REGISTERED NUMBER: 09856196 (England and Wales)

MORRIS COMMERCIAL LTD

REPORT OF THE DIRECTORS AND

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Report of the Directors

2

Balance Sheet

8

Notes to the Financial Statements

10

DIRECTORS:

Agile Impact Capital Ltd

A M T Currie

Dr Q Li

J C Miles

REGISTERED OFFICE:

Eco Campus Station Road

Hinton-On-The-Green

Evesham

WR11 2QU

REGISTERED NUMBER:

09856196 (England and Wales)

ACCOUNTANTS:

UHY Hacker Young (Birmingham) LLP

9-11 Vittoria Street

Birmingham

B1 3ND

Morris Commercial Ltd, www.morris-commercial.com, is a UK-based automotive design, engineering and manufacturing start-up with innovation as its core value and its vision of creating desirable carbon neutral transport. Morris Commercial set to revive the historic British icon Morris Commercial with state of art technology, zero emission, carbon neutral over life cycle and completely newly engineered vehicles with the timeless iconic original Morris Commercial design heritage and beautiful British craftmanship.

As a result of several years' dedication and tireless effort by Team Morris, Morris Commercial successfully unveiled its very first vehicle, the stunning all new, battery electric, light commercial vehicle, the Morris JE, in November 2019 at the London Design Museum. This is the first Morris vehicle unveiled in over 50 years. The beautiful, quintessential British vehicle - the Morris JE, immediately received worldwide acclaim.

2020 was an extremely difficult year with COVID and lockdown. Regardless of all of these, the Morris Team carried on engineering activities despite most of the suppliers being closed.

During spring, summer and autumn of 2021, our very first fully battery electric Morris JE vehicle, a van for the 21st century with style, charm and charisma of the famous 1950's Morris J type van, has been on C4 and BBC TV shows with very well-known presenters. It went on an incredible mission with the BBC "Travel Show", travelling to the four nations of the United Kingdom, from the Outer Hebrides, through the Highlands, the York Moors and Dales, the Brecon Beacons to the Giants Causeway promoting the opening-up of hospitality and tourism after the pandemic. Wherever it travelled, it brought smiles and happiness to the public. Our Morris JE even then travelled to Southern Ireland. The program was seen by over 100million people across the world. Our Morris JE van was crowned by BBC as the star of their 2021 show. As BBC presenter Rajan Datar stated in the Best of 2021 programme, that "….in 2021, there is no doubt that the star of the show was a little blue van"!

The company has continued the engineering and innovation throughout the very difficult past three years of COVID and supply chain challenges and has completed many critical innovations. Substantial funding and resources have been invested to bring the Morris JE from an incredible concept to production reality. The first engineering prototype with off tool ultralight recycled carbon fibre body and lightweight skateboard aluminium chassis was completed in September 2022, marking a very significant milestone for the project and a huge step closer to production. The vehicle is the first ever van that has a fully recycled carbon fibre monocoque body. The vehicle was first debuted on the Niche Vehicle Network Stand at the industry-led LCV Show (Low Carbon Vehicle Show) in September 2022. It attracted visitors, exhibitors and even the transit bus drivers and became the "must see" product at the show. The engineering prototype, known as the "Pink Van", has been since on many TV and You Tube shows such as the German state-owned station, Deutsch Welle. The program on Later Brake Show by Johnny Smith has attracted 1.7million viewers and over 35,000 likes across the world. Boasting class leading performance and range, the JE has an unparalleled combination of a 1 ton payload and 6 m3 carrying capacity at a 2.5 ton GVW, and a driving range of up to 250 miles. This remarkable vehicle is also packed with safety, technology and comfort features such as side and rear vision cameras, infotainment system and a beautifully crafted interior.

March 2023 marked another major milestone as the company completed a significant funding round bringing new investment to the project alongside the capital secured from investors since the project was first announced in 2019. Capital for Colleagues (C4C), a listed investment vehicle focused on opportunities in the Employee-Owned Business ('EOB') sector, led this funding round and invested alongside substantial investments from C4C co-investors Bill Ainscough and TJ Morris Limited. Morris Commercial's current shareholders have also made sizable further investments. The CEO of Capital for Colleagues, Alistair Currie has joined the board of Morris Commercial as a non-executive director.

