REGISTERED NUMBER: 14938024 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST JANUARY 2026

FOR

CHARLES TRENT HOLDCO 2 LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Statement of Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Company Cash Flow Statement

16

Notes to the Cash Flow Statements

17

Notes to the Consolidated Financial Statements

19

DIRECTORS:

Mrs C Trent

M J Trent

Mrs M Trent

N Trent

Mrs S D Trent

REGISTERED OFFICE:

43 Richmond Hill

Bournemouth

BH2 6LR

REGISTERED NUMBER:

14938024 (England and Wales)

AUDITORS:

Cook & Partners Limited

Statutory Auditor

Manufactory House

Bell Lane

Hertford

Hertfordshire

SG14 1BP

The directors present their strategic report of the company and the group for the year ended 31st January 2026.

REVIEW OF BUSINESS

The parent of the group Charles Trent Holdco 2 Limited has no material income or costs.

Review of Business: Charles Trent Limited - Acquired on 30th January 2025

Charles Trent continues to build a world class technology and data driven circular vehicle production business, with the ambition to maximise the value recovered from every vehicle, component and material, placing CTL at the forefront of the latest EU Regulation 2026/1738 - Circularity Requirements for Vehicle Design and Management of End-of-Life Vehicles. Our reverse production model brings together industrial processes, market data and digital systems to improve vehicle purchasing, parts recovery, stock management, and sales.

The business has invested significantly in its infrastructure, technology, and people. The priority is now to turn that investment into stronger operating performance and cash generation. We have built capacity for growth, but capacity alone does not deliver a return. We need to increase productive throughput, recover the right parts, and sell them at the right margin, while maintaining control of costs and working capital.

Strategy and outlook

Our direction remains clear: to develop a world class scalable & sustainable circular vehicle business that delivers value through reuse, remanufacture and recycling. Technology and data are central to that model, supporting better decisions from the point of vehicle purchase through to the sale of parts and recovery of materials.

The immediate priorities are to improve utilisation of our production capability, strengthen parts sales, increase stock conversion, and control operating costs. Growth must improve cash generation as well as turnover. We will assess further investment against its commercial return and the company's funding capacity.

We are developing proposals to improve access to European customers and strengthen relationships with vehicle manufacturers and other strategic partners. These are opportunities for future growth and are not presented as completed developments or guaranteed financial returns.

The business enters its centenary year with a clear ambition and a substantial operational platform. The task ahead is to make that platform deliver consistent profitability and cash generation. That is the measure against which we will judge progress.

PRINCIPAL RISKS AND UNCERTAINTIES

Charles Trent Limited

The principal risks facing the group are:

> Liquidity and funding: Operating losses, stock investment and funding obligations create pressure on cash. Continued access to funding, the terms of related party balances and any relevant lender covenants require close monitoring.

> Demand, pricing and stock recovery: Changes in used vehicle prices, demand for recycled parts and stock ageing can affect sales, margins, and the recoverable value of stock. Vehicle purchasing and parts recovery must remain aligned with market demand.

> Production and operational delivery: The return on investment depends on reliable production, effective warehousing, and timely order fulfilment. Disruption or insufficient utilisation can reduce profitability and delay cash generation.

> Commodity prices and operating costs: Scrap prices, fuel, energy, wages, and employment-related costs can affect returns. These pressures need to be reflected in purchasing decisions, pricing, and operating plans.

> People and technology: Delivery depends on skilled employees, effective leadership, and reliable digital systems. Recruitment, retention, system resilience, and data security remain important to business continuity.

> Environmental and regulatory requirements: The company operates in a regulated industry. Changes in environmental obligations, vehicle technology and requirements for handling vehicles and materials may require changes to processes and further investment.

The directors monitor financial and operational performance and review these risks regularly, acting where required.

ON BEHALF OF THE BOARD:

M J Trent - Director

15th October 2026

The directors present their report with the financial statements of the company and the group for the year ended 31st January 2026.

DIVIDENDS

No dividends will be distributed for the year ended 31st January 2026.

DIRECTORS

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

Mrs C Trent

M J Trent

Mrs M Trent

N Trent

Mrs S D Trent

Other changes in directors holding office are as follows:

J Trent - deceased 3rd October 2025

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;

-	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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Cook & Partners Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M J Trent - Director

15th October 2026

Opinion

We have audited the financial statements of Charles Trent Holdco 2 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st January 2026 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, Company Cash Flow Statement and Notes to the Cash Flow Statements, 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 January 2026 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:

Explanation as to what extent 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, to detect material misstatements in respect of irregularities, including fraud.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Auditors approach to assessing the risks of material misstatement due to irregularities, including fraud.

