Company Information.

Registered Name: Marsh Wall Limited

Company Registered Number: 6319869

Place of Registration: England

Registered Office Address: Speed House, Green Lane, Hounslow, England, TW4 6BY

VAT Number: 346 6239 83

Email Address: mail@berrybmw.co.uk

Marsh Wall Limited is an Appointed Representative of South Quays Limited who is authorised and regulated by the Financial Conduct Authority (FCA) for insurance distribution activity only (Firm Reference Number 528881). Marsh Wall Limited is authorised and regulated by the Financial Conduct Authority (FCA) for consumer credit activity (Limited Permissions) (Firm Reference Number 678762)

The Board of Directors consider, both individually and together, that they have acted in good faith, which in turn has promoted the success of the company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a) - (f) of the Companies Act 2006) in the decisions taken during the year ended 31 December 2024.

Our plan is designed to have a long-term beneficial impact on the company and to contribute to its success in delivering a high quality of service across all our operations.

Our colleagues are fundamental to the delivery of our plan, and we have made significant strengthening to the senior team over the last 12 months, most recently appointing a Franchise Director for our additional brands, a Corporate Director and a Financial Controller. Our aim is to be a responsible employer in our approach to the pay and benefits of our colleagues and we aim to ensure our offering is fair and competitive. A new benefits scheme including life insurance was launched in 2024 and the holiday entitlement for all staff was increased to 25 days. The health, safety and well-being of our colleagues is one of our primary considerations in the way we do business. Engagement with our suppliers and customers is also key to our success. We meet with our manufacturing partners and funders regularly throughout the year and we have policies in place and will take the appropriate action, when necessary, to prevent involvement in modern slavery, corruption, bribery and breaches of competition law.

Our plan takes into account the impact of the Group's operations on the community, the environment and our wider social responsibilities, and in particular how we comply with environmental legislation and introduce waste-saving initiatives. We have paid particular attention to the new acquisitions to ensure they also fit into this ethos, and several parcels of woodland make up part of our property portfolio. The company also continues to invest in green energy with the intention to extend the solar panel project to the remaining freehold properties in the coming year.

The Board behaves responsibly and in turn ensures that the management operate the business in a responsible manner, with high standards of business conduct and good governance which will contribute to the delivery of our plan. The intention is to build and nurture our reputation, through the delivery of the plan, which reflects our beliefs and culture.

This statement is written and published as required by section 54(1) of the Modern Slavery Act 2015 and constitutes our Group’s slavery and human trafficking statement for the financial year ended 31 December 2024. Berry BMW and MINI represent two of the leading car brands of the world, as well have providing a trade parts supply service for vehicles. Our commercial activities

include

• The sale of new and used vehicles,
• The arranging of finance to enable customers to purchase vehicles,
• The sales and distribution of car parts, and
• The maintenance, service and repair of vehicles

Although each supplier has its own approach towards and responsibility for running its business ethically, the Berry Group will not tolerate any modern slavery or human trafficking in its business or supply chain that it discovers. We have taken a number of steps to ascertain that slavery and human trafficking are not taking place in any of our supply chains. As a first step, we have undertaken an analysis of our sources of direct supply. More than 90% of our direct supply comes from organisations that are, themselves, required to publish statements setting out the steps that they have taken in this regard. We have reviewed those statements, where available, and will continue to do so periodically. We will work with our suppliers to develop policies and procedures to ensure that we do not engage in business practices or activities that compromise fundamental human rights including all aspects of modern slavery.

Our initial analysis has not yielded any concerns in our present supply chains.

With regards to the remainder of our supply chains, we will continue to consider whether it may be proportionate to take further steps in the light of the risks posed in relation to such supply and the degree of influence that we may have over the relevant suppliers.

New suppliers to the Company are also informed of our ethical approach, including the prohibition of modern slavery, when tendering for new services.

If the supplier fails to comply with the modern slavery clauses, then the Company may terminate the contract with that supplier.

Because we recognise the need to ensure that our employees are fully aware of the need to avoid contracting with suppliers who rely upon slavery and human trafficking, we are taking steps to inform our colleagues to ensure that they understand their obligations.

On behalf of the Board of Directors by Wayne Berry, Managing Director

February 2025

Marsh Wall Limited employs more than 250 employees and therefore is required by law to publish an annual report detailing the pay gap between its male and female employees.

This is the snapshot as at 5th April 2024:

GENDER PAY GAP

The mean gender pay gap for Marsh Wall limited is 25%

The median gender pay gap for Marsh Wall Limited is 17%

Statement of Marsh Wall Limited

Marsh Wall Limited is committed to provide equal opportunities to all employees, irrespective of their gender and the company remains committed to continue to reduce our gender pay gap. Marsh Wall Limited operates within the motor sector and we are confident that the way we pay males and females for the same role provides equal opportunities and there are a range of roles within the organisation.

We as a company recognise that diversity and inclusion are a fundamental part of any successful business plan and as such, we are striving to explore new strategies to decrease our gender pay gap. A key part of that includes attracting more females to our Group through inclusive job advertisements, and encouraging a diverse range of applicants to apply for all roles within the organisation.

I confirm that the gender pay gap information contained in this report is complete and accurate.

Deborah Lowles

Finance Director, for and behalf of the Board of Directors of Marsh Wall Limited

25th March 2025

Our complaints processes have temporarily changed for some complaints affected by the Financial Conduct Authority’s (FCA) review into the historical use of ‘discretionary commission arrangements’ 

The Financial Conduct Authority (FCA) (the regulator that regulates loans in the consumer motor finance sector) is reviewing the historical use of ‘discretionary commission arrangements’ between lenders and motor dealers who act as credit brokers (for example, we act as a credit broker when we arrange some loans with consumers). Generally, discretionary commission arrangements were arrangements where the broker was allowed by the lender to adjust the interest rates they offered customers for car finance and the broker’s commission was linked to the interest rate that was set. The review is not focused on any particular dealer or lender, but is a review of the motor finance sector generally.