Following the investment, an Employee Ownership Trust (EOT), to which shares with considerable value have been gifted by both the original shareholders and incoming investors, has been set up. All Morris Commercial employees who passed probation period has been awarded shares and become the shareholder of the company. Effort in the past 15 months has been focused on focus on accelerating R&D, engineering validation, certification, and productisation, forming and strengthening its partnerships with core suppliers and establishing the company's production facilities.

In 2024, the Morris JE was selected by People's Postcode Lottery for their "Delivering Good News" TV Campaign. The Advertisement went on many channels on TV in PPL's colour and livery and has been seen by millions, giving the Morris JE further significant exposure. PPL also used the vehicle for its charity cheque deliveries and major jackpot win events, becoming a fixture of the organisation. This activity continues in 2025.

Morris JE product verification has suffered some set backs in 2024 and early 2025, with some of its main European and UK suppliers experiencing financial difficulties forcing Morris to re source some key components thereby delaying the completion of the final prototypes for certification. In early 2025, one of its major suppliers, Prodrives Composite went into liquidation. Morris Commercial and Prodrive Composites had worked as partners in the innovation of using recycled carbon fibre for its body construction since 2020. The parties continued collaboration and joint development since with Prodrive being the major supplier for most of the Morris JE body components. To secure the supply and the technology, Morris Commercial acquired all assets of ex-Prodrive Composites in April 25 and now plans to produce most of the Morris JE body parts and assembly in house.

At the beginning this year, Prof. John Miles joined the Board as a non-executive Chairman, further strengthening the management and the board's composition.

With the above steps, the product launch is now planned for later in 2026. The Morris JE is an all-new approach to electric light commercial vehicles. With a state-of-the-art lithium-ion battery powertrain, featuring a modular lightweight skateboard chassis and recycled carbon fibre monocoque body construction, the Morris JE is a unique proposition. Its technically advanced engineering and highly distinctive styling takes the original, iconic Morris J-type van as its inspiration. There is nothing else like a new Morris JE, making it a compelling and welcome new entrant into the LCV market.

The History

The original Morris J type was launched in 1948 in Earls Court London alongside the famous Morris Minor, the first British car to reach 1million sales. The J-type is one of the most iconic commercial vehicles in British history. Not only did it look unique, it played an important role in post-war Britain. It was the van that was used by large and small businesses alike and was a distinctive vehicle seen on every street in Britain for many years. Like the Mini, the Morris Minor and the Land Rover Defender, it's one of relatively few truly iconic post-war British automotive designs. It is a triumph of aesthetic and practical design and created a ground-breaking volume-to-footprint ratio. Many iconic brands used the original J-type vans, including Cadbury, Carlsberg, Dunlop, John Lewis, OXO, Pickfords, Royal Mail and Walls, to name a few. The original J-types were also exported to over 20 countries with a CKD assembly plant set up in Australia.

Technology and Innovation

The new Morris JE boasts a state-of-the-art, fully electric powertrain, a lightweight modular skateboard chassis purposely design for EV light commercial vehicle with battery pack form part of the chassis. It has an ultra-lightweight fully recycled carbon fibre monocoque body, an innovation through two years development, that provides the ultimate result for body strength and integrity, lightweight and sustainability. The unique body and chassis construction and the innovation in the use of materials makes Morris JE one of the lightest LCVs in the marketplace and highly adaptable for future derivatives, such as a pickup, minibus or camper van. The result is an outstanding power-to-weight efficiency that fully maximises the range of the vehicle, which is expected to be 200 to 250 miles.

In addition to the game changing recycled carbon monocoque body innovation, there are numerous other innovations on the vehicle with some new design and patents in application.

