Chairman's Corporate Governance Statement
The Group demonstrated resilience and strong operational discipline during the year ended 28 February 2026, navigating a highly challenging period for the UK automotive sector. Adjusted1 profit before tax of £24.5m was slightly ahead of market expectations2, reflecting effective execution against a backdrop of continuing regulatory disruption leading to weak new vehicle retail conditions and margin pressure. The cyber-attack on Jaguar Land Rover (‘JLR’) also impacted the Group’s operations in the second half.
New vehicle market conditions were heavily influenced by the Government’s ZEV mandate, which continued to distort Manufacturer behaviour, suppress retail margins and shift volume into lower‑return channels. Consumer and business confidence also remained subdued generally. The Board is also mindful of wider geopolitical risks, including ongoing instability in the Middle East, which could increase energy price volatility and further pressure consumer confidence and household disposable income.
From September onwards, the Group’s operations were impacted by the cyber attack at JLR, which temporarily disrupted vehicle supply and aftersales activity across the JLR network. Management responded decisively to mitigate the financial impact and maintain operational continuity. The Group recovered a substantial amount of the losses incurred through receipts from its insurance policy, which have been recognised in the Year.
Against this backdrop, the Group focused on what it could control. Aftersales delivered a strong performance, disciplined cost actions were implemented, and robust cash generation was achieved, underpinning a strong balance sheet. Gearing is low at 17% and this provides the Board with comfort as to the resilience of the Group in an uncertain market.
The Group continued to execute its growth strategy through selective acquisitions and portfolio development, including further expansion with fast‑growing Chinese Manufacturers.
Active portfolio management also resulted in continued trends for the disposal of surplus property assets at a premium to book value. This reflects the conservative nature of the Group’s property book values which underpin tangible asset values.
In April 2025, the Group completed its transition to operating under a single retail brand, Vertu. This simplification has been well received by Manufacturers and customers and is expected to deliver marketing efficiencies and operational benefits in FY27. Alongside this, the Group continued to invest in proprietary systems and digital capability, improving efficiency, customer experience and scalability.
Capital allocation remains a core Board priority. Strong cash generation enabled continued investment in the business alongside delivering shareholder return strategies, including dividends and share buybacks. Since the commencement of the buyback programme in 2018, over £46.5m has been returned to shareholders through these programmes with over 21% of issued shares now repurchased. The Board was pleased to announce another £12m share buyback programme in March 2026.
The Board also benefited from continued strength and stability in governance and leadership. The experience and commitment of the executive team, supported by a strong and well‑balanced Board, positions the Group well to navigate ongoing structural change in the automotive sector. The Group was founded 20 years ago as an AIM-Listed cash shell flotation. It has grown its asset base and scale of operations consistently with 19 years of continuous profitability.
The Group is very well positioned from a management, financial capacity and Manufacturer relationship standpoint to undertake further substantial growth as opportunities arise.
Finally, I would like to thank our more than 7,200 colleagues for their professionalism, resilience and dedication throughout a demanding year. Their commitment remains fundamental to the Group’s long‑term success.
Andrew Goss, Non-executive Chairman
12 May 2026
1 Adjusted to remove non-underlying items
2 According to compiled data at 30 April 2026, the current consensus of three sell side analysts' expectations for FY26 adjusted profit before tax is £24.0m with a range of £23.4m to £24.4m.
| QCA Code Principle | Pages in 2026 Annual Report |
|---|---|
| 1. Establish a purpose, strategy and business model which promote long-term value for shareholders. | Group Strategy - pages 10-20 |
| 2. Promote a corporate culture that is based on ethical values and behaviours. | Group Strategy – pages 10-20 Division of Responsibilities – page 62-64 |
| 3. Seek to understand and meet shareholder needs and expectations. | Engaging with Stakeholders – page 5-8 Non-Financial and Sustainability Information Statement – page 33-39 |
| 4. Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success. | s172 statement – pages 5-8 Non-Financial and Sustainability Information Statement – page 33-39 |
| 5. Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation. | Non-Financial and Sustainability Information Statement – page 33-39 Risk Management – pages 46-52 Audit Committee Report – page 66-68 |
| 6. Establish and maintain the Board as a well-functioning balanced team led by the Chair. | Board Leadership - pages 57-61 Division of Responsibilities - pages 62-64 Appointment and Powers of the Company's Directors - page 65 Board Leadership - pages 57-61 |
| 7. Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities. | Division of Responsibilities – pages 62-64 Audit Report – pages 86-93 Board Leadership – pages 57-61 Chairman’s Corporate Governance Statement - page 55 Skills – page 60 |
| 8. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement. | Chairman’s Corporate Governance Statement - page 55 |
| 9. Establish a remuneration structure which is supportive of long-term value creation and the company’s purpose, strategy and culture. | Remuneration Committee Report – pages 69-76 |
| 10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders. | Remuneration Committee Report – pages 69-76 Audit Committee Report – pages 66-68 |