Specialist Cars Holdings Limited - Limited company accounts 20.1

REGISTERED NUMBER: 06047694 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2021

for

Specialist Cars Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

6

Report of the Independent Auditors

9

Consolidated Income Statement

13

Consolidated Other Comprehensive Income

14

Consolidated Statement of Financial Position

15

Company Statement of Financial Position

17

Consolidated Statement of Changes in Equity

18

Company Statement of Changes in Equity

19

Consolidated Statement of Cash Flows

20

Notes to the Consolidated Statement of Cash Flows

21

Notes to the Consolidated Financial Statements

23

Directors:

C M Fletcher

M J Donovan

Secretary:

C M James

Registered office:

C/o Specialist Cars Limited

Arlington Business Park

Gunnels Wood Road

Stevenage

Hertfordshire

SG1 2BE

Registered number:

06047694 (England and Wales)

Auditors:

Benjamin Taylor Diner Limited, Statutory Auditor

120 New Cavendish Street,

London

W1W 6XX

The directors present their strategic report of the company and the group for the year ended 31 December 2021.

Review and analysis of business during the year

The principal activity of the group is that of the retailing of motor vehicles and motor vehicle parts and the provision of motor engineering servicing facilities.

The directors are not aware, at the date of this report, of any major changes in the group's activities in the next year.

Principal risks and uncertainties

Competitive pressures in the UK are a continuing risk to the group. The manufacturer manages this risk by introducing innovative products on a regular basis and the group provides a value added service to its customers.

The loss of key personnel would present significant operational difficulties for the group. However, management seek to ensure that key personnel are appropriately remunerated to ensure that good performance is recognised.

Section 172(1) statement

The Directors of the Company, as those of all UK companies, must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act 2006 which is summarised as follows:

"A director of a company must act in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to:

- the likely consequences of any decisions in the long-term;

- the interests of the company's employees;

- the need to foster the company's business relationships with suppliers, customers and others;

- the impact of the company's operations on the community and environment;

- the desirability of the company maintaining a reputation for high standards of business conduct, and

- the need to act fairly as between shareholders of the Company."

As part of their induction, a Director is briefed on their duties and they can access professional advice on these, either from the Company Secretary or, if they judge it necessary, from an independent advisor. It is important to recognise that in a large organisation such as ours, the Directors fulfil their duties partly through a governance framework that delegates day-to-day decision making to employees of the Company.

The board of directors consider that during the year ended 31 December 2021, individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole and in accordance with the matters set out above.

Engagement with suppliers, customers and others

The board considers fostering business relationships with stakeholders, such as customers and suppliers key to the companys success. The board maintains visibility of these relationships so that it is able to take stakeholders considerations into account when making decisions. In their decision making the directors have regard to the impact of the companys activities not only on the stakeholders, but also the community and environment.

Statement of corporate governance arrangements

The board of Directors intention is to behave responsibly and ensure that management operate the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours.

Overview

A second consecutive year of challenges for everyone as a result of COVID-19. The hope of a more normal trading year was extinguished right from the start of January with all Car Showrooms being closed by measures imposed by HM Government from January 2nd until April 12th. This was then exacerbated in the motor industry with a lack of semi-conductors in the Manufacturing supply chain causing shortages of new vehicles that are continuing into 2022. The recommendations to work from home affected the need for vehicle servicing and the Group Bodyshop again suffered with the reduced traffic on UK roads.

The Group continued to take advantage of the Coronavirus Job Retention Scheme albeit to a more limited extent, received a number of Local Restrictions Support Grants, the 2021-22 Business Rates relief all of which were a most welcome support to cash flow.

On a positive note, the 'click and collect' option established in 2020 for vehicle sale and handover saw increased levels of activity despite the Showroom closure. It would appear that 'clicks and mortar' remains the solution in the sale and servicing of vehicles with Manufacturers still requiring brand representation in prime locations such as those operated by Specialist Cars.

Continued investment in digital from a marketing and process perspective and benefits from prior year headcount cuts led to overall profitability of the Group improving significantly over 2020, a result that reflects the hard work put in by everyone throughout the past couple of years. With the dedication of everyone involved the final trading results produced the best ever overall profits for the Group.

