Sinclair Motor Holdings Limited - Limited company accounts 23.2

Sinclair Motor Holdings Limited - Limited company accounts 23.2


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REGISTERED NUMBER: 04395583 (England and Wales)















Sinclair Motor Holdings Limited

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements for the Year Ended 31 December 2023






Sinclair Motor Holdings Limited (Registered number: 04395583)






Contents of the Consolidated Financial Statements
for the Year Ended 31 December 2023




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 7

Report of the Independent Auditors 10

Consolidated Income Statement 13

Consolidated Other Comprehensive Income 14

Consolidated Balance Sheet 15

Company Balance Sheet 16

Consolidated Statement of Changes in Equity 17

Company Statement of Changes in Equity 18

Consolidated Cash Flow Statement 19

Notes to the Consolidated Cash Flow Statement 20

Notes to the Consolidated Financial Statements 21


Sinclair Motor Holdings Limited

Company Information
for the Year Ended 31 December 2023







Directors: Mr G S Sinclair
Mr A J Sinclair



Registered office: Sinclair Group
Old Field Road
Bocam Park
Pencoed
CF35 5LJ



Registered number: 04395583 (England and Wales)



Auditors: Haines Watts Wales LLP, Statutory Auditors
7 Neptune Court
Vanguard Way
Cardiff
CF24 5PJ



Bankers: Barclays Bank PLC
PO Box 10
Windsor Court
Cardiff
CF1 3WP



Solicitors: Acuity Legal
3 Assembly Square
Britannia Quay
Cardiff Bay
Cardiff
CF10 4PL

Sinclair Motor Holdings Limited (Registered number: 04395583)

Group Strategic Report
for the Year Ended 31 December 2023

The directors present their strategic report of the company and the group for the year ended 31 December 2023.

Sinclair Motor Holdings Limited operates its core functions of retailing new cars, used cars, commercial vehicles, servicing (including repairs), bodyshop repairs, parts sales and fuel sales.

Review of business
31/12/2023 31/12/2022 31/12/2021 31/12/2020
Turnover £637,850,910 £559,515,180 £544,378,686 £450,912,088
Profit before tax £8,476,308 £12,657,423 £12,626,360 £2,001,418
Total equity £63,535,357 £57,452,587 £47,712,555 £37,896,746

The year of 2023 resulted in a mixed performance across the group. As a board we were increasingly concerned that our performance may be significantly impacted by the Macro economic and political events happening around the World. The ongoing War in the Ukraine and Middle East, continued to have build and price impacts on the industry. Closer to home, the constant increases in inflation and interest rates continued to affect consumer confidence, and always carried the threat of a reduction in customer spend on high ticket items such as vehicles.

All these factors carried the real threat that 2023 would be a year where we witnessed a reduction in group volumes and performance. It is therefore really pleasing to see that our turnover as a group actually exceeded our performance in 2022. The focus and commitment of our staff teams ensured that our vehicle turnover, service and parts sales all increased on last year, which was a fantastic result. With all the challenges that the industry faced throughout the year, to see our group performance exceed the previous year was a result we are truly proud of. However, there were some additional challenges across the group that unfortunately resulted in our profitability being somewhat down on the previous year.

Our new car departments witnessed most of our manufacturer partners begin to emerge from the build constraints they had previously been experiencing. This resulted in a return to a more normal supply chain for our customers, and our ability to supply more new cars. As a result, across the group our new car performance was ahead of the previous year. This return of new car volume did however have an impact on chassis profit retention, as we began to witness the reduction in the higher than usual profit retention in new car margins. It was really pleasing that as a whole, our group increased its turnover and gross profitability in the new car departments, even with a reduction in average chassis profits.

However, the new car performance within our Mercedes-Benz franchise was significantly back on 2022, as 2023 saw Mercedes-Benz move to a new agency distribution process, and implement a new luxury vehicle strategy. The adoption of an agency system is a significant change within the industry, and Mercedes were our first manufacturer to adopt this. Whilst the transformation to the new system was seamless for the dealers and the customer, the reality was that it was going to take some months to settle into the market and volumes during this time would be reduced. In addition, the brands move towards a luxury vehicle strategy again had the result in reduced volumes across all markets. The consequent result of both these strategies was that our Mercedes-Benz sites delivered half of the volume of the previous year, and therefore half the profitability.

Our Group's used car performance was really encouraging for most of the year. Across the majority of our sites, both our vehicle volumes and profitability were in line or ahead of the previous year and our budgeted expectations. The ongoing shortage of used vehicles, resulting from a lack of new car availability over the previous years, had continued to result in a very strong used car market across the UK.

However, the final quarter of the year witnessed a very sharp realignment of the used car market, and a swift drop in used car values. Whilst this was always forecast to happen at some stage, nobody expected the fall to be so sudden and swift. This unfortunately resulted in a significant reduction in our used car stock values, with an immediate reduction in used car profitability. The unavoidable result was that our group's quarter 4 used car performance was decimated by this stock value drop. Whilst our volumes remained in line with budget, our profitability was way off where we had planned.

