REGISTERED NUMBER: 13631763 (England and Wales)

Newbegin Corporation Limited

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31st December 2025

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

P T Simpson

R E Thorpe

J J Swaby

REGISTERED OFFICE:

C/O Thompson Commercials Limited

Salvesen Way

Clive Sullivan Way

Hull

East Yorkshire

HU3 4UQ

REGISTERED NUMBER:

13631763 (England and Wales)

AUDITORS:

Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

The directors present their strategic report of the company and the group for the year ended 31st December 2025.

REVIEW OF BUSINESS

The group of companies headed by Newbegin Corporation Limited represents the largest privately owned franchised Renault Truck dealer group in the UK, based in the north and east of England. The Group buys and sells commercial vehicles and has an extensive aftersales operation, servicing and maintaining vehicles, and supplying parts in each of its seven depots. Franchises are also held by the Group to sell and service Isuzu Truck vehicles. It also has a fleet of over 820 commercial vehicles for both short and long term hire.

Performance of the Group for the year under review was reasonable in the view of the directors. The performance was strong despite the challenges that continue to be faced, not least the continued shortage of skilled technicians, meaning some performance was ultimately suppressed in an area driving profit. The Group reported an operating profit of over £4.2m before goodwill amortisation and other associated costs with the acquisition of Newbegin Holdings Limited in December 2021.

The directors remain positive for 2026 despite the current economic climate.

PRINCIPAL RISKS AND UNCERTAINTIES

The groups' operations expose it to competitive, legislative and financial risks that include credit risk and

liquidity risk. The group has in place a strong risk management programme that aims to eliminate adverse

effects on the financial performance of the group.

SECTION 172(1) STATEMENT

The directors have considered the matters set out in section 172 (1) (a) to (f) when performing their duties to promote the success of the group. The directors continue to ensure that any business decisions consider the long-term impact on all key shareholders. This includes when evaluating acquisition and growth opportunities. Environmental issues continue to be a major focus of the group and are a key consideration in its strategy. In addition, the directors consider the group's employees, suppliers and customers to be integral to its continued success. The directors have reported on engagement with employees, suppliers, customers and other within the Report of the Directors.

ANALYSIS OF PERFORMANCE

The directors do not consider it appropriate to detail the financial performance of the group using detailed KPI's.

These are reviewed on a company level as well as individual sites to monitor performance and consistency.

At a board level the principle KPI's that are monitored include:

- Sales growth

- Gross profit margin

- Operating profit margin

- Average debtor days and recoverability

- Cashflow

These figures are evident on a group basis from the financial statements.

ON BEHALF OF THE BOARD:

R E Thorpe - Director

22nd October 2026

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of commercial vehicle dealers, commercial vehicle leasing and the manufacture of bespoke commercial vehicle bodies.

DIVIDENDS

The total distribution of dividends for the period ended 31st December 2025 will be £519,700 (2024 £483,200). The directors do not recommend payment of any further dividend.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st January 2025 to the date of this report.

P T Simpson

R E Thorpe

J J Swaby

EMPLOYEE INVOLVEMENT

The director believes that all employees should be kept informed about the development and performance of the business. This has been achieved through internal media methods and regular meetings which are held between local management and employees to allow a free flow of information and ideas.

ENGAGEMENT WITH EMPLOYEES

The director makes use of senior management throughout the group to ensure that all employees are kept up to date with key and relevant information. Each group location consults its employees as necessary when making material decisions which may affect them. Employees are encouraged to have an interest in the performance of the company and a general awareness of the group's performance.

DISABLED EMPLOYEES

The group gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a disabled person. Where existing employees become disabled, it is the group's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

The director continuously considers key stakeholder relationships and develops them through ongoing support from all employees. The group considers relationships with customers and suppliers on a group-wide and local level and maintains strong relationships with all parties.

GOING CONCERN

The directors, having considered the Group forecasts for the two-year period ending 31 December 2027 (2026 in detail), have a reasonable expectation that the group has adequate resources to continue in operational existence for a period of 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on a going concern basis.

STREAMLINED ENERGY AND CARBON REPORTING

The company consumes less than 40,000 KWH of energy each year, therefore energy efficiency disclosures under the Streamlined Energy and Carbon Reporting regulations ("SECR") are not included.

On a consolidation basis, Thompson Commercials Limited is the sole subsidiary company required to report under the SECR in its own right as the remaining subsidiaries are either non-large companies or consume less than 40,000 kWh of energy annually. The SECR disclosure for Thompson Commercials Limited is shown below.