BMW Sales

The UK New car market barely moved in 2021 with an overall 1% increase following the decline of 26.6% in Retail and in Fleet of 31.1% in 2020. This overall figure hides the fact that both petrol and diesel sales declined by 15% and 48% respectively with Mild Hybrid sales increasing by 64% and Plug-in Hybrid and pure Battery Electric vehicles increasing by 65% and 59%. Therefore, an increase of 10% in Retail volumes and 25% in Corporate sales across Specialist Cars Group represents a tremendous result and reflects the efforts made to overcome the challenges encountered. Manufacturer targets were adjusted to take account of the market and the shortage of product led to improved retained margins which, together without outperforming the market in volume, led to an increase in Retail profitability of 350%. Used car sales also saw an overall increase in volume of 10% but again a shortage of supply enabled margin improvement with overall profitability doubling compared to 2020. BMW continue to be at the forefront of technology with a variety of new Hybrid and Electric models including the iX3 and at the end of the year the all new iX having being launched with the i4 due to be launched in March 2022 already generating a large volume of orders.

MINI Sales

A more modest increase of 5% in MINI Retail sales and 2% in Corporate primarily as a result of availability issues from the Manufacturer. However improved margin retention increased profitability by over 65% and the Group enter 2022 with an order bank filling virtually all of 2022 expected HY1 production. MINI Electric continued to attract positive attention with it selling over 6500 units and become the 7th ranked BEV by volume. Used MINI sales declined by a further 6% but as with BMW overall profitability improved by over 80% to a profit of £560,000 in 2021.

Aftersales

Again all of the Groups Aftersales businesses found it a challenging year with the reduced mileage being covered in general. Still reducing the volume of visitor appointments on a daily basis to ensure Social Distancing throughout most of the year the number of hours remained virtually identical to 2020 albeit the value of parts sold rose by around 3.5%. However, the reintroduction of some 'collect and delivery' and complimentary 'wash and vac' increased the overhead and meant that overall profitability declined by 5%. Staff morale and retention throughout the Coronavirus period remain challenging for both Employees and Management with it proving difficult to maintain at the level required to provide the desired premium service.

Development and financial performance during the year

The group reports a profit after tax for the year amounting to £3,218,893 compared with a profit after tax for 2020 of

£1,217,519.

The subsidiary company Specialist Cars Limited, reported a profit after tax amounting to £1,657,523 compared with a profit after tax for 2020 of £1,341,658

The subsidiary company Specialist Cars Tring Limited, reported a profit after tax amounting to £1,112,882 compared with a profit after tax for 2020 of £98,469.

The subsidiary company Ivor Holmes Limited, reported a loss after tax amounting to £41,682 compared with a loss after tax for 2020 of £440,994.

The subsidiary company Specialist Cars Property (Stevenage) Limited, reported a profit after tax amounting to £494,646 compared with a profit after tax for 2020 of £268,094.

Financial position at the reporting date

The directors consider the state of affairs at the balance sheet date to be in line with expectations for the year.

The balance sheet on page 15 shows the group's capital and reserves increased by £3,218,893 to £20,667,815 during the year.

Going Concern

After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Financial risk management objectives and policies

The group's principal financial instruments comprise bank balances, bank overdrafts, trade creditors, loans to the group and finance lease agreements. The main purpose of these instruments is to raise funds for the group's operations and to finance the group's operations.

Due to the nature of the financial instruments used by the group there is no exposure to price risk. The group's approach to managing other risks applicable to the financial instruments concerned is shown below.

In respect of bank balances the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts at floating rates of interest.

In respect of loans these comprise loans from the directors and loans from financial institutions. The interest rate on the loans from financial institutions is variable but the monthly repayments are fixed. The group manages the liquidity risk by ensuring there are sufficient funds to meet the payments. The loans from the directors are interest free and payable on demand. The directors are aware of the company's required finance and have determined that these will only be repaid, in whole or in part, when finance is available.

The group is a lessee in respect of finance leased assets. The liquidity risk in respect of these leased assets is managed in the same way as the loans referred to above.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

On behalf of the board:

Director

24 March 2022

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2021.

Dividends

During the year the Group paid the following dividends:

31.12.21

31.12.20

£

Ordinary "A" shares of £1 each

-

450,000

Ordinary "B" shares of £1 each

-

449,990

Ordinary "C" shares of £1 each

-

10

Ordinary "D" shares of £1 each

-

100,000

-

1,000,000

Future developments

As at the date of signing these financial statements the members are in constructive dialogue with regards to the potential sale of the Specialist Cars Group of companies.