The Group's service and parts departments had another very strong year in 2023. Here, both turnovers and profitability were ahead of last year, and both departments were again key contributors to our overall profitability. This strong performance continues to assist in being the financial foundations to our group, and to its ongoing profitability.

In addition to our site and departmental performance, 2023 witnessed the opening of our latest new business within the Sinclair group. This is the new Jaguar Land Rover site in Swansea, and represents the very latest in technological advancements within our industry. The new facility is something that we are extremely proud of and will set a new standard for our customers and help move our business to the next level in the years to come.

Sinclair Motor Holdings Limited (Registered number: 04395583)

Group Strategic Report
for the Year Ended 31 December 2023


Overall, whilst the year of 2023 ended being somewhat down on the previous year's profit, there are many reasons to be proud of the performance and optimistic for the coming year. The majority of our businesses experienced growth in most departments, and many had record profitability. The overall turnover of the group increased year on year, which clearly illustrates the strong health of the South Wales motor industry and our ever increasing achievements within it. Also, when we examine the real issues that drove our profitability down versus last year, they are in two key areas that will not be repeated this year. Firstly, the issues of the Mercedes-Benz volume reduction are mostly isolated to 2023, and we are planning a return to better volumes and profitability within that brand for 2024. Also, the financial impact from the used car realignment was significant, however this has now happened and whilst the impacts may be felt for the first few months of 2024, they will then be behind us and not repeated again.

Overall, 2023 was definitely a much more challenging year than previous years. However, our group has coped exceedingly well with all the challenges it faced and has resulted in a performance and profitability that we are very proud of. This result again illustrates that even in difficult political and economic times, our team's commitment and professionalism ensures that the business continues to succeed.


Sinclair Motor Holdings Limited (Registered number: 04395583)

Group Strategic Report
for the Year Ended 31 December 2023

Principal risks and uncertainties
Sinclair Motor Holdings Limited benefits from the close commercial relationships with a number of key suppliers and customers. the loss of any of these of key suppliers and customers or a significant worsening in commercial terms could have a material impact on the results.

Sinclair Motor Holdings Limited devotes significant resources to supporting these relationships to ensure that they continue to operate as well in the future. From time to time the group undertakes surveys of customer satisfaction, which are reviewed by the board. The directors realise the importance of excellent customer service to remain ahead of the competition.

Price Risk:
The group operates in highly competitive markets. Significant product innovations, technical advances or the intensification of price competition could adversely affect the results for the company. The group invests in significant training of its staff to ensure that the group is well placed to provide a choice for customers, to ensure that they are aware of their options and are satisfied with the level of service we provide. The group also continually works to streamline its cost base to ensure that it remains competitive.

Credit Risk:
The group has well established policies and procedures that require appropriate credit checks on potential customers before sales are made. The amount of exposure to any individual customer is subject to a limit which is reassessed annually by the group.

Liquidity Risk:
Effective management of cash and working capital is a key ongoing priority. The Group has sufficient Net Current Assets to cover it's long-term borrowings and provisions for liabilities. Profits are being ploughed back into the business to re-invest in future opportunities as they become available. The Group is in a strong position from a liquidity point of view, with excess funds being invested in Green Deposits. The directors are confident that the Group accounts may be prepared on a going concern basis.

Climate Legislation Risk

The effects of climate change and associated future legislation may potentially have an impact on our business model.

As detailed in the report of the directors under our streamlined energy and carbon report, the business is investing in the future and finding ways to embrace the changes and change the way in which we work to meet current guidelines and help future proof our business Model.

Electric vehicle adoption risk

The change to electric and hybrid vehicles is being pushed politically and is therefore likely to accelerate which could impact the traditional business model.

We have a close relationship with our manufacturing partners which enables us to have access to these types of vehicles and to support our customer base who currently own or are looking to own electric or hybrid vehicles. We are committed to expanding our range of suppliers to ensure we offer our customer base a range of vehicles to meet their changing needs, as we are to investing in our staff in order to upskill them to meet the new requirements for assisting customers once their purchase has completed.


Sinclair Motor Holdings Limited (Registered number: 04395583)

Group Strategic Report
for the Year Ended 31 December 2023

Section 172(1) statement
Statement by the directors in performance of their statutory duties in accordance with s172(1) Companies Act 2006.

The board of Directors of Sinclair Motor Holdings Limited consider 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 whole (having regard to the stakeholders and matters set out in s172(1)(a)-(f) of the Act) in the decisions taken during for the Year Ended 31 December 2023.

The Sinclair group was started by Bill Sinclair in 1945 and the company continues to be controlled and run by the Sinclair family. We're proud of the ways in which the company has provided employment, training and financial reward for its owners and employees for over 70 years. We are the largest and most successful motor group in Wales, representing some of the most prestigious automotive brands. In a highly competitive market, we aim to stand out from our competitors by virtue of quality, reliability and the great customer care that our reputation is built upon.

