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

During January 2025, Regent 2023 Ltd completed the acquisition of GT Group Ltd and its subsidiaries from its previous parent company, Knorr-Bremse AG. Regent 2023 Ltd was a wholly owned portfolio company of RCapital LLP, a private equity investor specialising in acquiring large corporate divestments.

As part of the acquisition, the group would acquire assets from a Knorr-Bremse Indian subsidiary to supply products to the Indian market. A new Indian company, GT Emission Systems (India) Private Limited, registered corporation in India, was incorporated in December 2024 for this purpose. The India subsidiary is owned by GT Group Ltd with 99.99% shareholding, whilst its subsidiary, GT Emissions Systems Limited, holding 0.01% ownership. The company is a holding entity by nature, with the activities of the company being that of a parent company, providing funding to support debt repayment, and working capital needs post acquisition via external debt financing (note 17), and management services from the wider portfolio. The company has no direct employees.

The results for the year are set out on page 9.

The group continues to invest in research and development, working very closely with its customer base. This investment will continue to serve the business well in the coming years as vehicle manufacturers strive to find new and innovative ways to reduce emissions and fuel consumption, to comply with legislation as well as reducing end user costs. It is also expected to be a competitive advantage, as the company looks to leverage its experience to attract potential new customers from existing and new markets.

Market, Operational and Financial risks are detailed in the results of the main trading subsidiary, GT Emissions Systems Ltd. This covers the key risks being quality control, health and safety, financial, foreign exchange and interest rates.

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

Credit control continues to be a priority, and the risk of insolvent customers or suppliers is mitigated through strict internal procedures. The risk is deemed to be relatively low however, due to the nature of an almost entirely blue-chip customer base.

World raw material prices require continual monitoring, so the company continues to mitigate the effects of potential upward trends by way of long-term agreements with suppliers/customers wherever possible and continuously reviewing the best cost sourcing of materials. This included implementing significant re-sourcing activities in recent years helping to rebase the material cost base of the business.

Gross sales are at a high level of £40.5 million. The uncertainty introduced from the new US administration has affected global supply-chains, world commodity prices and freight costs providing a challenge to achieving product margins. However, through numerous cost reduction projects, the lower sales position has been somewhat mitigated meaning the pre-tax loss position, excluding exceptional items and gains from business combinations, improved to, £0.25 million and with profit before interest, exceptional items, gains from business combinations and tax positive £0.6 million despite a lower sales position.

The group's policy of substantial investment in research and development, continues to provide benefits reflected in a wider and more sophisticated product portfolio, leading to sustained and increased order levels from its customer base. The market continues to be very challenging with tough competition from Asia and South America driving prices downwards, so the Directors are very active in ensuring the company keeps a competitive edge through its sourcing strategies.

The aforementioned incorporation of an Indian subsidiary will provide an added opportunity to compete in low-cost countries, with potential to grow the inherited customer base.

The group continues to invest in the development of its environmental engineering products to enable it to fulfil and exceed its growth plans through 2026 and beyond.

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

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 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 group is that of design, development and manufacture of exhaust gas control valves, exhaust brakes, emissions control systems and other precision machined components for use in heavy-duty engines in both on-highway and off-highway applications. The parent also continued to undertake investment activities in support of its subsidiary undertakings, including investment in overseas entities.

The results for the year are set out on page 9.

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:

The group's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).

The group's current policy concerning the payment of trade creditors is to:

• settle the terms of payment with suppliers when agreeing the terms of each transaction;

• ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and

• pay in accordance with the company's contractual and other legal obligations.

Trade creditors of the group at the year end were equivalent to 43 day's purchases, based on the average daily amount invoiced by suppliers during the year.

Each director in office at the date of approval of this annual report confirms that:

• so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

• the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue its operations for the foreseeable future. The business results for 2025 demonstrate a profit before interest and tax, and with more than sufficient headroom in its finance facilities to meet its ongoing commitments. As such, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The group meets its day to day working capital requirements through its continued access to an invoice discounting and other asset based finance facility, which provides more than enough to meet all liabilities as they fall due.

The directors have prepared forecasts for the periods up to 31 December 2030, which indicate the group will continue to deliver profits on a growing basis linked to successful implementation of cost saving strategies over the prior two years, alongside increased volumes from customers.

The group has sufficient cash funds from the invoice discount facility, to meet its liabilities as they fall due during this period.

