REGISTERED NUMBER: 14937974 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST JANUARY 2025

FOR

CHARLES TRENT HOLDCO 1 LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

6

Consolidated Statement of Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Company Cash Flow Statement

16

Notes to the Cash Flow Statements

17

Notes to the Consolidated Financial Statements

19

DIRECTORS:

Mrs C Trent

J Trent

M J Trent

Mrs M Trent

N Trent

Mrs S D Trent

REGISTERED OFFICE:

43 Richmond Hill

Bournemouth

BH2 6LR

REGISTERED NUMBER:

14937974 (England and Wales)

AUDITORS:

Cook & Partners Limited

Statutory Auditor

Manufactory House

Bell Lane

Hertford

Hertfordshire

SG14 1BP

The directors present their strategic report of the company and the group for the year ended 31st January 2025.

REVIEW OF BUSINESS

The ultimate parent of the group Charles Trent Holdco 1 Limited and parent Charles Trent Holdings Limited have no material income or costs.

Review of Business: Charles Trent Oldco Limited (formerly Charles Trent Limited)

The company has been dormant for this financial year after the transfer of trade last year.

Review of Business: Charles Trent Limited (formerly Charles Trent Newco Limited)

The last two years have been focused on investment and transformation rather than profitability. Significant investment has been made in the business which will show in years to come. Transitioning from a traditional vehicle recycler to a reverse production and technology-led business, one of only two of its kind globally, has been a costly but deliberate climb. What we now have is a unique, proven model built on hard-won IP, digitised workflows, and embedded systems ready for scale.

What We’ve Learned

This journey wasn’t just about changing what we do it changed how we think. We’ve engineered a complete operational reset, where process, technology, and data now drive value extraction from vehicles in a way the traditional model never could. The learning curve was steep: integrating automation, digitising workflows, and building a system capable of replicable efficiency and scale. But these lessons have now been learnt and efficiencies follow.

Why It Was Worth It

The investment both financial and human has laid the foundations for long-term advantage. We now operate with a data-first mindset, backed by systems that give us visibility, precision, and control. This transformation enables us to unlock value per vehicle at a rate that competitors, bound by legacy models, simply can’t reach.

Where We Stand

We’ve created more than a new operating model we’ve built a platform. One that’s not only commercially scalable but also extremely difficult to copy. With IP embedded across process, technology, and culture, we’ve raised the bar for what vehicle recovery and recycling can be. The next chapter is about acceleration and growth with profitability and positive cash flows now forecast for the next twelve months.

Review of Business: Charles Trent Property Limited

Charles Trent Property Limited is a standalone property investment company. During the year, the fair value of the property portfolio increased from £14.8 million to £25.0 million, reflecting both market movements and the revaluation of certain assets at fair value when designated as Investment properties after a group restructuring. The portfolio remains fully let under long-term lease arrangements, except for one property which has expired but is let on a short-term agreement. This property forms part of a planned development, for which planning permission for a Lidl food store has now been granted.

The directors consider company performance for the year to be satisfactory in light of current market conditions.

PRINCIPAL RISKS AND UNCERTAINTIES

Charles Trent Limited / Charles Trent Oldco Limited

It has been deemed that the following items listed below are the principal risks and uncertainties looking forwards:

Scrap commodity prices

Salvage returns can be affected by used car prices/ fixed price contracts

Cost of fuel

Wage costs

Staffing

Energy prices

Charles Trent Property Limited

Interest rate risk

The risk of interest rates increasing could result in loss of rental income and increased bank loan repayments. Currently all rental income is received up to date. Charles Trent Limited is responsible for a large portion of rental income therefore the directors do not deem this risk to be material.

Liquidity risk

The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.

Impairment risk

The company uses the cost model for valuing property, plant and equipment, therefore a price drop in the property market could create an impairment risk on the valuation of assets. In the year one property was independently revalued at substantially higher than the carrying value therefore the directors do not deem this risk to be material.

FUTURE PLANS

Future Plans: Charles Trent Oldco Limited (formerly Charles Trent Limited)

The company is expected to remain dormant for the foreseeable future.