Design and Brand

The Morris JE is not intended to be a replica or a continuation of the original Morris J-type, but a reimagining of the original, iconic design. The original J-type was unapologetically distinctive, with its minimal front overhang, distinctive pear-shaped grille, split front windscreen and swooping roofline. The new JE benefits from many of these core styling attributes in a marriage of retro yet entirely contemporary design for the 21st century. In recent years, attractive van design has been largely neglected in favour of utility and functionality, but now the Morris JE reintroduces exciting design without compromising practicality and functionality.

The vehicle's stunning and distinctive aesthetics will provide a perfect and eye-catching mobile marketing solution for many customers. The JE will be attractive to small boutique businesses that crave individuality, as well as larger corporate fleets. There are numerous luxury and lifestyle brands and businesses that could make significant use of a vehicle such as the Morris JE, where its clear differentiation from other LCVs can be exploited. Obvious examples would include the hospitality industry, the sport and leisure industry, high end manufacturing businesses, the events industry and green logistics.

Performance and Functionality

The Morris JE is an LCV that sits within the 2.5 tonne segment, the lightest sector in the commercial vehicle market. However, it boasts a 1 tonne (1000 kg) payload and 6.5 m³ carrying capacity, which is more typical of vehicles in the larger 3.5 tonne sector. This is achieved through its unique design, construction and use of materials. It will accommodate two standard Euro pallets on the rear loading space. Access is provided via full width rear doors and a sliding side door on the nearside of the vehicle. The vehicle like its processor, the original Morris J Van, has the largest volume carrying capacity to footprint ratio, a feature that is very important to urban transport and delivery services such as Royal Mail where restricted access and manoeuvring often applies. The lightweight construction means that its range is optimised to around 200/250 miles, making the van an exceptionally practical proposition for both private and fleet use.

Sustainability and Social Responsibility

Sustainability is one of the core values of Morris Commercial's corporate vision. Through the past three years, Morris has invested heavily in the design and technology of using recycled carbon fibre in body construction to significantly reduce the CO2 emission of the vehicle manufacturing phase. Morris also aims to source most components from UK and is discussing co-location with its suppliers to reduce CO2 in transport. Further development has been planned to use flax grown locally along with the use of renewable energy for volume production. The combined light weight chassis/body design and construction enable the vehicle to have 25% more carrying capacity than equivalent vehicles and therefore reduce journeys by 25% and significantly reducing the overall energy consumption and therefore carbon footprint.

Morris aims to achieve a carbon neutral status for the whole life cycle of its vehicles. This will be achieved through careful material selection, such as re-cycled carbon fibre and flax for the body, UK sourcing of components, reducing logistics and use of green energy for its manufacture and subsequent customer use.

Market Opportunity

After a century of meeting many of the mobility needs based on fossil fuels, the internal combustion engine (ICE) is now being challenged and will be replaced by ZEVs. With the UK Government banning pure ICE sales by 2030, the demand for electric vehicles is already exceeding available supply. The LCV sector is predicted to grow stronger than other automotive sectors. It is forecast that eLCV annual sales will reach 200,000 in the UK and one million in the wider Europe by 2030.

According to SMMT, the total LCV new registrations reached 355,380 in 2021, a 21% increase from 2020. There are 4.6m vans on the UK road with 3.4m people using or dependant on an LCV for work. LCV.s supports 10% of the UK workforce, delivering a combined wage bill of £56 billion or 10% of the UK GDP. There are however, so far, only 0.3% of the total LCVs on the road that are eLCV.s.

Most of the current eLCV are based on ICE chassis structures, resulting in a largely reduced carrying capacity and limited range. There is an urgent need in the marketplace for eLCVs with good driving range and carrying payload capacities.

To achieve this, the vehicle structure has to be both robust and light weight. Whilst lightweight structures have been well developed over the last 25 years for cars, commercial vehicles have received very little innovation. The Morris JE's combined achievement in payload, volume carrying capacity, driving range and energy efficiency coupled with its robust functionality and high quality provide it with an unrivalled market proposition.

