of all source data and calculations. During the reporting period, £250k has been invested in battery storage. The table above includes total energy consumption (reported as kWh) and greenhouse gas emissions for the sources required by the regulations, along with our intensity ratio.

PRINCIPAL MEASURES TAKEN TO INCREASE ENERGY EFFICIENCY

The group recognises that its trading activities have an impact on the environment and environmental awareness is one of the business' core values. The group minimises the effect on motor retailing on the environment, and reviews and controls the key areas of our business that may have an impact on the environment including asbestos, contamination, noise, recycled waste, tyre disposal and waste oil. The group monitors its energy consumption through regular energy saving reviews and has installed solar panels at all of its sites which contributes to its net zero ambition. The group has installed LED lighting across all of its dealerships and has installed heat pump solutions at 4 dealerships with plans to rollout further. The group also operates battery electric courtesy cars with a minimum of 6 charging points at each dealership and have installed a 20 charging point hub at the main dealership at Kidwelly. The group has also implemented battery storage at 2 dealerships and has submitted plans for a 1GW solar farm to further support its initiatives to reduce emissions.

FINANCIAL INSTRUMENTS

The group operates a number of risk management policies designed to minimise it's exposure to financial risk.

Liquidity and cash flow risk

The group produces detailed monthly management accounts and forecasts, which enables the director to monitor the cash position and to ensure there is sufficient liquidity and cash flow to minimise the risk of the group being unable to pay its debts as they fall due.

Interest rate risk

The bank overdraft borrowings at variable rates expose the group to cash flow interest rate risk, however, the director actively manages this risk by transferring funds between group company bank accounts in order to minimise the use of overdraft facilities.

Credit risk

The group operates a number of policies and controls to minimise credit risk. All customers are subject to a detailed credit review prior to any terms being agreed. The director must authorise any larger value contracts and the group will only conduct business with customers deemed to be credit worthy.

Within the short term hire division customers may also be subject to credit review, especially where such customers are commercial entities who may hire a number of vehicles at any time.

Price risk

The group operates in a highly competitive market. Significant product innovations, technological advances or the intensification of price competition could adversely affect the results of the group. The Group invests in significant training of its staff to ensure that the company is well placed to provide a choice for customers, to ensure that they are aware of their options and are satisfied with the level of service we provide. The group also continually works to streamline its cost base to ensure it remains competitive.

RESEARCH AND DEVELOPMENT

The group has implemented a policy of investment in research and development in order to create a competitive position in the market.

BUSINESS RELATIONSHIPS

As referred to in the Section 172(1) Statement of the Strategic report, the group's main business relationships are with it's manufacturer partners.

QUALIFYING INDEMNITY PROVISION

The Articles of Association of the Company contain an indemnity in favour of all the Directors of the Company that, subject to law, indemnifies the Directors, out of the assets of the Company, from any liability incurred by them in defending any proceedings in which judgement is given in their favour (or otherwise disposed of without any finding or admission of any material breach of duty on their part).

DISCLOSURE OF INFORMATION IN THE STRATEGIC REPORT

The group has chosen in accordance with section 414C(11) of the Companies Act 2006(Strategic Report and Directors' Report) Regulations 2013 to set out in the group's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

DIRECTOR'S RESPONSIBILITIES STATEMENT

The director is responsible for preparing the strategic report, director's report and the financial statements in accordance with applicable law and regulations. Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and the company and the profit or loss of the group for that period. In preparing these financial statements, the director is required to: - select suitable accounting policies 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 director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is 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. DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.

This report was approved by the board of directors on 10 September 2026 and signed on behalf of the board by:

Mr J Gravell

Director

JTG Holdings Limited

Independent Auditor's Report to the Members of JTG Holdings Limited

Year ended 31 December 2025

OPINION

We have audited the financial statements of JTG 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, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows 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 FRS 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; - have been prepared in accordance with the requirements of the Companies Act 2006.

BASIS FOR OPINION

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

CONCLUSIONS RELATING TO GOING CONCERN

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the entity’s ability to continue to adopt the going concern basis of accounting included review of post year end management accounts, projected outcomes for the 2026 year and detailed discussions with informed management.

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

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

OTHER INFORMATION

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The director is responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006

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

- the information given in the Strategic Report and 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

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 strategic report or the director's 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 director's remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.

RESPONSIBILITIES OF THE DIRECTOR

As explained more fully in the director's responsibilities statement, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the director is responsible for assessing the 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: - We obtained an understanding of the legal regulatory frameworks that are applicable to the group and determined that the most significant of those relate to the reporting framework (United Kingdom Accounting Standards, including FRS 102 The financial Reporting Standard as applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice)) and the relevant tax compliance regulations, principally relating to those issued by HMRC. In addition, we concluded that there are certain significant laws and regulations which may have an effect on the determination of the amounts and disclosures in the financial statements being the General Data Protection Regulation, and those laws and regulations relating to health and safety and employee matters. - We understood how JTG Holdings Limited is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures. We corroborated our enquiries through our review of Board minutes and by understanding the entity level controls implemented by those charged with governance. - We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur by meeting with management to understand where it considered there was susceptibility to fraud. We also considered where the significant estimates and judgements are in the financial statements. We assessed the programmes and controls that the Group has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures including testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud or error. - Based on this understanding we designed our audit procedures to identify non compliance with such laws and regulations. Our procedures involved, consolidation journal entry testing, with a focus on intra group trading and balances elimination based on our understanding of the business together with balance sheet testing on a consolidated basis. 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. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 on the effectiveness of the group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the director. - Conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent 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 auditor’s 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 auditor’s report. However, future events or conditions may cause the group or the parent 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 auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

