REGISTERED NUMBER: 09856196 (England and Wales)

Morris Commercial Ltd

Report of the Directors and

Unaudited Financial Statements

for the Period 1 January 2026 to 30 June 2026

Page

Company Information

1

Report of the Directors

2

Balance Sheet

8

Notes to the Financial Statements

10

DIRECTORS:

Agile Impact Capital Ltd

A M T Currie

Dr Q Li

J C Miles

REGISTERED OFFICE:

Eco Campus Station Road

Hinton-On-The-Green

Evesham

WR11 2QU

REGISTERED NUMBER:

09856196 (England and Wales)

ACCOUNTANTS:

UHY Hacker Young (Birmingham) LLP

9-11 Vittoria Street

Birmingham

B1 3ND

Morris Commercial Ltd, www.morris-commercial.com, is a UK-based automotive design, engineering and manufacturing start-up with innovation as its core value and its vision of creating desirable carbon neutral transport. Morris Commercial is set to revive the historic British icon Morris Commercial with state-of-the-art technology, zero-emission, carbon-neutral over its life cycle and completely newly engineered vehicles with the timeless iconic original Morris Commercial design heritage and beautiful British craftsmanship.

Morris Commercial successfully unveiled its very first vehicle, the stunning all new, battery electric, light commercial vehicle, the Morris JE, in November 2019 at the London Design Museum. This is the first Morris vehicle unveiled in over 50 years. The beautiful, quintessential British vehicle - the Morris JE immediately received worldwide acclaim.

Over the past several years, Morris Commercial has successfully navigated the challenges of the pandemic and subsequent supply chain disruption while continuing to make significant strategic and engineering progress. During this period, the company advanced the Morris JE from concept to advanced engineering prototypes, completing full off-tool engineering vehicles featuring a unique recycled carbon fibre monocoque body and modular lightweight chassis. Boasting class-leading performance and range, the Morris JE has an unparalleled combination of a 1 tonne payload and 6 m3 carrying capacity at a 2.5 tonne GVW, and a driving range of up to 250 miles. This remarkable vehicle is also packed with safety, technology and comfort features such as side and rear vision cameras, infotainment systems and a beautifully crafted interior. The vehicle has achieved substantial public and industry recognition, including prominent national and international media coverage such as BBC Travel Show, Channel 4 features, Deutsch Welle and The Late Brake Show, and selection by People’s Postcode Lottery for its nationwide “Delivering Good News” campaign since 2024. These activities have demonstrated the Morris JE’s strong public appeal and its position as a distinctive modern interpretation of an iconic British design, combining heritage with advanced engineering. The company secured additional investment, strengthened its governance structure, established an Employee Ownership Trust, and accelerated R&D, engineering validation and production planning activities. Following supplier insolvencies impacting product verification, Morris Commercial took decisive action by acquiring the manufacturing assets of its former composite body partner to secure critical technology and bring body production capability in-house. With strengthened leadership, secured manufacturing capability and continued market interest, the Morris JE now progresses toward planned launch in early 2027 as a technically advanced, distinctively styled and compelling new entrant into the electric light commercial vehicle market

The History

The original Morris J type was launched in 1948 in Earls Court London alongside the famous Morris Minor, the first British car to reach 1 million sales. The J-type is one of the most iconic commercial vehicles in British history. Not only did it look unique, it played an important role in post-war Britain. It was the van that was used by large and small businesses alike and was a distinctive vehicle seen on every street in Britain for many years. Like the Mini, the Morris Minor and the Land Rover Defender, it’s one of the relatively few truly iconic post-war Britishautomotive designs. It is a triumph of aesthetic and practical design and created a ground-breaking volume-to-footprint ratio. Many iconic brands used the original J-type vans, including Cadbury, Carlsberg, Dunlop, John Lewis, OXO, Pickfords, Royal Mail and Walls, to name a few. The original J-types were also exported to over 20 countries with a CKD assembly plant set up in Australia.

