REGISTERED NUMBER: 11703755 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE PERIOD 1 JULY 2024 TO 31 DECEMBER 2025

FOR

COMMUTO UK LTD.

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Statement of Income and Retained Earnings

6

Balance Sheet

7

Notes to the Financial Statements

8

DIRECTORS:

I J Pugh

T W Scharnberg

REGISTERED OFFICE:

Lyndale House

Ervington Court

Meridian Business Park

Leicester

Leicestershire

LE19 1WL

REGISTERED NUMBER:

11703755 (England and Wales)

AUDITORS:

Magma Audit LLP (part of the Dains Group)

Chartered Accountants

Statutory Auditor

Unit 2, Charnwood Edge Business Park

Syston Road

Leicestershire

LE7 4UZ

The directors present their strategic report for the period 1 July 2024 to 31 December 2025.

REVIEW OF BUSINESS

The group trades fourteen (14) automotive repair shops under the Fix Auto brand, supporting the strength of the Fix Auto relationships with insurance partners.

PRINCIPAL RISKS AND UNCERTAINTIES

MARKET RISK

The group's main risks derive from the uncertainty in the UK economy that could affect performance in its operations, as well as leading to supply chain and inflationary pressures. In addition, there is a potential impact to staffing resource in the UK market. This has not had a significant impact on the group in the period although there is an increased risk of supply chain disruptions and wider economic disruption that may impact margins in the future. The group has a strong customer base through Fix Auto, reducing its exposure to a temporary downturn in trade.

STAFF RISK

The group also faces risk in relation to the retention of staff and labour shortages in its subsidiaries. The group's subsidiaries provide a competitive pay structure which is designed to retain staff. The main staff risk stems from retention of workshop staff which is being countered by the group continuing to modify and review terms and conditions of employment relative to the wider market.

LIQUIDITY RISK

Liquidity risk arises from the group's management of working capital. It is the risk that that Group will encounter difficulty in meeting its financial obligations as they fall due.

The directors have reviewed the cash flow statements of the business. The procurement of parts through an associated company means that the risk of default on external financial obligations is considered very low.

GOING CONCERN

The directors have assessed the financial position of the group. The equity position of the group was noted but the directors are agreed that with unwavering support confirmed from the owners, and through both direct shareholder loans and associated company credit terms, that the business continues to be a going concern and will be able to operate for the foreseeable future.

KEY PERFORMANCE INDICATORS

We consider that our key financial performance indicators are those that communicate the financial performance and strength of the company, these being turnover and operating profit.

The turnover has increased from £675,542 (12 months) to £1,770,818 (18 months), reflecting increased recoveries from subsidiaries for management services. Included in the results was a £235,468 charge relating to charges to a joint venture subsidiary that placed into receivership during the fiscal year.

On September 1 2024, Commuto UK Limited, through it's subsidiary, Crash Damaged Limited, purchased the trade and assets of Stewart Roden Motors. This business is contributing to the operating profit of the group.

On April 1 2025, Commuto UK Limited, through it's subsidiary, Crash Damage Limited, purchased the trade and assets of two sites in Lydd and Southampton from AD Williams receivers. These sites impacted trading profits for the group to the end of the fiscal year.

POST BALANCE SHEET POSITION AND SUBSEQUENT EVENTS

No material events occurred post balance sheet date.

ON BEHALF OF THE BOARD:

I J Pugh - Director

17 September 2026

The directors present their report with the financial statements of the company for the period 1 July 2024 to 31 December 2025.

PRINCIPAL ACTIVITIES

The principal activities of the company in the period under review were those of a holding company and business support service activities.

DIVIDENDS

No dividends will be distributed for the period ended 31 December 2025.

DIRECTORS

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

I J Pugh

T W Scharnberg

Other changes in directors holding office are as follows:

R J Kirstiuk - resigned 16 July 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 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;

-	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.

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 company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Magma Audit LLP (part of the Dains Group), will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

I J Pugh - Director

17 September 2026

Opinion

We have audited the financial statements of Commuto UK Ltd. (the 'company') for the period ended 31 December 2025 which comprise the Statement of Income and Retained Earnings, Balance Sheet and 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 company's affairs as at 31 December 2025 and of its loss for the period 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 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 directors are responsible for the other information. The other information comprises the information in the 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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.