Our approach was as follows:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity. The following laws and regulations are considered to be significant to the entity:

-Financial reporting Standard 102

-Companies Act 2006

-UK General Data Protection Regulation

-Environmental Agency

We assessed the risks of material misstatement in respect of fraud as follows:

-Discussed the risk of material misstatement due to irregularities, including fraud with management at the planning stage to confirm that risks had been adequately identified and that the controls in place are sufficient for the size and nature of the business to reduce those risks to an acceptably low level.

-Undertook an initial analytical review of the financial statements to identify any potentially unusual or unexpected relationships or high risk audit areas.

-Completed a risk assessment checklist to aid in the identification of Risks for a company of this size and nature.

-We considered the risk of fraud through management override of controls, a common risk in a company of this size and nature, in response; we incorporated testing of manual journal entries into our audit approach and undertook a purely substantive approach to the audit with no reliance placed on controls.

-Accounting policies were reviewed at the planning stage to identify any subjective measurements or complex transactions where management would have the potential to show bias.

-Ensured all in the audit team are aware of the risks identified and particular areas that were susceptible to misstatement and during the audit planning meeting.

-Throughout the audit additional substantive testing was undertaken in areas where there was perceived to be a medium or high risk of misstatement.

-Audit testing was undertaken in a manner that was unpredictable in nature, selection and timing when compared to previous years work.

-The engagement Partners final review of the audit file and financial statements included a detailed review of all areas of medium or high risk identified at the planning stage of the audit.

Based on the results of our risk assessment we designed our audit procedures to identify non-compliance with such laws and regulations identified above:

-Financial reporting Standard 102, Companies Act 2006 and UK General Data Protection Regulation. The audit team all have a good understanding of the requirements under these laws and regulations common to most trading businesses and were alert throughout the audit to any potential instances of non-compliance.

-Further, at both the planning and completion stage of the audit enquiries where made of management any known instances of fraud or non-compliance with laws and regulations

-These representations were corroborated where possible through the review of board minutes. No contradictory evidence was noted.

We consider that the work detailed above has ensured that the likelihood of detection of irregularities including fraud is considered to be high both at management level and during our audit approach. It is however worth noting that there is an inherent difficulty in detecting irregularities and there is no guarantee that all irregularities have been identified.

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.

Jeffrey Oliver (Senior Statutory Auditor)

for and on behalf of Cook & Partners Limited

Statutory Auditor

Manufactory House

Bell Lane

Hertford

Hertfordshire

SG14 1BP

15th October 2026

TURNOVER

39,810,103

-

Cost of sales

30,206,687

-

GROSS PROFIT

9,603,416

-

Administrative expenses

11,361,568

-

(1,758,152

)

-

Other operating income

180,000

-

OPERATING LOSS

4

(1,578,152

)

-

Life insurance payout

5

2,500,000

-

921,848

-

Interest receivable and similar income

4,405

-

926,253

-

Interest payable and similar expenses

6

889,592

-

PROFIT BEFORE TAXATION

36,661

-

Tax on profit

7

(510,519

)

-

PROFIT FOR THE FINANCIAL YEAR

547,180

-

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

547,180

-

Profit attributable to:

Owners of the parent

547,180

-

Total comprehensive income attributable to:

Owners of the parent

547,180

-

FIXED ASSETS

Intangible assets

9

959,454

1,106,232

Tangible assets

10

3,508,561

5,120,976

Investments

11

-

-

4,468,015

6,227,208

CURRENT ASSETS

Stocks

12

6,281,628

5,811,600

Debtors

13

2,621,149

1,931,642

Cash at bank and in hand

1,775,265

74,397

10,678,042

7,817,639

CREDITORS

Amounts falling due within one year

14

12,611,389

12,449,566

NET CURRENT LIABILITIES

(1,933,347

)

(4,631,927

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,534,668

1,595,281

CREDITORS

Amounts falling due after more than one year

15

1,507,500

1,115,293

NET ASSETS

1,027,168

479,988

CAPITAL AND RESERVES

Called up share capital

20

479,988

479,988

Retained earnings

21

547,180

-

SHAREHOLDERS' FUNDS

1,027,168

479,988

The financial statements were approved by the Board of Directors and authorised for issue on 15th October 2026 and were signed on its behalf by:

M J Trent - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

482,387

482,387

482,387

482,387

CURRENT ASSETS

Debtors

13

1,439

1

CREDITORS

Amounts falling due within one year

14

8,151

2,400

NET CURRENT LIABILITIES

(6,712

)

(2,399

)

TOTAL ASSETS LESS CURRENT LIABILITIES

475,675

479,988

CAPITAL AND RESERVES

Called up share capital

20

479,988

479,988

Retained earnings

21

(4,313

)

-

SHAREHOLDERS' FUNDS

475,675

479,988

Company's loss for the financial year

(4,313

)

