REGISTERED NUMBER: 03936590 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

AKTRION GROUP LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

F M N Patrier

P Richmond

T Suskovic

SECRETARY:

P Richmond

REGISTERED OFFICE:

1st Floor

1 Hawksworth Road

Central Park

Telford

Shropshire

TF2 9TU

REGISTERED NUMBER:

03936590 (England and Wales)

AUDITORS:

D.R.E. & Co. (Audit) Limited

Kingsland House

39 Abbey Foregate

Shrewsbury

Shropshire

SY2 6BL

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

The principal activity of the company is a holding company, receiving and incurring interest on loans made historically from and to other group companies.

REVIEW OF BUSINESS

The company is not trading it merely recharges and receives interest on loans made between participators in the group. The rate of interest charged and received is down to management discretion on an annual basis.

Key performance indicators

The company monitors its performance using key performance indicators. The company considers its main key performance indicators to be interest receivable, interest payable and profit/(loss) before tax. Performance on these measures is shown below and is in line with the managements' expectations.

2025

2024

% change

Interest receivable

£115,585

£119,000

(2.87%)

Interest payable

£115,585

£176,692

(34.58%)

Profit / (loss) before tax

(£71,229)

(£1,896,080)

96.24%

PRINCIPAL RISKS AND UNCERTAINTIES

Financial risk management objectives and policies

The company's activities expose it to a number of financial risks including cash flow and liquidity. The board approves treasury policies, which are controlled on a day-to-day basis by senior management.

EMPLOYEE INVOLVEMENT

The company gives every consideration to applications for employment from disabled persons where the requirements for the vacancy may be adequately covered by a handicapped or disabled person. With regard to current employees and those who become disabled during the period, the company has continued to examine ways and means of providing continuing employment under normal terms and conditions, and to provide training and career development and promotion wherever appropriate.

The company has an open approach to information and the involvement of employees. Regular meetings are held throughout the management chain and wherever possible employees are encouraged to discuss and debate issues openly.

The company remains committed to training and developing its employees and in addition to this the company operates a graduate management training scheme.

ON BEHALF OF THE BOARD:

T Suskovic - Director

7 October 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company.

DIVIDENDS

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

DIRECTORS

F M N Patrier has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

R J Taylor - resigned 3 September 2025

P Winfield - appointed 3 September 2025

P Richmond and T Suskovic were appointed as directors after 31 December 2025 but prior to the date of this report.

P Winfield ceased to be a director after 31 December 2025 but prior to the date of this report.

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, D.R.E. & Co. (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

T Suskovic - Director

7 October 2026

Opinion

We have audited the financial statements of Aktrion Group Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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.

Emphasis of matter

We draw attention to note 3 of the financial statements regarding the going concern basis of preparation. Our opinion is not modified in respect of this matter.

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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the motor vehicle consultancy sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, Financial Conduct Authority, employment, environmental, health and safety legislation. We also consider regulations such as General Data Protection Regulations, Anti money laundering, Consumer Rights Act throughout the audit.

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to their knowledge of actual, suspected and alleged fraud; and

- reviewing the client's system notes and internal controls.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or 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.

Francis Nock F.C.C.A. (Senior Statutory Auditor)

for and on behalf of D.R.E. & Co. (Audit) Limited

Kingsland House

39 Abbey Foregate

Shrewsbury

Shropshire

SY2 6BL

8 October 2026

TURNOVER

-

-

Administrative expenses

(160,445

)

(3,531

)

OPERATING LOSS

5

(160,445

)

(3,531

)

Impairment of fixed asset investment

6

-

(1,834,857

)

(160,445

)

(1,838,388

)

Income from shares in group undertakings

89,216

-

Interest receivable and similar income

115,585

119,000

44,356

(1,719,388

)

Interest payable and similar expenses

7

(115,585

)

(176,692

)

LOSS BEFORE TAXATION

(71,229

)

(1,896,080

)

Tax on loss

8

-

-

LOSS FOR THE FINANCIAL YEAR

(71,229

)

(1,896,080

)

LOSS FOR THE YEAR

(71,229

)

(1,896,080

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(71,229

)

(1,896,080

)

FIXED ASSETS

Investments

9

289,840

289,840

CURRENT ASSETS

Debtors

10

1,904,257

1,800,517

CREDITORS

Amounts falling due within one year

11

7,250

5,130

NET CURRENT ASSETS

1,897,007

1,795,387

TOTAL ASSETS LESS CURRENT LIABILITIES

2,186,847

2,085,227

CREDITORS

Amounts falling due after more than one year

12

3,508,203

3,335,354

NET LIABILITIES

(1,321,356

)

(1,250,127

)

CAPITAL AND RESERVES

Called up share capital

13

500,000

500,000

Share premium

14

1,628,373

1,628,373

Retained earnings

14

(3,449,729

)

(3,378,500

)

SHAREHOLDERS' FUNDS

(1,321,356

)

(1,250,127

)

The financial statements were approved by the Board of Directors and authorised for issue on 7 October 2026 and were signed on its behalf by:

T Suskovic - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2024

500,000

(1,482,420

)

1,628,373

645,953

Changes in equity

Total comprehensive income

-

(1,896,080

)

-

(1,896,080

)

Balance at 31 December 2024

500,000

(3,378,500

)

1,628,373

(1,250,127

)

Changes in equity

Total comprehensive income

-

(71,229

)

-

(71,229

)

Balance at 31 December 2025

500,000

(3,449,729

)

1,628,373

(1,321,356

)

1.	STATUTORY INFORMATION

Aktrion Group Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

These financial statements are for the individual entity only.