Responsibilities of directors

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

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:

Based on our understanding of the company and the industry, we have identified the principal risks of non-compliance with laws and regulations, and we have considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries, and management bias in accounting estimates. Audit procedures performed included:

-

Enquiries with management for consideration of known or suspected instances of non-compliance with laws and regulations and fraud.

-

Challenging assumptions made by management in their significant accounting estimates, in particular the carrying value of investments, the recoverability of related party debtors and going concern.

-

Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations, journal entries crediting revenue, journal entries crediting cash and journal entries with specific defined descriptions.

There are inherent limitations in the audit procedures described above and the further removed non-compliant with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting in error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentation, or through collusion.

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.

Luke Turner FCA FCCA (Senior Statutory Auditor)

for and on behalf of Magma Audit LLP (part of the Dains Group)

Chartered Accountants

Statutory Auditor

Unit 2, Charnwood Edge Business Park

Syston Road

Leicestershire

LE7 4UZ

17 September 2026

TURNOVER

3

1,770,818

675,542

Administrative expenses

(1,950,824

)

(1,098,718

)

OPERATING LOSS

5

(180,006

)

(423,176

)

Exceptional item

6

(235,468

)

-

(415,474

)

(423,176

)

Income from shares in group undertakings

100,000

-

Interest receivable and similar income

-

376

(315,474

)

(422,800

)

Amounts written off investments

7

-

(102,000

)

(315,474

)

(524,800

)

Interest payable and similar expenses

8

(225,915

)

(45,513

)

LOSS BEFORE TAXATION

(541,389

)

(570,313

)

Tax on loss

9

-

-

LOSS FOR THE FINANCIAL PERIOD

(541,389

)

(570,313

)

Retained earnings at beginning of period

(565,376

)

4,937

RETAINED EARNINGS AT END OF PERIOD

(1,106,765

)

(565,376

)

FIXED ASSETS

Tangible assets

10

17,388

18,618

Investments

11

2,319,367

2,317,367

2,336,755

2,335,985

CURRENT ASSETS

Debtors

12

2,046,559

597,235

Cash at bank

33,388

283,668

2,079,947

880,903

CREDITORS

Amounts falling due within one year

13

(5,523,237

)

(3,782,034

)

NET CURRENT LIABILITIES

(3,443,290

)

(2,901,131

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(1,106,535

)

(565,146

)

CAPITAL AND RESERVES

Called up share capital

15

230

230

Retained earnings

16

(1,106,765

)

(565,376

)

SHAREHOLDERS' FUNDS

(1,106,535

)

(565,146

)

The financial statements were approved by the Board of Directors and authorised for issue on 17 September 2026 and were signed on its behalf by:

I J Pugh - Director

1.	STATUTORY INFORMATION

Commuto UK Ltd. is a limited company, registered in England and Wales. Its registered office address is Lyndale House, Ervington Court, Meridian Business Park, Leicester, United Kingdom, LE19 1WL and the registered number is 11703755.

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 and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial year end of the company was changed from 30 June to 31 December so as to be coterminous with the year end of other companies within the AGC UK Group. The current period therefore covers 18 months, and comparative figures are not directly comparable.

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

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A.

Going concern

The company has a loan in the form of a prebate based on expected sales targets made within their subsidiaries. In each period since the inception of the loans, the sales targets have been missed, thereby rendering the loan repayable on demand. The loan has therefore been presented in the financial statements as repayable within 1 year. The breach of the loan at the year end has not been remedied and the uncertainty of the loan being repayable on demand still remains.

Since the year-end, Sherwin Williams have confirmed their commitment to continue to supply paint products and support the group with future acquisitions on the basis that sales targets remain unchanged and they remain strategic partner for the group, whilst retaining their rights under the existing contract.

The carrying value of the loan as at the reporting date was £1,475,537 (2024: £1,837,740).

The financial statements have been prepared on a going concern basis. This assumption is reliant upon the continued financial support from its ultimate parent companies, Tingo Holdings Ltd & 530714BC Holdings Ltd. They have ensured that they will support Commuto UK Limited financial for a period of at least 1 year from the date these financial statements are approved.

