The directors present the strategic report for the year ended 31 December 2025.
The consolidated financial statements have been prepared using merger accounting. Accordingly, the Group has been presented as though the current group structure had existed throughout both the current and comparative periods.
The parent company's accounting reference date was extended from 30 September 2024 to 31 December 2025. However, for the purposes of consolidation and in order to present meaningful comparative information, the consolidated financial statements have been prepared for the year ended 31 December 2025 with comparative information presented for the year ended 31 December 2024.
The results of the Group are shown on page 14 of the financial statements and show turnover of £223.8m (2024: £352.5m), operating profit of £6.8m (2024: £23.2m) and profit before taxation of £7.2m (2024: £121.5m).
Trading conditions throughout the period remained challenging. Vehicle sales volumes remained below historic levels and profitability was impacted by reduced stock availability, increased preparation costs and an operating structure designed for materially higher levels of sales activity.
During the period management undertook detailed reviews of vehicle purchasing strategy, stock turn, preparation standards, staffing levels, operational efficiency and property utilisation.
The directors do not propose the payment of a final dividend.
Post-year-end development
Following the reporting date, management continued to assess whether a commercially sustainable operating model could be achieved for the retail operations undertaken by Car Giant Limited.
Following detailed review and consultation with employees and their representatives, the directors concluded in April 2026 that it was not possible to identify a commercially sustainable future model for the retail business. Accordingly, Car Giant Limited ceased retail trading on 24 April 2026 and commenced an orderly managed wind-down of its operations. Remaining retail stock is being sold as part of that managed wind-down, and after-sales and customer support arrangements are being maintained for an appropriate period to ensure that existing customer commitments are addressed.
The directors have considered the impact of these events on the financial statements and the carrying value of the Group's assets and liabilities.
The principal risks and uncertainties identified during the period primarily related to the retail activities undertaken by Car Giant Limited, which represented the Group's principal trading operation throughout the reporting period.
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During the period ended 31 December 2025, the Group continued to operate in a challenging used-vehicle market. The directors recognised that the scale and cost base of the business had been established for materially higher levels of vehicle sales than those achieved during the year.
The Group therefore undertook a substantial restructuring and cost-reduction review. The objective was to assess whether a smaller operation, focused on better-quality vehicles, improved preparation standards and a reduced property and staffing footprint, could return the business to sustainable profitability.
The principal risks and uncertainties identified by the directors were as follows:
1. Reduced sales volumes and operating cost base
The Group's property, staffing, administrative and operational cost base had been established for a materially higher-volume business. Reduced sales volumes created a risk that gross profit would be insufficient to meet the Group's fixed and semi-fixed costs.
Management reviewed all material categories of expenditure, staffing requirements, supplier contracts, discretionary costs, identifying functions that could be combined, simplified or discontinued and the property footprint required for a smaller operation. More frequent monitoring of margins, costs, stock levels and cash flow was introduced.
2. Availability and acquisition cost of suitable stock
The supply of suitable used vehicles remained constrained and highly competitive. Competition from other retailers, online platforms, auctions and dealer groups increased pressure on purchase prices and reduced the availability of suitable vehicles.
The Group reviewed its buying criteria, expected margins and purchasing strategy. Management considered accepting lower margins on faster-turning vehicles where this was expected to improve stock availability and increase total contribution towards fixed costs.
3. Vehicle preparation costs and stock quality
Vehicles requiring extensive mechanical, bodywork, cosmetic or administrative preparation could generate costs materially above those anticipated at purchase. This could reduce margins, delay vehicles becoming available for sale and increase post-sale claims.
Management reviewed vehicle profitability by make, model, age, mileage, ownership profile, acquisition source, preparation cost, preparation time, days in stock and post-sale expenditure. Buying criteria were revised to reduce exposure to vehicles with higher preparation costs or poorer stock-turn.
4. Property footprint and site operating costs
The Group occupied a substantial retail, storage, workshop, preparation and administrative footprint that had been established for significantly higher stock and sales volumes.
Management reviewed the space required for a smaller-volume business, including retail display, workshop, bodyshop, valeting, storage and administrative areas. The objective was to align the property footprint and associated costs with the reduced scale of operations.