ALISON JAYNE UZZELL FCCA

(Senior Statutory Auditor)

For and on behalf of

James & Uzzell Ltd

Chartered Certified Accountants & Statutory Auditor

Axis 15, Axis Court

Mallard Way

Riverside Business Park

Swansea

SA7 0AJ

10 September 2026

JTG Holdings Limited

Consolidated Statement of Comprehensive Income

Year ended 31 December 2025

		2025	2024
			(restated)
Note		£	£
TURNOVER	4	154,338,557	147,953,395

Cost of sales	145,597,790	139,529,975
	--------------	--------------
GROSS PROFIT	8,740,767	8,423,420

Administrative expenses		5,956,495	5,897,742
Other operating income	5	98,926	130,042
		------------	------------
OPERATING PROFIT	6	2,883,198	2,655,720

Income from other fixed asset investments	10	418,300	623,831
Other interest receivable and similar income	11	472,921	386,261
Interest payable and similar expenses	12	444,540	640,069
		------------	------------
PROFIT BEFORE TAXATION		3,329,879	3,025,743

Tax on profit	13	841,729	541,059
		------------	------------
PROFIT FOR THE FINANCIAL YEAR		2,488,150	2,484,684
		------------	------------

Fair value movements on investment in subsidiaries	–	999
	------------	------------
TOTAL COMPREHENSIVE INCOME FOR THE YEAR	2,488,150	2,485,683
	------------	------------

Profit for the financial year attributable to:

The owners of the parent company	2,396,550	2,398,083
Non-controlling interests	91,600	86,601
	------------	------------
	2,488,150	2,484,684
	------------	------------

Total comprehensive income for the year attributable to:

The owners of the parent company	2,396,550	2,399,082
Non-controlling interests	91,600	86,601
	------------	------------
	2,488,150	2,485,683
	------------	------------

All the activities of the group are from continuing operations.

JTG Holdings Limited

Consolidated Statement of Financial Position

31 December 2025

	2025	2024
		(restated)
Note	£	£

FIXED ASSETS

Intangible assets	15	154,093	105,507
Tangible assets	16	24,106,248	18,761,913
Investments	17	4,606,781	4,828,481
		-------------	-------------
		28,867,122	23,695,901

CURRENT ASSETS

Stocks	18	19,025,782	14,854,927
Debtors	19	9,336,326	7,965,226
Cash at bank and in hand		1,023,020	785,799
		-------------	-------------
		29,385,128	23,605,952

CREDITORS: amounts falling due within one year	20	23,185,280	14,593,126
		-------------	-------------
NET CURRENT ASSETS		6,199,848	9,012,826
		-------------	-------------
TOTAL ASSETS LESS CURRENT LIABILITIES		35,066,970	32,708,727

CREDITORS: amounts falling due after more than one year	21	–	7,004

PROVISIONS

Taxation including deferred tax	22	1,728,145	1,560,339
Other provisions	22	5,945,775	5,959,885
		------------	------------
		7,673,920	7,520,224
		-------------	-------------
NET ASSETS		27,393,050	25,181,499
		-------------	-------------

CAPITAL AND RESERVES

Called up share capital	26	20	20
Revaluation reserve	27	1,636,752	1,222,526
Other reserves, including the fair value reserve	27	250,000	250,000
Profit and loss account	27	25,506,277	23,708,952
		-------------	-------------
EQUITY ATTRIBUTABLE TO THE OWNERS OF THE PARENT COMPANY		27,393,049	25,181,498

NON-CONTROLLING INTERESTS	1	1
	-------------	-------------
	27,393,050	25,181,499
	-------------	-------------

JTG Holdings Limited

Consolidated Statement of Financial Position (continued)

31 December 2025

These financial statements were approved by the board of directors and authorised for issue on 10 September 2026 , and are signed on behalf of the board by:

Mr J Gravell

Director

Company registration number: 07098738

JTG Holdings Limited

Company Statement of Financial Position

31 December 2025

	2025	2024
Note	£	£

FIXED ASSETS

Investments	17	1,824,294	1,824,294

CURRENT ASSETS

Debtors	19	14,275,865	10,785,741
Cash at bank and in hand		6,968	5,988
		-------------	-------------
		14,282,833	10,791,729

CREDITORS: amounts falling due within one year	20	53,608	60,014
		-------------	-------------
NET CURRENT ASSETS		14,229,225	10,731,715
		-------------	-------------
TOTAL ASSETS LESS CURRENT LIABILITIES		16,053,519	12,556,009
		-------------	-------------
NET ASSETS		16,053,519	12,556,009
		-------------	-------------

CAPITAL AND RESERVES

Called up share capital	26	20	20
Profit and loss account	27	16,053,499	12,555,989
		-------------	-------------
SHAREHOLDERS FUNDS		16,053,519	12,556,009
		-------------	-------------

The profit for the financial year of the parent company was £ 3,682,510 (2024: £ 3,304,723 ).

