The director presents the strategic report for the year ended 28 February 2025.

Sawmill

The financial year ended 28 February 2025 has been a challenging but strategically important period for ETC Sawmills Ltd. The sawmill generated turnover of £10,346,713, representing an increase from the prior year’s turnover of £9,145,000. While the year-on-year growth is positive, turnover remains significantly below historic levels achieved several years ago. This reduced scale of activity has continued to place pressure on margins and overall profitability.

The sawmill recorded a loss of £2,697,206 for the financial year, compared with a loss of £1,686,172 in the prior year. The increased loss reflects the ongoing impact of reduced turnover, higher costs driven by timber prices, our energy contract, and operational inefficiencies stemming from an under-invested machinery base at the main production site. These factors have resulted in increased downtime, lower throughput, and higher maintenance expenditure, all of which have put upward pressure on the cost base.

Despite these financial pressures, the sawmill has maintained its commitment to customer service, product quality, and long-term strategic positioning within the timber processing sector.

Dealership

The continued reduction in the model line-up of Ford passenger vehicles has again limited the number of new vehicles that have been sold from this franchise, which in turn reduces the volume of service vehicles for this brand.

Vehicle cost and a lack of an adequate charging infrastructure continues to be a drag on sales of full electric and hybrid vehicles.

Sales volumes at the Transit commercial vehicle sales franchise have largely been flat although service business volumes for Transit has continued to improve.

Vehicle sales volumes for the new Omoda and Jaecoo franchises have shown a promising start during the year and this has continued post year end.

As with any business there are potential risks to its operation. The group gives due consideration to what these may be and also the potential impact on its business. The risk and uncertainty mainly resides in the other companies in the group.

The potential risks to the garage arising from uncertainty of vehicle supply have continued to be present both in the year under review and in the subsequent trading period, although these are returning to more normal levels.

With some exceptions, the vehicle distribution model appears to continue to favour the franchised distribution network with new entrants into the market from the Far East largely adopting this distribution model.

The sawmill sources its main raw material products from the forests that are relatively close to its main operating base. Currently there is an adequate supply of raw material available to it. However, when demand for raw materials increases beyond the capacity for the forests to supply then upward pressure on raw material prices is a likely result. Whilst this would affect all of the Company’s competitors in a similar manner, the ability to pass on such increases to customers may be uncertain

The garage sources its main products i.e. motor vehicles and motor vehicle parts primarily from the manufacturers of these products. As part of its ongoing reviews, the garage maintains a watch on the financial performance, viability and future prospects of its vehicle and parts suppliers. The garage is satisfied that its suppliers continue to invest in new products and technology that enable the garage to achieve a satisfactory return on its investments in the brands that it represents.

As with any business, economic downturn presents uncertainty. The garage recognises the cyclical nature of the economy and makes investment decisions based on its assessment of the prospects for economic growth and the future demand for its products and services.

During the period up to the signing of these accounts, the group has at all times operated within its banking covenants and, based on current forecasts, expects to continue to do so.

Following the below satisfactory performance of one of its subsidiaries in the year, post year end the group divested of 70% of its shareholding in ETC Sawmills Limited.

It has retained its investments in other group companies, including Abbey Garages (Cardiff) Ltd (“Abbey”) which has operated as a franchised motor dealership for in excess of 40 years. At the end of 2025 Abbey will cease to sell new Ford vehicles but intends to continue with its service and parts operations for Ford car and commercial vehicles.

Since the year end it has become evident that the Ford car service volumes have continued to decline and Abbey has therefore decided to combine the service workshops of car and commercial vehicles on to its main operating site at 281 Penarth Road, Cardiff. The move was successfully completed in October 2025.

Abbey also undertook a strategic review of its operations and concluded that the returns generated from its HiQ fast fit operation were not at a satisfactory level and consequently this operation closed at the end of September 2025.

The resulting surplus properties were marketed for sale or let and following strong interest, Heads of Terms were agreed on both properties.

The strategic franchise partnership with the Chery Group to sell vehicles from its Omoda and Jaecoo brands has continued to develop. Vehicles started to arrive in September 2024 and January 2025 respectively. Whilst initially single models for both were launched during the year, additional models have been launched since the year end.

These vehicles have been well received by customers who are keen on the specification and value proposition that they offer with further models expected in the remainder of 2025 and in 2026.