Directors

The directors shown below have held office during the whole of the period from 1 January 2021 to the date of this report.

C M Fletcher

M J Donovan

Employment of disabled persons

The group gives full consideration to application for employment from the disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled person. Where existing employees become disabled, it is the group's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate.

Energy and emissions reporting

This section includes our mandatory reporting of energy and greenhouse gas emissions for the period 1 January 2021 to 31 December 2021, in respect to the qualifying subsidiary company Specialist Cars Limited, pursuant to the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, implementing the government's Streamlined Energy and Carbon Reporting (SECR) policy.

Our methodology to calculate our greenhouse gas emissions is based on the 'Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance (March 2019)' issued by DEFRA, using DEFRA's 2020 and 2021 conversion factors as appropriate. In some cases, consumption has been extrapolated from available data or direct comparison made to a comparable period.

We report using a financial control approach to define our organisational boundary. We have reported all material emission sources required by the regulations for which we deem ourselves to be responsible and have maintained records of all source data and calculations.

During the reporting period, the following energy efficiency actions have been taken:

- Over £6.3k has been invested in LED lighting upgrades

- Our energy management programme is ongoing, including monitoring and targeted reporting of energy consumption on a daily basis at all sites. Through the service provided by our energy consultants, the energy management programme we run enables us to identify and address any consumption issues as and when they arrive, allowing us to eliminate unnecessary energy waste.

The table below includes total energy consumption (reported as kWh) and greenhouse gas emissions for the sources required by the regulations, along with our intensity ratio.

01/01/2021 -
31/12/2021

01/01/2020 -
31/12/2020

Total Energy Consumption - Used for Emissions Calculation (kWh)

1,451,490

1,211,557

Gas Combustion Emissions, Scope 1 (tCO2e)

89.4

56.4

Purchased Electricity Emissions, Scope 2 (tCO2e)

119.2

120.9

Vehicle Fuel Combustion Emissions, Scope 1 (tCO2e)

91

87.4

Vehicle Fuel Combustion Emissions, Scope 3 (tCO2e)

4.9

4.8

Total Gross Reported Emissions (tCO2e)

304.5

269.5

Turnover (£m)

112.1

88.9

Intensity Ratio: Turnover (tCO2e / £m)

2.7

3.0

Employee involvement

During the year, the policy of providing employees with information about the group has been continued through internal media methods in which employees have also been encouraged to present their suggestions and views on the group's performance. Regular meetings are held between management and employees to allow a free flow of information and ideas.

Statement of directors' responsibilities

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

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

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

Statement as to disclosure of information to auditors

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

On behalf of the board:

C M James - Secretary

24 March 2022

Opinion

We have audited the financial statements of Specialist Cars Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2021 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2021 and of the group's profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

-	adequate accounting records have not been kept 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.

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

We considered the nature of the company's business and its control environment, and reviewed the company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We also obtained an understanding of the legal and regulatory framework that the company operates in, and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act, tax legislation; and laws which 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.

We discussed among the audit engagement team the opportunities and incentives that may exist within the company for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we assessed the appropriateness of journal entries and other adjustments, and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

- reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- enquiring of management as to any actual and or potential litigation and claims, and instances of non-compliance with laws and regulations; and

- reading minutes of meetings of those charged with governance.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

Use of our report

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

Jeffrey Diner FCA (Senior Statutory Auditor)

for and on behalf of Benjamin Taylor Diner Limited, Statutory Auditor

120 New Cavendish Street,

London

W1W 6XX

24 March 2022

Turnover

5

183,708,449

146,913,189

Cost of sales

(168,448,623

)

(135,321,011

)

Gross profit

15,259,826

11,592,178

Distribution costs

(6,830,182

)

(6,580,339

)

Administrative expenses

(4,980,741

)

(5,012,750

)

3,448,903

(911

)

Other operating income

6

608,484

1,665,742

Operating profit

8

4,057,387

1,664,831

Income from fixed asset investments

541,750

363,250

Interest receivable and similar income

455

-

4,599,592

2,028,081

Interest payable and similar expenses

10

(459,026

)

(565,294

)

Profit before taxation

4,140,566

1,462,787

Tax on profit

11

(921,673

)

(245,268

)

Profit for the financial year

3,218,893

1,217,519

Profit attributable to:

Owners of the parent

3,218,893

1,217,519

Profit for the year

3,218,893

1,217,519

Other comprehensive income

-

Total comprehensive income for the year

3,218,893

1,217,519

Total comprehensive income attributable to:

Owners of the parent

3,218,893

1,217,519

Fixed assets

Intangible assets

14

-

Tangible assets

15

3,076,150

3,411,406

Investments

16

-

Investment property

17

12,685,000

12,465,000

15,761,150

15,876,406

Current assets

Stocks

18

24,163,835

25,723,094

Debtors

19

6,721,497

5,842,308

Cash at bank and in hand

2,978,826

3,409,353

33,864,158

34,974,755

Creditors

Amounts falling due within one year

20

(24,289,537

)

(28,550,506

)

Net current assets

9,574,621

6,424,249

Total assets less current liabilities

25,335,771

22,300,655

Creditors

Amounts falling due after more than one year

21

(4,366,623

)

(4,766,619

)

Provisions for liabilities

24

(301,333

)

(85,114

)

Net assets

20,667,815

17,448,922

Capital and reserves

Called up share capital

25

100,000

Non-distributable reserve

26

6,978,007

6,436,257

Retained earnings

26

13,589,808

10,912,665

Shareholders' funds

20,667,815

17,448,922

The financial statements were approved by the Board of Directors and authorised for issue on 24 March 2022 and were signed on its behalf by:

C M Fletcher - Director

M J Donovan - Director

Fixed assets

Intangible assets

14

-

Tangible assets

15

-

Investments

16

4,206,637

Investment property

17

-

4,206,637

Current assets

Debtors

19

6,448,860

6,367,758

Cash at bank

45,453

49,928

6,494,313

6,417,686

Creditors

Amounts falling due within one year

20

(10,278,648

)

(10,197,546

)

Net current liabilities

(3,784,335

)

(3,779,860

)

Total assets less current liabilities

422,302

426,777

Capital and reserves

Called up share capital

25

100,000

Retained earnings

26

322,302

326,777

Shareholders' funds

422,302

426,777

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

(4,475

)

995,075

The financial statements were approved by the Board of Directors and authorised for issue on 24 March 2022 and were signed on its behalf by:

M J Donovan - Director

C M Fletcher - Director

Called up

share

Retained

Non-distributable

Total

capital

earnings

reserve

equity

£

Balance at 1 January 2020

100,000

11,058,396

6,073,007

17,231,403

Changes in equity

Dividends

-

(1,000,000

)

-

(1,000,000

)

Total comprehensive income

-

854,269

363,250

1,217,519

Balance at 31 December 2020

100,000

10,912,665

6,436,257

17,448,922

Changes in equity

Total comprehensive income

-

2,677,143

541,750

3,218,893

Balance at 31 December 2021

100,000

13,589,808

6,978,007

20,667,815

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1 January 2020

100,000

331,702

431,702

Changes in equity

Dividends

-

(1,000,000

)

(1,000,000

)

Total comprehensive income

-

995,075

Balance at 31 December 2020

100,000

326,777

426,777

Changes in equity

Total comprehensive income

-

(4,475

)

(4,475

)

Balance at 31 December 2021

100,000

322,302

422,302

Cash flows from operating activities

Cash generated from operations

1

1,970,451

2,452,828

Interest paid

(185,871

)

(197,208

)

Finance costs paid

(273,155

)

(368,086

)

Tax paid

(216,405

)

1,367

Net cash from operating activities

1,295,020

1,888,901

Cash flows from investing activities

Purchase of tangible fixed assets

(159,210

)

(338,506

)

Sale of tangible fixed assets

7,334

1,400

Interest received

455

-

Net cash from investing activities

(151,421

)

(337,106

)

Cash flows from financing activities

Loan repayments in year

(399,996

)

(199,998

)

Amount introduced by directors

143,521

133,848

Amount withdrawn by directors

(1,317,651

)

291,665

Equity dividends paid

-

(1,000,000

)

Net cash from financing activities

(1,574,126

)

(774,485

)

(Decrease)/increase in cash and cash equivalents

(430,527

)

777,310

Cash and cash equivalents at beginning of
year

2

3,409,353

2,632,043

Cash and cash equivalents at end of year

2

2,978,826

3,409,353

1.	Reconciliation of profit before taxation to cash generated from operations

31.12.21

31.12.20

£

Profit before taxation

4,140,566

1,462,787

Depreciation charges

816,216

909,493

Profit on disposal of fixed assets

(7,333

)