These financial statements were approved by the board of directors and authorised for issue on 10 September 2026 , and are signed on behalf of the board by:

Mr J Gravell

Director

Company registration number: 07098738

JTG Holdings Limited

Consolidated Statement of Changes in Equity

Year ended 31 December 2025

			Called up share capital	Revaluation reserve	Other reserves, including the fair value reserve	Profit and loss account	Equity attributable to the owners of the parent company	Non-controlling interests	Total
Note			£	£	£	£	£	£	£
AT 1 JANUARY 2024 (AS PREVIOUSLY REPORTED)			20	601,770	250,000	22,708,467	23,560,257	–	23,560,257
Prior period adjustments		25	–	–	–	(592,841)	(592,841)	–	(592,841)
			----	---------	---------	-------------	-------------	----	-------------
AT 1 JANUARY 2024 (RESTATED)			20	601,770	250,000	22,115,626	22,967,416	–	22,967,416
			----	---------	---------	-------------	-------------	----	-------------

Profit for the year						2,398,083	2,398,083	86,601	2,484,684
Other comprehensive income for the year:
	Fair value movements on investment in subsidiaries		–	–	999	–	999	–	999
	Reclassification from fair value reserve to profit and loss account		–	–	( 999)	999	–	–	–
	Transfer from Revaluation Reserve		–	620,756	–	(620,756)	–	–	–
			----	---------	---------	-------------	-------------	--------	-------------
TOTAL COMPREHENSIVE INCOME FOR THE YEAR			–	620,756	–	1,778,326	2,399,082	86,601	2,485,683

Dividends paid and payable		14	–	–	–	( 185,000)	( 185,000)	( 86,600)	( 271,600)
			----	---------	---------	-------------	-------------	--------	-------------
TOTAL INVESTMENTS BY AND DISTRIBUTIONS TO OWNERS			–	–	–	( 185,000)	( 185,000)	( 86,600)	( 271,600)

AT 31 DECEMBER 2024 (AS PREVIOUSLY REPORTED)			20	1,222,526	250,000	24,376,855	25,849,401	1	25,849,402
Prior period adjustments		25	–	–	–	(667,902)	(667,902)	–	(667,902)
			----	------------	---------	-------------	-------------	--------	-------------
AT 31 DECEMBER 2024 (RESTATED)			20	1,222,526	250,000	23,708,953	25,181,499	1	25,181,500
			----	------------	---------	-------------	-------------	--------	-------------

JTG Holdings Limited

Consolidated Statement of Changes in Equity (continued)

Year ended 31 December 2025

			Called up share capital	Revaluation reserve	Other reserves, including the fair value reserve	Profit and loss account	Equity attributable to the owners of the parent company	Non-controlling interests	Total
Note			£	£	£	£	£	£	£
Profit for the year						2,396,550	2,396,550	91,600	2,488,150
Other comprehensive income for the year:
	Transfer from Revaluation Reserve		–	414,226	–	(414,226)	–	–	–
			----	------------	---------	-------------	-------------	--------	-------------
TOTAL COMPREHENSIVE INCOME FOR THE YEAR			–	414,226	–	1,982,324	2,396,550	91,600	2,488,150

Dividends paid and payable		14	–	–	–	( 185,000)	( 185,000)	( 91,600)	( 276,600)
			----	----	----	---------	---------	--------	---------
TOTAL INVESTMENTS BY AND DISTRIBUTIONS TO OWNERS			–	–	–	( 185,000)	( 185,000)	( 91,600)	( 276,600)

			----	------------	---------	-------------	-------------	--------	-------------
AT 31 DECEMBER 2025			20	1,636,752	250,000	25,506,277	27,393,049	1	27,393,050
			----	------------	---------	-------------	-------------	--------	-------------

JTG Holdings Limited

Company Statement of Changes in Equity

Year ended 31 December 2025

		Called up share capital	Profit and loss account	Total
		£	£	£
AT 1 JANUARY 2024		20	9,436,266	9,436,286

Profit for the year			3,304,723	3,304,723
		----	------------	------------
TOTAL COMPREHENSIVE INCOME FOR THE YEAR		–	3,304,723	3,304,723

Dividends paid and payable	14	–	( 185,000)	( 185,000)
		----	------------	------------
TOTAL INVESTMENTS BY AND DISTRIBUTIONS TO OWNERS		–	( 185,000)	( 185,000)

AT 31 DECEMBER 2024		20	12,555,989	12,556,009

Profit for the year			3,682,510	3,682,510
		----	-------------	-------------
TOTAL COMPREHENSIVE INCOME FOR THE YEAR		–	3,682,510	3,682,510

Dividends paid and payable	14	–	( 185,000)	( 185,000)
		----	---------	---------
TOTAL INVESTMENTS BY AND DISTRIBUTIONS TO OWNERS		–	( 185,000)	( 185,000)

		----	-------------	-------------
AT 31 DECEMBER 2025		20	16,053,499	16,053,519
		----	-------------	-------------

JTG Holdings Limited

Consolidated Statement of Cash Flows

Year ended 31 December 2025

		2025	2024
			(restated)
Note		£	£
Cash generated from operations	28	7,156,678	2,448,076

Interest paid	( 444,539)	( 2,275,123)
Interest received	472,921	386,261
Tax paid	( 417,990)	( 667,326)
	------------	------------
Net cash from/(used in) operating activities	6,767,070	( 108,112)
	------------	------------

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of tangible assets	( 18,572,557)	( 20,001,168)
Proceeds from sale of tangible assets	11,515,161	19,119,165
Acquisition of interests in associates and joint ventures	–	( 33)
Proceeds from sale of interests in associates and joint ventures	–	50
Purchases of other investments	(360,000)	(360,000)
Proceeds from sale of other investments	1,000,000	–
	-------------	-------------
Net cash used in investing activities	( 6,417,396)	( 1,241,986)
	-------------	-------------

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from borrowings	( 10,853)	( 10,984)
Proceeds from loans from group undertakings	–	( 1)
Proceeds from loans from participating interests	175,000	( 455,670)
Dividends paid	( 276,600)	( 271,600)
	-------------	-------------
Net cash used in financing activities	( 112,453)	( 738,255)
	-------------	-------------

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	237,221	( 2,088,353)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	785,799	2,874,152
	------------	------------
CASH AND CASH EQUIVALENTS AT END OF YEAR	1,023,020	785,799
	------------	------------

JTG Holdings Limited

Notes to the Financial Statements

Year ended 31 December 2025

1. GENERAL INFORMATION

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Gravells Service Centre, Pembrey Road, Kidwelly, Carmarthenshire, SA17 4TF.