We make strategic decisions based on long-term objectives. In particular, this has meant significant investment in premises and people in the business. This investment is to continue in the future to provide customers with state-of-the- art facilities and the very finest expertise. We acknowledge that, in order to progress to the next phase in the company's future, it is likely that we will continue to expand our existing businesses and add to the prestige brand portfolio that we have. We continue to explore possibilities along these lines. Our aim continues to be to maximise the company's ability to grow profits to fund continued investment for the future of the business and job security for the employees.

Our Employees
We rely on the hard work, commitment and enthusiasm of our staff which is fundamental to the delivery of our plan. We aim to be a responsible employer in our approach to the pay and benefits our team members receive. We provide comprehensive training and career development support. The health, safety and well-being of our employees is one of our primary considerations in the way we do business.

The group is to continue investing in training all staff for the purpose of meeting its long term goal of growth through the provision of excellent customer service.

Our suppliers and customers
We meet with our manufacturing partners regularly throughout the year and take the appropriate action to prevent involvement in modern slavery, corruption, bribery and breaches of competition law. Our business model prioritises quality and customer satisfaction. We have built and will maintain a reputation for transparency and fair dealing with customers and suppliers.

Our Community and the Environment
We are a family-run company with roots in South Wales and have invested in our community through our charity donation scheme. From sponsoring sports kit of local childrens' clubs, to having employees play and arrange charitable football matches. Our plan takes into account the impact of the Group's operations on the community and environment and our wider social responsibilities, and in particular how we comply with environmental legislation and pursue waste-saving opportunities and react promptly to local community concerns.

Business conduct and Corporate Governance
As the Board of Directors, our intention is to behave responsibly and ensure that the 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 and in doing so, will contribute to the delivery of our plan. The intention is to nurture our reputation, through both the construction and delivery of our plan, that reflects our responsible behaviour. As the Board of Directors, our intention is to behave responsibly towards our shareholders and treat them fairly and equally, so they too may benefit from the successful delivery of our plan.

Employment of disabled persons
It is the policy that disabled persons shall be considered for employment, career development and promotion on the
basis of their aptitude and abilities in common with all employees.


Sinclair Motor Holdings Limited (Registered number: 04395583)

Group Strategic Report
for the Year Ended 31 December 2023

Employee involvement
The Directors recognise the importance of good communications and relations with employees and management is
encouraged to adopt employee consultations.

On behalf of the board:





Mr A J Sinclair - Director


25 April 2024

Sinclair Motor Holdings Limited (Registered number: 04395583)

Report of the Directors
for the Year Ended 31 December 2023

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2023.

Principal activity
The principal activity of the group in the year under review was that of retailing of motor vehicles and related activities in the motor trade.

Dividends
No dividends will be distributed for the year ended 31 December 2023.

Future developments
The Group's focus for the future is to organically grow the business, along with its franchise partners, and to progress acquisitions where opportunities arise.


Sinclair Motor Holdings Limited (Registered number: 04395583)

Report of the Directors
for the Year Ended 31 December 2023

Directors
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

Mr G S Sinclair
Mr A J Sinclair

Streamlined energy and carbon reporting
The Sinclair Group recognises that its trading activities have an impact on the environment. Indeed, Environmental awareness is one of the Group's core values. We minimise the effects of motor retailing on the environment through adherence to our environment policy. We review and control key areas of our business that may have impact on the environment including asbestos, contamination, noise, recycled waste, tyre disposal, waste oil. In the last 12 months we have changed our waste oil partner - our waste oil is now re-refined into base oil, reducing the need to drill for crude oil. For every 1000 litres of used oil we re-refine, we save over 480kg of CO2 compared to using virgin crude oil.

We have implemented a pilot that separates our waste into recycling streams, this pilot has seen us now recycle 75% of the waste we produce. The Welsh Govt is introducing a similar scheme in April 2024 - we already exceed the minimum requirements of this scheme and as a result have been selected as a case study by Welsh Govt. Algal sites will be on our version of the scheme by April 2024.

We continue to monitor our energy consumption with the aim of reducing our carbon footprint. The Group undertakes the energy assessments of each of our businesses under the Energy Savings Opportunity Scheme (ESOS) regulations. We use the results of this assessment to identify potential energy saving opportunities. We have carried out site analysis and assessments to ascertain areas of inefficiencies in the use of resources such as energy, water and fuel. We have incorporated many energy savings initiatives such as solar panels, LED lighting and movement activated interior lights. We have adopted energy saving practices in the business such as fast hand dryers in washrooms and end of day lighting and heating programmes and policies.

We obtain our gas and electricity from green energy providers wherever possible.Any energy that we consume that is not green we are currently offsetting back to net zero. We will continue to pursue the march to 100% renewable energy as the economy strengthens out of the Covid years. We are currently working with our energy providers to create a daily dashboard that will allow each site to track daily consumption stats - taking action immediately when we identity spikes in usage.

We have established an "Eco-Champion" at each site with responsibility for identifying improvement opportunities. Each Champion has successfully completed the CarbonTrust Literacy programme via Cynnal Cymru training provider, as have all Operational Board members. Our ambition is to see 50% of our staff through this programme in the next 2 years. We are currently investigating the Governments Flexible Skills Programme to identify areas of upskilling in the green arena that can be funded through this programme..