These brands offer a comprehensive range of internal combustion engine (ICE), hybrid and full electric cars, and are sold from a separate showroom on the Penarth Road site.

The Sawmill had a difficult trading year. Whilst the adverse electricity supply contract ended 7 months into the trading year reducing the unit cost by 65%, the excessive cost and the impact on cash flow was significant.

The high cost of raw materials persisted as a significant drain on the business which continued to trade at a loss.

As a result of this, post the balance sheet date, the group divested 70% of its interest in the sawmill business. The group is pleased to report that the sawmill is currently showing signs of considerable improvement in its trading operations and expects it to be trading profitability in the first half of 2026.

The success of the ultimate holding company is largely dependant on the success of its two trading subsidiaries. To that extent the statements of the operating companies are relevant.

The Director of the Company acts in a way that considers and promotes the success of the company in line with the requirements of s172 of the Companies Act 2006.

When making decisions, the Director considers all stakeholders and the wider impacts of such decisions, including the impact of the Company's operations on the community and environment, responsible business practices and the likely consequences of decisions in the long term. The size of the Company enables the Director to regularly consult with other senior managers in the Company, aiding in the decision-making process. The Company is subject to external audits carried out by vehicle manufacturers, quality control audits by external third parties and Government agencies. Its Accident Repair Centre is audited by the British Standards Institution for which it holds the BS 10125 approval. The Company is registered with the Financial Conduct Authority in respect of its regulated financial activities and the relevant staff are trained and tested by external providers to ensure full compliance. Technical, sales and customer facing staff are trained to the latest vehicle manufacturer standards in all aspects of their work and such training is monitored to ensure it is both relevant and current.

A number of the Management team hold academic and professional qualifications specifically related to the business which the Company operates and the Director and a number of the senior Management team hold internationally recognised professional qualifications.

The Director recognises the importance of staff engagement in the Company, and participates in the Ford DEI programme.

The Company mission statement is "To provide outstanding levels of employee and customer satisfaction, and thereby keep them for life." The Company has been frequent winners of the Ford Customer Satisfaction Award over a period of more than 25 years. The Company continues to hold direct meetings with employees from all areas of the Company. As a family run Company employees have direct access to the senior management team on a day to day basis.

The Company is also a member of the Retail Automotive Alliance an organisation which inter alia, promotes best practice in the industry as does the National Franchised Dealers Association-part of the Retail Motor Industry, which the Company subscribes to.

Good working relationships with suppliers are important to the success of the Company. The Company at all times acts responsibly and ethically in its dealings with suppliers.

The director of the Company acts in a way that considers and promotes the success of the Company in line with the requirements of s172 of the Companies Act 2006.

When making decisions, the Director considers all stakeholders and the wider impact of such decisions, including the impact of the Company's operations on the community and environment, responsible business practices and the likely consequences of decisions in the long term. The size of the Company enables the Director to regular consult with other senior managers in the Company, aiding the decision-making process.

The Company engages external third parties to audit its policies and operating procedures and to ensure compliance with them. Local and Central Government agencies audit a variety of areas including sustainability of raw materials, the use of its co-products and environmental matters.

The Director recognises the importance of staff engagement in the Company and through delegated authority ensures that statutory and operational training is undertaken as required.

Good working relationships with suppliers are important to the success of the Company. In this regard, the Company maintains an open dialogue with its main suppliers of its plant, equipment and operating software. The Company at all times acts responsibly and ethically in its dealings with suppliers.

On behalf of the board

The director presents his annual report and financial statements for the year ended 28 February 2025.

The results for the year are set out on page 13.

No ordinary dividends were paid. The director does not recommend payment of a further dividend.

The director who held office during the year and up to the date of signature of the financial statements was as follows:

Information not included. The Group has taken advantage of the option to exclude energy and carbon information from the group report because all group companies are not obliged to report in their own right under SECR requirements.

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and company, 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;

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

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

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

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

In accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 we set out in the company's strategic report information required by schedule 7 of the Large and Medium sized companies and Groups (Accounts and report) Regulations 2008.

We have audited the financial statements of Penarth Commercial Properties (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 28 February 2025 which comprise 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 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).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 28 February 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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.

Material uncertainty related to going concern

We draw attention to note 1.4 in the financial statements, which indicates that the group made a net loss of £3,376,568 and had net current liabilities of £4,432,748 at the balance sheet date. As stated in note 1.4, these events or conditions, along with the other matters as set forth in note 1.4, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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.