5. Stock ageing and stock-turn
Vehicles not prepared, advertised and sold within targeted timeframes were exposed to depreciation, changing market demand and increased holding costs.
Management increased the frequency of stock reviews by age, condition, retail readiness, price and demand. The Group also reviewed whether certain vehicles should be disposed of through alternative channels rather than retained for retail sale.
6. Execution of restructuring strategy and liquidity
The restructuring required several interdependent changes, including cost reductions, property consolidation, staffing changes, improved buying decisions, better vehicle preparation and faster stock-turn. There was a risk that these actions would not be implemented quickly enough or would not deliver the expected improvement.
Directors and senior management monitored sales volumes, gross profit, stock levels, preparation costs, post-sale expenditure, staffing costs, property costs and cash-flow forecasts. The directors also monitored liquidity and considered the availability and terms of financial support as part of their assessment of the Company’s position.
Going forward the primary risks relate to the orderly execution of the wind-down and the mitigation of contractual runoff obligations.
1. Asset Realisation Risk
There is a risk that remaining tangible and intangible assets cannot be sold or liquidated at their book value.
2. Contractual Disruption
Risk of penalties from early termination of commercial leases, supply contracts or customer agreements.
3. Retention of Key Personnel
Risk of losing crucial operational or financial staff required to oversee the winding-up process.
The directors monitored both financial and non-financial key performance indicators during the period. The most significant operational indicator continued to be used vehicle sales volumes, which reduced from approximately 25,900 vehicles in 2024 to approximately 17,420 vehicles in 2025. This reduction had a significant impact on profitability because the retail operation had historically operated with a cost base designed for substantially higher sales volumes.
KPI
| Definition | Performance |
Financial KPIs |
|
|
Underlying PBT | Underlying profit before tax excludes items that have nontrading attributes due to their size, nature or incidence | 2025: underlying PBT £7.2m 2024: underlying PBT £22.6m
|
Operational margin | Underlying operating profit divided by underlying revenue | 2025: operating margin 3.2% 2024: operating margin 6.4% |
Non-financial KPIs |
|
|
Used car sales | All used car sales | 2025: used volume 17,420 2024: used volume 25,900 |
Section 172 of the Companies Act 2006 requires a director of a Group to act in the way he or she considers, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole.
In doing so, directors are required to have regard, among other matters, to:
the likely consequences of any decision in the long term;
the interests of the Group's employees;
the need to foster the Group's business relationships with suppliers, customers and others;
the impact of the Group's operations on the community and the environment;
the desirability of maintaining a reputation for high standards of business conduct; and
the need to act fairly as between members of the Group.
During the period, the directors had regard to these factors when reviewing the Group's financial performance, operational structure, cost base, property footprint, employee requirements and future viability.
The directors recognised the importance of employees to the Group and the impact that restructuring decisions could have on them. The Group continued to employ a significant number of people from the local community and invested in training and development across operational areas.
The directors also considered the Group's relationships with customers, suppliers, finance partners and other stakeholders. Maintaining service standards, meeting customer obligations and managing supplier relationships remained important considerations throughout the year.
Following the year end, when it became apparent that a sustainable retail operating model could not be identified, the directors considered the interests of employees, customers, suppliers, creditors and other stakeholders in determining how the managed wind-down of retail operations should be conducted. The directors believe that an orderly managed wind-down will preserve value for shareholders while ensuring that there are cash reserves available to honour outstanding obligations.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The Group results for the year ended 31 December 2025 are set out on page 14 of the financial statements.
The current financial statements represent the first consolidated financial statements of the Group following the group reorganisation completed on 20 November 2024. The consolidated financial statements have been prepared using merger accounting and are presented as though the current group structure had existed throughout both the current and comparative periods.
Accordingly, the consolidated comparative information has been presented for the year ended 31 December 2024. The parent company financial statements continue to reflect the statutory reporting period of NW London Commercial Limited.
The directors do not recommend the payment of a dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Borrowings
During the period the principal external borrowing of the Group comprised a stock funding facility provided by Lombard North Central Plc and secured against vehicle inventory held by Car Giant Limited.