(1,400

)

Finance costs

459,026

565,294

Finance income

(542,205

)

(363,250

)

4,866,270

2,572,924

Decrease in stocks

1,559,259

3,762,281

(Increase)/decrease in trade and other debtors

(896,452

)

2,938,214

Decrease in trade and other creditors

(3,558,626

)

(6,820,591

)

Cash generated from operations

1,970,451

2,452,828

2.	Cash and cash equivalents

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2021

31.12.21

1.1.21

£

Cash and cash equivalents

2,978,826

3,409,353

Year ended 31 December 2020

31.12.20

1.1.20

£

Cash and cash equivalents

3,409,353

4,134,276

Bank overdrafts

-

(1,502,233

)

3,409,353

2,632,043

3.	Analysis of changes in net debt

At 1.1.21

Cash flow

At 31.12.21

£

Net cash

Cash at bank and in hand

3,409,353

(430,527

)

2,978,826

3,409,353

(430,527

)

2,978,826

Debt

Debts falling due within 1 year

(399,996

)

-

(399,996

)

Debts falling due after 1 year

(4,766,619

)

399,996

(4,366,623

)

(5,166,615

)

399,996

(4,766,619

)

Total

(1,757,262

)

(30,531

)

(1,787,793

)

1.	Group principal activity

The group's principal business activity is that of the retailing of motor vehicles and motor vehicle parts and the provision of motor engineering servicing facilities.

2.	Statutory information

The Company is a private company limited by shares, incorporated in England and Wales. Its registered office is Arlington Business Park, Gunnels Wood Road, Stevenage, Hertfordshire, SG1 2BE.

The company's principal activity is that of a holding company.

3.	Statement of compliance

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

4.	Accounting policies

Basis of preparing the financial statements

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

The financial statements are prepared in sterling, which is the functional currency of the entity.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the entities accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The financial statements do not included any significant judgements or estimates.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover from the sale of goods is recognised in the profit and loss account, net of discounts, when the significant risks and rewards of ownership have been transferred to the buyer. In general this occurs when vehicles or parts have been supplied or when service has been completed. Turnover from services rendered is recognised in the profit and loss account in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed by surveys of work performed or by reference to time expended on services that are charged on labour rate basis.

Incentives received from manufacturers in respect of target achievements are accounted for as a deduction from the cost of the vehicles or parts to which they relate.

Goodwill

Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business.

Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

Goodwill - over 20 years

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

Impairment of fixed assets

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

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Leasehold improvements

-

Straight line over 16 years and Over 20 years

Plant and machinery

-

10% - 33% on cost and 6.25% - 33% on cost

Fixtures and fittings

-

10% - 25% on cost and 6.25% - 33% on cost

Motor vehicles

-

10% - 25% on cost, 25% on cost and 20% on cost

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

Stocks

Stocks are stated at the lower of cost and net realisable value. Cost is computed on a first in first out basis.

Net realisable value is based on estimated selling price less the estimated cost of disposal.

New consignment vehicles in respect of which finance charges are levied are regarded as being effectively under the control of the Company and are included within stocks on the balance sheet even though legal title has not yet passed to the Company. The corresponding liability is included in creditors.

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments like loans and other accounts receivable and payable are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method; Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an outright short-term loan not at market rate, the financial asset or liability is measured, initially and subsequently, at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit and loss.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and the best estimate, which is an approximation, of the amount that the company would received for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an 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.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Operating leases

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Defined contribution plans

The pension costs charged against profits represents the amount of the contributions payable to personal pension schemes during the accounting period.

Cash and cash equivalent

Cash includes cash in hand, deposits held with banks and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities. Cash equivalents are highly liquid investments that are readily convertible to known amounts of cash with insignificant risk of change in value.

Going concern

After making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its financial statements.

Government grants

The company accounts for government grants on an accruals basis. During the year ended 31 December 2021, the company recognised grant income receivable from the UK Government's Coronavirus Job Retention Scheme and from the Local Authority Discretionary Grant Fund in other operating income.

Disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:

(a) Disclosures in respect of each class of share capital have not been presented.

(b) No cash flow statement has been presented for the company.

(c) Disclosures in respect of financial instruments have not been presented.

(d) No disclosure has been given for the aggregate remuneration of key management personnel.

