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

During January 2025, GT Group’s ultimate parent company, Knorr-Bremse AG, completed the sale of GT Group Ltd and its subsidiaries, to Regent 2023 Ltd, a wholly owned portfolio company of Rcapital LLP, a private equity investor specialising in acquiring large corporate divestments. Regent 2023 Ltd acquired 100% of the shares in GT Group Ltd.

As a consequence of the sale, GT Group acquired assets from a Knorr-Bremse Indian subsidiary to supply products to the Indian domestic market. A new Indian company, GT Emission Systems (India) Private Limited, registered corporation in India, was incorporated in December 2024 for this purpose. GT Group Ltd owning 99.99% shareholding, whilst its subsidiary, GT Emissions Systems Limited, holding 0.01% ownership.

GT Group Ltd remained a holding entity in 2025 with no trading operations or direct employees. The sole activity during 2025 was to increase investment in the Indian subsidiary to acquire the assets from Knorr-Bremse, and to prepare a new factory site for operation. The total investment at December 31st 2025 was £530k, to support purchasing equipment, factory fit out, staff recruitment and initial working capital. This activity was completed by the end of the year with supply to the customer commencing.

It continues to be sole Shareholder of its UK subsidiary, GT Emissions Systems Ltd, whose results are reflected in its own statements. The operational activities of the trading companies are also included in the separate accounts of those entities.

In Q3 2025, following satisfactory delivery of the objectives set, the ultimate owner confirmed to the Directors an intention to prepare the company for sale. Following this, the Directors put forth a proposal to instead acquire the business via a Management Buy-Out (MBO). Following some short negotiation, this was agreed to and in December 2025, the Directors completed the MBO, acquiring 100% ownership of Regent 2023 Ltd and its subsidiaries.

The results for the year are set out on page 8.

Market, Operational and Financial risks are detailed in the results of the main subsidiary, GT Emissions Systems Ltd.

The Board seeks to meet ethical and corporate social responsibility expectations through its company management systems. This includes ISO 14001 and IATF 16949 achieved during 2025.

Risk control is managed by adherence to the internal procedures and guidelines, including terms of reference approvals set and approved by the Board of Directors.

A dividend of £2.5m was declared at the beginning of 2025 in respect of the initial acquisition from Knorr Bremse.

The directors do not recommend payment of a final dividend for 2025 (2024: £0).

Following the further sale of the group, the new owners have committed to support the ongoing subsidiaries, GT Emissions Systems and GT Emissions Systems (India) as a Centre of Competence for Engine Air systems, giving the company the best chance of enhancing its position in the market, whilst exploring new and developing technologies in tandem with OEM engine manufacturers.

On behalf of the board

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

The principal activity of the company continued to be that of a holding company, including investment into new Indian subsidiary, GT Emissions Systems (India) Private Limited, registered in India.

The results for the year are set out on page 8.

Ordinary dividends of £2.5million were paid in January 2025 to the parent company Regent 2023 Ltd to support the acquisition and initial refinancing of the group.

The directors do not recommend payment of a final dividend.

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

So far as each person who was a director at the date of approval of this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

In December 2025 the Directors of the Group completed a Management Buy-Out (MBO), acquiring 100% of the shares in Regent 2023 Ltd and its subsidiaries.

The trading activities of the group remained within the subsidiary GT Emission Systems Ltd.

To support the business acquisition, forecasts for the periods up to 31 December 2030 were prepared for presenting to investors, and banking institutions to offer terms sheets for finance. With multiple indicative offers received before ultimately proceeding and securing the existing funding, both the debt provider and the management team are satisfied that the company’s projected profitable position for subsequent years was reasonable.

The financial statements have therefore been prepared on a going concern basis.

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). 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, subject to any material departures disclosed and explained in the financial statements; 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.

We have audited the financial statements of G T Group Ltd (the 'company') for the year ended 31 December 2025 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• 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; 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 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 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.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors' report has 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 material misstatements in the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you 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.

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.

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 is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 notes on pages 11 to 16 form part of these financial statements.

G T Group Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 3 Traynor Way, Whitehouse Business Park, Peterlee, County Durham, United Kingdom, SR8 2RU.

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

• inclusion of an explicit and unreserved statement of compliance with IFRS;

• presentation of a statement of cash flows and related notes;

• disclosure of the objectives, policies and processes for managing capital;

• disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;

• the effect of financial instruments on the statement of comprehensive income;

• comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment, intangible assets, investment property and biological assets;

• disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;

• comparative narrative information;

• related party disclosures for transactions with the parent or wholly owned members of the group.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

G T Group Ltd is a wholly owned subsidiary of Regent 2023 Limited and the results of G T Group Ltd are included in the consolidated financial statements of Regent 2023 Limited which are available as set out in note 11. Where required, equivalent disclosures are given in the group accounts of Regent 2023 Limited.

In December 2025 the Directors of the Group completed a Management Buy-Out (MBO), acquiring 100% of the shares in Regent 2023 Ltd and its subsidiaries. true

The trading activities of the group remained within the subsidiary GT Emission Systems Ltd.

To support the business acquisition, forecasts for the periods up to 31 December 2030 were prepared for presenting to investors, and banking institutions to offer terms sheets for finance. With multiple indicative offers received before ultimately proceeding and securing the existing funding, both the debt provider and the management team are satisfied that the company’s projected profitable position for subsequent years was reasonable.

The financial statements have therefore been prepared on a going concern basis.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Impairment provisions for current trade debtors are recognised based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the trade debtors is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade debtors. For trade debtors, which are reported net, such provisions are recorded in a separate provision account with the loss being recognised within cost of sales in the statement of comprehensive income. On confirmation that the trade debtor will not be collectable, the gross carrying value of the asset is written off against the associated provision.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

Basic financial liabilities, including trade and other payables, bank loans and loans from fellow group companies, 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.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the group 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.

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.

Estimates in relation to the value of investments relate to their fair value and the financial performance of the subsidiary companies. The fair value is assessed annually by management on an annual basis in accordance with the accounting policy on fixed asset investments at 1.3.

The average monthly number of persons (including directors) employed by the company during the year was:

The directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Details of the company's subsidiaries at 31 December 2025 are as follows:

GT Project Engineering Limited was dissolved on 18 March 2024.

The company has one class of ordinary shares which carry no right to fixed income. Additionally, the company had in issue 75,000 non-cumulative preference shares of £0.25 each. These shares did not carry voting rights. On 22 January 2025, the preference shares reassigned as 300,000 ordinary shares of £0.25 each, this has been reflected in the above.

The company is subject to a fixed and floating charge over all of its assets in relation to financing arrangements in place in its subsidiary, G T Emissions Systems Limited.

At the beginning of the financial year, the ultimate parent undertaking was Knorr-Bremse AG, a company incorporated in Germany.

On 22 January 2025, G T Group Limited was acquired by Regent 2023 Limited, a company incorporated in England and Wales. From that date, Regent 2023 Limited became the company's immediate and ultimate parent undertaking.

On 5 December 2025, Regent 2023 Limited was acquired by Aeris Holdings Limited, a company incorporated in England and Wales. From that date, Aeris Holdings Limited became the company's ultimate parent undertaking and Regent 2023 Limited remained the company's immediate parent undertaking.

The company is included in the consolidated financial statements of Regent 2023 Limited, a company registered in England and Wales, which is the smallest and largest group for which consolidated financial statements are prepared. Copies of those financial statements are available from3 Traynor Way, Whitehouse Business Park, Peterlee, County Durham, United Kingdom, SR8 2RU.