At the reporting date (£9.45m 2024: £Nil) was outstanding under the facility. The facility was repaid in full subsequent to the reporting date and the associated security arrangements were terminated.
Liquidity management
The Group financed its activities during the period through a combination of operating cash flows, external stock funding facilities and available cash resources.
Following the post year-end decision to cease retail operations, the directors’ focus has been on maintaining sufficient liquidity to support the orderly managed wind-down of the retail business, the realisation of remaining assets and the settlement of obligations as they fall due.
At the reporting date the Group held cash balances of approximately £6.2m.
Treasury management
The Group's treasury function is controlled centrally to ensure the availability and flexibility of funding in order to meet the Group's trading, working capital and wind-down requirements.
Price risk
The Group is exposed to price risk as a result of operating in a competitive used-vehicle market. During the year, the Group monitored pricing, margins, stock age and stock-turn using key performance indicators. Following the post-year-end decision to cease retail operations, price risk also includes the risk that remaining stock may be realised at values below previous expectations during the managed wind-down.
Credit risk
The Group is exposed to the risk of clawback on finance commissions where customers fail to meet the standards set out in the terms and conditions of the relevant finance companies. The risk is limited to the value of the commission received.
Interest rate risk
The Group's borrowings are denominated in Sterling. The Group's objective is to manage the degree of interest hedging such that exposure to interest fluctuations is balanced against cost and flexibility. Borrowings are not hedged against and are subject to base rate movements.
Information on matters of concern to employees is provided through management communications, briefings, information bulletins and reports, with the aim of promoting awareness of the financial and economic factors affecting the Group's performance.
Following the period end, as the Group assessed the future viability of its retail operations, employees were kept informed through a formal consultation process with employee representatives and through individual communications where appropriate.
Engagement with suppliers, customers and others
Details of engagement with suppliers, customers and others are set out in the Section 172(1) statement in the Strategic Report. These details form part of this report.
Following the period end, trading conditions remained challenging. The Group continued to assess whether a viable and sustainable operating model could be achieved through a reduced operating footprint, revised staffing structure, changes to buying strategy and operational efficiencies.
After further assessment, and following consultation with employees and their representatives, the directors concluded in 2026 that it was not possible to identify a commercially sustainable model for the continuation of the Group's retail operations. The Group, therefore, announced the cessation of its retail operations and commenced a managed wind-down of those activities.
The Group is continuing to sell remaining retail stock as part of the managed wind-down and is maintaining aftersales and customer support arrangements for an appropriate period to ensure that existing customer commitments are addressed. The directors are also continuing to manage the Group's remaining assets, obligations, employees and stakeholder relationships in an orderly manner.
In accordance with the company's articles, a resolution proposing that Xeinadin Audit Limited be reappointed as auditor of the group will be put at a General Meeting.
The Group's greenhouse gas emissions and energy consumption are as follows:
Emissions and energy consumption | 2025 | 2024 |
Emissions resulting from activities for which the Group is responsible involving the combustion of gas or consumption of fuel for its own use, including the purposes of transport (in tonnes of CO2 equivalent)
| 618 | 793 |
Emissions resulting from the purchase of the electricity by the Group for its own use, including the purposes of transport (in tonnes of CO2 equivalent | 361 | 420 |
Energy consumed from activities for which the Group is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Company for its own use, including for the purposes of transport, in mWh | 5,646 | 8,196 |
Intensity ratio (energy efficiency) 15.01 (2024: 17.91).
The Group quantifies and reports its organisational greenhouse gas emissions using UK Government conversion factors.
The Group has followed the GHG Reporting Protocol – Corporate Accounting and Reporting Standard and has used the UK Government's Greenhouse Gas Reporting Conversion Factors for Company Reporting in calculating emissions. Energy consumption and emissions data have been compiled from utility invoices, fuel records and other available consumption data covering the period.
The intensity ratio used is the number of cars sold per tonne of CO₂ emitted. The ratio has been calculated using total greenhouse gas emissions divided by vehicle sales during the period and provides a consistent measure of energy efficiency over time.
