The directors present their annual report and financial statements for the year ended 31 December 2025.

Nextgear Capital UK Stock Funding Limited ('the Company') has taken advantage of the small companies exemption under section 414A of the Companies Act 2006 to not prepare a strategic report.

The Company, a private company with limited liability, was established as a special purpose vehicle. As part of a securitisation transaction, the Company raised funding by the issuance of senior variable funding notes (VFN) to each conduit purchaser or its related committed purchaser, in accordance with a senior VFN purchase deed.

The Company also has an Inter-Company Loan facility (the “Inter-Company Loan”) with NextGear Capital UK Limited from which the Company can draw down funds. The Company used the proceeds from the issuance of the VFNs and the loan facility to acquire from NextGear Capital UK Limited (the “Originator” and the “Seller”) the rights, title, benefit and interest in a pool of receivables (the “Receivables” and the “Loan”), in accordance with the receivables purchase agreement. The Receivables are claims and rights of the Seller against the related dealer under the applicable NextGear used vehicle purchase and stocking agreement originated by the Seller.

The principal amount outstanding of the VFNs may be increased or decreased in accordance with the terms of the Purchase Deed. VFNs can be issued at a minimum of £100,000 or €100,000 at a time. In addition, NextGear Capital UK Limited will make funds available from time to time to the Company to enable the Company to finance the acquisition of additional Receivables.

The Company may use the principal redemptions received on the Receivables to purchase, subject to certain conditions, further eligible Receivables from the Seller, rather than to repay the principal on the outstanding VFNs.

The purchase of the Receivables by the Company from the Seller, has not been recognised on the balance sheet of the Company since the sale by the Seller fails the de-recognition criteria of FRS 102 in the Seller’s financial statements and therefore these Receivables remain on the balance sheet of the Seller. The cash paid by the Company for the purchase of the Receivables is therefore classified as a deemed loan to the Originator (the “Loan”) on the balance sheet of the Company.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Looking forwards, the Directors believe the company will continue to serve its purpose within the Group to which it is a member.

The auditor, Deloitte LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The terms of the VFN agreement are continually renewed and the VFNs scheduled facility termination date has been extended to 15 July 2027 per the agreement on the 1 August 2025. The directors also note that due to the limited recourse nature of the VFNs, the Company’s ability to pay amounts due on the VFNs are, in substance, limited to the application of the receipts from the receivables under the terms of the priority of payments as set out in the terms and conditions of the VFNs.

It is the intention of the directors for the Company to continue operations until such a time as the amounts due from the receivables have been fully realised. Ultimately, due to the limited recourse nature of the VFNs, any shortfall in the proceeds of the receivables will be a risk to the holders of those VFNs. Management additionally obtained a letter of support from parent company Cox Enterprises, Inc. covering a period until renewal of the facility, whereby it will ensure the Company meets its liabilities as they fall due. Management performed an assessment of the ability of Cox Enterprises, Inc. to provide the letter of support and concluded it to be reliable.

In the event that the VFN facility did not cover all liabilities or was not renewed in the future, Nextgear Capital UK Limited ('NGC') would be required to provide funding in line with the agreements in place. The Directors have reviewed the facilities available to NextGear Capital UK Limited as disclosed in their financial statements and are happy that this obligation could be met if required.

Overall, the Directors are satisfied that the Company retains sufficient committed funding and cash resources to meet its liabilities as they fall due for at least 12 months from the date of signing this Annual Report and Financial Statements and therefore adopting the going concern assumption remains appropriate.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

The directors are responsible for preparing the annual report 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), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. 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 of the profit or loss of the company 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 UK Accounting Standards have been followed; and

• 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

In our opinion the financial statements of NextGear Capital UK Stock Funding Limited (the ‘company’):

• give a true and fair view of the state of the company’s affairs as at 31 December 2025 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; and

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

We have audited the financial statements which comprise:

• the profit and loss account;

• the balance sheet; and

• the related notes 1 to 11.