2. STATEMENT OF COMPLIANCE

The financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102 The Financial Reporting Standard Applicable in the UK and Republic of Ireland (FRS102) and the Companies Act 2006.

3. ACCOUNTING POLICIES

Basis of preparation

The nature of the group's operations and principal activities are those of a wholesale and retail motor dealer, petrol retailer, and property investment company. The reporting period of these financial statements and its comparative period is twelve months. The financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102 The Financial Reporting Standard Applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention, modified to include certain items at fair value. The financial statements are prepared in sterling which is the functional currency of the company and rounded to the nearest £1. The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

Going concern

The group meets its day-to-day working capital requirements through its bank facilities. After making enquiries, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group's forecasts and projections, show that the group should be able to operate within the level of its current facilities. Therefore the group continues to adopt the going concern basis in preparing its financial statements.

Investment properties

Investment properties for which fair value can be measured reliably without undue cost or effort are measured at fair value at each reporting date with changes in fair value recognised in profit or loss.

The methods and significant assumptions used to ascertain the fair value and fair value movement included in the profit/loss for the year are as follows:

- For properties transferred in recent years for which valuations have been obtained, there is no reason to believe these have altered

- For the remaining properties, discussions with the director have established that the values in the accounts are deemed reasonable based on his knowledge of current market conditions of similar properties in the area.

Debtors and creditors receivable / payable within one year

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with bank, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts, when applicable, are shown within borrowings in current liabilities.

Disclosure exemptions

The individual parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of JTG Holdings Limited which can be obtained from the registered office. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102 in the individual parent company accounts: - From preparing a statement of cash flows, on the basis that it is a qualifying entity and the consolidated statement of cash flows, included in these financial statements, includes the company’s cash flows. - From the financial instrument disclosures, required under FRS 102 paragraphs, 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A, as the information is provided in the consolidated financial statement disclosures. - From disclosing share-based payment arrangements, required under FRS 102 paragraphs 26.18(b), 26.19 to 26.21 and 26.23, concerning its own equity instruments, as the company financial statements are presented with the consolidated financial statements and the relevant disclosures are included therein, and. - From disclosing the company key management personnel compensation, as required by FRS 102 paragraph 33.7

Critical accounting estimates and assumptions

The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of asset and liabilities within the next financial year are addressed below.

Key Estimates

Useful economic lives of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and physical condition of the assets.

Provisions

Estimates are used in determining the value of provisions when recognised. This will be based on historical information, known expectations and reasonable outcomes.

Valuations

Property values are estimated by the director, these valuations are tested during the audit process for reasonableness.

Non Key Estimates

Impairment of intangible assets and goodwill

The group considers whether intangible assets and/or goodwill are impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the recoverable value of the cash generating units (GNUs). This requires estimation of the future cash flows from the GNUs and also selection of appropriate discount rates in order to calculate the net present value of those cash flows.

Stock provisioning

The group sells vehicles and is subject to consumer demands. As a result it is necessary to consider the recoverability of the cost of stock and the associated provisioning required. When calculating the stock provision, management considers the nature and condition of the stock, as well as applying assumptions around anticipated saleability.

Impairment of debtors

The group makes and estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

Going concern

The assessment of going concern may include the use of critical judgements in respect of impact of various external factors such as political, economic and social issues. Material uncertainties are considered in this regard.

Research and Developments

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development

expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Employee benefits

When employees have rendered service to the group, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.

The group operates a defined contribution plan for the benefit of its employees. Contributions are expensed as they become payable

Loans and borrowings

Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. If an arrangement constitutes a finance transaction it is measured at present value.

Consolidation

The consolidated financial statements incorporate the financial statements of JTG Holdings Limited , and its subsidiary undertakings for the year ended 31 December 2023. A subsidiary is an entity controlled by the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity it accounts for that entity as a subsidiary. Where a subsidiary has different accounting policies to the Group, adjustments are made to those subsidiary financial statements to apply the Groups accounting policies when preparing the consolidated financial statements. An associate is an entity, being neither a subsidiary nor a joint venture, in which the Group holds a long-term interest and where the Group has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting. Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively. Where control of a subsidiary is lost, the gain or loss, is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss on disposal includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified. Where control of a subsidiary is achieved in stages, the initial acquisition that gave control is accounted for as a business combination. Thereafter where the Group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities. All intra-Group transactions, balances, income and expenses are eliminated on consolidation. Adjustments are made to eliminate the profit or loss arising on consolidation. Adjustments are made to eliminate the profit or loss arising on transactions with associates to the extent of the Group's interests in the entity. Goodwill arising on consolidation, representing the excess of the fair values of the consideration given over the fair values of the identifiable net assets acquired, is capitalised. Uniform accounting policies have been used throughout the group. The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not included its individual statement of comprehensive income. Non-controlling interests Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity. Minority interests consist of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the combination. The proportions of profit or loss and changes in equity allocated to the owners of the parent and to the minority interests are determined on the basis of existing ownership interests and do not reflect the possible exercise or conversion of options or convertible instruments

Research and development

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Share-based payment

The cost and corresponding increase in equity in respect of equity-settled share-based payment transactions with employees are measured by reference to the fair value of equity instruments issued at the date of grant. Amounts are expensed on a straight line basis over the vesting period based on the estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions. The cost and fair value of the liability incurred in respect of cash-settled transactions is is measured using an appropriate option pricing model with changes in fair value recognised in profit or loss for the period.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax. The policies adopted for the recognition of turnover are as follows:

Turnover from the sale of vehicles is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer.