Consolidation

The financial statements consolidate the financial statements of Specialist Cars Holdings Limited and all of its subsidiary undertakings.

The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes.

The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.

5.

Turnover

Turnover arises from:

31.12.21

31.12.20

£

Sale of motor vehicles, motor vehicle parts and motor engineering services

183,708,449

146,913,189

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

6.	Other operating income

31.12.21

31.12.20

£

Government grants

608,484

1,665,742

7.	Employees and directors

31.12.21

31.12.20

£

Wages and salaries

10,351,131

10,112,784

Social security costs

1,133,612

1,069,987

Other pension costs

328,425

297,711

11,813,168

11,480,482

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

31.12.21

31.12.20

Production staff

130

144

Distribution staff

85

92

Administration staff

46

69

Management staff

10

271

315

31.12.21

31.12.20

£

Directors' remuneration

247,638

257,930

Information regarding the highest paid director is as follows:

31.12.21

31.12.20

£

Emoluments etc

123,891

133,155

8.	Operating profit

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

31.12.21

31.12.20

£

Hire of plant and machinery

7,891

6,272

Rent

912,311

872,003

Depreciation - owned assets

816,215

864,713

Profit on disposal of fixed assets

(7,333

)

(1,400

)

Goodwill amortisation

-

44,783

Auditors' remuneration

52,800

50,600

Taxation compliance services

5,250

5,500

9.	Fair value movement on investment property

31.12.21

31.12.20

£

Fair value movement on freehold property

541,750

363,250

10.

Interest payable and similar expenses

31.12.21

31.12.20

£

Bank interest

-

217

Loan interest payable

185,871

196,991

Dealer stocking charges

273,155

368,086

459,026

565,294

11.

Taxation

Analysis of the tax charge

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

31.12.21

31.12.20

£

Current tax:

UK corporation tax

705,453

179,344

Deferred tax

216,220

65,924

Tax on profit

921,673

245,268

Reconciliation of total tax charge included in profit and loss

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

31.12.21

31.12.20

£

Profit before tax

4,140,566

1,462,787

Profit multiplied by the standard rate of corporation tax in the UK of 19 %
(2020 - 19 %)

786,708

277,930

Effects of:

Expenses not deductible for tax purposes

(7,484

)

108,526

Utilisation of tax losses

-

(99,464

)

Capital allowances

(73,771

)

(107,648

)

Deferred tax on accelerated capital allowaces

216,220

65,924

Total tax charge

921,673

245,268

12.	Individual income statement

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

13.

Dividends

31.12.21

31.12.20

£

Ordinary "A" shares of £1 each

-

450,000

Ordinary "B" shares of £1 each

-

449,990

Ordinary "C" shares of £1 each

-

10

Ordinary "D" shares of £1 each

-

100,000

-

1,000,000

14.	Intangible fixed assets

Group

Goodwill

£

Cost

At 1 January 2021

and 31 December 2021

895,509

Amortisation

At 1 January 2021

and 31 December 2021

895,509

Net book value

At 31 December 2021

-

At 31 December 2020

-

Goodwill amounting to £895,509 arose on consolidation and is being amortised over 20 years.

15.	Tangible fixed assets

Group

Fixtures

Leasehold

Plant and

and

Motor

improvements

machinery

fittings

vehicles

Totals

£

Cost

At 1 January 2021

1,590,094

2,917,119

3,030,617

301,495

7,839,325

Additions

-

67,527

91,683

-

159,210

Disposals

-

(39,414

)

-

(135,154

)

(174,568

)

At 31 December 2021

1,590,094

2,945,232

3,122,300

166,341

7,823,967

Depreciation

At 1 January 2021

498,569

1,808,689

1,865,469

255,192

4,427,919

Charge for year

97,625

156,137

219,849

20,854

494,465

Eliminated on disposal

-

(39,414

)

-

(135,153

)

(174,567

)