Future Plans: Charles Trent Limited (formerly Charles Trent Newco Limited)

2025 marks the beginning of the scale phase the point where investment meets return. After two intense years of transformation, development, and refinement, we now move into execution. This is the year we prove not only that the model works, but that it delivers exceptional commercial and operational value.

We’re no longer testing or learning we are deploying. The infrastructure is in place. The systems are live. The team is ready. With every vehicle processed, we’re generating cleaner data, greater margin, and stronger commercial insight.

Our focus for 2025 is simple but critical:

>Scale throughput with precision

>Expand margin through system optimisation

>Demonstrate model superiority against legacy operators

>Position the platform for regional and national replication

This is not just growth that is targeted, it’s controlled, intelligent scale. We now have a platform, a playbook, and the confidence to execute both.

Future Plans: Charles Trent Property Limited

Property remains a key strategic asset class for the wider group. The company will continue to evaluate opportunities to acquire, dispose of, or redevelop properties to enhance the long-term value of the portfolio.

ON BEHALF OF THE BOARD:

M J Trent - Director

30th July 2025

The directors present their report with the financial statements of the company and the group for the year ended 31st January 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31st January 2025.

DIRECTORS

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

Mrs C Trent

J Trent

M J Trent

Mrs M Trent

N Trent

Mrs S D Trent

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;

-	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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Cook & Partners Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M J Trent - Director

30th July 2025

Opinion

We have audited the financial statements of Charles Trent Holdco 1 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st January 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement, Company Cash Flow Statement and Notes to the Cash Flow Statements, 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 31st January 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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:

Explanation as to what extent the audit was considered capable of detecting irregularities, including Fraud.

Irregularities, including fraud, are instances of non-compliance with laws and regulations.

We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

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

Auditors approach to assessing the risks of material misstatement due to irregularities, including fraud.

Our approach was as follows:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity. The following laws and regulations are considered to be significant to the entity:

-Financial reporting Standard 102

-Companies Act 2006

-UK General Data Protection Regulation

-Environmental Agency

We assessed the risks of material misstatement in respect of fraud as follows:

-Discussed the risk of material misstatement due to irregularities, including fraud with management at the planning stage to confirm that risks had been adequately identified and that the controls in place are sufficient for the size and nature of the business to reduce those risks to an acceptably low level.

-Undertook an initial analytical review of the financial statements to identify any potentially unusual or unexpected relationships or high risk audit areas.

-Completed a risk assessment checklist to aid in the identification of Risks for a company of this size and nature.

-We considered the risk of fraud through management override of controls, a common risk in a company of this size and nature, in response; we incorporated testing of manual journal entries into our audit approach and undertook a purely substantive approach to the audit with no reliance placed on controls.

-Accounting policies were reviewed at the planning stage to identify any subjective measurements or complex transactions where management would have the potential to show bias.

-Ensured all in the audit team are aware of the risks identified and particular areas that were susceptible to misstatement and during the audit planning meeting.

-Throughout the audit additional substantive testing was undertaken in areas where there was perceived to be a medium or high risk of misstatement.

-Audit testing was undertaken in a manner that was unpredictable in nature, selection and timing when compared to previous years work.

-The engagement Partners final review of the audit file and financial statements included a detailed review of all areas of medium or high risk identified at the planning stage of the audit.

Based on the results of our risk assessment we designed our audit procedures to identify non-compliance with such laws and regulations identified above:

-Financial reporting Standard 102, Companies Act 2006 and UK General Data Protection Regulation. The audit team all have a good understanding of the requirements under these laws and regulations common to most trading businesses and were alert throughout the audit to any potential instances of non-compliance.

-Further, at both the planning and completion stage of the audit enquiries where made of management any known instances of fraud or non-compliance with laws and regulations

-These representations were corroborated where possible through the review of board minutes. No contradictory evidence was noted.