2025

2024

Energy usage

Total kWh consumed

1,875,746

1,851,831

tCO2e

tCO2e

2025

2024

Scope 1

Transport

774

803

Scope 2

Purchased electric/gas

0

120

Scope 3

Business travel etc.

104

7

Total

878

930

Intensity ratio

tCO2e/£1m turnover

0.01

0.01

These figures have been complied in line with Streamlined Energy and Carbon Reporting (SECR) requirements using the UK Government Conversion Factors for Company Reporting.

All sites now have LED lighting and we are continually increasing the size of our electric fleet. Most of our owned sites have solar panels and we are looking to add these to remaining owned sites.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information.

AUDITORS

The auditors, Smailes Goldie, will be proposed for re-appointment in accordance with section 485 of the Companies Act 2006.

ON BEHALF OF THE BOARD:

R E Thorpe - Director

22nd October 2026

Opinion

We have audited the financial statements of Newbegin Corporation Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31st December 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 group's and 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 group or the parent 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 focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006, anti-bribery, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

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

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

- tested journal entries to identify unusual transactions;

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

- investigated the rationale behind significant or unusual transactions.

- agreeing financial statement disclosures to underlying supporting documentation;

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 relevant regulators and the group's legal advisors.

Due to 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. 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.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

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.

William Cowell FCA (Senior Statutory Auditor)

for and on behalf of Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

22nd October 2026

TURNOVER

100,511,920

104,136,738

Cost of sales

82,573,233

85,806,388

GROSS PROFIT

17,938,687

18,330,350

Distribution costs

1,211,795

1,156,935

Administrative expenses

12,500,483

12,126,454

13,712,278

13,283,389

4,226,409

5,046,961

Other operating income

49,597

56,550

OPERATING PROFIT

4

4,276,006

5,103,511

Interest receivable and similar income

3,464

-

4,279,470

5,103,511

Interest payable and similar expenses

5

1,927,766

2,680,113

PROFIT BEFORE TAXATION

2,351,704

2,423,398

Tax on profit

6

890,821

903,642

PROFIT FOR THE FINANCIAL YEAR

1,460,883

1,519,756

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,460,883

1,519,756

Profit attributable to:

Owners of the parent

1,659,045

1,459,498

Non-controlling interests

(198,162

)

60,258

1,460,883

1,519,756

Total comprehensive income attributable to:

Owners of the parent

1,659,045

1,459,498

Non-controlling interests

(198,162

)

60,258

1,460,883

1,519,756

FIXED ASSETS

Intangible assets

9

6,544,380

7,641,392

Tangible assets

10

42,283,829

36,808,599

Investments

11

12,500

12,500

Investment property

12

609,127

609,127

49,449,836

45,071,618

CURRENT ASSETS

Stocks

13

33,193,412

17,470,564

Debtors

14

11,805,791

12,323,532

Cash at bank

4,111,298

2,916,646

49,110,501

32,710,742

CREDITORS

Amounts falling due within one year

15

53,391,327

39,449,724

NET CURRENT LIABILITIES

(4,280,826

)

(6,738,982

)

TOTAL ASSETS LESS CURRENT LIABILITIES

45,169,010

38,332,636

CREDITORS

Amounts falling due after more than one year

16

(39,516,820

)

(33,690,484

)

PROVISIONS FOR LIABILITIES

20

(668,964

)

(354,309

)

NET ASSETS

4,983,226

4,287,843

CAPITAL AND RESERVES

Called up share capital

21

266,667

266,667

Retained earnings

22

4,695,168

3,853,789

SHAREHOLDERS' FUNDS

4,961,835

4,120,456

NON-CONTROLLING INTERESTS

23

21,391

167,387

TOTAL EQUITY

4,983,226

4,287,843

The financial statements were approved by the Board of Directors and authorised for issue on 22nd October 2026 and were signed on its behalf by:

R E Thorpe - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

22,198,278

22,198,278

Investment property

12

-

-

22,198,278

22,198,278

CURRENT ASSETS

Debtors

14

731,857

479,256

Cash at bank

132,493

314,945

864,350

794,201

CREDITORS

Amounts falling due within one year

15

4,926,273

5,232,824

NET CURRENT LIABILITIES

(4,061,923

)

(4,438,623

)