We are keen to work with our manufacturing partners in the move to green technologies such as electric vehicles and the infrastructure to charge battery powered vehicles. We look to advances in IT to move towards a paperless business and have invested in paperless communications and systems solutions.

Current reporting year (January - December)

2023 2022
Total emissions generated through combustion of gas (tCO2e) 596 683
Total emissions generated through use of purchased electricity (tCO2e) 674 1,071
Total emissions generated through use of other fuels (tCO2e) 5.17 42
Total emissions generated through business travel (tCO2e) 1,564 1,475
Total gross emissions (tCO2e) 2,839 3,271
Intensity ratio /total gross emissions (kgCO2 per sqft) 4.88 6.02


Sinclair Motor Holdings Limited (Registered number: 04395583)

Report of the Directors
for the Year Ended 31 December 2023

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:





Mr A J Sinclair - Director


25 April 2024

Report of the Independent Auditors to the Members of
Sinclair Motor Holdings Limited

Opinion
We have audited the financial statements of Sinclair Motor Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2023 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.

Report of the Independent Auditors to the Members of
Sinclair Motor Holdings Limited


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 nine, 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:

Our planning procedures identify the legal and regulatory frameworks applicable to the operations and financial statements of the company. These are reviewed internally with the audit team including relevant industry experience and expectations as well as externally with the client management. The key laws and regulations we considered in this context were the UK Companies Act 2006, UK GAAP, FRS 102 and relevant tax legislation.

Once identified, we assess the risks of material misstatements in relation to the laws and regulations, irregularities, including fraud and adjust our testing accordingly. Our audit procedures include:

-Discussing with Directors and management which areas of the business they believe to be more susceptible to fraud, and whether they have any knowledge or suspicion of fraudulent activities;
- Obtaining an understanding of the key controls put in place by the company to address risks identified, assessing the effectiveness of those and discussing how these are maintained and monitored internally;
- Assessing the risk of management override and review and testing of journal entries made into the accounting system;
- Challenging assumptions and judgements made by the company in relation to the significant accounting
estimates employed in the preparation of the financial statements;
- Discussing with Directors and Management the legal and regulatory obligations of the business and whether they have any knowledge or suspicion of non compliance.

Despite the audit being planned and conducted in accordance with ISAs (UK) there remains an unavoidable risk that material misstatements in the financial statements may not be detected owing to inherent limitations of the audit, and that by their very nature, any such instances of fraud or irregularities likely involve collusion, forgery, intentional misrepresentation, or the override of internal controls.

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.

Report of the Independent Auditors to the Members of
Sinclair Motor Holdings Limited


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.




Clive Edwards (Senior Statutory Auditor)
for and on behalf of Haines Watts Wales LLP, Statutory Auditors
7 Neptune Court
Vanguard Way
Cardiff
CF24 5PJ

30 April 2024

Sinclair Motor Holdings Limited (Registered number: 04395583)

Consolidated
Income Statement
for the Year Ended 31 December 2023

2023 2022
Notes £    £   

Turnover 3 637,850,910 559,515,180

Cost of sales (582,577,450 ) (506,444,346 )
Gross profit 55,273,460 53,070,834

Administrative expenses (44,022,567 ) (39,305,188 )
11,250,893 13,765,646

Other operating income 838,501 556,413
Operating profit 5 12,089,394 14,322,059


Interest payable and similar expenses 6 (3,613,086 ) (1,664,636 )
Profit before taxation 8,476,308 12,657,423

Tax on profit 7 (2,393,538 ) (2,683,135 )
Profit for the financial year 6,082,770 9,974,288
Profit attributable to:
Owners of the parent 5,926,914 9,706,613
Non-controlling interests 155,856 267,675
6,082,770 9,974,288

Sinclair Motor Holdings Limited (Registered number: 04395583)

Consolidated
Other Comprehensive Income
for the Year Ended 31 December 2023

2023 2022
Notes £    £   

Profit for the year 6,082,770 9,974,288


Other comprehensive income - -
Total comprehensive income for the year 6,082,770 9,974,288

Total comprehensive income attributable to:
Owners of the parent 5,926,914 9,706,613
Non-controlling interests 155,856 267,675
6,082,770 9,974,288

Sinclair Motor Holdings Limited (Registered number: 04395583)

Consolidated Balance Sheet
31 December 2023

2023 2022
Notes £    £   
Fixed assets
Intangible assets 9 2,687,500 3,437,500
Tangible assets 10 47,625,292 43,345,999
Investments 11 20,000 20,000
50,332,792 46,803,499

Current assets
Stocks 12 95,274,331 77,859,941
Debtors 13 17,107,827 12,710,006
Cash at bank 6,777,743 10,838,283
119,159,901 101,408,230
Creditors
Amounts falling due within one year 14 (105,129,823 ) (90,260,101 )
Net current assets 14,030,078 11,148,129
Total assets less current liabilities 64,362,870 57,951,628

Provisions for liabilities 18 (827,513 ) (499,041 )
Net assets 63,535,357 57,452,587