At 31 December 2021

596,194

1,925,412

2,085,318

140,893

4,747,817

Net book value

At 31 December 2021

993,900

1,019,820

1,036,982

25,448

3,076,150

At 31 December 2020

1,091,525

1,108,430

1,165,148

46,303

3,411,406

16.	Fixed asset investments

Company

Shares in

group

undertakings

£

Cost

At 1 January 2021

and 31 December 2021

4,206,637

Net book value

At 31 December 2021

4,206,637

At 31 December 2020

4,206,637

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

Specialist Cars Limited

Registered office: England

Nature of business: Motor Dealer

%

Class of shares:

holding

Ordinary shares

100.00

31.12.21

31.12.20

£

Aggregate capital and reserves

15,132,386

13,474,863

Profit for the year

1,657,523

1,341,658

Ivor Holmes Limited

Registered office: England

Nature of business: Motor dealer

%

Class of shares:

holding

Ordinary shares

100.00

31.12.21

31.12.20

£

Aggregate capital and reserves

443,988

485,670

Loss for the year

(41,682

)

(440,994

)

Specialist Cars Tring Limited

Registered office: England

Nature of business: Motor dealer

%

Class of shares:

holding

Ordinary shares

100.00

31.12.21

31.12.20

£

Aggregate capital and reserves

1,943,981

831,099

Profit for the year

1,112,882

98,469

Specialist Cars Property (Stevenage) Limited

Registered office: England

Nature of business: Property company

%

Class of shares:

holding

Ordinary shares

100.00

31.12.21

31.12.20

£

Aggregate capital and reserves

6,931,797

6,437,151

Profit for the year

494,646

268,094

17.	Investment property

Group

Total

£

Fair value

At 1 January 2021

12,465,000

Revaluations

220,000

At 31 December 2021

12,685,000

Depreciation

Charge for year

321,750

Revaluation adjustments

(321,750

)

At 31 December 2021

-

Net book value

At 31 December 2021

12,685,000

At 31 December 2020

12,465,000

Fair value at 31 December 2021 is represented by:

£

Valuation in 2007

1,506,166

Valuation in 2010

(2,275,000

)

Valuation in 2015

2,475,000

Valuation in 2017

188,698

Valuation in 2018

(1,008,422

)

Valuation in 2019

1,064,253

Valuation in 2021

220,000

Cost

10,514,305

12,685,000

Freehold land and buildings were valued at £12,685,000 on the 13th August 2021, on a fair value basis by Tom Poynton MRICS for and on behalf of Knight Frank LLP..

The directors consider there to be no material change in the fair value of the property as at 31st December 2021.

Included in freehold property is land valued at £6,250,000 which is not depreciated.

The historical cost of the property is £10,514,305.

18.

Stocks

Group

31.12.21

31.12.20

£

Stocks

16,720,526

15,146,996

Consignment stock

7,443,309

10,576,098

24,163,835

25,723,094

Included in stock are demonstrator vehicles amounting to £1,249,086 (2020: £1,991,135), which are subject to finance leases. The respective liability has been included in dealer stocking loans in creditors.

Vehicles on consignment from the manufacturer, amounting to £7,443,309 (2020: £10,576,098) have been included in stock. The corresponding liability has been included as a consignment stocking loan in creditors. This is due to the fact that whilst the manufacturer retains legal title to the stock, the group bears the risks and rewards of ownership of the stock. Individual vehicles held on consignment may be returned to or swapped with the manufacturer. This however is on an individual vehicle basis and group could not return the entire consignment stock to the manufa cturer.

19.

Debtors: amounts falling due within one year

Group

Company

31.12.21

31.12.20

31.12.21

31.12.20

£

Trade debtors

5,670,163

5,217,652

-

Amounts owed by group undertakings

-

6,448,352

6,367,250

Other debtors

162,156

81,723

-

Directors' current accounts

126,258

143,521

-

VAT

-

508

Prepayments and accrued income

762,920

399,412

-

6,721,497

5,842,308

6,448,860

6,367,758

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

20.

Creditors: amounts falling due within one year

Group

Company

31.12.21

31.12.20

31.12.21

31.12.20

£

Other loans (see note 22)

399,996

-

Trade creditors

20,873,959

24,179,864

-

Amounts owed to group undertakings

-

10,274,168

10,193,066

Corporation tax

594,453

105,405

-

Social security and other taxes

517,046

401,100

-

VAT

333,085

1,107,106

-

Other creditors

1,099,604

617,498

-

Directors' current accounts

185,399

1,376,792

-

Accruals and deferred income

285,995

362,745

4,480

24,289,537

28,550,506

10,278,648

10,197,546

Amounts owed to group undertakings are unsecured, repayable on demand and interest free.