We consider that the work detailed above has ensured that the likelihood of detection of irregularities including fraud is considered to be high both at management level and during our audit approach. It is however worth noting that there is an inherent difficulty in detecting irregularities and there is no guarantee that all irregularities have been identified.

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

Use of our report

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

Jeffrey Oliver (Senior Statutory Auditor)

for and on behalf of Cook & Partners Limited

Statutory Auditor

Manufactory House

Bell Lane

Hertford

Hertfordshire

SG14 1BP

30th July 2025

TURNOVER

43,523,492

46,398,812

Cost of sales

33,850,300

37,947,149

GROSS PROFIT

9,673,192

8,451,663

Administrative expenses

9,876,377

9,043,164

(203,185

)

(591,501

)

Other operating income

978,984

89,815

OPERATING PROFIT/(LOSS)

4

775,799

(501,686

)

Interest receivable and similar income

10,522

1,742

786,321

(499,944

)

Gain/loss on revaluation of investment property

10,442,018

(113,599

)

11,228,339

(613,543

)

Interest payable and similar expenses

5

1,282,737

748,469

PROFIT/(LOSS) BEFORE TAXATION

9,945,602

(1,362,012

)

Tax on profit/(loss)

6

2,152,148

(268,603

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

7,793,454

(1,093,409

)

OTHER COMPREHENSIVE INCOME

-

3

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

3

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

7,793,454

(1,093,406

)

Profit/(loss) attributable to:

Owners of the parent

7,793,454

(1,093,409

)

Total comprehensive income attributable to:

Owners of the parent

7,793,454

(1,093,406

)

FIXED ASSETS

Intangible assets

8

-

190,390

Tangible assets

9

-

19,973,052

Investments

10

-

-

Investment property

11

25,229,755

2,443,350

25,229,755

22,606,792

CURRENT ASSETS

Stocks

12

-

4,246,946

Debtors

13

2,623,737

1,087,182

Cash at bank and in hand

8,776

126,499

2,632,513

5,460,627

CREDITORS

Amounts falling due within one year

14

2,159,840

9,539,083

NET CURRENT ASSETS/(LIABILITIES)

472,673

(4,078,456

)

TOTAL ASSETS LESS CURRENT LIABILITIES

25,702,428

18,528,336

CREDITORS

Amounts falling due after more than one year

15

(6,835,384

)

(9,520,353

)

PROVISIONS FOR LIABILITIES

19

(2,596,609

)

-

NET ASSETS

16,270,435

9,007,983

CAPITAL AND RESERVES

Called up share capital

20

9,720,000

72

Capital redemption reserve

21

-

3

Merger reserve

21

(9,770,911

)

28

Retained earnings

21

16,321,346

9,007,880

SHAREHOLDERS' FUNDS

16,270,435

9,007,983

The financial statements were approved by the Board of Directors and authorised for issue on 30th July 2025 and were signed on its behalf by:

M J Trent - Director

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

-

-

Investments

10

9,771,114

-

Investment property

11

-

-

9,771,114

-

CURRENT ASSETS

Debtors

13

1

1

CREDITORS

Amounts falling due within one year

14

51,015

-

NET CURRENT (LIABILITIES)/ASSETS

(51,014

)

1

TOTAL ASSETS LESS CURRENT LIABILITIES

9,720,100

1

CAPITAL AND RESERVES

Called up share capital

20

9,720,000

1

Retained earnings

21

100

-

SHAREHOLDERS' FUNDS

9,720,100

1

Company's profit for the financial year

100

-

The financial statements were approved by the Board of Directors and authorised for issue on 30th July 2025 and were signed on its behalf by:

M J Trent - Director

Called up

Capital

share

Retained

redemption

Merger

Total

capital

earnings

reserve

reserve

equity

£

£

£

£

£

Balance at 1st February 2023

75

10,101,289

-

28

10,101,392

Changes in equity

Issue of share capital

(3

)

-

-

-

(3

)

Total comprehensive income

-

(1,093,409

)

3

-

(1,093,406

)