The Company continues to monitor energy usage across its operations and seeks to improve energy efficiency through ongoing review of utility consumption and operational processes.
We have audited the financial statements of NW London Commercial Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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).
Basis for opinion
Emphasis of matter
Conclusions relating to going concern
Other information
Opinions on other matters prescribed by the Companies Act 2006
In preparing the financial statements, the directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
The directors have considered the impact of the post year-end cessation of trade by Car Giant Limited. Having considered the continuing ownership of the Group's property assets, ongoing rental income generation and overall financial position, the directors concluded that the going concern basis of accounting remains appropriate in the
preparation of the consolidated financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
In identifying and assessing risks of material misstatement in respect of irregularities including fraud and non-compliance with laws and regulations we have considered the following:
The nature of the industry and sector, control environment and business performance including the company's remuneration policies, key drivers for key management personnel, bonus levels and performance targets;
Results of the enquiries of management about their own identification and assessment of the risks of irregularities;
Any matters we have identified having obtained and reviewed the company's documentation of their policies and procedures relating to:
Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance;
Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
The internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
The matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: timing of recognition of income and valuation of car stock. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act, environmental laws, employment law, health and safety, pensions legislation and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.
Audit response to risks identified
Our procedures to respond to risks identified included the following:
Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
Enquiring of management concerning actual and potential litigation and claims;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
Reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and
In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £5,135,768 (2024 - £0 profit).
NW London Commercial Limited (“the company”) is a private limited company incorporated in England and Wales. The registered office is Estates Office 11 Main Drive, East Lane Business Park, Wembley, England, HA9 7NA.
The group consists of NW London Commercial Limited and all of its subsidiaries.
The parent company's accounting reference date was changed from 30 September to 31 December during the prior period in order to align reporting periods across the Group.
The parent company financial statements therefore cover the fifteen-month period ended 31 December 2025.
The consolidated financial statements have been prepared for the year ended 31 December 2025 with comparative information presented for the year ended 31 December 2024. The comparative information has been prepared on the basis that the current group structure existed throughout both periods and is therefore directly comparable.
Acquisition of Car Giant Limited
On 20 November 2024, NW London Commercial Limited became the parent undertaking of Car Giant Limited as part of a wider group reorganisation.
As the transaction occurred between entities under common control, the consolidated financial statements have been prepared using merger accounting. Accordingly, the results and balances of Car Giant Limited have been included within the consolidated financial statements as if the current group structure had existed throughout both the current and comparative periods.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The directors have assessed the Group's ability to continue as a going concern. Whilst Car Giant Limited ceased retail trading subsequent to the reporting date and commenced an orderly managed wind-down process, the Group continues to hold substantial property assets and remains capable of generating future economic benefits from those assets.
Accordingly, the directors have concluded that the going concern basis of accounting remains appropriate and the consolidated financial statements have been prepared on that basis.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The consolidated financial statements comprise the financial statements of NW London Commercial Limited and its subsidiary undertakings as at 31 December 2025.
On 20 November 2024, NW London Commercial Limited became the parent undertaking of Car Giant Limited as part of a group reorganisation involving entities under common control.
The consolidated financial statements have been prepared using merger accounting. Accordingly, the Group is presented as though the current group structure had existed throughout both the current and comparative periods.
The assets, liabilities and reserves of the combining entities are incorporated at their existing carrying values. No fair value adjustments are made as a consequence of applying merger accounting.
The results and cash flows of all Group entities are included in the consolidated financial statements for the entire period presented and comparative information is presented on the same basis.
All intra-group balances, transactions, income and expenses are eliminated in full on consolidation.
Where appropriate, any difference arising between the nominal value of shares issued by the parent company and the nominal value of shares acquired is recognised within the merger reserve.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Turnover is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of discounts and rebates allowed by the Group and value added taxes.
The Group recognises revenue when: (a) the significant risks and rewards of ownership have been transferred to the buyer; (b) the Group retains no continuing involvement or control over the goods; (c) the amount of revenue can be measured reliably; and (d) it is probable that future economic benefits will flow to the entity.