A Bright New Future

The new vehicle takes the DNA and values of a classic design and brings it up to date in a contemporary and technology-focused package. Morris Commercial is entirely committed to an electrified and sustainable zero emissions future. The Morris JE and all future Morris Commercial products will have a strong emphasis on technology, light weighting, quality and beautiful craftmanship, creating an individuality in a market where dull, generic design is the norm. The JE will be hugely appealing to large and small businesses and those seeking a distinctive vehicle that will be noticed and that can provide fantastic promotional opportunities with real-world commercial capabilities. Following the initial unveiling and through the past two years, the Morris JE has received global admiration with online press articles worldwide. It was featured in many top printed presses such as Times, Telegraph and in top magazines such as Top Gear and TV programs such as the BBC's Travel Show, C4's Guy Martin show, Deutsch Welle REV show, The Late Brake Show and so on. It has also received thousands of pre-order registrations as well as enquires from some of the largest and most iconic fleet operators in the UK. The Morris JE simply captures people's imagination.

Forward Plan:

In the following 12 months, Morris Commercial will focus on refining the engineering on the unique modular, lightweight and highly efficient chassis with innovative technologies, the world's first full carbon fibre commercial vehicle body using predominantly recycled carbon fibre material and a complete innovative new manufacturing process and vehicle construction method. It will reinstate composite production capability and produce optimised body. It aims to complete fully off tool production prototypes and undertaking vehicles certification and durability testing aim to start of production later early/middle 2027.

On the sales and marketing front, Morris Commercial will continue promotion activities and is aiming to start the order reservation process Q2/Q3 2026. The volume of sales is anticipated to start with 500 vehicles in 2027/28 rising to 5,000 vehicles per year in 3 years and 10,000 per year in 5 years. Production will be located in the UK with body produced in house.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Agile Impact Capital Ltd

A M T Currie

Dr Q Li

Other changes in directors holding office are as follows:

J C Miles was appointed as a director after 31 December 2024 but prior to the date of this report.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Dr Q Li - Director

26 September 2025

FIXED ASSETS

Intangible assets

4

3,408,300

2,264,389

Tangible assets

5

45,632

45,659

3,453,932

2,310,048

CURRENT ASSETS

Debtors

6

303,584

520,555

Cash at bank and in hand

2,199,180

3,397,769

2,502,764

3,918,324

CREDITORS

Amounts falling due within one year

7

135,577

334,296

NET CURRENT ASSETS

2,367,187

3,584,028

TOTAL ASSETS LESS CURRENT LIABILITIES

5,821,119

5,894,076

CREDITORS

Amounts falling due after more than one year

8

11,872

22,606

NET ASSETS

5,809,247

5,871,470

CAPITAL AND RESERVES

Called up share capital

4,855,720

4,855,720

Share premium

1,309,614

1,309,614

Retained earnings

(356,087

)

(293,864

)

5,809,247

5,871,470

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

Dr Q Li - Director

1.	STATUTORY INFORMATION

Morris Commercial Ltd 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 Company 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 & Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on a going concern basis. In making this assessment, the Directors have considered future projections and are satisfied that the company has adequate resources to continue in operational existence for the foreseeable future.

Turnover

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

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.

Development costs are being amortised evenly over their estimated useful life of nil years.

Tangible fixed assets

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

Computer equipment - 33% on cost

Plant & Machinery - 33% on cost

Motor Vehicles - 20% on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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 company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 14 (2023 - 11 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2024

2,264,389

Additions

1,143,911

At 31 December 2024

3,408,300

NET BOOK VALUE

At 31 December 2024

3,408,300

At 31 December 2023

2,264,389

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

75,681

Additions

22,864

At 31 December 2024

98,545

DEPRECIATION

At 1 January 2024

30,022

Charge for year

22,891

At 31 December 2024

52,913

NET BOOK VALUE

At 31 December 2024

45,632

At 31 December 2023

45,659

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

6,462

6,384

Other debtors

297,122

514,171

303,584

520,555

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Bank loans and overdrafts

9,458

9,458

Trade creditors

71,112

263,489

Taxation and social security

16,817

41,053

Other creditors

38,190

20,296

135,577

334,296

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Bank loans

11,872

22,606

9.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

66,000

66,000

Between one and five years

145,750

211,750

211,750

277,750