Turnover

Turnover represents amounts receivable for services net of VAT and trade discounts and is recognised when services are supplied.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and impairment losses.

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

Computer equipment 25% and 33% Straight Line

Motor Vehicles 20% and 33% Straight Line

The gain or loss that arises from the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset which is then charged or credited in the Statement of Income and Retained Earnings.

Investments in subsidiaries

Investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. All investments in subsidiaries are assessed for impairment at each reporting date and any impairment losses or reversals of impairments are recognised in the Statement of Income and Retained Earnings.

A subsidiary is an entity which is controlled by the company. Control is the power to govern the financial and operating policies of the entity in order to gain benefits from the activities.

Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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

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.

Classification of financial liabilities

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

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

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.

Taxation

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

Current 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

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.

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs

are required to be recognised as part of the cost of stock or fixed assets.

Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Cash and cash equivalents

Cash and cash equivalents are represented by cash in hand, deposits held at call with financial institutions, and other short-term highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

3.

TURNOVER

The turnover and loss before taxation are attributable to the principal activities of the company.

An analysis of turnover by class of business is given below:

Period

1/7/24

to

Year Ended

31/12/25

30/6/24

£

£

Paint & material sales

11,527

16,742

Business support recharges

1,759,291

658,800

1,770,818

675,542

An analysis of turnover by geographical market is given below:

Period

1/7/24

to

Year Ended

31/12/25

30/6/24

£

£

United Kingdom

1,770,818

675,542

1,770,818

675,542

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

1,266,659

523,455

Social security costs

155,519

59,750

Other pension costs

44,332

17,279

1,466,510

600,484

The average number of employees during the year was as follows:

2025

2024

No.

No.

Office staff

17

14

Directors

3

3

2025

2024

£

£

Directors Remuneration

-

-

5.	OPERATING LOSS

The operating loss is stated after charging:

Period

1/7/24

to

Year Ended

31/12/25

30/6/24

£

£

Depreciation - owned assets

13,707

4,521

Goodwill amortisation

-

10,978

Auditors' remuneration

6,000

10,200

6.	EXCEPTIONAL ITEMS

During the period, the Company recognised an exceptional charge of £235,468 arising from the write-off of amounts due from A.K. Bodyshop Limited following the appointment of liquidators and the subsequent assessment that recovery of the outstanding balance was not probable.

The charge has been recognised within administrative expenses in the Statement of Income and Retained Earnings. The directors consider the write-off to be exceptional by virtue of its size and nature, as it relates to the insolvency of a significant customer and is not representative of the normal level of bad debt expense incurred by the Company.

7.

AMOUNTS WRITTEN OFF INVESTMENTS

Period

1/7/24

to

Year Ended

31/12/25

30/6/24

£

£

Amounts w/o invs

-

102,000

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

1/7/24

to

Year Ended

31/12/25

30/6/24

£

£

Other loan interest

225,915

45,513

9.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the period ended 31 December 2025 nor for the year ended 30 June 2024.

10.	TANGIBLE FIXED ASSETS

Motor

Computer

vehicles

equipment

Totals

£

£

£

COST

At 1 July 2024

4,000

23,248

27,248

Additions

-

12,477

12,477

At 31 December 2025

4,000

35,725

39,725

DEPRECIATION

At 1 July 2024

330

8,300

8,630

Charge for period

2,000

11,707

13,707

At 31 December 2025

2,330

20,007

22,337

NET BOOK VALUE

At 31 December 2025

1,670

15,718

17,388

At 30 June 2024

3,670

14,948

18,618

11.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 July 2024

2,317,367

Additions

2,000

At 31 December 2025

2,319,367

NET BOOK VALUE

At 31 December 2025

2,319,367

At 30 June 2024

2,317,367

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Crash Damage Limited

Registered office: Lyndale House Ervington Court, Meridian Business Park, Leicester, England, LE19 1WL

Nature of business: Maintenance and repair of motor vehicles

%

Class of shares:

holding

Ordinary

100.00

Safety 4 Limited

Registered office: Lyndale House Ervington Court, Meridian Business Park, Leicester, England, LE19 1WL