Capital and reserves
Called up share capital 19 30,030 30,030
Capital redemption reserve 20 23,000 23,000
Retained earnings 20 61,889,766 55,962,852
Shareholders' funds 61,942,796 56,015,882

Non-controlling interests 21 1,592,561 1,436,705
Total equity 63,535,357 57,452,587

The financial statements were approved by the Board of Directors and authorised for issue on 25 April 2024 and were signed on its behalf by:





Mr A J Sinclair - Director


Sinclair Motor Holdings Limited (Registered number: 04395583)

Company Balance Sheet
31 December 2023

2023 2022
Notes £    £   
Fixed assets
Intangible assets 9 - -
Tangible assets 10 - -
Investments 11 7,795,875 7,795,875
7,795,875 7,795,875

Current assets
Debtors 13 2,474,146 2,474,146
Cash at bank 2,697 2,697
2,476,843 2,476,843
Creditors
Amounts falling due within one year 14 (8,908,424 ) (8,908,424 )
Net current liabilities (6,431,581 ) (6,431,581 )
Total assets less current liabilities 1,364,294 1,364,294

Capital and reserves
Called up share capital 19 30,030 30,030
Retained earnings 1,334,264 1,334,264
Shareholders' funds 1,364,294 1,364,294

Company's profit for the financial year - -

The financial statements were approved by the Board of Directors and authorised for issue on 25 April 2024 and were signed on its behalf by:





Mr A J Sinclair - Director


Sinclair Motor Holdings Limited (Registered number: 04395583)

Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up Capital
share Retained redemption
capital earnings reserve
£    £    £   
Balance at 1 January 2022 30,030 46,256,239 23,000

Changes in equity
Total comprehensive income - 9,706,613 -
Balance at 31 December 2022 30,030 55,962,852 23,000

Changes in equity
Total comprehensive income - 5,926,914 -
Balance at 31 December 2023 30,030 61,889,766 23,000
Non-controlling Total
Total interests equity
£    £    £   
Balance at 1 January 2022 46,309,269 1,169,030 47,478,299

Changes in equity
Total comprehensive income 9,706,613 267,675 9,974,288
Balance at 31 December 2022 56,015,882 1,436,705 57,452,587

Changes in equity
Total comprehensive income 5,926,914 155,856 6,082,770
Balance at 31 December 2023 61,942,796 1,592,561 63,535,357

Sinclair Motor Holdings Limited (Registered number: 04395583)

Company Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2022 30,030 1,334,264 1,364,294

Changes in equity
Balance at 31 December 2022 30,030 1,334,264 1,364,294

Changes in equity
Balance at 31 December 2023 30,030 1,334,264 1,364,294

Sinclair Motor Holdings Limited (Registered number: 04395583)

Consolidated Cash Flow Statement
for the Year Ended 31 December 2023

2023 2022
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 9,753,860 10,243,892
Interest paid (3,613,086 ) (1,664,636 )
Tax paid (2,005,568 ) (2,563,083 )
Net cash from operating activities 4,135,206 6,016,173

Cash flows from investing activities
Purchase tangible fixed assets (8,060,487 ) (4,333,820 )
Sale of tangible fixed assets 1,862,083 25,875
Investment in subsidiary - (12,379,219 )
Cash on acquisition - 4,126,606
Net cash from investing activities (6,198,404 ) (12,560,558 )

Cash flows from financing activities
Loan movements - (600,000 )
Loan repayments in year (4,500,000 ) -
Amount introduced by directors 9,763 (191,843 )
Amount withdrawn by directors - 244,322
Net cash from financing activities (4,490,237 ) (547,521 )

Decrease in cash and cash equivalents (6,553,435 ) (7,091,906 )
Cash and cash equivalents at beginning of
year

2

9,692,178

16,784,084

Cash and cash equivalents at end of year 2 3,138,743 9,692,178

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 December 2023

1. Reconciliation of profit before taxation to cash generated from operations
2023 2022
£    £   
Profit before taxation 8,476,308 12,657,423
Depreciation charges 1,949,864 2,402,710
Profit on disposal of fixed assets (30,753 ) (2,591 )
Amortisation 1,062,500 312,500
Working capital movement on acquisition - (462,416 )
Finance costs 3,613,086 1,664,636
15,071,005 16,572,262
Increase in stocks (17,414,390 ) (15,861,121 )
Increase in trade and other debtors (5,209,923 ) (6,080,766 )
Increase in trade and other creditors 17,307,168 15,613,517
Cash generated from operations 9,753,860 10,243,892

2. Cash and cash equivalents

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

Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 6,777,743 10,838,283
Bank overdrafts (3,639,000 ) (1,146,105 )
3,138,743 9,692,178
Year ended 31 December 2022
31.12.22 1.1.22
£    £   
Cash and cash equivalents 10,838,283 16,784,084
Bank overdrafts (1,146,105 ) -
9,692,178 16,784,084


3. Analysis of changes in net funds

At 1.1.23 Cash flow At 31.12.23
£    £    £   
Net cash
Cash at bank 10,838,283 (4,060,540 ) 6,777,743
Bank overdrafts (1,146,105 ) (2,492,895 ) (3,639,000 )
9,692,178 (6,553,435 ) 3,138,743
Debt
Debts falling due within 1 year (4,500,000 ) 4,500,000 -
(4,500,000 ) 4,500,000 -
Total 5,192,178 (2,053,435 ) 3,138,743