Whilst it carries out its review, for complaints that could be affected, the FCA has introduced a temporary pause to the 8-week deadline that we usually have to respond to complaints. This pause started on 11 January 2024 and will continue until 25 September 2024. Following the pause, we will have the remainder of the 8-week deadline to provide customers affected with our final response. For complaints that could be affected, the FCA has also implemented an extension to the usual 6-month period that complainants have to escalate their complaint to the Financial Ombudsman Service (FOS). Complainants will have 15 months to escalate their complaint to FOS instead. 

This pause only impacts complaints where the credit agreement was taken out before 28 January 2021 and involved a discretionary commission arrangement. Complaints not affected by the pause will continue to be dealt with in accordance with our usual processes.

If your query concerns the historical use of “discretionary commission arrangements” and your finance was with BMW Financial Services, please visit here

For any other queries please emails us on financeenquiries@berrybmw.co.uk

If it is about any other product or an alternative finance house, we will respond to you in line with the amended FCA guidelines.

If you would like any further information about the reasons for the pause and extension, you should visit www.fca.org.uk/car-finance-complaints.

In compliance with Paragraph 17(4) schedule 19 Finance Act 2016, Berry Group Holdco Limited and its direct subsidiaries (Marsh Wall Property Holdings Limited and Marsh Wall Limited, together the Berry Group) consider that the publication of the information below constitutes publication of the Group’s tax strategy for the purposes of Paragraph 16(2) Schedule 19 Finance Act 2016 

This document which has been approved by the board of Directors of Berry Group Holdco Limited, sets out the Group’s approach to conducting its tax affairs and dealing with tax risks for the year ending 31 December 2024.  

All references to Tax are assumed to include all forms of direct and indirect taxation paid by the Group including VAT, Corporation Tax, SDLT, and all Payroll taxes. 

This tax strategy applies to all entities within the Berry Group. It applies to all directors and employees whose actions or responsibilities impact upon the management of Taxation. 

The Berry Group is committed to: 

• Following all applicable laws and regulations relating to its tax activities.
• Maintaining an open and honest relationship with the tax authorities based on collaboration and integrity.
• Ensuring that the tax strategy adopted is consistent with the Group’s overall strategy, which is risk averse. Commercial needs will not override compliance with applicable laws.
• Applying care and diligence in our management of tax risks, ensuring that our tax governance is appropriate and decisions are taken at an appropriate level.
• Using incentives and reliefs to minimise the tax cost of conducting our business while ensuring that these reliefs are not used for purposes which are knowingly contradictory to the intent of the legislation.

Tax Governance 

The group is committed to applying diligence and care in our tax management processes and procedures and ensuring that tax governance is appropriate, with accountability for the tax strategy resting with the Board of Directors. The delivery of the strategy and the overall responsibility rests with the Finance Director who holds the role of Senior Accounting Officer. 

Our tax strategy and policies require that our dealerships fully comply with all appropriate UK tax law. 

Risk management 

Berry Group utilises Accounting and payroll software that are typically industry standard and are recognised by HM Revenue and Customs. 

Where there is uncertainty in how the relevant tax law should be applied, we seek external advice from our tax, accounting, property and legal advisors. All of which we ensure qualified, respected and reputable firms which are suitably experienced to provide us with the required level of professionalism. 

Risk assessments will be made for all significant business transaction, acquisitions, disposals, changes in structure or for any new process implemented which may affect tax compliance. 

Risk assessments will include: 

• Description of the issue;
• A cost/benefit analysis all financial and non financial costs and benefits;
• Assessment of the likelihood of the risk materializing;
• Actions to further minimise the risk;
• Recommendations.

Tax planning 

The Group has clearly defined lines of responsibility for its tax affairs, with decisions being taken in line with the Group’s tax authority thresholds, ensuring that they are taken at an appropriate level. 

The group does not undertake any tax planning which HM Revenue and customs consider to be aggressive and the group is not involved in the implementation of any schemes which are notifiable under the Disclosure of Tax Avoidance Schemes (DOTAS) legislation. 

The tax strategy and policies are reviewed on an on-going basis by the Board of Directors. Tax strategy and policy issues and/or any changes in HMRC legislation from the UK government budgets, are monitored and assessed on a case by case basis by the Group Finance Director and her team. 

Approach towards dealings with HMRC 

The Group is committed to the principles of openness and transparency in its approach to dealing with HMRC, and in particular the Group commits to: 

• Adopt open, honest and collaborative professional relationships at all times with HMRC.
• Engage in full, open and early dialogue with HMRC to discuss tax planning, strategy, risks and significant transactions.
• Make fair, accurate and timely disclosure in correspondence and returns, and respond to queries and information requests in a timely fashion.
• Seek to resolve issues with HMRC in real time and before returns are filed if possible, and where disagreements arise work with HMRC to resolve issues by agreement where possible.
• Be open and transparent about decision-making, governance and tax planning.
• Reasonably believe that transactions are structured to give a tax result which is not inconsistent with the economic consequences (unless specific legislation anticipates that result), nor contrary to the intentions of Parliament.
• Interpret the relevant laws in a reasonable way, and ensure transactions are structured consistently with a co-operative relationship.

On behalf of the Berry Group 

Deborah Lowles 

Senior Accounting Officer 

March 2025