Technology and Innovation

The new Morris JE boasts a state-of-the-art, fully electric powertrain, a lightweight modular skateboard chassis purposely designed for electric light commercial vehicles, with the battery pack forming part of the chassis. It has an ultra-lightweight fully recycled carbon fibre monocoque body, an innovation developed over several years, that provides the ultimate result for body strength and integrity, lightweight and sustainability. The unique body and chassis construction and the innovation in the use of materials make the Morris JE one of the lightest LCVs in the marketplace and highly adaptable for future derivatives, such as a pickup, minibus or camper van. The result is an outstanding power-to-weight efficiency that fully maximises the range of the vehicle, which is expected to be 200 to 250 miles.

In addition to the game-changing recycled carbon monocoque body innovation, there are numerous other innovations on the vehicle with some new designs and patents in application.

Design and Brand

The Morris JE is not intended to be a replica or a continuation of the original Morris J-type, but a reimagining of the original, iconic design. The original J-type was unapologetically distinctive, with its minimal front overhang, distinctive pear-shaped grille, split front windscreen and swooping roofline. The new JE benefits from many of these core styling attributes in a marriage of retro yet entirely contemporary design for the 21st century. In recent years, attractive van design has been largely neglected in favour of utility and functionality, but now the Morris JE reintroduces exciting design without compromising practicality and functionality.

The vehicle’s stunning and distinctive aesthetics will provide a perfect and eye-catching mobile marketing solution for many customers. The JE will be attractive to small boutique businesses that crave individuality, as well as larger corporate fleets. There are numerous luxury and lifestyle brands and businesses that could make significant use of a vehicle such as the Morris JE, where its clear differentiation from other LCVs can be exploited. Obvious examples would include the hospitality industry, the sport and leisure industry, high end manufacturing businesses, the events industry and green logistics..

Performance and Functionality

The Morris JE is an LCV that sits within the 2.5 tonne segment, the lightest sector in the commercial vehicle market. However, it boasts a 1 tonne (1000 kg) payload and 6.5 m³ carrying capacity, which is more typical of vehicles in the larger 3.5 tonne sector. This is achieved through its unique design, construction and use of materials. It will accommodate two standard Euro pallets on the rear loading space. Access is provided via full width rear doors and a sliding side door on the nearside of the vehicle. The vehicle like its predecessor, the original Morris J-type Van, has the largest volume carrying capacity to footprint ratio, a feature that is very important to urban transport and delivery services such as Royal Mail where restricted access and manoeuvring often applies. The lightweight construction means that its range is optimised to around 200-250 miles, making the van an exceptionally practical proposition for both private and fleet use.

Sustainability and Social Responsibility

Sustainability is one of the core values of Morris Commercial’s corporate vision. Over the past three years, Morris has invested heavily in the design and technology of using recycled carbon fibre in body construction to significantly reduce the CO2 emissions of the vehicle manufacturing phase. Morris also aims to source most components from the UK and is discussing co-location with its suppliers to reduce CO2 in transport. Further development has been planned to use flax grown locally along with the use of renewable energy for volume production. The combined lightweight chassis/body design and construction enable the vehicle to have 25% more carrying capacity than equivalent vehicles and therefore reduce journeys by 25%, significantly reducing the overall energy consumption and carbon footprint.

Morris aims to achieve a carbon neutral status for the whole life cycle of its vehicles. This will be achieved through careful material selection, such as recycled carbon fibre and flax for the body, UK sourcing of components, reducing logistics and use of green energy for its manufacture and subsequent customer use.

Market Opportunity

The UK light commercial vehicle (LCV) market remains structurally strong with annual registrations in recent years exceeding 340,000 units and projected to grow to 400,000 units by 2035. Over 4.6 million vans operate on UK roads, supporting approximately 3.4 million people whose employment depends directly on LCV usage. Battery electric LCV adoption is accelerating; however it remains below passenger vehicle penetration levels, currently representing 10% of new LCV registrations but growing faster. The Government mandate requires 100% of new LCV sales to be BEVs by 2035. While in Europe, the annual new LCV sales are around 1.5 million units growing to 1.8 million units by 2035 with BEV currently 10% of the new sales and growing to 90% by 2035. Worldwide, the LCV market is circa 30 million units per year and growing to 35 million by 2035. Currently, BEVs account for only 2% of the new sales with China dominating the BEV market. It is forecast that the BEV LCV annual sales will reach 2.4 million worldwide by 2035, 7–8% of the total sales.