Included in trade creditors are the following:-

31.12.21

31.12.20

£

Consignment stocking loans

7,443,309

10,576,098

Demonstrator stocking loans

1,249,086

1,991,135

Other vehicle stocking loans

8,955,758

7,846,908

17,648,153

20,414,141

The bank overdraft is secured by a debenture over the assets of the company.

21.

Creditors: amounts falling due after more than one year

Group

31.12.21

31.12.20

£

Other loans (see note 22)

4,366,623

4,766,619

The amount due as other loans is a loan from BMW Financial Services (GB) Limited which is secured by a legal charge over the company's freehold property situated at Gunnels Wood Road, Stevenage.

22.

Loans

An analysis of the maturity of loans is given below:

Group

31.12.21

31.12.20

£

Amounts falling due within one year or on

demand:

Other loans

399,996

Amounts falling due between one and two

years:

Other loans - 1-2 years

399,996

Amounts falling due between two and five

years:

Other loans - 2-5 years

1,199,988

Amounts falling due in more than five years:

Repayable by instalments

Other loans more 5yrs instal

2,766,639

3,166,635

The loan from BMW Financial Services (GB) Limited, which was advanced in 2018, is repayable by instalments over a term of 15 years. Interest is charged on the loan at a rate of 2% per annum above the highest of:

a) three month Sterling BBA LIBOR; or

b) 1.75% per annum.

The loan is secured by a legal charge over the freehold property situated at Gunnels Wood Road, Stevenage.

23.	Leasing agreements

Minimum lease payments fall due as follows:

Group

Non-cancellable

operating leases

31.12.21

31.12.20

£

Within one year

693,014

Between one and five years

2,772,060

In more than five years

4,230,551

4,923,565

7,695,625

8,388,639

24.	Provisions for liabilities

Group

31.12.21

31.12.20

£

Deferred tax

Accelerated capital allowances

301,333

85,114

Group

Deferred

tax

£

Balance at 1 January 2021

85,114

Provided during year

216,219

Balance at 31 December 2021

301,333

25.	Called up share capital

31.12.20

31.12.19

No.

£

No.

£

Ordinary "A" shares of £1 each

45,000

Ordinary "B" shares of £1 each

44,999

Ordinary "C" shares of £1 each

1

Ordinary "D" shares of £1 each

10,000

100,000

All shares rank pari passu except:

As regards voting, the "A" Ordinary shares and "B" Ordinary shares shall entitle the holders thereof to receive notice of or to attend and vote at any General Meeting of the Company only on matters pertaining to the Trading Companies. The "C" Ordinary shares shall not entitle the holders thereof to receive notice of or to attend and vote (either in person or by proxy) at any General Meeting of the Company. The "D" Ordinary shares shall entitle the holders thereof to receive notice of or to attend and vote at any General Meeting of the Company only on matters pertaining to Property Companies.

As regards to income, the holders of the "A" Ordinary shares, "B" Ordinary shares, "C" Ordinary Shares, and "D" Ordinary Shares all rank pari passu with regards to entitlement to dividends. The directors shall at any time resolve to declare dividend payments on "A" Ordinary Shares, "B" Ordinary Shares and "C" Ordinary Shares only out of profits related to underlying assets in the Trading Companies, and "D" Ordinary Shares only out of profits related to underlying assets in the Property Companies.

26.

Reserves

Group

Retained

Non-distributable

earnings

reserve

Totals

£

At 1 January 2021

10,912,665

6,436,257

17,348,922

Profit for the year

3,218,893

Transfer to Non-distributable reserve

(541,750

)

541,750

-

At 31 December 2021

13,589,808

6,978,007

20,567,815

Company

Retained

earnings

£

At 1 January 2021

326,777

Deficit for the year

(4,475

)

At 31 December 2021

322,302

27.	Directors' advances, credits and guarantees

The group owed the directors the following amounts at the balance sheet date:

31.12.21

31.12.20

£

C. Fletcher

178,259

786,127

M. Donovan

7,140

590,666

The group was owed the following amount by the directors of subsidiary companies at the balance sheet date:

31.12.21

31.12.20

£

J. Bourne

56,094

83,270

C. James

70,164

60,251

The directors loans are interest free, unsecured and repayable on demand.

28.	Ultimate controlling party

The group was controlled throughout the current and previous year by C. Fletcher and M. Donovan (together with their close family) by virtue of their 100% ownership of the issued share capital in Specialist Cars Holdings Limited.