Short term hire and fleet turnover from continuing operations is calculated as being the total amount receivable in the normal course of business.

Income received in respect of interest, charges, finance and bonuses from the provision of finance agreements is recognised over the period in which receivables are due using the actuarial basis.

Interest income is recognised using the effective interest rate method.

Rentals are charged in line with property leases. At this point turnover can be measured reliably and economic benefits associated with the transactions are transferred.

Dividend income is recognised as the group's right to receive payment is established.

Subsidy and adhoc bonus income not attached to vehicle sales is recognised as the right to the income is established.

Taxation

Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date. Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences. Deferred tax on revalued non-depreciable tangible fixed assets and investment properties is measured using the rates and allowances that apply to the sale of the asset.

Leases

Rentals payable and receivable under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease.

Goodwill and business combinations

Business combinations are accounted for by applying the purchase method. The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction. Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination. On acquisition of a business, fair values are attributed to the unidentifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities. Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values to the Group's interest in the identifiable net assets, liabilities and contingent liabilities acquired. On acquisition, goodwill is allocated to cash-generating units (CGUs) that are expected to benefit from the combination. Goodwill is amortised over its expected useful life. Where Group is unable to make reliable estimate of useful life, goodwill is amortised its useful life, 20 years. Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the income statement. Reversals of impairment are recognised when the reasons for the impairment no longer apply. Where control is achieved following a series of transactions the cost of the business combination is the aggregate of the fair values of the assets given, liabilities assumed and equity instruments issued. When a controlling interest is increased, the subsidiary’s identifiable assets and liabilities (including contingent liabilities) are not revalued to fair value, and no additional goodwill is recognised. Such transactions are accounted for as transactions between equity holders. Goodwill is considered to have a finite useful life and should be amortised on a systematic basis over its life. If the useful life cannot be measured reliably the life shall not exceed ten years. Goodwill is tested for impairment in accordance with Section 27 of FRS 102. FRS 102 requires negative goodwill to be recognised on the balance sheet. These illustrative financial statements do not include negative goodwill. If negative goodwill is recognised, the accounting policy disclosure included above would be: ‘Where the cost of the business combination exceeds the fair value of the group’s interest in the assets, liabilities and contingent liabilities acquired, negative goodwill arises. The group, after consideration of the assets, liabilities and contingent liabilities acquired and the cost of the combination, recognises negative goodwill on the balance sheet and releases this to profit and loss, up to the fair value of non-monetary assets acquired, over the periods in which the non-monetary assets are recovered and any excess over the fair value of non-monetary assets in the income statement over the period expected to benefit.’ Recognition of intangible assets separately from goodwill is only required where they meet the recognition criteria, are separable and arise from contractual or other legal rights. Entities may choose to separately recognise additional intangible assets on acquisition if they meet the recognition criteria and are either separable or arise from contractual or other legal rights. This is an accounting policy choice which should be applied consistently to a class of intangible assets and to all business combinations

Amortisation

Negative goodwill is arising from the consolidation of the group is amortised over its useful life estimated at 20 years.

	Goodwill	-	20 years

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Land & buildings	-	2%
Plant & machinery	-	3 - 50 years
Motor vehicles	-	1 - 4 years

Investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Investments in associates

Investments in associates are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition. Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

Finance leases and hire purchase contracts

Assets held under finance leases and hire purchase contracts are recognised in the statement of financial position as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset. Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.

Provisions

Provisions are recognised when the group has an obligation at the balance sheet date as a result of a past event, it is probable that an outflow of economic benefits will be required in settlement and the amount can be reliably estimated.

Financial instruments

The group has chosen to adopt the Sections 11 and 12 of FRS 102 in respect of financial instruments. Financial assets Basic financial assets, including trade and other receivables, cash and bank balances and investments in commercial paper, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method. 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. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment. Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial liabilities Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre- payment for liquidity services and amortised over the period of the facility to which it relates. Preference shares, which result in fixed returns to the holder or are mandatorily redeemable on a specific date, are classified as liabilities. The dividends on these preference shares are recognised in the profit and loss account as interest expense. Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Offsetting Financial assets and liabilities are offset and 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.

4. TURNOVER

Turnover arises from:

	2025	2024
		(restated)
	£	£
Vehicle Sales	138,688,572	133,369,502
Parts and Service sales	11,282,024	10,275,422
Other sales	4,224,010	4,236,466
Rental income	143,951	72,005
	--------------	--------------
	154,338,557	147,953,395
	--------------	--------------

The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom.