Most current electric LCVs are adapted from internal combustion platforms, often resulting in compromises in payload capacity and operational efficiency. Purpose-built electric architecture combining lightweight construction, optimised range and strong payload capacity are expected to gain competitive advantage as operators prioritise total cost of ownership and decarbonisation targets.

To achieve this, the vehicle structure must be both robust and lightweight. Whilst lightweight structures have been well developed over the last 25 years for cars, commercial vehicles have received very little innovation. The Morris JE’s combined achievement in payload, volume carrying capacity, driving range and energy efficiency coupled with its robust functionality and high quality provide it with an unrivalled market proposition.

A Bright New Future

The new vehicle takes the DNA and values of a classic design and brings it up to date in a contemporary and technology-focused package. Morris Commercial is entirely committed to an electrified and sustainable zero-emissions future. The Morris JE and all future Morris Commercial products will have a strong emphasis on technology, lightweighting, quality and beautiful craftsmanship, creating an individuality in a market where dull, generic design is the norm. The JE will be hugely appealing to large and small businesses and those seeking a distinctive vehicle that will be noticed and that can provide fantastic promotional opportunities with real-world commercial capabilities. Following the initial unveiling and through the past years, the Morris JE has received global admiration with online press articles worldwide. It was featured in many leading print publications such as Times, Telegraph and in top magazines such as Top Gear and TV programs such as the BBC’s Travel Show, C4’s Guy Martin show, Deutsch Welle REV show, The Late Brake Show and so on. It has also received thousands of pre-order registrations as well as enquiries from some of the largest and most iconic fleet operators in the UK. The Morris JE simply captures people’s imagination.

Key Achievement of H1 2026

During H1 2026, Morris Commercial achieved a series of important milestones that further strengthened its strategic position as a next-generation UK automotive OEM and advanced the Morris JE towards production.

The company unveiled its latest pre-production Morris JE at the EE West Show in Cheltenham. The vehicle provides a tangible demonstration of progress in engineering validation, manufacturing readiness, supply chain integration and industrial capability, marking a significant step towards pilot production.

Morris Commercial further consolidated the advanced composite manufacturing facilities, expertise and intellectual property acquired from Prodrive Composites. This strategic capability gives the company direct control over the recycled carbon fibre monocoque body technology that underpins the Morris JE, strengthening quality control, supply chain resilience, future innovation and production scalability.

The latest vehicle incorporates significant advances across the electric powertrain, HMI, HVAC, battery, cybersecurity and software architecture. The Morris JE is being developed to deliver a payload of up to 1,000 kg at 2,500 kg GVW, cargo volume of up to 6.0 m³ and a range of up to 300 miles, supported by rapid-charging capability and a modular platform for future derivatives.

The company confirmed a clear industrialisation pathway, with pilot production planned at its composite manufacturing facility in Milton Keynes in 2027 and commercial-scale vehicle production planned at St Athan, South Wales, in 2028.

Market engagement continued to build, with more than 7,000 expressions of interest registered globally and enquiries received from prospective customers across the UK, Europe, North America, Australia and New Zealand. Interest has been particularly strong among premium retail, hospitality, artisan food and beverage, specialist trades, sports and creative-sector customers.

Forward Plan

In the following 12 months, Morris Commercial aims to complete engineering optimisation, vehicle durability testing, validation and homologation. Engineering focus will also be on the advanced software development including remote monitoring, over-the-air updates, predictive diagnostics, cyber security and HMI (Human Machine Interface)

It will continue the current development of innovative high-volume production processes for recycled carbon panels to significantly increase composite production efficiency, improve quality and reduce parts cost and waste, enhancing sustainability.

At Milton Keynes, Morris Commercial will establish full recycled carbon fibre body manufacturing, in-house paint capability and a complete whole-vehicle pilot assembly facility. Pilot production is targeted for early 2027.

St Athan, South Wales, will be developed for scalable full vehicle assembly operations, with commercial-scale production planned for 2028.