Nature of business: Management consultancy activities

%

Class of shares:

holding

Ordinary

100.00

A.K. Bodyshop Limited

Registered office: Lyndale House Ervington Court, Meridian Business Park, Leicester, England, LE19 1WL

Nature of business: Maintenance and repair of motor vehicles

%

Class of shares:

holding

Ordinary A

60.00

Ordinary B

60.00

K & R Vehicle Solutions Limited

Registered office: 10 Festival Trade Park, Wymans Lane, Cheltenham, Gloucester, United Kingdom, GL51 9FS

Nature of business: Maintenance and repair of motor vehicles

%

Class of shares:

holding

B Ordinary

90.00

12.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

2,018,925

405,532

Other debtors

-

100,000

VAT

3,306

10,122

Prepayments and accrued income

24,328

81,581

2,046,559

597,235

13.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Loans payable (see note 14)

1,547,424

1,904,413

Trade creditors

57,436

60,638

Amounts owed to group undertakings

863,579

670,813

Amounts owed to associated companies

3,001,889

1,095,386

Social security and other taxes

24,662

29,377

Other creditors

2,247

4,552

Accruals and deferred income

26,000

16,855

5,523,237

3,782,034

14.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due within one year or on demand:

Loans payable

1,547,424

1,904,413

The company has a loan in the form of a prebate based on expected sales targets made within their subsidiaries. In each period since the inception of the loans, the sales targets have been missed, thereby rendering the loan repayable on demand. The loan has therefore been presented in the financial statements as repayable within 1 year. The breach of the loan at the year end has not been remedied and the uncertainty of the loan being repayable on demand still remains.

Since the year-end, Sherwin Williams have confirmed their commitment to continue to supply paint products and support the group with future acquisitions on the basis that sales targets remain unchanged and they remain strategic partner for the group, whilst retaining their rights under the existing contract.

The carrying value of the loan as at the reporting date was £1,475,537.

15.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

100

Ordinary A

1

100

100

30

Ordinary B

1

30

30

100

Ordinary C

1

100

100

230

230

16.

RESERVES

Profit & loss account

This represents all cumulative profits and losses retained by the Company.

17.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

During the period sales of (£140,163) (2024: £48,000) were made to A.K. Bodyshop Limited. At the period end £Nil (2024: £Nil) was due from A.K. Bodyshop Limited. Interest of £Nil (2024: £Nil) was charged on the balance during the year.

During the period, sales of £200,306 (2024: £26,000) were made to K&R Vehicle Solutions Limited. At the period end £109,127 (2024: £191,255) was due from K&R Vehicle Solutions Limited. Interest of £Nil (2024: £Nil) was charged on the balance during the period.

During the period, sales of (£417) (2024: £Nil) were made to and purchases of £46,400 (2024: £134,834) were made from Manette Limited, a company which is under common control. At the period end £Nil (2024: £Nil) was due to Manette.

During the period, sales of £42,294 (2024: £19,923) were made to and purchases of £68,667 (2024: Nil) were made from Eurofixauto Limited. At the period end, the company owed £838,579 (2024: £173,448) to Eurofixauto UK Limited, a company in which I J Pugh and T Scharnberg are directors, and under common control. Interest of £9,382 (2024: £9,028) was charged on this loan during the period.

At the period end, the company owed £1,294,299 (2024: £906,208) to Advantage Data Systems Ltd, a company under common control. Interest of £94,239 (2024: £35,833) was charged on the loans during the period.

At the period end, the company owed £71,887 (2024: £66,673) to Ian Pugh Limited, a company in which I J Pugh is a director. Interest of £5,214 (2024: £3,298) was charged on this loan during the year.

At the period end, the company owed £1,650,988 (2024: £20,458) to Advantage Parts Solutions Ltd, a company under common control.

18.	ULTIMATE CONTROLLING PARTY

The director considers T Scharnberg and B Kirstiuk to be the company's controlling parties by virtue of their 100% shareholdings in 530714BC Holdings Limited and Tingo Holdings Limited respectively, whom hold 90% of the issued share capital of the company.