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2023

1. Statutory information

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

2. Accounting policies

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

Basis of consolidation
The group financial statements consolidate the financial statements of the parent company and its subsidiaries for the year ended 31 December 2022. No profit and loss account is presented for the company as permitted by Section 408 of the Companies Act 2006.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company's accounting policies, the directors are 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying the Company's accounting policies
The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

Stock valuation
The directors on a periodic basis will review the valuation of stock. This is performed on an individual vehicle basis taking into account external factors such as market trends as well as anticipated values as provided by the industry sources. Any provisions made as a result of this review are intended to reflect differences between cost and estimated selling prices less costs to sell.

New stock tends to require less provision but similar procedures are also carried out in order to ensure values
at milestone points are shown correctly.

The Directors consider that there are no key sources of estimate uncertainty.

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

2. Accounting policies - continued

Turnover
Turnover represents amounts chargeable, net of value added tax, in respect of the sale and repair of motor vehicles, associated bonuses and commissions and the sale of vehicle parts.

Turnover from the sale of vehicles is recognised when the significant risks and rewards of ownership are transferred to the buyer. In most cases, the transfer of the risks and rewards of ownership coincides with the transfer of the legal title or the passing of possession to the buyer.

Turnover from the sale of services is recognised by reference to the stage of completion of the transaction.

Turnover from commissions and bonuses are recognised on an accrual basis in accordance with the substance of the relevant agreement.

Goodwill
Goodwill is the difference between the fair value of consideration paid for an acquired entity and the aggregate of the fair value of that entity's identifiable assets and liabilities.

Positive goodwill is capitalised, classified as an asset on the balance sheet and amortised on a straight line basis over its useful economic life. It is reviewed for impairment at the end of the first full financial year following the acquisition and in other years if events or changes in circumstances indicate that the carrying value may not be recoverable.

The goodwill purchased in 2022 is being amortised over its useful economic life of 5 years.

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

Tangible fixed assets
All tangible fixed assets are initially recorded at cost.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Freehold buildings-2% on cost
Long / short leasehold property-amortised over the term of the lease
Improvements to property-15 years on cost
Plant and machinery-10% to 33.3% on cost
Motor vehicles-20% on cost
Computer equipment-10% to 33.3% on cost
Fixtures and Fittings-10% to 20% on cost

Stocks
Stock and work in progress are valued at the lower of cost and estimated selling price less costs to complete and sell, after due regard for obsolete and slow moving stocks.

The ownership of consignment stock passes from the manufacturer to the group when full payment for vehicles is made.

The value of consignment stock is shown separately in the notes to the balance sheet as both current assets and as creditors due within one year.

Parts stocks are stated at the lower of cost and estimated selling price. Cost is determined using the First in, First Out (FIFO) method.

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

2. Accounting policies - continued

Financial instruments
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Financial liabilities are derecognised when the company's contractual obligations expire or are discharged & cancelled.

Trade Debtors
Trade debtors are amounts due from customers for merchandise sold in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of
business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve
months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months
after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost
using the effective interest method.

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 balance sheet date.

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

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

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

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

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

2. Accounting policies - continued

Business combinations
Business combinations are accounted for using the purchase method as at the acquisition date, which is the date on which control is transferred to the company.
At acquisition date, the company recognises goodwill as;
-the fair value of the consideration (excluding contingent consideration) transferred;plus
-estimated amount of contingent consideration(see below):plus
-the fair value of the equity instrument issued: plus
-directly attributable transaction costs;less
-the net recognised amount (generally fair value) of he identifiable assets acquired and liabilities and contingent liabilities assumed.

When the excess is negative, this is recognised and separately disclosed on the face of the balance sheet as negative goodwill. Consideration which is contingent on future events is recognised based on the estimated amount if the contingent consideration is probable and can be measured reliably. Any subsequent changes to the amount are treated as an adjustment to the cost of the acquisition.

3. Turnover

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

2023 2022
£    £   
Sales of new vehicles 267,854,300 196,684,131
Sales of used vehicles 305,333,991 303,730,517
Repairs and other sales 64,662,619 59,100,532
637,850,910 559,515,180

4. Employees and directors
2023 2022
£    £   
Wages and salaries 33,257,227 30,278,317
Social security costs 2,989,831 2,970,060
Other pension costs 913,933 782,297
37,160,991 34,030,674

The average number of employees during the year was as follows:
2023 2022

Service 313 322
Sales 240 242
Admin 99 101
Parts 56 56
Body and paint 41 43
Supervisors 12 10
Directors 3 3
764 777

Key management, a group which comprises 12 individuals, received emoluments totalling £3,039,970 (2022 : £1,623,648) for their services to the Sinclair Motor Holdings Group.