On the sales and marketing front, Morris Commercial will continue promotion activities and is aiming to start the order reservation process Q4 2026/Q1 2027. The volume of sales is anticipated to start with 500 vehicles in 2027/28 rising to 5,000 vehicles per year in 3 years and 10,000 per year in 5 years.

AI Integration Strategy

As a new OEM, Morris Commercial is working toward embedding artificial intelligence across its entire operational ecosystem. The company aims to become one of the first AI-driven automotive OEMs in the UK, leveraging data intelligence to enhance efficiency, resilience, sustainability and customer experience.

Conclusion

Morris Commercial is executing an integrated strategy combining advanced materials innovation, vertical manufacturing integration, digital vehicle capability and AI-enabled operational intelligence. With secured manufacturing infrastructure and protected composite technology, the company is positioned to deliver a distinctive, sustainable and technology-driven British-built electric light commercial vehicle.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2026 to the date of this report.

Agile Impact Capital Ltd

A M T Currie

Dr Q Li

J C Miles

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Dr Q Li - Director

5 October 2026

FIXED ASSETS

Owned

Intangible assets

4

5,915,598

4,893,674

Tangible assets

5

41,468

45,007

Right-of-use

Tangible assets

5, 9

90,365

-

6,047,431

4,938,681

CURRENT ASSETS

Stocks

1,844

8,952

Debtors

6

859,190

833,291

Cash at bank and in hand

1,326,077

317,345

2,187,111

1,159,588

CREDITORS

Amounts falling due within one year

7

662,848

442,485

NET CURRENT ASSETS

1,524,263

717,103

TOTAL ASSETS LESS CURRENT LIABILITIES

7,571,694

5,655,784

CREDITORS

Amounts falling due after more than one year

8

1,543,181

-

NET ASSETS

6,028,513

5,655,784

CAPITAL AND RESERVES

Called up share capital

131

4,855,720

Share premium

10

1,382,614

1,309,614

Capital redemption reserve

10

4,855,589

-

Retained earnings

10

(209,821

)

(509,550

)

6,028,513

5,655,784

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 30 June 2026.

The members have not required the company to obtain an audit of its financial statements for the period ended 30 June 2026 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 5 October 2026 and were signed on its behalf by:

Dr Q Li - Director

1.	STATUTORY INFORMATION

Morris Commercial Ltd 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.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK & Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on a going concern basis. In making this assessment, the Directors have considered future projections and are satisfied that the company has adequate resources to continue in operational existence for the foreseeable future.

Changes in accounting policies

The Company has adopted the amendments to FRS 102 arising from the Periodic Review 2024. The adoption of the revised lease accounting requirements has resulted in a change in accounting policy for leases.

At the commencement date of a lease, the Company recognises a right-of-use asset and a corresponding lease liability, except for short-term leases and leases of low-value assets, for which the recognition exemptions available under FRS 102 are applied.

The lease liability is initially measured at the present value of future lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease where that rate can be readily determined. Where the implicit rate cannot be readily determined, the Company's incremental borrowing rate is used.

On first-time application of the revised lease accounting requirements, the Company applied the modified retrospective approach. Comparative information has not been restated. The cumulative effect of initially applying the revised requirements should be recognised as an adjustment to opening retained earnings at the date of initial application (1 January 2026).There was no impact on opening retained earnings. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the Company's incremental borrowing rate at the date of initial application, with corresponding right-of-use assets recognised in accordance with the transition provisions of FRS 102.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised evenly over their estimated useful life of nil years.

Tangible fixed assets

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

Computer equipment - 33% on cost

Plant & Machinery - 33% on cost

Motor Vehicles - 20% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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 period 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.

Leases

Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.

Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 23 (2025 - 19 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2026

4,893,674

Additions

1,021,924

At 30 June 2026

5,915,598

NET BOOK VALUE

At 30 June 2026

5,915,598

At 31 December 2025

4,893,674

5.	TANGIBLE FIXED ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 1 January 2026

-

122,894

122,894

Additions

-

10,250

10,250

Reclassification/transfer

116,184

-

116,184

At 30 June 2026

116,184

133,144

249,328

DEPRECIATION

At 1 January 2026

-

77,887

77,887

Charge for period

25,819

13,789

39,608

At 30 June 2026

25,819

91,676

117,495

NET BOOK VALUE

At 30 June 2026

90,365

41,468

131,833

At 31 December 2025

-

45,007

45,007

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Trade debtors

77,946

56,656

Other debtors

781,244

776,635

859,190

833,291

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Bank loans and overdrafts

4,723

10,327

Leases (see note 9)

141,841

-

Trade creditors

345,478

247,220

Taxation and social security

87,809

29,307

Other creditors

82,997

155,631

662,848

442,485

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2026

2025

£

£

Leases (see note 9)

43,181

-

Other creditors

1,500,000

-

1,543,181

-

Convertible loan notes of up to £1.5m were issued on 27 February 2026. The notes bear interest at 10% per annum and are repayable 18 months from issue, unless redeemed earlier or converted into shares in accordance with the loan note instrument.

At 30 June 2026, three charges were registered and outstanding: one in favour of HA2R Bv, created on 27 February 2026; one in favour of Capital for Colleagues PLC, created on 27 February 2026; and one in favour of Dr Qu Li, created on 27 February 2026.

9.

LEASING

Right-of-use assets

Tangible fixed assets

2026

2025

£

£

COST

Reclassification/transfer

116,184

-

DEPRECIATION

Charge for year

25,819

-

NET BOOK VALUE

90,365

-

Lease liabilities

Minimum lease payments fall due as follows:

2026

2025

£

£

Gross obligations repayable:

Within one year

141,841

-

Between one and five years

43,181

-

185,022

-

Finance charges repayable:

Net obligations repayable:

Within one year

141,841

-

Between one and five years

43,181

-

185,022

-

10.

RESERVES

Capital

Retained

Share

redemption

earnings

premium

reserve

Totals

£

£

£

£

At 1 January 2026

(509,550

)

1,309,614

-

800,064

Profit for the period

299,729

-

-

299,729

Effective Share Redemption

-

73,000

4,855,589

4,928,589

At 30 June 2026

(209,821

)

1,382,614

4,855,589

6,028,382

11.	RELATED PARTY DISCLOSURES

Agile Impact Capital Ltd, of which Dr Qu Li is a director, is a Corporate Director of Morris Commercial Limited.

During the period ended 30 June 2026, Morris Commercial Ltd received £16,829 (2025: £32,241) from Agile Impact Capital Ltd, of which £10,395 incl. VAT (2025: £9,809 incl. VAT) is outstanding and owed to Morris Commercial Ltd as at 30 June 2026.

During the period ended 30 June 2026, Morris Commercial Ltd paid £50,202 (2025: £100,170) to Agile Impact Capital Ltd, of which £20,000 (2025: £40,087) is outstanding and owed to Agile Impact Capital Ltd as at 30 June 2026.

During the period ended 30 June 2026, Q Li provided services to Morris Commercial Ltd of £33,000 (2025: £66,000) with £92,000 (2025: £60,500) outstanding and due to Q Li as at 30 June 2026.

Brook End Consulting Limited, a company in which J Miles (Director) is a director, provided services of £15,000 (2025: £30,000) to Morris Commercial Limited, of which £Nil (2025: £15,000 incl. VAT) is outstanding and due to Brook End Consulting Limited as at 30 June 2026.

Capital for Colleagues plc, a company in which A Currie (Director) is a director, provided services of £25,000 (2025: £50,000) to Morris Commercial Limited, of which £Nil (2025: £25,000 incl. VAT) is outstanding and due to Capital for Colleagues as at 30 June 2026.

MI Accountancy Solutions Limited, a company in which A Currie (Director) is a director, provided services of £6,300 (2025: £11,250) to Morris Commercial Limited, of which £1,260 incl. VAT (2025: £2,520 incl. VAT) is outstanding and due to MI Accountancy Solutions Limited as at 30 June 2026.

Morris Commercial Limited provided services to Multidrive Limited, a company in which Q Li (Director) is a director, of £1,500 (2025: £6,000), of which £1,800 inc. VAT (2025: £Nil) is outstanding and due to Morris Commercial Limited as at 30 June 2026.