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

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized 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 group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. 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, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

• make an assessment of the company's ability to continue as a going concern.

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 Regent 2023 Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2025 which comprise the group income statement, the group statement of comprehensive income, the group and parent company statement of financial position, the group and parent company statement of changes in equity, the group statement of cash flows and the group and parent company notes to the financial statements, including significant accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

In our opinion:

• the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2025 and of the group's profit for the year then ended;

• the financial statements have been properly prepared in accordance with UK adopted international accounting standards; and

• the financial statements 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 group and parent 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 group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The 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 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 group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent 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; 

• Reviewing minutes of meetings of those charged with governance;

• 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.

Regent 2023 Limited 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 group's principal activities and nature of its operations are disclosed in the directors' report.

The group consists of Regent 2023 Limited and all of its subsidiaries.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the group. 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.

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

Where the fair value of the identifiable assets, liabilities and contingent liabilities acquired exceeds the cost of the business combination, the excess is recognised immediately in the income statement as a bargain purchase gain (negative goodwill), following a reassessment of the fair values and measurements attributed to the acquired net assets and consideration transferred, in accordance with IFRS 3 Business Combinations.

The consolidated group financial statements consist of the financial statements of the parent company Regent 2023 Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 December 2025 from the date of acquisition of GT Group Limited on 22 January 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the truegroup has adequate resources to continue its operations for the foreseeable future. The business results for 2025 demonstrate a profit before interest and tax, and with more than sufficient headroom in its finance facilities to meet its ongoing commitments. As such, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The group meets its day to day working capital requirements through its continued access to an invoice discounting facility & asset based finance, which more than exceeds the weekly requirements, to meet all liabilities as they fall due.

The directors have prepared forecasts for the periods up to 31 December 2030, which indicate the group will continue to deliver profits on a growing basis linked to successful implementation of cost saving strategies over the prior two years, alongside increased volumes from customers.

The group has sufficient cash funds to meet its liabilities as they fall due during this period.

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

The group generates revenue from contracts with customers for selling goods, specifically, exhaust gas control valves, exhaust brakes and emissions controls systems for use in commercial vehicle systems.

Revenue is recognised at a point in time when the customer has obtained control over the goods and services which the group is obligated to perform and provide. This is usually on despatch of goods as the finished goods are identified separately as belonging to the customer and the group does not have the ability to use the product to direct it to another customer. The amount of revenue is determined based on the price set forth in framework agreements or individual contracts and the quantities delivered.

In general, there is a warranty assuring freedom from defect over the term determined by the law.

Goodwill represents the excess of the cost of acquisition of incorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.

The gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not subsequently reversed.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following basis:

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

Right-of-use assets held under leases for which there is no reasonable certainty that the company will obtain ownership at the end of the lease are depreciated over the shorter of the lease term and the useful life.

Where the group enters into arrangements which take the legal form of a sale and hire purchase but which do not transfer the significant risks and rewards of ownership, the transaction is accounted for as a financing arrangement. The asset continues to be recognised within property, plant and equipment and the proceeds received are recognised as a financial liability.

Interests in subsidiaries 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.

A subsidiary is an entity controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting end date, the group 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 group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

The company reviews slow moving or obsolete inventory throughout the year. In determining the inventory valuation, any materials which have not been used for twelve months since purchase will be valued at zero or provided for in full.

Cash and cash equivalents 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.

Financial assets are recognised in the group's statement of financial position when the group 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 instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the group’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The parent company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

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.

Trade payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest 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 group’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the parent company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable 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 income statement 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, 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 group 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.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event and it is probable that the group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Warranty Provision:

The measurement of the warranty provision is based on estimates regarding expected warranty claims. An important factor affecting those estimates is the expected number and size of future warranty claims. However, the estimates are based on previous claims and knowledge of customers, therefore estimates are not considered to be key or critical. The carrying amount of warranty provisions at the year end was £420,994 (2024: £nil)

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 inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

Incremental borrowing rate

Where the interest rate implicit in the lease cannot be readily determined, lease liabilities are discounted at the lessee’s incremental borrowing rate. This is the rate of interest that the lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. This involves assumptions and estimates, which would affect the carrying value of the lease liabilities (note 19) and the corresponding right-of-use assets (note 12). The incremental borrowing rate the group is estimated using observable inputs (e.g., market interest rates), if these are available, in conjunction with group-specific assessments (e.g., credit assessment of the group). This is then adjusted for conditions specific to the lease such as its term and security. The group used incremental borrowing rates specific to each lease which ranged between 1.32% and 3.15%.