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).

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 auditor’s responsibilities for the audit of the financial statements section of our report.

We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (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 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 other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.

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.

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 course of 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.

As explained more fully in the directors’ responsibilities statement, 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 is 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor’s 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 an auditor’s report 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.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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.

We considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector.

We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:

• had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act and tax legislation; and

• did not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty. These included health and safety, employment legislation, money laundering regulations and Bribery Act.

We discussed among the audit engagement team, including​ relevant internal specialists, regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

As a result of performing the above, we identified the greatest potential for fraud in the following areas, and our procedures performed to address it are described below:

The provision in respect of impairment losses in relation to debtors includes assumptions and methodology requiring significant judgement and involved complex calculations, and therefore there is potential for management bias. The provision in respect of impairment losses is in relation to the intercompany loan with NextGear Capital UK Limited who in turn collect loans from individual dealers. In response, we:

• involved our loan loss provision specialists to support our audit of the assumptions and methodology applied; and

• reviewed level of historical and post year end write-offs made by NextGear Capital UK Limited for contradictory evidence.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

• reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

• enquiring of management and external legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

• reading minutes of meetings of those charged with governance.

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 strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.

Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:

• adequate accounting records have not been kept​, or returns adequate for our audit have not been received from branches not visited by us; or

• the​ 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.

We have nothing to report in respect of these matters.

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 an auditor’s report 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.

The profit and loss account has been prepared on the basis that all operations are continuing operations. There are no items of other comprehensive income to state.

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

Nextgear Capital UK Stock Funding Limited is a private company limited by shares incorporated in the United Kingdom and registered in England and Wales. The registered office is 5 Churchill Place, 10 Floor, London, United Kingdom, E14 5HU.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. Exemption was taken in relation to director's remuneration disclosure.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Nextgear Capital UK Limited. These consolidated financial statements are available from its registered office, Nextgear House Kingsfield Court, Chester Business Park, Chester, United Kingdom, CH4 9RE.

The terms of the VFN agreement are continually renewed and the VFNs scheduled facility termination date has been extended to 15 July 2027 per the agreement on the 1 August 2025. The directors also note that due to the limited recourse nature of the VFNs, the Company’s ability to pay amounts due on the VFNs are, in substance, limited to the application of the receipts from the receivables under the terms of the priority of payments as set out in the terms and conditions of the VFNs. true

It is the intention of the directors for the Company to continue operations until such a time as the amounts due from the receivables have been fully realised. Ultimately, due to the limited recourse nature of the VFNs, any shortfall in the proceeds of the receivables will be a risk to the holders of those VFNs.

In the event that the VFN facility did not cover all liabilities or was not renewed in the future, Nextgear Capital UK Limited ('NGC') would be required to provide funding in line with the agreements in place. The Directors have reviewed the facilities available to NextGear Capital UK Limited as disclosed in their financial statements and are happy that this obligation could be met if required.

Overall, the Directors are satisfied that the Company retains sufficient committed funding and cash resources to meet its liabilities as they fall due for at least 12 months from the date of signing this Annual Report and Financial Statements and therefore adopting the going concern assumption remains appropriate.

Other operating income relates to recovered debt balances which had previously been written off.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Debt receivable instruments are subsequently carried at amortised cost, using the effective interest rate method. Any impairment losses are recognised if the carrying amount of the debt exceeds the recoverable amount.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The level of potential credit losses on the Loan is uncertain and could depend on a number of micro and macro-economic factors that may affect repayment conditions and the value of the underlying collateral. The Company assesses impairment provisions based on historical and incurred loss experience and will calculate and recognise impairment when there is objective evidence of an impairment event having occurred, for example a missed repayment, in line with the stated accounting policy on impairment.

Management have reviewed the impairment provision estimates and risk factor considerations in 2025. This has resulted in the provision for impairment as a proportion of loans valued at amortised decreasing to 1.27% (2024: 1.30%). Management notes an increase from 1.27% to 1.5% would lead to a change of £0.4m in provision for impairment.

