REGISTERED NUMBER: 03659588 (England and Wales)

TMD GROUP HOLDINGS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Company Information

1

Group Strategic Report

2

Report of the Director

5

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Cash Flow Statement

17

Notes to the Consolidated Cash Flow Statement

18

Notes to the Consolidated Financial Statements

19

DIRECTOR:

P. I. Chance

SECRETARY:

Mrs J. Chance

REGISTERED OFFICE:

TMD Motorhomes

Alcester Road

Wythall

Birmingham

West Midlands

B47 6DB

REGISTERED NUMBER:

03659588 (England and Wales)

AUDITORS:

Charles Lovell & Co Limited

Chartered Certified Accountants

and Statutory Auditors

8 Church Green East

Redditch

Worcestershire

B98 8BP

The directors are pleased to present the strategic report of the company for the year ended 31 December 2025. The report provides an overview of the Company's principal activities, performance during the year and the key factors affecting its future development.

REVIEW OF BUSINESS

The company operates as a motorhome dealership, generating revenue through the purchase and resale of motorhomes, alongside ancillary income streams such as finance commissions, warranties, and servicing-related activities.

For the year ended 31 December 2025, the business turnover of £14,836,534 (2024: £14,477,840), indicates relatively stable sales levels year-on-year. However, despite this, the company has recorded a loss of £266,827 compared to the profit of £450,228 in the prior year.

Gross profit has declined year-on-year, primarily due to margin compression on vehicle sales, increased cost of purchases relative to sales & possible discounting to drive sales volumes

Closing stock remains high at £8,499,932, reflecting the capital-intensive nature of the business. This may indicate slower stock turnover or an overstocking position, both of which can negatively impact profitability and cash flow.

Operating costs have remained significant, with notable increases in staff costs, advertising and website expenditure & overheads and general administrative expenses

In addition, stock finance charges have increased significantly, placing further pressure on profitability. Overall, the combination of reduced margins and increased financing and operating costs has resulted in the reported loss for the year.

PRINCIPAL RISKS AND UNCERTAINTIES

The company operates within the UK motorhome retail sector, which remains sensitive to wider economic conditions. During the year, the business has been impacted by elevated interest rates, cost inflation, and increased competitive pressure, all of which have contributed to reduced margins across the industry. These factors, combined with subdued consumer confidence for discretionary purchases, have contributed to the Company reporting a loss for the year.

The motorhome market is inherently cyclical, and demand can fluctuate in response to changes in disposable income, financing costs, and broader economic uncertainty. Higher borrowing costs have also increased the company's stock funding expenses, placing additional pressure on profitability and cash flow.

The company holds a significant level of inventory, which exposes it to risks relating to stock obsolescence, valuation, and slower turnover. In a more competitive market, this may result in increased discounting to achieve sales, further impacting gross margins.

In addition, uncertainty surrounding future government policy, taxation, and regulatory requirements continues to present a risk to the business. Changes in fuel and energy costs, environmental regulations, and compliance obligations may also affect both consumer demand and operating costs.

Despite these challenges, the directors are taking steps to respond to current trading conditions. Focus remains on improving stock management, controlling costs, and protecting margins where possible. The directors believe that appropriate systems and controls are in place to manage these risks; however, continued economic uncertainty means that trading conditions are expected to remain challenging in the near term.

FINANCIAL KEY PERFORMANCE INDICATORS

The company has established and recognised key performance indicators to measure progress in achieving its key business objectives and strategies; these are reviewed on a regular basis.

The company's profitability metrics, specifically gross profit and net profit, provide a clear view of operational performance and overall financial health. These indicators highlight both the efficiency of core operations and the effectiveness of cost management.

2025

2024

Gross profit

4.02%

8.54%

Net profit before tax

(2.31%)

4.23%

Net profit after tax

(1.64%)

3.17%

STRATEGY

The company's strategy is to operate a sustainable and profitable motorhome dealership through effective cost control, strong stock management, and delivery of quality vehicles and services.

Following the loss reported for the year, we are focused on restoring profitability by improving margins, reducing discounting, and carefully managing operating costs. Stock levels are being closely monitored to improve turnover, reduce slow-moving vehicles, and lower financing costs.

Investment decisions are being made selectively, with a focus on cash flow and efficiency. The company continues to invest in marketing and customer experience to support sales and repeat business.

Overall, the strategy is to strengthen financial performance and return the business to profitability in challenging market conditions.

ENVIRONMENT

The business is impacted by evolving environmental regulations, particularly in relation to vehicle emissions and fuel efficiency. Changes in legislation and increasing consumer awareness may influence demand for motorhomes with improved environmental performance and compliance with newer standards.

Efforts are made to minimise environmental impact through responsible energy use at premises and appropriate handling of waste arising from vehicle preparation and maintenance.