The lease liability is measured at amortised cost using the effective interest method. It is reassessed at each financial period end to reflect lease modifications and any changes to the factors considered at initial measurement, as set out above. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Receivables Finance

Trade receivables subject to receivables financing arrangements are derecognised only where substantially all risks and rewards of ownership are transferred. Where this is not the case, the receivables continue to be recognised in the balance sheet and amounts received are recognised as borrowings secured on those receivables.

Exceptional Items

Exceptional items are income or expenses that are material by size or nature and are non‑recurring, such that separate disclosure is necessary to explain the financial performance of the entity for the period.

Exceptional items are included within the relevant expense or income headings in the statement of profit or loss. Where appropriate, they are separately disclosed either on the face of the statement of profit or loss or in the notes to the financial statements to aid the understanding of users.

The group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The group has not made any significant judgements when applying the accounting policies. The estimates that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Inventory valuation

The group uses various estimates to value inventory, including a standard overhead absorption rate. This estimate takes into account the overhead costs directly incurred in producing the inventory of which these estimates and assumptions would affect the carrying value of inventory (note 14). All of the estimates used are reviewed in an annual basis and based on the directors’ historic experience and reference to actual costs incurred during the period.

Warranty Provision

The group provides a three‑year warranty on certain products sold. A provision is recognised for the expected cost of fulfilling warranty obligations arising from past sales. In estimating the provision, management applies the key assumption that there is a consistent and stable relationship between customer spend and warranty claims over time. No discounting is applied to the provision, as the effect of the time value of money is not considered material. All of the estimates used are reviewed on an annual basis and based on the directors’ historic experience and reference to actual sales and warranty claims during the period.

Accounting for hire purchase arrangement

The directors have exercised judgement in determining that a hire purchase arrangement entered into during the year does not represent a sale of the underlying asset, as the significant risks and rewards of ownership were retained by the Group. Accordingly, the transaction has been accounted for as a financing arrangement.

Business combination and purchase price allocation

The directors have exercised judgement in determining the fair values attributed to the identifiable assets and liabilities acquired as part of the business combination. This includes assessing whether separately identifiable intangible assets exist and determining the appropriate classification of the acquired assets and liabilities in accordance with IFRS 3.

Judgement is also required in determining the expected economic benefits attributable to acquired assets and whether certain assets meet the recognition criteria for separate recognition from goodwill.

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

Their aggregate remuneration comprised:

Included in staff numbers above are 27 agency staff incurring wages and salaries of £929,622 (which are not included within the above cost figures).

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4.

The directors were appointed to the Board of the Company on 5 December 2025. The remuneration disclosed above represents remuneration attributable to the period during which the individuals served as directors of the Company. Prior to their appointment, the individuals were employed by and/or served as directors of subsidiary undertakings within the Group and remuneration relating to that period has not been included in the amounts disclosed above.

Exceptional items represent material items which, due to their size, nature or incidence, are disclosed separately to assist users in understanding the underlying performance of the group.

Expenditure

During the year, the group underwent two changes in ultimate ownership, with acquisitions occurring in January 2025 relating to Regent 2023 Limited acquiring GT Group Limited and December 2025 relating to Aeris Holdings Limited acquisition of Regent 2023 Limited. A number of transaction related costs and financing charges were incurred in connection with these buy‑outs.

In addition, the group incurred certain one‑off costs in relation a non‑recurring operational reorganisation which is not expected to recur.

These costs are non‑recurring in nature, arise directly from changes in ownership or strategic restructuring, and do not relate to the group’s underlying trading activities. Management has therefore classified these items as exceptional.

The charge for the year can be reconciled to the loss per the income statement as follows:

As described in the strategic report for GT Emissions Ltd, the company exited the lease for Unit 4 Traynor Way during the period, the total cost disposed of was £1,420,711, with a net book value of £286,828 being removed from right-of-use assets.

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

Included within raw materials above is an amount for goods in transit totalling £611,618.

Included within amounts owed by parent undertaking is £8,000,000 from Aeris Holdings Limited, the ultimate parent from 5 December 2025.

Included within trade receivables are amounts of £6,088,377 which have been pledged as security under a receivables financing arrangement but remain recognised as the group retains substantially all risks and rewards.

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

No significant receivable balances are impaired at the reporting end date.

