ACCOUNTS - Final Accounts preparation

Operating loss

The operating loss is stated after charging:

TRINITY TOPCO LIMITED - Company Information

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Registered number: 12407673

TRINITY TOPCO LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

TRINITY TOPCO LIMITED

COMPANY INFORMATION

Directors	N. D. Morrill
	A. J. Powell
	F. G. Barrett
	B. J. Davidson
	J. M. Randerson
	J. S. Sharrock
	G. Marqueta-Siibert


Registered number	12407673


Registered office	Colmil Works
	Hart Common, Wigan Road
	Westhoughton
	Lancashire
	BL5 2 EE


Independent auditor	Langtons Professional Services Limited
	Chartered Accountants & Statutory Auditor
	11th Floor, The Plaza
	100 Old Hall Street
	Liverpool
	L3 9QJ

TRINITY TOPCO LIMITED

CONTENTS

	Page
Group strategic report	1 - 6
Directors' report	7 - 9
Independent auditor's report	10 - 13
Consolidated statement of comprehensive income	14
Consolidated statement of financial position	15 - 16
Company statement of financial position	17
Consolidated statement of changes in equity	18
Company statement of changes in equity	19
Consolidated Statement of cash flows	20 - 21
Consolidated analysis of net debt	22
Notes to the financial statements	23 - 51

TRINITY TOPCO LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2022

Introduction

The Directors present their strategic report and financial statements for the period ended 31 December 2022.

Business review

During the period the Group’s turnover was £78,049k (2021 - £77,542k) with the increase in sales driven by the return of our car division to normalised trading levels and the successful implementation of our new project range, Sigma. There continued to be constraints of the supply of base vehicles due to the Worldwide parts shortages and other critical component supply. Operating profit decreased significantly to -£9,271k (2021 -£266k). 2021 included £4,202k of insurance claim relating to COVID-19 business interruption and 2022 includes -£6,943k of exceptional costs.
The Directors are pleased with how well the business has continued to adapt to the difficult economic pressures brought on by both the COVID-19 Pandemic and the situation in Eastern Europe. The group has continued to invest significantly in new product development to keep it at the forefront of technological development and ensure it offers it’s loyal customer base new market leading products.
2022 has seen the development and launch of our new Sigma range of electric buses, through our bus division, which has exceeded initial expectations in it’s launch year. Development has also begun on the UK’s first electric Limousine and Hearse, through our car division.
At the end of December the group made two, one off exceptional, operational decisions that will benefit the group moving forward but has impacted Operating Profit.
• The closure of the Binz site in Germany
• The winding up of the Orion E product in WN Vtech
Binz has faced significant headwinds and operational challenges, particularly during and since the COVID-19 period. With an oversized production facility for both operational and office requirements, it is more efficient to close the site and move future production to the UK. This would offer the group significant synergies from merging production techniques and processes. Binz will wind down throughout 2023 once the current order book is fulfilled and all liabilities met.

The Orion E was initially launched in 2018 and was a significant addition to the product portfolio offering the market WN Vtech’s first electric product. Over the last 2 years, the group has experienced a number of supply chain issues resulting in production difficulties. With the launch of the new Sigma range, the decision was taken to cease production of this vehicle whilst the Group explores the development of a new product in 2023 to service the market requirements.

Page 1

TRINITY TOPCO LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2022

Principal risks and uncertainties

Automotive supply chain constraints
The risk of continued Automotive supply chain issues, notably of base vehicles, has been managed through our excellent long standing relationships with Vehicle Manufacturers (OEM’s) and the diversification we have across the Group using a number of different OEM’s and vehicle types.
Other Risks
The Directors believe that apart from risks associated with Automotive supply chain issues the main risks of the business are:
• The continued situation in Eastern Europe and the impact of parts supply
• The cost of funding increases due to fluctuations in base interest rates
• Slowdown of demand in key markets
• Loss of key customers
• The failure of key suppliers
• Fluctuations in the Groups working capital requirements and funding requirements
The Group has taken a number of measures to protect the from the impact of the situation in Eastern Europe. We have widened our supply chain to ensure there are alternative providers of key items.
Lack of demand in key markets is managed by having a diversified portfolio of products.
Loss of key customers is managed by developing and continuing good working relationships and providing excellent service and quality at competitive costs.
The risk of failure in key suppliers is managed by developing long term relationships with our key suppliers, that are predominantly UK based.
Risks identified resulting from the Group’s working capital requirements are mitigated by entering into a range of banking facilities where required and operating a diversified portfolio of businesses with different working capital cycles.