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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• The information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the director's report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's report.

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

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

• the parent company financial statements are not in agreement with the accounting records and returns; or

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

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

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

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

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

As permitted by s408 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 £2,676 (2024 - £2,308 loss).

Penarth Commercial Properties (Holdings) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 281 Penarth Road, Cardiff, CF11 8YZ.

The group consists of Penarth Commercial Properties (Holdings) Limited and all of its subsidiaries.

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 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 at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Penarth Commercial Properties (Holdings) Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 28 February 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

The accounts show that the group made a net loss of £3,376,568 and had net current liabilities of £4,432,748 at the balance sheet date. The director has therefore had to consider the appropriateness of the going concern basis.

The director is in the process of negotiating additional finance and seeking to leverage the group’s property portfolio as at the date of signing these financial statements. This funding is expected to enable the company to meet its financial obligations as they fall due for a period of at least 12 months from the date these accounts are signed.

In addition, the director is implementing structural and operational changes to the group’s trade. Financial forecasts have been prepared, reflecting these changes, and indicate a return to profitability.

The director therefore considers it appropriate to prepare the accounts on the going concern basis.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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 as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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.

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.

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.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The actual credit for the year can be reconciled to the expected credit 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:

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

The total amount of non-depreciable assets within land and buildings is £1,967,319 (2024 - £1,967,319).

The freehold premises at 281 Penarth Road included above at deemed cost, were professionally valued by Messrs Cooke and Arkwright on an existing use open market basis in a report dated 19 April 1989. The freehold premises at 281 Penarth Road were professionally valued by Messrs Cushman and Wakefield in a report dated 4 August 2023 at a value of £6.29m. This uplift has not been reflected in these accounts. Other tangible fixed assets, including additions subsequent to the revaluation of land and buildings, are included at cost.

The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:

Investment property with a book value of £2,156,800 is based on a valuation by an external, independent valuer, having an appropriate recognised qualification and recent experience in the location and class of property being valued. The valuations, which are supported by market evidence, are prepared by considering the aggregate of the net annual rents receivable from the properties and where relevant, associated costs. A yield which reflects the specific risks inherent in the net cash flows is then applied to the net annual rentals to arrive at the property valuation. Any gains or loss arising from a change in fair value is recognised in profit or loss.

Details of the company's subsidiaries at 28 February 2025 are as follows:

Registered office addresses (all UK unless otherwise indicated):

* Undertaking of Penarth Commercial Properties Limited

** Undertaking of Penarth Commercial Properties Limited and Fordthorne Limited

The bank overdraft is secured by certain properties owned by the group.

The hire purchase obligations are secured over the assets to which they relate.

Included within trade creditors are vehicle stocking loans totalling £5.9m (2024 - £5.4m) which are secured on the vehicles to which they relate.

The hire purchase obligations are secured over the assets to which they relate.

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

At 28 February 2025 there are unused tax losses in the group totaling £6,604,607 (company - £12,430) .

A Deferred tax asset of £977,146 is not recognised in respect of the tax losses in the group (company £1,151), as it is not probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits.

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 an independently administered fund.

This reserve records the amount above the nominal value received for shares issued, less transaction costs.

This reserve records the value of asset revaluations and fair value movements on assets recognised in other comprehensive income.

Penarth Commercial Properties Limited, a wholly owned subsidiary of the Company, has given an unlimited multilateral guarantee in respect of the net position of its bank overdraft and cash balances of certain subsidiaries and the Company. The net liability at 28 February 2025 was £1,726,671 (2024 - £1,249,954).

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The group will exit the new Ford vehicle motor dealer franchise at the end of 2025.

In May 2025 the group disposed of a 70% interest in E.T.C Saw Mills Limited for a consideration of £70.

The remuneration of key management personnel is as follows.

The Company has taken advantage of the exemption and not disclosed transactions with other wholly owned entities which form part of the Penarth Commercial Properties (Holdings) Limited group.

The only group in which the results of the Company are consolidated is that headed by Penarth Commercial Properties (Holdings) Limited. The consolidated accounts are available to the public and may be obtained from its registered office: 281 Penarth Road, Cardiff.

The ultimate controlling party is considered to be Roger Pugsley by virtue of his 100% shareholding.