The value of loan receivable net of provision is included within note 7.

The Company has considered areas of judgement and sources of estimation uncertainty that have the most significant effect on the amounts recognised in the financial statements.

Management consider there to be no other critical sources of accounting judgements and key sources of estimation uncertainty to the business in the current or preceding year.

The Company has no employees (2024: nil) and services required are contracted from third parties.

During the year, fees of £12,102 (2024: £26,448) were payable to CSC Global for the provision of corporate administration to the Company; which included the provision of the Directors.

There are no reconciling differences between the tax rate and tax charge.

Factors affecting the Company tax charge for the year

For UK corporation tax purposes, the Company has been considered as a Securitisation Company under the ‘Taxation of Securitisation Companies Regulations 2006 (SI 2006/3296)’. Therefore, the Company is not required to pay corporation tax on its accounting profit or loss. Instead, the Company is required to pay tax on its retained profits as specified in the documentation governing the transaction. In accordance with the prospectus, the Company is expected to retain an amount of £1,000 per IPD.

The standard rate of UK Corporation Tax applied to reported profit is 25% (2024: 25%). All deferred tax balances as at 31 December 2025 have been calculated at 25% (2024: 25%).

Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions the Company’s Ultimate Parent Entity (“UPE”), Cox Enterprises, Inc., operates, including the UK. The legislation is effective for the UPE’s fiscal year beginning 1 January 2024, and the applciable Pillar 2 tax filings and payments become due starting 30 June 2026. The UPE is in scope of the enacted or substantively enacted legislation and has assessed an immaterial impact for the fiscal year ending 31 December 2025.

The facility is a secured receivables-backed funding arrangement. Security extends to trust property (including seller account balances) as part of a broader security package. Interest is charged at SONIA plus 2%.

The loan is repayable at maturity or upon specified termination or amortisation events.

Due to the short-term nature of the financial liabilities included in this note they are held at undiscounted cost, are repayable on demand and are unsecured. No interest is charged on the amounts owed to group undertakings.

Please see note 9 for more detail of the bank loan.

The loan balance relates to variable funding notes ('VFNs') issued by Royal Bank of Canada ('RBC') against a debt facility secured by fixed charges over the vehicles for which funding is obtained.

The maximum borrowing facility available to the Group is £175.0m with a sub limit of €72.0m (c. £62.6m) for Euro currency borrowing. The facility limits are currently split £144.7m Sterling currency and €34.9m (c. £30.3m) in Euro currency. Interest is pegged to SONIA for Sterling borrowing and EURIBOR for Euro borrowing, plus a 2.0% margin.

The facility was due to expire on 5 June 2026, however, the facility was renewed on the 1 August 2025 and now expires on 15 July 2027.

The entire issued share capital of the Company is held on a discretionary trust basis under a share trust deed by the legal parent company, Intertrust Corporate Services Limited, a company registered in England and Wales.

Intertrust Corporate Services Limited is a wholly owned subsidiary of Intertrust Management Limited.

The Company’s ultimate parent company and ultimate controlling party is Cox Enterprises, Inc. The registered office of Cox Enterprises, Inc. is at 251 Little Falls Drive, Wilmington, Delaware 19808, United States of America. The parent undertaking of the largest Company, which includes the Company and for which group financial statements are prepared is Cox Enterprises, Inc. The financial statements of Cox Enterprises, Inc. are not publicly available.

The immediate parent company is NextGear Capital UK Limited. The registered office of NextGear Capital UK Limited is Nextgear House Kingsfield Court, Chester Business Park, Chester, CH4 9RE. The parent undertaking of the smallest Company, which includes the Company and for which group financial statements are prepared, is NextGear Capital UK Limited. Copies of the financial statements of NextGear Capital UK Limited can be obtained from Companies House, Crown Way, Cardiff CF14 3UZ, United Kingdom.