The Group operates a retail used car supermarket selling a broad range of makes and models to the general public. Sales of cars are recognised at point of delivery to the customer. Retail sales are funded through payment from either a finance company or direct payment from the customer via cash, cheque, or debit card. Financing agreements are between the customer and the finance company.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Freehold land and buildings are carried at fair value. Fair value is reviewed at each reporting date by the directors using external market evidence and other appropriate valuation techniques. Changes in fair value are recognised through the statement of comprehensive income. Properties occupied by group entities are classified within tangible fixed assets on consolidation, even where they are classified as investment properties within the parent company financial statements.
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset 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.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
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, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts 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 creditors 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 finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities at the reporting date as well as the amounts reported for revenues and expenses during the period. The resulting accounting estimates will, by definition, seldom equal the related actual results.
Critical judgement – Going concern
In preparing the consolidated financial statements, the directors considered the impact of the post year-end cessation of trade by Car Giant Limited.
The directors concluded that, notwithstanding the closure of the retail business operated by Car Giant Limited, the Group continues to hold substantial property assets and remains capable of generating future economic benefits from those assets. The directors considered the continued ownership of the property portfolio, post year-end re-letting activity, ongoing rental income generation and the overall financial position of the Group.
Accordingly, the directors concluded that preparation of the consolidated financial statements on a going concern basis remains appropriate.
The following are the Group's key accounting estimates and assumptions:
Vehicles for resale are valued at the lower of cost and net realisable value. Net realisable values are assessed using market data derived from recent industry activity. Vehicles are regularly reviewed for impairment and where impairment indicators are identified, carrying values are reduced to estimated recoverable amounts.
Finance commissions are subject to clawback arrangements with finance providers. Management uses historical clawback experience and current trends when estimating the level of provision required.
Freehold land and buildings are carried at fair value through other comprehensive income. Fair value is determined using market-based valuation techniques with reference to rental income streams, market evidence and comparable property yields. The valuation is sensitive to assumptions including rental income, occupancy levels and market yields.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Freehold land and buildings are carried at fair value. The valuation is based on market-based valuation techniques using rental income assumptions and market yields derived from comparable properties.
The determination of fair value requires significant judgement and is sensitive to changes in occupancy levels, rental income expectations and market yields. Changes in these assumptions could result in a material adjustment to the carrying value of the properties in future periods. The carrying value of freehold land and buildings at 31 December 2025 was £204.3m (2024: £125m).
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
Key management personnel
Key management personnel comprises the directors and members of senior management. The compensation paid or payable to key management for employee services was £2,665,000 (2024: £2,878,000).
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024: 2).
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.
The properties included within freehold land and buildings were acquired as part of the 2024 group reorganisation. In the parent company financial statements these assets are classified as investment properties and measured at fair value through profit and loss.
At group level the properties were occupied by Car Giant Limited at 31 December 2025 and therefore do not meet the definition of investment property under FRS 102. Accordingly, they have been classified within freehold land and buildings on consolidation measured at fair value through other comprehensive income.
The directors have adopted a fair value accounting policy for these properties within the consolidated financial statements. The carrying value at 31 December 2025 therefore reflects fair value rather than historical cost.
Properties included within freehold land and buildings comprise assets that were classified as investment property in the Company's individual financial statements and have been reclassified on consolidation.
Details of the company's subsidiaries at 31 December 2025 are as follows:
The carrying value of vehicles for resale is stated net of impairment losses totalling £648,000 (2024: £581,000). Impairment losses in respect of vehicle stock totalling £67,000 (2024: £1,140,000) were recognised in profit and loss.
Secured loans
The stocking loan was secured by a fixed and floating charge over the vehicle stock of the Subsidiary. Subsequent to the year end, the stocking loan was repaid in full and the related facility was terminated. Accordingly, the Subsidiary is no longer subject to the associated security arrangements.
Included in accruals and deferred income are advanced commissions of £14,000 (2024: £432,000) which are secured by a fixed and floating charge over the assets of the Subsidiary.
The Group earns commission from a number of finance companies. Under the terms of business, the commission, or an element of it, is repayable if certain conditions are met. The provision reflects the expected claw back liability at the reporting date.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in independently administered funds.