The financial statements are presented in Sterling (£), rounded to the nearest £1.

At the balance sheet date the company had net liabilities of £1,321,356 (2024: £1,250,127). The directors have reviewed the support of group companies and fully expect this to continue for the foreseeable future.

On 15 October 2025 a restructure and sale of the Aktrion group of companies occurred. As part of that transition to a new ownership structure a number of loans and indebtedness due to the former owners were released and working capital was adjudged to be sufficient to ensure that the Aktrion group could pursue its current business plan and operations for a minimum period of 24 months post exit from the former owning group. This was adjudged to provide the new management team and its new owners sufficient time to implement their own strategy and longer term operational plans for the group to continue to operate and further expand. The directors have adjudged that on-going support will continue within the Aktrion group for the foreseeable future and given the assessment carried out as part of the sale and restructure of available resources and facilities have therefore assessed that the going concern basis of preparation remains appropriate.

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;

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirements of paragraphs 29.28(b) and 29.29;

•

the requirement of paragraph 33.7;

•

the requirements of paragraph 24(b) of IFRS 6.

Preparation of consolidated financial statements

The financial statements contain information about Aktrion Group Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of the ultimate parent, Aktrion d.o.o, Ilica 147, Zagreb, Croatia.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less provisions for impairment.

Financial instruments

The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

(i) Financial assets

Basic financial assets, including trade debtors, amounts due from group undertakings and cash and bank balances, are initially recognised at transaction price and subsequently carried at amortised cost with an assessment for objective evidence of impairment. Any impairment is recognised in profit or loss.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards or control of the ownership of the asset are transferred to another party.

(ii) Financial liabilities

Basic financial liabilities, including trade payables and amounts owed to group undertakings, are initially recognised at transaction price and subsequently carried at amortised cost.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2025 nor for the year ended 31 December 2024.

The average number of employees during the year was NIL (2024 - NIL).

31.12.25

31.12.24

£

£

Directors' remuneration

-

-

5.	OPERATING LOSS

The operating loss is stated after charging:

31.12.25

31.12.24

£

£

Auditors' remuneration

6,950

3,500

Auditors' remuneration for non audit work

-

1,630

Foreign exchange differences

153,495

-

6.	IMPAIRMENT OF FIXED ASSET INVESTMENTS

Included within the loss for the prior year is a provision for impairment of investments in subsidiary undertakings of £1,834,857. This is explained further in note 9.

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.25

31.12.24

£

£

Interest paid to group

115,585

176,692

8.

TAXATION

Analysis of the tax charge

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

9.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

and 31 December 2025

289,840

NET BOOK VALUE

At 31 December 2025

289,840

At 31 December 2024

289,840

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

Aktrion GMBH

Registered office: Fuggerstraße 1b 04158 Leipzig

Nature of business: Technical testing and analysis

%

Class of shares:

holding

Ordinary

100.00

31.12.25

31.12.24

£

£

Aggregate capital and reserves

1,705,544

1,217,051

Profit/(loss) for the year

611,779

(244,481

)

Figures disclosed represent the position of the sub-group of companies headed by Aktrion GMBH.

Aktrion Manufacturing Support Services Limited.

Registered office: 1st Floor, 1 Hawksworth Road, Central Park, Telford, Shropshire , TF2 9TU

Nature of business: Technical testing and analysis

%

Class of shares:

holding

Ordinary

100.00

31.12.25

31.12.24

£

£

Aggregate capital and reserves

1,857,570

3,431,871

Loss for the year

(1,574,301

)

(651,361

)

Figures disclosed represent the position of the sub-group of companies headed by Aktrion Manufacturing Support Service Limited.

Aktrion Iberia SL

Registered office: MONTAÑANA STREET, 6

Nature of business: Technical testing and analysis

%

Class of shares:

holding

Ordinary

100.00

31.12.25

31.12.24

£

£

Aggregate capital and reserves

3,607,080

3,889,807

Loss for the year

(475,662

)

(103,246

)

Aktrion Hungary KFT

Registered office: Laktanya köz 30/A. Komárom, Komárom-Esztergom vármegye, 2900 Hungary

Nature of business: Technical testing and analysis

%

Class of shares:

holding

Ordinary

100.00

31.12.25

31.12.24

£

£

Aggregate capital and reserves

661,428

485,923

Profit for the year

90,833

101,832

The provision for impairment of the prior year £1,834,857 relates to the company's investment in Aktrion GMBH. The investment has been written down to reflect the net asset value of Aktrion GMBH at 31 December 2024.

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed by group undertakings

1,904,257

1,800,517

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Accruals and deferred income

7,250

5,130

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed to group undertakings

3,508,203

3,335,354

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

249,999

Ordinary A

1

249,999

249,999

250,001

Preferred Ordinary

1

250,001

250,001

500,000

500,000

14.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2025

(3,378,500

)

1,628,373

(1,750,127

)

Deficit for the year

(71,229

)

(71,229

)

At 31 December 2025

(3,449,729

)

1,628,373

(1,821,356

)

15.	RELATED PARTY DISCLOSURES

The ultimate parent company is Aktrion d.o.o. Aktrion d.o.o is the parent of the smallest and largest group for which consolidated financial statements are prepared, which includes. The registered office is Ilica 147, 10000, Zagreb, Croatia.

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.

On 2 October 2024 the company entered into a contract to be a Guarantor on behalf of Aktrion Manufacturing Support Services Limited (Company No. 03458202) for a period of 10 years at £375,466 per annum.

16.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is FNM Patrier by virtue of a controlling shareholding in Aktrion d.o.o.