TOTAL ASSETS LESS CURRENT LIABILITIES

18,136,355

17,759,655

CREDITORS

Amounts falling due after more than one year

16

12,793,333

14,293,333

NET ASSETS

5,343,022

3,466,322

CAPITAL AND RESERVES

Called up share capital

21

266,667

266,667

Retained earnings

22

5,076,355

3,199,655

SHAREHOLDERS' FUNDS

5,343,022

3,466,322

Company's profit for the financial year

2,116,700

1,502,065

The financial statements were approved by the Board of Directors and authorised for issue on 22nd October 2026 and were signed on its behalf by:

R E Thorpe - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1st January 2024

266,667

2,877,491

3,144,158

107,129

3,251,287

Changes in equity

Dividends

-

(483,200

)

(483,200

)

-

(483,200

)

Total comprehensive income

-

1,459,498

1,459,498

60,258

1,519,756

Balance at 31st December 2024

266,667

3,853,789

4,120,456

167,387

4,287,843

Changes in equity

Dividends

-

(519,700

)

(519,700

)

-

(519,700

)

Total comprehensive income

-

1,659,045

1,659,045

(198,162

)

1,460,883

Acquisition of NCI

-

(297,966

)

(297,966

)

52,166

(245,800

)

Balance at 31st December 2025

266,667

4,695,168

4,961,835

21,391

4,983,226

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st January 2024

266,667

1,937,590

2,204,257

Changes in equity

Dividends

-

(240,000

)

(240,000

)

Total comprehensive income

-

1,502,065

1,502,065

Balance at 31st December 2024

266,667

3,199,655

3,466,322

Changes in equity

Dividends

-

(240,000

)

(240,000

)

Total comprehensive income

-

2,116,700

2,116,700

Balance at 31st December 2025

266,667

5,076,355

5,343,022

Cash flows from operating activities

Cash generated from operations

1

15,322,745

16,317,310

Interest paid

(555,087

)

(1,455,165

)

Interest element of hire purchase payments paid

(1,372,679

)

(1,224,948

)

Tax paid

(811,841

)

(1,113,993

)

Net cash from operating activities

12,583,138

12,523,204

Cash flows from investing activities

Purchase of tangible fixed assets

(1,209,716

)

(1,246,902

)

Purchase of fixed asset investments

-

(12,500

)

Cash on acquisition of subsidiary

-

(1,600

)

Sale of tangible fixed assets

4,197,992

1,710,408

Payment to acquire minority interest

(245,800

)

-

Interest received

3,464

-

Net cash from investing activities

2,745,940

449,406

Cash flows from financing activities

Loan repayments in year

(1,713,005

)

(1,778,175

)

HP capital repayments in year

(11,901,721

)

(10,358,820

)

Equity dividends paid

(519,700

)

(483,200

)

Net cash from financing activities

(14,134,426

)

(12,620,195

)

Increase in cash and cash equivalents

1,194,652

352,415

Cash and cash equivalents at beginning of year

2

2,916,646

2,564,231

Cash and cash equivalents at end of year

2

4,111,298

2,916,646

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

2,351,704

2,423,398

Depreciation charges

11,691,335

10,651,734

Profit on disposal of fixed assets

(883,161

)

(429,595

)

Finance costs

1,927,766

2,680,113

Finance income

(3,464

)

-

15,084,180

15,325,650

Increase in stocks

(15,722,848

)

(4,125,776

)

Decrease/(increase) in trade and other debtors

517,741

(306,872

)

Increase in trade and other creditors

15,443,672

5,424,308

Cash generated from operations

15,322,745

16,317,310

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st December 2025

31/12/25

1/1/25

£

£

Cash and cash equivalents

4,111,298

2,916,646

Year ended 31st December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

2,916,646

2,564,231

3.	ANALYSIS OF CHANGES IN NET DEBT

Other

non-cash

At 1/1/25

Cash flow

changes

At 31/12/25

£

£

£

£

Net cash

Cash at bank

and in hand

2,916,646

1,194,652

4,111,298

2,916,646

1,194,652

4,111,298

Debt

Finance leases

(29,670,035

)

11,901,721

(18,174,668

)

(35,942,982

)

Debts falling due

within 1 year

(3,702,026

)

2,648,073

-

(1,053,953

)

Debts falling due

after 1 year

(9,043,333

)

(935,068

)

-

(9,978,401

)

(42,415,394

)

13,614,726

(18,174,668

)

(46,975,336

)

Total

(39,498,748

)

14,809,378

(18,174,668

)

(42,864,038

)