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

4. Employees and directors - continued

2023 2022
£    £   
Directors' remuneration 955,976 411,175

Information regarding the highest paid director is as follows:
2023 2022
£    £   
Emoluments etc 571,188 296,817

5. Operating profit

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

2023 2022
£    £   
Hire of plant and machinery 226,563 212,861
Depreciation - owned assets 1,949,864 1,797,723
Profit on disposal of fixed assets (30,753 ) (2,591 )
Goodwill amortisation 750,000 312,500
Auditors' remuneration 56,500 56,500
Auditors' remuneration for non audit work 16,000 16,000
Other operating leases 608,253 585,353

6. Interest payable and similar expenses
2023 2022
£    £   
Bank loan interest 131,656 125,206
Stocking interest 3,481,430 1,538,100
Loan - 1,330
3,613,086 1,664,636

7. Taxation

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2023 2022
£    £   
Current tax:
UK corporation tax 2,065,067 2,477,234

Deferred tax 328,471 205,901
Tax on profit 2,393,538 2,683,135

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

7. Taxation - continued

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:

2023 2022
£    £   
Profit before tax 8,476,308 12,657,423
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2022 - 19 %)

2,119,077

2,404,910

Effects of:
Expenses not deductible for tax purposes 19,181 37,853
Income not taxable for tax purposes 7,947 -
Capital allowances in excess of depreciation (122,816 ) -
Depreciation in excess of capital allowances - 2,217
Loss on disposal of assets - (4,914 )
On acquisition - 37,168
Group relief (5,001 ) -
Accelerated capital allowances 328,471 205,901
Change in tax rate (131,893 ) -
Profit on disposal of asset (7,689 ) -
Amortisation 187,500 -
charges paid (1,239 ) -
Total tax charge 2,393,538 2,683,135

8. 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.


9. Intangible fixed assets

Group
Goodwill
£   
Cost
At 1 January 2023
and 31 December 2023 3,750,000
Amortisation
At 1 January 2023 312,500
Amortisation for year 750,000
At 31 December 2023 1,062,500
Net book value
At 31 December 2023 2,687,500
At 31 December 2022 3,437,500

The goodwill arises is in respect of the acquisition of Shukers Limited.

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

10. Tangible fixed assets

Group
Assets
Freehold under Plant and
property construction machinery
£    £    £   
Cost
At 1 January 2023 42,941,771 2,922,634 5,543,834
Additions 271,483 5,498,824 1,037,510
Disposals (1,921,061 ) - (99,696 )
Additions on acquisition 8,421,458 (8,421,458 ) -
At 31 December 2023 49,713,651 - 6,481,648
Depreciation
At 1 January 2023 6,377,274 - 3,664,260
Charge for year 858,239 - 482,052
Eliminated on disposal (151,667 ) - (74,763 )
At 31 December 2023 7,083,846 - 4,071,549
Net book value
At 31 December 2023 42,629,805 - 2,410,099
At 31 December 2022 36,564,497 2,922,634 1,879,574

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£    £    £    £   
Cost
At 1 January 2023 4,870,603 244,246 1,678,393 58,201,481
Additions 866,479 73,267 312,924 8,060,487
Disposals (131,245 ) (71,774 ) (10,130 ) (2,233,906 )
Additions on acquisition - - - -
At 31 December 2023 5,605,837 245,739 1,981,187 64,028,062
Depreciation
At 1 January 2023 3,282,076 150,102 1,381,770 14,855,482
Charge for year 371,010 42,159 196,404 1,949,864
Eliminated on disposal (94,821 ) (71,195 ) (10,130 ) (402,576 )
At 31 December 2023 3,558,265 121,066 1,568,044 16,402,770
Net book value
At 31 December 2023 2,047,572 124,673 413,143 47,625,292
At 31 December 2022 1,588,527 94,144 296,623 43,345,999

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

11. Fixed asset investments

Group
Unlisted
investments
£   
Cost
At 1 January 2023
and 31 December 2023 20,000
Net book value
At 31 December 2023 20,000
At 31 December 2022 20,000
Company
Shares in
group
undertaking
£   
Cost
At 1 January 2023
and 31 December 2023 7,795,875
Net book value
At 31 December 2023 7,795,875
At 31 December 2022 7,795,875


The company's investments at the balance sheet date in the share capital of its subsidiaries are as follows:


Class of
shares held

% Holding

Sinclair Garages (Port Talbot) Limited Ordinary 100
Sinclair Garages (Newport) Limited Ordinary 100
Sinclair Garages (Cardiff) Limited Ordinary 100
Swansea TPS Limited Ordinary 100
Sinclair Garages (Swansea) Limited Ordinary 100

Sinclair Garages (Port Talbot) Limited has investments in the share capital of its subsidiaries as follows:

Sinclair Garages Limited Ordinary 100
Sinclair Garages (Bridgend) Limited Ordinary 75

Sinclair Garages (Swansea) Limited has investments in the share capital of its subsidiaries as follows:

Shukers Limited Ordinary 100
Cambrian Garages Limited Ordinary 100
Cambrian Garages Limited Preference 100

All of the subsidiaries above were incorporated in England and Wales.