In November 2024, the company issued 190,000,000 ordinary shares of £1.00 each in consideration for the transfer of 539 ordinary shares of £1.00 each in the share capital of Car Giant Limited, which became a 100% subsidiary.
The lease commitments recognised in the parent company financial statements relate entirely to lease arrangements between group entities.
As all lease income, lease expense, lease commitments and lease receivables arising from these arrangements are eliminated on consolidation, no operating lease commitments or receivables are recognised within the consolidated financial statements.
At the reporting end date the group had contracted with tenants for the following minimum lease payments:
Cessation of Retail Operations
In April 2026, the directors formally resolved to cease the Group's retail operations and commence an orderly managed wind-down of the business. As part of this decision, retail trading activities within the Group ceased on 24 April 2026 and implementation of the closure plan commenced.
The directors considered the impact of these events on the carrying values of the Group's assets and liabilities and on future trading assumptions adopted in the preparation of the financial statements.
Redundancy Programme
Subsequent to the reporting date, a redundancy programme was implemented in connection with the closure of the Group's retail operations. The total expected redundancy cost arising from the closure programme is approximately £4.1 million.
As the closure decision and communication of the redundancy programme occurred after the reporting date, no provision has been recognised in these financial statements in respect of those costs.
Lease Commitments
Following the decision to cease retail operations, a number of properties previously occupied by the Group have been surrendered and re-let to third-party occupiers.
A number of properties remain subject to ongoing negotiations regarding surrender, re-letting or future occupation. The ultimate financial impact of the closure on property-related obligations will depend upon the outcome of those negotiations and the continued implementation of the Group's wind-down strategy.
Asset Realisation
The directors have reviewed the recoverability of the Group's assets in preparing the financial statements. Subsequent events, including the managed disposal of vehicle stock, repayment of borrowing facilities and implementation of the closure programme, have been considered in assessing recoverable values and expected settlement amounts.
Conclusion
The cessation of retail operations represents the most significant post balance sheet event affecting the Group. The directors continue to monitor the wind-down process and believe that sufficient resources remain available to facilitate an orderly managed closure of the Group's retail operations and settlement of the Group's obligations.
The Group has taken advantage of the exemption allowed by FRS 102 paragraph 33.1A not to disclose any transactions with wholly owned companies within the group.
At the reporting date, amounts were owed by the shareholders of £9,100,001 (2024: £1). The interest receivable, based on the current market rate on this loan was £165,350 (2024: £Nil). The balance has been repaid subsequent to the reporting date.
During the year, Mr G M Warren has provided unsecured loans to Car Giant Limited on which the company pays interest. At the reporting date £Nil was due to Mr G M Warren by way of loan and £nil by way of accrued interest. The interest payable in respect of these loans was £82,000 (2024: £1,224,000).
During the year, Car Giant Limited has made temporary loans to and received temporary loans from Mr G M Warren. The subsidiary charged interest on amounts owed by Mr G M Warren during the year at 2.25% - 3.75%. No interest is charged by Mr G M Warren on temporary loans made to the subsidiary. During the year, the company received interest of £20,000 (2024: £Nil). At the year end £150,000 was owed to the subsidiary by Mr G M Warren (2024: £483,000 was owed by the company to Mr G M Warren). During the period, the subsidiary also received management fee income of £1,381,000 (2024: £1,499,000) and paid rent of £226,000 (2024: £227,000) to Mr G M Warren.
At the reporting date, £13,250,000 (2024: £13,350,000) was due to the group from a company under common control by way of an unsecured loan on which interest is earned. At the same date the group owed £215,000 to the same company under common control by way of a current account (2024: £154,000). The group charged £551,000 (2024: £525,000) in respect of management and payroll fees in the year, together with interest of £724.000 (2024: £849,000).
At the reporting date £849,000 (2024: £7,703,000) was due to a separate company under common control, by way of an unsecured loan on which the company pays interest. The interest payable in respect of the loan was £334,000 (2024: £3,200). During the period the company charged management and payroll fees of £891,000 (2024: £93,000) to the same company.