REGISTERED NUMBER: 02778594 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

NMC SPORTIF LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

Mr S Miskin

Mr D C Froude

Mr J J Wilmoth

REGISTERED OFFICE:

Park Street

Stocklake

Aylesbury

Buckinghamshire

HP20 1DN

REGISTERED NUMBER:

02778594 (England and Wales)

AUDITORS:

Jamesons Limited

Chartered Accountants and Statutory Auditors

Jamesons House

Compton Way

Witney

OX28 3AB

BANKERS:

Barclays Bank PLC

Market Square

Witney

Oxfordshire

OX28 7BA

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

The results for the year and financial position of the company are as shown in the annexed financial statements.

REVIEW OF BUSINESS

The principal activity of the company during the year was that of Franchised Motor Dealerships. The company consists of the sale of new and used vehicles and service and repair of vehicles.

The company's key financial and other performance indicators during the year are as follows:

2025

2024

£

£

Turnover (£)

14,660,996

14,842,600

Gross Profit (%)

12.1

11.1

(Loss)/Profit before tax

153,590

85,645

Sales and Margins

Results for 2025 show a decrease in revenue but an increase in gross margin resulting in an increase in profit before tax. This result is mainly due to an increase in profit for aftersales. The new vehicle margins compared to 2024 decreased by 42% and a smaller margin of 8% for used.

The sale of new cars decreased driven largely by the model changeovers for core vehicles.

The start of 2026 has seen a rise in new car registrations rising roughly 50% on 2024, this is mainly driven by the improved range of EV C3 and C5's.

Overheads

Slight increase in overhands of just under 2.5% due to increased business rates, employment changes and property updates.

PRINCIPAL RISKS AND UNCERTAINTIES

Major risks include regulatory clampdowns ( such as FCA rules on finance and warranties), the shifting landscape of consumer demand towards electric vehicles ( EVs), margin pressures from rising overheads and legal uncertainties impacting auto-finance.

The coexistence of Internal Combustion Engine ( ICE) vehicles and Battery Electric Vehicles ( BEV's) creates forecasting and stock- holding challenges. Shifting consumer preference and the growth of salary- sacrifice schemes (impacting the retail sector) create uncertainties around residual values.

FUTURE DEVELOPMENTS

Corporate ID starts in 2026 with signage followed by fixtures and fittings in 2027.

ON BEHALF OF THE BOARD:

Mr S Miskin - Director

6 July 2026

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

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2025 will be £ 1,250 .

DIRECTORS

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

Mr S Miskin

Mr D C Froude

Mr J J Wilmoth

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

Mr S Miskin - Director

6 July 2026

Opinion

We have audited the financial statements of NMC Sportif Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non - compliance with laws and regulations was as follows:

-

The engagement partner ensured that the engagement team collectively had appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations:

-

We identified the laws and regulations applicable to the company through discussion with directors and informed management and from our commercial knowledge and experience of the industry;

-

We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company including Companies Act 2006, taxation legislation, employment legislation and health and safety legislation;

-

We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and reviewing documentation during the audit; and

-

Identified laws and regulations were communicated within the audit team and the team remained alert to instances of non-compliance during the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;

-

Making enquires of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

-

Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-

Reviewed the financial statements and records to identify any unusual or unexpected relationships;

-

Tested journal entries to identify unusual transactions;

-

Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-

Investigated the rationale behind any significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

Agreeing financial statement disclosures to underlying supporting documentation;

-

Enquiring of management as to actual and potential litigation and claims; and

-

Reviewing correspondence with HMRC and other applicable sources.

There are inherent limitations in our audit procedures described above. The 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. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquire of the directors and informed management and the inspection of regulatory and legal correspondence if any.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation and there is therefore 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.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Anita Lyon FCA FCCA (Senior Auditor)

for and on behalf of Jamesons Limited

Chartered Accountants and Statutory Auditors

Jamesons House

Compton Way

Witney

OX28 3AB

10 July 2026

TURNOVER

4

14,660,966

14,842,600

Cost of sales

(12,879,983

)

(13,192,420

)

GROSS PROFIT

1,780,983

1,650,180

Administrative expenses

(1,629,121

)

(1,566,211

)

OPERATING PROFIT

6

151,862

83,969

Interest receivable and similar income

1,728

1,676

PROFIT BEFORE TAXATION

153,590

85,645

Tax on profit

7

(38,380

)

(22,454

)

PROFIT FOR THE FINANCIAL YEAR

115,210

63,191

PROFIT FOR THE YEAR

115,210

63,191

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

115,210

63,191

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

584,729

423,620

584,729

423,620

CURRENT ASSETS

Stocks

11

1,982,154

1,776,002

Debtors

12

750,118

636,512

Cash at bank and in hand

13

229,549

71,048

2,961,821

2,483,562

CREDITORS

Amounts falling due within one year

14

(2,397,705

)

(1,903,838

)

NET CURRENT ASSETS

564,116

579,724

TOTAL ASSETS LESS CURRENT LIABILITIES

1,148,845

1,003,344

PROVISIONS FOR LIABILITIES

17

(65,533

)

(33,992

)

NET ASSETS

1,083,312

969,352

CAPITAL AND RESERVES

Called up share capital

18

200,000

200,000

Revaluation reserve

19

59,290

59,290

Retained earnings

19

824,022

710,062

SHAREHOLDERS' FUNDS

1,083,312

969,352

The financial statements were approved by the Board of Directors and authorised for issue on 6 July 2026 and were signed on its behalf by:

Mr S Miskin - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2024

200,000

648,121

59,290

907,411

Changes in equity

Dividends

-

(1,250

)

-

(1,250

)

Total comprehensive income

-

63,191

-

63,191

Balance at 31 December 2024

200,000

710,062

59,290

969,352

Changes in equity

Dividends

-

(1,250

)

-

(1,250

)

Total comprehensive income

-

115,210

-

115,210

Balance at 31 December 2025

200,000

824,022

59,290

1,083,312

Cash flows from operating activities

Cash generated from operations

1

374,063

243,930

Tax paid

(15,842

)

(22,200

)

Net cash from operating activities

358,221

221,730

Cash flows from investing activities

Purchase of tangible fixed assets

(200,149

)

(278,170

)

Sale of tangible fixed assets

1,160

2,924

Interest received

1,728

1,676

Net cash from investing activities

(197,261

)

(273,570

)

Cash flows from financing activities

Amount withdrawn by directors

(1,209

)

(1,677

)

Equity dividends paid

(1,250

)

(1,250

)

Net cash from financing activities

(2,459

)

(2,927

)

Increase/(decrease) in cash and cash equivalents

158,501

(54,767

)

Cash and cash equivalents at beginning of year

2

71,048

125,815

Cash and cash equivalents at end of year

2

229,549

71,048

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

2025

2024

£

£

Profit before taxation

153,590

85,645

Depreciation charges

38,126

17,199

(Profit)/loss on disposal of fixed assets

(245

)

507

Finance income

(1,728

)

(1,676

)

189,743

101,675

(Increase)/decrease in stocks

(206,152

)

522,219

(Increase)/decrease in trade and other debtors

(112,399

)

14,812

Increase/(decrease) in trade and other creditors

502,871

(394,776

)

Cash generated from operations

374,063

243,930

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

229,549

71,048

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

71,048

125,815

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

71,048

158,501

229,549

71,048

158,501

229,549

Total

71,048

158,501

229,549

1.	STATUTORY INFORMATION

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

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

2.	STATEMENT OF COMPLIANCE

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

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. It is considered that there are no estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Turnover

Turnover represents the invoiced value of motor vehicles sold, vehicle servicing to customers, parts sales, forecourt sales and manufacturers bonuses, excluding value added tax.

Revenue is recognised to the extent that the company obtains the right to consideration in exchange for its performance (usually on full payment of the goods). Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates.

Goodwill

Goodwill represents the excess cost of acquisition over the fair value of the seperable net assets of the business acquired. It is amortised in equal installments over its estimated useful economic life.

Intangible assets

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

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation less depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over it's expected useful life. The depreciation rates used are as follows:-

Leasehold Improvements

50% straight line and 4% straight line

Plant, Machinery and Equipment

15% straight line and 15% reducing balance

Fixtures and fittings

15% straight line and 15% reducing balance

Motor Vehicles

25% straight line

Stocks

Cost is calculated used the FIFO (first-in, first-out) method.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised an an impairment loss in the profit or loss. Reversals of impairment losses are also recognised in the profit or loss.

Financial instruments

Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at banks and in hand and short term deposits with an original maturity date of three months or less. For the purpose of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

Short-term debtors and creditors

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 income statement in other operating expenses.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Pension costs and other post-retirement benefits

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

4.

TURNOVER

Turnover consists of amounts invoiced to UK customers excluding VAT and arises primarily from vehicle sales and service, forecourt sales and manufacturers bonuses.

All turnover arose within the United Kingdom.

5.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

1,020,939

947,397

Social security costs

133,429

114,589

Other pension costs

24,237

22,690

1,178,605

1,084,676

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

2025

2024

Management & administration

18

4

Sales

7

7

Workshop, stores & others

3

17

28

28

2025

2024

£

£

Directors' remuneration

71,795

73,944

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

6.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2025

2024

£

£

Depreciation - owned assets

38,125

17,198

(Profit)/loss on disposal of fixed assets

(245

)

507

Auditors' remuneration

14,650

15,150

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

18,589

15,684

year

(11,751

)

-

Total current tax

6,838

15,684

Deferred tax

31,542

6,770

Tax on profit

38,380

22,454

Reconciliation of total tax charge included in profit and loss

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

2025

2024

£

£

Profit before tax

153,590

85,645

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

38,398

21,411

Effects of:

Expenses not deductible for tax purposes

-

368

Capital allowances in excess of depreciation

(19,808

)

(6,095

)

Adjustments to tax charge in respect of previous periods

(11,751

)

-

Deferred tax arising from accelerated capital allowances.

31,541

6,770

Total tax charge

38,380

22,454

8.

DIVIDENDS

2025

2024

£

£

Interim

1,250

1,250

9.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 January 2025

and 31 December 2025

90,000

AMORTISATION

At 1 January 2025

and 31 December 2025

90,000

NET BOOK VALUE

At 31 December 2025

-

At 31 December 2024

-

10.	TANGIBLE FIXED ASSETS

Freehold

Short

Plant and

property

leasehold

machinery

£

£

£

COST OR VALUATION

At 1 January 2025

105,000

757,868

38,448

Additions

-

160,594

29,618

Disposals

-

-

-

At 31 December 2025

105,000

918,462

68,066

DEPRECIATION

At 1 January 2025

-

501,634

30,072

Charge for year

-

15,097

6,371

Eliminated on disposal

-

-

-

At 31 December 2025

-

516,731

36,443

NET BOOK VALUE

At 31 December 2025

105,000

401,731

31,623

At 31 December 2024

105,000

256,234

8,376