Bank loans include

£5,581,148 (2024: £nil) drawn under a term‑based receivables and inventory financing facility maturing on 4 December 2028, secured against eligible trade receivables and inventory. The facility is subject to standard financial and operational covenants, all of which were met at the reporting date.

The group has a cashflow loan of £500,000 (2024: £nil) which is repayable in instalments to 2028. At the balance sheet date, £333,333 (2024: £nil) is payable after more than one year. The loan is secured by a fixed and floating charge over the group’s assets.

The group has a plant & machinery term loan of £950,500 (2024: £nil) which is repayable in instalments to 2030. At the balance sheet date, £760,400 (2024: £nil) is payable after more than one year. The loan is secured by a fixed and floating charge over the group’s assets.

Other loans include amounts payable under a hire purchase arrangement secured on production equipment. The arrangement is accounted for as a loan secured on the asset. The liabilities fall due between January and November 2030.

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

Lease liabilities are effectively secured as the rights to the leased asset revert to the lessor in the event of default.

The discount rates for the leased assets disclosed above ranged from 1.32% to 4.96%. The Group has several lease contracts that include termination options, usually through a break clause. These options are negotiated by management to provide flexibility in managing the leased asset portfolio and adapt to the Group's business needs. Management exercise judgement in determining whether these termination options are reasonably certain to be exercised.

The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior reporting period.

Deferred tax assets and liabilities are offset in the financial statements only where the group has a legally enforceable right to do so.

Amounts included within other relate to intangible fixed assets recognised on business combination.

The provision for warranties represents management’s best estimate of the expenditure required to settle the group's obligations in respect of warranties provided on products sold prior to the reporting date. The provision is based on historical claims experience and known warranty issues.

The group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Contributions payable to the scheme and included in creditors at the period end total £38,513.

Each class of shares holds the same rights, right to vote, right to participate in a return of capital and right to receive dividends.

On 1 August 2024, shares were issued for a nominal value of £0.0001, 643 Ordinary A1 shares, 1,579 Ordinary A2 shares, 378 Ordinary A3 shares and 5,400 Ordinary A5 shares.

In addition, on 1 August 2024, the existing Ordinary A shares of 10,000 were redesignated, 5,783 to Ordinary A1 shares and 4,217 Ordinary A2 shares.

During the year, Jan 2025 Limited, a company under common control, waived intercompany debt owed by the Group to its former parent amounting to £8,690,578. The resulting gain has been recognised as a capital contribution within equity and is presented accordingly within the statement of changes in equity.

On 22 January 2025 the group acquired 100% percent of the issued capital of G T Group Limited.

At the reporting date, the group is committed to future payments for slow‑term leases amounting to £15,452, which are not recognised in the statement of financial position.

Management exercises judgement in determining whether a lease qualifies as short‑term or low‑value. The group considers the nature of the underlying asset, its value when new, and the contractual terms of the lease. Low‑value assets typically include items such as laptops, small office furniture, and other minor equipment.

The group is not subject to any externally imposed capital requirements.

The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

During the year, the group advanced funds of £8m to its ultimate parent undertaking, Aeris Holdings Limited, as part of a refinancing and management buy-out transaction. The loan is unsecured, interest-free and has no fixed repayment terms.

The group paid £646,280 of management charges to RCapital Limited, the groups ultimate parent undertaking until the completion of the management buy-out on 5 December 2025, during the year.

During the year the group received a loan totalling £7,250,000 from OBS Finance Limited, a company under common control, the full balance was repaid during the year and interest of £52,253 was charged.

During the year, Jan 2025 Limited, a company under common control, waived intercompany debt owed by the Group to its former parent amounting to £8,690,578. The resulting gain has been recognised as a capital contribution within equity and is presented accordingly within the statement of changes in equity.

At the beginning of the financial year, the ultimate parent undertaking was RCapital Investments LLP, a limited liability partnership incorporated in England and Wales.

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 immediate and ultimate parent undertaking.

As permitted by trues408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s profit for the year was £4,819,153 (2024 - £0 profit).

Regent 2023 Limited 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, England, SR8 2RU. The company's principal activities and nature of its operations are disclosed in the directors' report.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

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 company applies accounting policies consistent with those applied by the group. To the extent that an accounting policy is relevant to both group and parent company financial statements, please refer to the group financial statements for disclosure of the relevant accounting policy.

The directors have at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Except as detailed below 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 principal operating subsidiaries are included in note 13.