Balance at 31st January 2024

72

9,007,880

3

28

9,007,983

Changes in equity

Issue of share capital

9,719,928

-

-

-

9,719,928

Total comprehensive income

-

7,793,454

-

-

7,793,454

Merger in year

-

-

(3

)

(10,250,927

)

(10,250,930

)

Transfers between funds

-

(479,988

)

-

479,988

-

Balance at 31st January 2025

9,720,000

16,321,346

-

(9,770,911

)

16,270,435

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

1

-

1

Balance at 31st January 2024

1

-

1

Changes in equity

Issue of share capital

9,719,999

-

9,719,999

Total comprehensive income

-

100

100

Balance at 31st January 2025

9,720,000

100

9,720,100

Cash flows from operating activities

Cash generated from operations

1

(728,514

)

1,187,422

Interest paid

(1,298,025

)

(761,839

)

Tax paid

21,307

-

Net cash from operating activities

(2,005,232

)

425,583

Cash flows from investing activities

Purchase of intangible fixed assets

(88,065

)

(3,000

)

Purchase of tangible fixed assets

(759,560

)

(1,535,782

)

Purchase of investment property

-

(13,599

)

Sale of tangible fixed assets

125,099

195,532

Sale of investment property

1,771,252

603,094

Interest received

10,522

1,742

Net cash from investing activities

1,059,248

(752,013

)

Cash flows from financing activities

New loans in year

800,000

-

Loan repayments in year

(891,866

)

(820,474

)

New hire purchase in year

497,296

561,592

Capital repayments in year

(896,615

)

(1,090,838

)

Amount introduced by directors

108,759

-

Amount withdrawn by directors

-

(194,180

)

Overdraft transferred on disposal

3,921,226

-

Net cash from financing activities

3,538,800

(1,543,900

)

Increase/(decrease) in cash and cash equivalents

2,592,816

(1,870,330

)

Cash and cash equivalents at beginning of year

2

(2,584,040

)

(713,710

)

Cash and cash equivalents at end of year

2

8,776

(2,584,040

)

Cash flows from operating activities

Cash generated from operations

1

-

(1

)

Net cash from operating activities

-

(1

)

Cash flows from investing activities

Purchase of fixed asset investments

(51,015

)

-

Net cash from investing activities

(51,015

)

-

Cash flows from financing activities

Share issue

-

1

Intercompany loan movements

51,015

-

Net cash from financing activities

51,015

1

Increase in cash and cash equivalents

-

-

Cash and cash equivalents at beginning of year

2

-

-

Cash and cash equivalents at end of year

2

-

-

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Group

2025

2024

£

£

Profit/(loss) before taxation

9,945,602

(1,362,012

)

Depreciation charges

1,580,089

2,062,328

Profit on disposal of fixed assets

(1,047,029

)

(224,830

)

(Gain)/loss on revaluation of fixed assets

(10,442,018

)

113,599

Stamp duty costs

(51,015

)

-

Finance costs

1,282,737

748,469

Finance income

(10,522

)

(1,742

)

1,257,844

1,335,812

Increase in stocks

(1,564,651

)

(1,965,196

)

(Increase)/decrease in trade and other debtors

(1,227,475

)

607,483

Increase in trade and other creditors

805,768

1,209,323

Cash generated from operations

(728,514

)

1,187,422

Company

2025

2024

£

£

Profit before taxation

100

-

Finance income

(100

)

-

Increase in trade and other debtors

-

(1

)

Cash generated from operations

-

(1

)

2.	CASH AND CASH EQUIVALENTS

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

Group

Company

Year ended 31st January 2025

31.1.25

1.2.24

31.1.25

1.2.24

£

£

£

£

Cash and cash equivalents

8,776

126,499

-

-

Bank overdrafts

-

(2,710,539

)

-

-

8,776

(2,584,040

)

-

-

Year ended 31st January 2024

31.1.24

1.2.23

31.1.24

1.2.23

£

£

£

£

Cash and cash equivalents

126,499

62,528

-

-

Bank overdrafts

(2,710,539

)

(776,238

)

-

-

(2,584,040

)

(713,710

)

-

-