5. OTHER OPERATING INCOME

	2025	2024
		(restated)
	£	£
Other operating income	98,926	130,042
	--------	---------

6. OPERATING PROFIT

Operating profit or loss is stated after charging/crediting:

	2025	2024
		(restated)
	£	£
Amortisation of intangible assets	( 48,586)	( 48,586)
Depreciation of tangible assets	2,075,761	1,709,119
Gains on disposal of tangible assets	( 362,699)	( 361,110)
Impairment of trade debtors	247,487	4,325
Operating lease rentals	155,043	169,516
Investment write off	513,649	1,000,050
Defined contribution plans expense	518,475	429,245
	------------	------------

7. AUDITOR'S REMUNERATION

	2025	2024
		(restated)
	£	£
Fees payable for the audit of the financial statements	37,500	35,000
	--------	--------

Fees payable to the company's auditor and its associates for other services:

Other non-audit services	72,043	45,596
	--------	--------

8. STAFF COSTS

The average number of persons employed by the group during the year, including the director, amounted to:

	2025	2024
	No.	No.
Production staff	98	102
Administrative staff	18	19
Number of sales staff	39	38
	----	----
	155	159
	----	----

The aggregate payroll costs incurred during the year, relating to the above, were:

	2025	2024
		(restated)
	£	£
Wages and salaries	4,310,392	4,017,566
Social security costs	675,421	431,687
Other pension costs	518,475	429,245
	------------	------------
	5,504,288	4,878,498
	------------	------------

9. DIRECTOR'S REMUNERATION

The director's aggregate remuneration in respect of qualifying services was:

	2025	2024
		(restated)
	£	£
Remuneration	11,085	10,517
Company contributions to defined contribution pension plans	60,000	60,000
	--------	--------
	71,085	70,517
	--------	--------

The number of directors who accrued benefits under company pension plans was as follows:

	2025	2024
		(restated)
	No.	No.
Defined contribution plans	1	1
	----	----

10. INCOME FROM OTHER FIXED ASSET INVESTMENTS

	2025	2024
		(restated)
	£	£
(Gain)/loss on Fair Value adjustments to fixed asset investments	418,300	623,831
	---------	---------

11. OTHER INTEREST RECEIVABLE AND SIMILAR INCOME

	2025	2024
		(restated)
	£	£
Interest on loans and receivables	379,353	74,230
Interest on cash and cash equivalents	93,568	312,031
	---------	---------
	472,921	386,261
	---------	---------

12. INTEREST PAYABLE AND SIMILAR EXPENSES

	2025	2024
		(restated)
	£	£
Interest on banks loans and overdrafts	295	765
Interest on obligations under finance leases and hire purchase contracts	101,401	299,727
Other interest payable and similar charges	342,844	339,577
	---------	---------
	444,540	640,069
	---------	---------

13. TAX ON PROFIT

Major components of tax expense

	2025	2024
		(restated)
	£	£

Current tax:

UK current tax income	673,923	429,854

Deferred tax:

Origination and reversal of timing differences	167,806	111,205
	---------	---------
Tax on profit	841,729	541,059
	---------	---------

Reconciliation of tax expense

The tax assessed on the profit on ordinary activities for the year is higher than (2024: lower than) the standard rate of corporation tax in the UK of 25 % (2024: 25 %).

	2025	2024
		(restated)
	£	£
Profit on ordinary activities before taxation	3,329,879	3,025,743
	------------	------------
Profit on ordinary activities by rate of tax	832,470	775,451
Effect of expenses not deductible for tax purposes	38,452	( 2,448)
Effect of capital allowances and depreciation	( 234,479)	( 285,939)
Effect of different UK tax rates on some earnings	(54,457)	(57,210)
Unused tax losses	91,937	–
Other tax adjustment to increase/(decrease) tax liability	167,806	111,205
	------------	------------
Tax on profit	841,729	541,059
	------------	------------

Factors that may affect future tax expense

There are no tax rate changes proposed that would have an effect on the calculation of deferred tax.

14. DIVIDENDS

Dividends paid during the year (excluding those for which a liability existed at the end of the prior year):

	2025	2024
		(restated)
	£	£
Dividends Paid	276,600	271,600
	---------	---------

15. INTANGIBLE ASSETS

Group	Goodwill
	£
Cost
At 1 January 2025 (as restated) and 31 December 2025	( 971,717)
	---------
Amortisation
At 1 January 2025	( 1,077,224)
Charge for the year	( 48,586)
	------------
At 31 December 2025	( 1,125,810)
	------------
Carrying amount
At 31 December 2025	154,093
	------------
At 31 December 2024	105,507
	------------

The company has no intangible assets.

16. TANGIBLE ASSETS

Group	Land and buildings	Plant and machinery	Motor vehicles	Total
	£	£	£	£
Cost
At 1 January 2025 (as restated)	7,571,927	6,485,931	8,840,768	22,898,626
Additions	3,759,784	687,879	14,124,894	18,572,557
Disposals	( 243,068)	( 59,316)	( 12,180,350)	( 12,482,734)
	-------------	------------	-------------	-------------
At 31 December 2025	11,088,643	7,114,494	10,785,312	28,988,449
	-------------	------------	-------------	-------------
Depreciation
At 1 January 2025	968,137	2,045,339	1,123,236	4,136,712
Charge for the year	81,209	363,403	1,631,149	2,075,761
Disposals	( 243,068)	( 59,316)	( 1,027,888)	( 1,330,272)
	-------------	------------	-------------	-------------
At 31 December 2025	806,278	2,349,426	1,726,497	4,882,201
	-------------	------------	-------------	-------------
Carrying amount
At 31 December 2025	10,282,365	4,765,068	9,058,815	24,106,248
	-------------	------------	-------------	-------------
At 31 December 2024	6,603,790	4,440,592	7,717,532	18,761,914
	-------------	------------	-------------	-------------

The company has no tangible assets.