The principal activities of these was the retailing of motor vehicles and related activities in the motor trade.
The registered address of all subsidiaries is shared with Sinclair Motor Holdings and can be found on the General Information page.

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

12. Stocks

Group
2023 2022
£    £   
Fully paid new vehicles 1,904,713 739,851
New vehicles on consignment 25,345,999 22,088,411
Used vehicles 64,182,735 51,791,537
Oil, fuel and spares 3,840,884 3,240,142
95,274,331 77,859,941

13. Debtors: amounts falling due within one year

Group Company
2023 2022 2023 2022
£    £    £    £   
Trade debtors 9,562,661 7,447,890 - -
Amounts owed by group undertakings - - 2,375,293 2,375,293
Other debtors 4,885,497 3,908,995 78,553 78,553
Directors' current accounts - 9,763 - -
Tax 1,386,527 - - -
VAT - 259,762 - -
Prepayments 1,273,142 1,083,596 20,300 20,300
17,107,827 12,710,006 2,474,146 2,474,146

14. Creditors: amounts falling due within one year

Group Company
2023 2022 2023 2022
£    £    £    £   
Bank loans and overdrafts (see note 15) 3,639,000 5,646,105 - -
Trade creditors 70,655,952 58,170,284 - -
Due in respect of new vehicles 25,345,999 22,088,411 - -
Amounts owed to group undertakings - - 8,908,424 8,908,424
Tax 1,446,026 923,347 - -
Social security and other taxes 990,442 931,805 - -
VAT 623,346 - - -
Accruals and deferred income 2,429,058 2,500,149 - -
105,129,823 90,260,101 8,908,424 8,908,424

15. Loans

An analysis of the maturity of loans is given below:

Group
2023 2022
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts 3,639,000 1,146,105
Bank loans - 4,500,000
3,639,000 5,646,105

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

16. Leasing agreements

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
2023 2022
£    £   
Within one year 487,500 537,703
Between one and five years 1,950,000 592,703
In more than five years 27,500 82,500
2,465,000 1,212,906

17. Secured debts

The following secured debts are included within creditors:

Group
2023 2022
£    £   
Bank overdrafts 3,639,000 1,146,105
Bank loans - 4,500,000
Consignment stock creditors 25,345,999 22,088,411
28,984,999 27,734,516

The company has entered into a debenture and a cross guarantee with Barclays Bank Plc to guarantee the group overdrafts which at 31 December 2023 amounted to £3,639,000 (2022: £5,646,105).

The overdraft facility is secured by means of a first legal charge on the following properties:

Mercedes Benz, Cardiff Gate Business Park, Mulberry Drive, Cardiff CF23 8RS
Mercedes Benz, Old Field Road, Pencoed, Bridgend CF35 5LJ
Mercedes Benz, Langdon Road, Swansea SA1 8QY

18. Provisions for liabilities

Group
2023 2022
£    £   
Deferred tax 827,513 499,041

Group
Deferred
tax
£   
Balance at 1 January 2023 499,041
Charge to Income Statement during year 328,472
Accelerated Capital allowances
Balance at 31 December 2023 827,513

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

19. Called up share capital

Allotted, issued and fully paid:

Number: Class: Nominal Value: 2023 2022
£ £
30,030 Ordinary 1 30.030 30.030

20. Reserves

Group
Capital
Retained redemption
earnings reserve Totals
£    £    £   

At 1 January 2023 55,962,852 23,000 55,985,852
Profit for the year 5,926,914 5,926,914
At 31 December 2023 61,889,766 23,000 61,912,766

Company
Retained
earnings
£   

At 1 January 2023 1,334,264
Profit for the year -
At 31 December 2023 1,334,264


21. Non-controlling interests

Profits relating to Minority Interests in Sinclair Garages (Bridgend) Limited during the year were £210,178 (2022: £267,675).

During the year dividends of £nil were paid to the minority interest (2022 - £nil).

As at 31 December 2023 net assets in relation to Minority Interests were £1,646,883 (2022: £1,436,705.)

22. Pension commitments

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £895,171 (2022: £782,297).

23. Contingent liabilities

There is a guarantee due to VWFS (UK) Limited by Sinclair Garages Limited, Sinclair Garages (Bridgend) Limited, Sinclair Garages (Cardiff) Limited and Sinclair Garages (Port Talbot) Limited in respect of new vehicles on consignment which at 31 December 2023 amounted to £10,164,746 (2022: £11,124.080).

Sinclair Motor Holdings Limited (Registered number: 04395583)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

24. Directors' advances, credits and guarantees

The following advances and creditors to a director subsisted during the years ended 31st December 2023 and 31st December 2022:


2023 2022
£ £
G S Sinclair
Balance outstanding at start of year 9,763 (42,716)
Amounts advanced - 244,322
Amounts repaid (9,763) (191,843)
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year - 9,763

25. Related party disclosures

Entities over which the entity has control, joint control of significant influence

2023 2022
£ £
Sales 6,253,565 6,774,129
Purchases 651,072 876,508
Amounts due from related party 30,275 1,031
Amounts due to related party 216 210,547

26. Ultimate controlling party

The ultimate controlling party is G S Sinclair.