We will continue to monitor environmental developments and will consider opportunities to adapt the vehicle offering and operations in line with sustainability trends where appropriate.

FUTURE DEVELOPMENTS

We are focused on returning the business to profitability through improved margin control, tighter cost management, and more efficient stock turnover.

Future plans include refining stock purchasing to better align with demand, reducing slow-moving inventory, and lowering reliance on external financing. The business will continue to invest in its online presence and sales channels to support revenue generation.

We will also monitor market conditions closely and adapt the product offering and pricing strategy as required. While trading conditions remain uncertain, the focus is on strengthening cash flow and positioning the business for sustainable growth.

ON BEHALF OF THE BOARD:

P. I. Chance - Director

10 September 2026

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

DIVIDENDS

An interim dividend of £900 per share was paid on 31 December 2025. The director recommends that no final dividend be paid.

The total distribution of dividends for the year ended 31 December 2025 will be £ 90,000 .

DIRECTOR

P. I. Chance held office during the whole of the period from 1 January 2025 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director 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 company and the group and of 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 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 director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he 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 group's auditors are aware of that information.

AUDITORS

The auditors, Charles Lovell and Co will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

P. I. Chance - Director

10 September 2026

Opinion

We have audited the financial statements of TMD Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 31 December 2025 and of the group's loss for the year then ended;

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

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

Basis for opinion

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

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 and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

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

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 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 director

As explained more fully in the Statement of Director's Responsibilities set out on page five, 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 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.

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:

The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud and error; and to respond appropriately to those risks. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

- We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the nature of the industry and the sector in which they operate. We determined that the following laws and regulations were most significant; the Companies Act 2006, the UK Corporate Governance Code and UK corporate taxation laws.

- We obtained an understanding of how the Company are complying with those legal and regulatory frameworks by making inquiries with the management of the Company and the Group's audit department.

- We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the Audit engagement team included:

- identifying and assessing the design effectiveness of controls that management has in place to

prevent and detect fraud.

- Understanding how those charged with governance considered and addressed the potential for

override of controls or other inappropriate influence over the financial reporting process.

- challenging assumptions and judgements made by management in its significant accounting

estimates.

- identifying and testing journal enteries and performing analytical procedures to identify any unusual

or unexpected relationships that may indicate risks of material misstatement due to fraud.

- assessing the extent of compliance with the relevant laws and regulations.

- We also communicated relevant identified laws and regulations and potential fraud risk to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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.

Other matters

The financial statements for the prior year were not audited. Accordingly, we do not express an opinion on the corresponding figures and opening balances.

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.

Hadleigh Jonathan Burns (Senior Statutory Auditor)

for and on behalf of Charles Lovell & Co Limited

Chartered Certified Accountants

and Statutory Auditors

8 Church Green East

Redditch

Worcestershire

B98 8BP

10 September 2026

TURNOVER

14,836,534

14,477,840

Cost of sales

14,240,179

13,241,874

GROSS PROFIT

596,355

1,235,966

Administrative expenses

908,144

606,892

OPERATING (LOSS)/PROFIT

4

(311,789

)

629,074

Interest receivable and similar income

3,359

7,739

(308,430

)

636,813

Interest payable and similar expenses

5

56,653

31,237

(LOSS)/PROFIT BEFORE TAXATION

(365,083

)

605,576

Tax on (loss)/profit

6

(98,256

)

155,348

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(266,827

)

450,228

(Loss)/profit attributable to:

Owners of the parent

(266,827

)

450,228

(LOSS)/PROFIT FOR THE YEAR

(266,827

)

450,228

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(266,827

)

450,228

Total comprehensive income attributable to:

Owners of the parent

(266,827

)

450,228

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

2,561,741

2,035,506

Investments

11

-

-

2,561,741

2,035,506

CURRENT ASSETS

Stocks

12

8,499,932

7,186,786

Debtors

13

128,770

109,789

Cash at bank and in hand

124,477

208,434

8,753,179

7,505,009

CREDITORS

Amounts falling due within one year

14

8,294,873

5,736,412

NET CURRENT ASSETS

458,306

1,768,597

TOTAL ASSETS LESS CURRENT LIABILITIES

3,020,047

3,804,103

CREDITORS

Amounts falling due after more than one year

15

(777,182

)

(1,205,476

)

PROVISIONS FOR LIABILITIES

18

(41,144

)

(40,079

)

NET ASSETS

2,201,721

2,558,548

CAPITAL AND RESERVES

Called up share capital

19

100

100

Retained earnings

20

2,201,621

2,558,448

SHAREHOLDERS' FUNDS

2,201,721

2,558,548

The financial statements were approved by the director and authorised for issue on 10 September 2026 and were signed by:

P. I. Chance - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

2,333,645

1,873,656

Investments

11

200

200

2,333,845

1,873,856

CURRENT ASSETS

Debtors

13

446,813

875,230

Cash at bank

13,114

14,009

459,927

889,239

CREDITORS

Amounts falling due within one year

14

141,671

180,934

NET CURRENT ASSETS

318,256

708,305

TOTAL ASSETS LESS CURRENT LIABILITIES

2,652,101

2,582,161

CREDITORS

Amounts falling due after more than one year

15

777,182

602,738

NET ASSETS

1,874,919

1,979,423

CAPITAL AND RESERVES

Called up share capital

19

100

100

Retained earnings

20

1,874,819

1,979,323

SHAREHOLDERS' FUNDS

1,874,919

1,979,423

Company's (loss)/profit for the financial year

(14,504

)

449,982

The financial statements were approved by the director and authorised for issue on 10 September 2026 and were signed by:

P. I. Chance - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

300

2,218,220

2,218,520

Changes in equity

Issue of share capital

(200

)

-

(200

)

Dividends

-

(110,000

)

(110,000

)

Total comprehensive income

-

450,228

450,228

Balance at 31 December 2024

100

2,558,448

2,558,548

Changes in equity

Dividends

-

(90,000

)

(90,000

)

Total comprehensive income

-

(266,827

)

(266,827

)

Balance at 31 December 2025

100

2,201,621

2,201,721

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

100

1,639,341

1,639,441

Changes in equity

Dividends

-

(110,000

)

(110,000

)

Total comprehensive income

-

449,982

449,982

Balance at 31 December 2024

100

1,979,323

1,979,423

Changes in equity

Dividends

-

(90,000

)

(90,000

)

Total comprehensive income

-

(14,504

)

(14,504

)

Balance at 31 December 2025

100

1,874,819

1,874,919

Cash flows from operating activities

Cash generated from operations

1

597,930

304,167

Interest paid

(56,653

)

(30,952

)

Interest element of hire purchase or finance lease rental payments paid

-

(285

)

Tax paid

(149,088

)

(151,869

)

Net cash from operating activities

392,189

121,061

Cash flows from investing activities

Purchase of tangible fixed assets

(585,387

)

(933,246

)

Interest received

3,359

7,739

Dividends received

-

(458,500

)

Net cash from investing activities

(582,028

)

(1,384,007

)

Cash flows from financing activities

Loan repayments in year

196,940

348,081

Capital repayments in year

-

(3,936

)

Amount withdrawn by directors

(1,058

)

(8,070

)

Equity dividends paid

(90,000

)

348,500

Net cash from financing activities

105,882

684,575

Decrease in cash and cash equivalents

(83,957

)

(578,371

)

Cash and cash equivalents at beginning of year

2

208,434

786,805

Cash and cash equivalents at end of year

2

124,477

208,434

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.25

31.12.24

£

£

(Loss)/profit before taxation

(365,083

)

605,576

Depreciation charges

59,154

46,446

Finance costs

56,653

31,237

Finance income

(3,359

)

(7,739

)

(252,635

)

675,520

Increase in stocks

(1,313,146

)

(3,834,157

)

Decrease/(increase) in trade and other debtors

80,340

(15,575

)

Increase in trade and other creditors

2,083,371

3,478,379

Cash generated from operations

597,930

304,167

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

124,477

208,434

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

208,434

786,805

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

208,434

(83,957

)

124,477

208,434

(83,957

)

124,477

Debt

Debts falling due within 1 year

570,335

(625,235

)

(54,900

)

Debts falling due after 1 year

(1,205,476

)

428,294

(777,182

)

(635,141

)

(196,941

)

(832,082

)

Total

(426,707

)

(280,898

)

(707,605

)

1.	STATUTORY INFORMATION

TMD Group Holdings 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 General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed within accounting policies below.

The company's functional and presentational currency is pound sterling.

Significant judgements and estimates

The company 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 assets and liabilities within the next financial year are addressed below.

(i) 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 the physical condition of the assets.

Turnover

Turnover represents the fair value of consideration receivable for the sale of motorhomes, servicing, and warranty-related income, net of trade discounts, value added tax, and other sales-related taxes.

Revenue is recognised in accordance with the principles of FRS 102 Section 23 as follows:

Revenue from the sale of motorhomes is recognised when control of the vehicle passes to the customer, which is typically on delivery and acceptance, at which point the significant risks and rewards of ownership have transferred.

Revenue from servicing and repair work is recognised at the point the service is completed and invoiced, as this reflects the transfer of the service to the customer.

Where warranties are provided separately or as part of a bundled sale, the portion of consideration attributable to the warranty is deferred and recognised as revenue over the period of the warranty cover, reflecting the pattern of service provision and the company's obligations under the warranty agreement.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 0, is being amortised evenly over its estimated useful life of nil years.