The Net Book values of land and buildings at 31st December 2025 comprised:

	2025	2024
	£	£
Leasehold investment property	5,797,668	3,397,978
Freehold land and buildings	4,484,697	3,205,812
	-------------	------------
	10,282,365	6,603,790
	-------------	------------

Investment properties for which fair value can be measured reliably without undue cost or effort are measured at fair value at each reporting date with changes in fair value recognised in profit or loss. The methods and significant assumptions used to ascertain the fair value and fair value movement included in the profit/loss for the year are as follows: - For properties transferred in recent years for which valuations have been obtained, there is no reason to believe these have altered - For the remaining properties, discussions with the director have established that the values in the accounts are deemed reasonable based on his knowledge of current market conditions of similar properties in the area. Tangible fixed assets with a net book value of £722,653 (2024 £739,459) have been pledged as security for liabilities of the group Cost or valuation of land and buildings comprises:

		2025
		£
	Cost	11,029,669
	Valuations	58,974
		-------------
		11,088,643
		-------------

The comparable amounts determined according to the historical cost convention are as follows:

		2025
		£
	Cost	11,029,669
	Accumulated depreciation	(749,242)
		-------------
	As at 31.12.25	10,280,427
		-------------
	As at 31.12.24	6,599,716

17. INVESTMENTS

Group	Interests in associates	Other investments other than loans	Total
	£	£	£
Share of net assets/cost
At 1 January 2025 as restated	83	4,828,398	4,828,481
Additions	–	360,000	360,000
Disposals	–	( 1,000,000)	( 1,000,000)
Revaluations	–	418,300	418,300
	----	------------	------------
At 31 December 2025	83	4,606,698	4,606,781
	----	------------	------------
Impairment
At 1 January 2025 as restated and 31 December 2025	–	–	–
	----	------------	------------

Carrying amount
At 31 December 2025	83	4,606,698	4,606,781
	----	------------	------------
At 31 December 2024	83	4,828,398	4,828,481
	----	------------	------------

Company	Shares in group undertakings	Shares in participating interests	Total
	£	£	£
Cost
At 1 January 2025 as restated and 31 December 2025	1,824,244	50	1,824,294
	------------	----	------------
Impairment
At 1 January 2025 as restated and 31 December 2025	–	–	–
	------------	----	------------

Carrying amount
At 1 January 2025 and 31 December 2025	1,824,244	50	1,824,294
	------------	----	------------
At 31 December 2024	1,824,244	50	1,824,294
	------------	----	------------

Listed investments

The fair value of listed investments is determined by reference to the quoted price for identical assets in an active market at the balance sheet date.

Collective Investments

Other investment are collective unit trust investments. These have an easily obtainable valuation and are therefore measured at fair value.

Subsidiaries, associates and other investments

Details of the investments in which the group and the parent company have an interest of 20% or more are as follows:

	Class of share	Percentage of shares held
Subsidiary undertakings
Gravells Limited	ordinary	99.99
JTG Enterprises Limited	ordinary	100

Associated undertaking

Morgan Homes Developments Limited	ordinary	50
All Trades Supplies Limited	ordinary	50
Morgan Developments Wales Limited	ordinary	33

Investments in associates and joint ventures

The groups share of capital and reserves in its associate Morgan Homes Developments Limited is £Nil (2024: (£2,644) All Trades Supplies Limited is £19,193 (2024 £78,241) Morgan Development Wales Limited is (£187,579) (2024 (£22,801)). Subsidiaries, associate and other investments JTG Enterprises Limited (company number: 06364538) is exempt from the requirements of the Companies Act relating to audit of its accounts by virtue of s479A Companies Act 2006.

18. STOCKS

	Group		Company
	2025	2024	2025	2024
		(restated)	(restated)
	£	£	£	£
Raw materials and consumables	424,720	564,084	–	–
Finished goods and goods for resale	18,601,062	14,290,843	–	–
	-------------	-------------	----	----
	19,025,782	14,854,927	–	–
	-------------	-------------	----	----

19. DEBTORS

	Group		Company
	2025	2024	2025	2024
		(restated)	(restated)
	£	£	£	£
Trade debtors	1,690,214	866,085	–	–
Amounts owed by group undertakings	–	–	13,813,021	10,322,897
Prepayments and accrued income	134,100	–	–	–
Other debtors	7,512,012	7,099,141	462,844	462,844
	------------	------------	-------------	-------------
	9,336,326	7,965,226	14,275,865	10,785,741
	------------	------------	-------------	-------------

20. CREDITORS: amounts falling due within one year

	Group		Company
	2025	2024	2025	2024
		(restated)	(restated)
	£	£	£	£
Bank loans and overdrafts	6,099	9,449	–	–
Trade creditors	19,995,567	11,721,099	–	–
Amounts owed to group undertakings	( 1)	( 1)	–	–
Amounts owed to undertakings in which the company has a participating interest	686,726	511,726	50	50
Accruals and deferred income	98,317	185,478	30	30
Corporation tax	748,387	548,724	–	–
Social security and other taxes	156,027	297,727	–	–
Director loan accounts	55,805	34	53,528	34
Provisions short term	24,203	–	–	–
Other creditors	1,414,150	1,318,890	–	59,900
	-------------	-------------	--------	--------
	23,185,280	14,593,126	53,608	60,014
	-------------	-------------	--------	--------

The bank overdraft is secured by a fixed and floating charge over the assets of the group, together with a group cross guarantee. There is a specific charge over two of the groups properties. The aggregate of secured liabilities falling due within one year is £6,099 (2024: £9,949)

21. CREDITORS: amounts falling due after more than one year

	Group		Company
	2025	2024	2025	2024
		(restated)	(restated)
	£	£	£	£
Bank loans and overdrafts	–	7,004	–	–
	----	------	----	----

The bank loans and overdraft are secured by a charges over properties, a fixed and floating charge over all of the assets of the group, together with a group cross guarantee.