-

The financial statements were approved by the Board of Directors and authorised for issue on 15th October 2026 and were signed on its behalf by:

M J Trent - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

479,988

-

479,988

Balance at 31st January 2025

479,988

-

479,988

Changes in equity

Total comprehensive income

-

547,180

547,180

Balance at 31st January 2026

479,988

547,180

1,027,168

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

479,988

-

479,988

Balance at 31st January 2025

479,988

-

479,988

Changes in equity

Total comprehensive income

-

(4,313

)

(4,313

)

Balance at 31st January 2026

479,988

(4,313

)

475,675

Cash flows from operating activities

Cash generated from operations

1

623,208

-

Interest paid

(888,904

)

-

Tax paid

34,815

-

Net cash from operating activities

(230,881

)

-

Cash flows from investing activities

Purchase of intangible fixed assets

(18,973

)

-

Purchase of tangible fixed assets

(298,507

)

-

Sale of tangible fixed assets

770,232

-

Loans to related parties

(55,729

)

-

Interest received

4,405

-

Net cash from investing activities

401,428

-

Cash flows from financing activities

Loan repayments in year

(477,273

)

-

Related party loans in year

7,991,048

-

New hire purchase in year

117,180

-

Capital repayments in year

(1,996,253

)

-

Amount withdrawn by directors

(108,760

)

-

Overdraft transferred on acquisition

-

(3,921,224

)

Net cash from financing activities

5,525,942

(3,921,224

)

Increase/(decrease) in cash and cash equivalents

5,696,489

(3,921,224

)

Cash and cash equivalents at beginning of year

2

(3,921,224

)

-

Cash and cash equivalents at end of year

2

1,775,265

(3,921,224

)

Cash flows from operating activities

Cash generated from operations

1

(5,750

)

(1

)

Net cash from operating activities

(5,750

)

(1

)

Cash flows from investing activities

Purchase of fixed asset investments

-

(2,400

)

Net cash from investing activities

-

(2,400

)

Cash flows from financing activities

Share issue

-

1

Intercompany loan movements

5,750

2,400

Net cash from financing activities

5,750

2,401

Increase in cash and cash equivalents

-

-

Cash and cash equivalents at beginning of year

2

-

-

Cash and cash equivalents at end of year

2

-

-

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

Group

2026

2025

£

£

Profit before taxation

36,661

-

Depreciation charges

1,371,292

-

Profit on disposal of fixed assets

(64,851

)

-

Finance costs

889,592

-

Finance income

(4,405

)

-

2,228,289

-

Increase in stocks

(470,028

)

-

Increase in trade and other debtors

(160,471

)

-

Decrease in trade and other creditors

(974,582

)

-

Cash generated from operations

623,208

-

Company

2026

2025

£

£

Loss before taxation

(5,751

)

-

Increase in trade and other debtors

-

(1

)

Increase in trade and other creditors

1

-

Cash generated from operations

(5,750

)

(1

)

2.	CASH AND CASH EQUIVALENTS

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

Group

Company

Year ended 31st January 2026

31.1.26

1.2.25

31.1.26

1.2.25

£

£

£

£

Cash and cash equivalents

1,775,265

74,397

-

-

Bank overdrafts

-

(3,995,621

)

-

-

1,775,265

(3,921,224

)

-

-

Year ended 31st January 2025

31.1.25

1.2.24

31.1.25

1.2.24

£

£

£

£

Cash and cash equivalents

74,397

-

-

-

Bank overdrafts

(3,995,621

)

-

-

-

(3,921,224

)

-

-

-

3.	ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS

Group

At 1.2.25

Cash flow

At 31.1.26

£

£

£

Net cash

Cash at bank and in hand

74,397

1,700,868

1,775,265

Bank overdrafts

(3,995,621

)

3,995,621

-

(3,921,224

)

5,696,489

1,775,265

Debt

Finance leases

(1,879,073

)

1,879,073

-

Debts falling due within 1 year

(318,182

)

318,182

-

Debts falling due after 1 year

(159,091

)

159,091

-

(2,356,346

)

2,356,346

-

Total

(6,277,570

)

8,052,835

1,775,265

Company

At 1.2.25

Cash flow

At 31.1.26

£

£

£

4.	ACQUISITION OF BUSINESS

On 30th January 2025 the group acquired 100% of the share capital in Charles Trent Limited this was achieved via the issue of shares in a share for share exchange totalling £479,988.

5.	MAJOR NON-CASH TRANSACTIONS

Group

As the acquisition of Charles Trent Limited on 30th January 2025 was via a share for share exchange, and is therefore a non-cash transaction, the subsequent inclusion of the assets and liabilities of the company on consolidation is not reflected in the cash flow statement. The inclusion of the cash and overdraft balances is for reconciliation purposes.