The bank loans bear interest of 2.5% above the base rate per annum and are repayable over 120 months.

The aggregate of secured liabilities falling due after one year is £Nil (2024: £7,004)

22. PROVISIONS

Group	Deferred tax (note 23)	Cost Provisions	Total
	£	£	£
At 1 January 2025 (as restated)	1,560,339	5,959,885	7,520,224
Additions	167,806	( 14,110)	153,696
	------------	------------	------------
At 31 December 2025	1,728,145	5,945,775	7,673,920
	------------	------------	------------

The company does not have any provisions.

23. DEFERRED TAX

The deferred tax included in the statement of financial position is as follows:

	Group		Company
	2025	2024	2025	2024
		(restated)	(restated)
	£	£	£	£
Included in provisions (note 22)	1,728,145	1,560,339	–	–
	------------	------------	----	----

The deferred tax account consists of the tax effect of timing differences in respect of:

	Group		Company
	2025	2024	2025	2024
		(restated)	(restated)
	£	£	£	£
Accelerated capital allowances	1,728,145	1,560,339	–	–
	------------	------------	----	----

The expected net reversal of deferred tax assets and liabilities in 2025 is Nil. This primarily relates to the reversal of timing differences on capital allowances with continued asset purchases at consistent levels year on year.

24. EMPLOYEE BENEFITS

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 458,475 (2024: £ 369,245 ).

25. PRIOR PERIOD ERRORS

The comparative figures have been restated to remove ALD vehicles from fixed asset and offset the corresponding creditor. The comparative figures have also been restated to move provisions out of accruals totalling £3,329,110. The comparative figures have been restated to reflect properties that are freehold in the group and depreciated at 2% straight line. The 2024 profit and loss adjustment adding to depreciation totalled £75,062, with a reserves adjustment for earlier years of £592,841.

26. CALLED UP SHARE CAPITAL

Issued, called up and fully paid

	2025		2024
			(restated)
	No.	£	No.	£
Ordinary A shares of £ 1 each	7	7	7	7
Ordinary B shares of £ 1 each	6	6	6	6
Ordinary C shares of £ 1 each	7	7	7	7
	----	----	----	----
	20	20	20	20
	----	----	----	----

27. RESERVES

Revaluation reserve - This reserve records the value of asset revaluations and fair value movements on assets recognised in other comprehensive income. Fair value reserve - This reserve records the value of investment revaluations and fair value movements on investments recognised in other comprehensive income. Profit and loss account - This reserve records retained earnings and accumulated losses. Minority interest - This reserve records retained earnings and accumulated losses associated with the minority interest.

28. CASH GENERATED FROM OPERATIONS

	2025	2024
		(restated)
	£	£
Profit for the financial year	2,488,150	2,484,684

Adjustments for:
Depreciation of tangible assets	2,075,761	1,709,119
Amortisation of intangible assets	( 48,586)	( 48,586)
Income from other fixed asset investments	( 418,300)	( 623,831)
Other interest receivable and similar income	( 472,921)	( 386,261)
Interest payable and similar expenses	444,540	640,069
Gains on disposal of tangible assets	( 362,699)	( 361,110)
Tax on profit	841,729	541,059
Accrued income	( 87,162)	( 3,343,421)

Changes in:
Stocks	( 4,170,855)	( 1,411,393)
Trade and other debtors	( 1,371,100)	( 849,063)
Trade and other creditors	8,252,231	( 1,863,075)
Provisions and employee benefits	( 14,110)	5,959,885
	------------	------------
	7,156,678	2,448,076
	------------	------------

29. ANALYSIS OF CHANGES IN NET DEBT

	At 1 Jan 2025	Cash flows	At 31 Dec 2025
	£	£	£
Cash at bank and in hand	785,799	237,221	1,023,020
Debt due within one year	(521,208)	(227,421)	(748,629)
Debt due after one year	(7,004)	7,004	–
	---------	---------	------------
	257,587	16,804	274,391
	---------	---------	------------

30. OPERATING LEASES

The total future minimum lease payments under non-cancellable operating leases are as follows:

	Group		Company
	2025	2024	2025	2024
		(restated)	(restated)
	£	£	£	£
Not later than 1 year	116,667	170,000	–	–
Later than 1 year and not later than 5 years	45,000	–	–	–
	---------	---------	----	----
	161,667	170,000	–	–
	---------	---------	----	----

Lessor The group owns a fleet of motor vehicles for rental purposes. Motor vehicles are leased or made available for lease and the term varies depending on the lessee and their needs. None of the leases are non-cancellable agreements and the lessee does not have an option to purchase the motor vehicle at the expiry of the lease period.

31. CONTINGENCIES

None.

JTG Holdings Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2025

32. RELATED PARTY TRANSACTIONS

Company

During the year the Group entered into transactions with related parties as follows: Director At the year end the director was owed £55,085 (2024: £2,297) from the company Other related parties

	2025	2024
	£	£
Balance owing (to) from	(6,230,986)	(5,776,796)
Rent paid	170,000	170,000

Other related party balances bear no interest. The director has provided a personal guarantee of £400,000 to Hyundai Capital to cover all facilities provided. This personal guarantee has been released dated 25th March 2026.

33. CONTROLLING PARTY

Mr J Gravell is the ultimate controlling party, by virtue of both his direct shareholding in JTG Holdings Limited and his indirect shareholding in Gravells Services Limited.

34. EXCEPTIONAL ITEM

There is an exceptional item included in administrative expenses during the current and prior year that relates to a loan write off with a related company.