Financial key performance indicators

The Directors are satisfied with the performance of the business during the period especially accounting for the impact due to supply chain disruption.

Page 2

TRINITY TOPCO LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2022

Directors' statement of compliance with duty to promote the success of the Group

This section aims to address the responsibility of the Directors of the Company acting in good faith, to be promoting the success for the benefit of its members as its whole. The Directors and Senior management of Trinity Topco Limited give careful consideration to the factors set out below in discharging their duties.

Matter & How the Directors and Senior Management have discharged their duties

Decision making:
Decision making within the business is always taken with promoting the success of the business in mind from a Director and Senior Management level to all employees in the Company.
Performance of the Company is reviewed internally by Directors, frequently through financial reporting and non financial metrics as well as corporate reviews taking place multiple times throughout the fiscal year. Budgeting from a 3 year level takes place to ensure the long term planning of the company is set and strategic direction taken, as well as short term quarterly forecasting in order to ensure targets are met. All of this is done in line with corporate management to ensure accordance with the firms strategy and delivery of plans agreed by the Company Board and Senior Management.
Employees:
Employees are central to the long term success of any company and the same is true of WN VTech Holdings Limited. We have a diverse skill base and range of experience across our sites and recognise that maintaining and growing this is key to the business’ future.
The business has apprentice programs to ensure that a pipeline of development is always in existence, and also offers a variety of programs of training across all areas.
Employee welfare is a critical component of our relationship with our employees. The business has continued to work with staff post COVID to enable home working, where required, and offer support through internal structures any concerns over mental health issues.
Suppliers and Customers:
Creating and maintaining relationships with our supplier and customer base is key to the nature of our industry. The majority of our commercial arrangements with customers cover repeat long term business and this is reflected in how we manage our supply base – through long term relationships with experienced and skilled Sales and Procurement teams that foster and develop close relationships with our key businesses to ensure that we grow successfully together.
Impact on community and environment:
Impact on the environment is an important factor in all business decision making, especially in the automotive industry.
WN VTech businesses hold ISO 14001 2015 environmental management system accreditation, all aspects of environmental controls are managed through the EMS, including compliance obligations, legal requirements, objectives, operational planning and control. This is used in conjunction with internal, corporate and external BSI audits to ensure we adhere to environmental regulations.

Page 3

TRINITY TOPCO LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2022

Energy and Carbon Reporting

In line with the Streamlined Energy and Carbon Reporting (SECR) requirements we have reported on the underlying energy use.
In 2020 the Company undertook preliminary audits to identify opportunities to improve energy efficiency and reduce energy consumption. The business has already followed some of the recommendations with an estimated saving of 270,818 kWh per year from switching the Westhoughton site from Oil to Natural gas in 2020 and in the period of the report has switched part of the Westhoughton site to LED lighting saving 89,856.
As part of the 2022 renewal of our Gas and Electric contracts part of our energy supply will now come from renewable sources. We continue to offer Electric Cars as the first option to all staff and post year end, 2 new company cars have been ordered, both of which are electric.

Page 4

TRINITY TOPCO LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2022

Energy Consumption and Greenhouse Gas Emissions

Methodology

Conversion factors
All conversion factors that have been used are taken from the 2019 “UK Government GHG” Conversion Factors for Company Reporting” document.
Utilities
Invoices from electricity and natural gas suppliers were provided, with energy consumption expressed in kilowatt hours. Emissions were calculated using the average UK mix.
Fuel consumption is recorded by fuel cards, expressed in litres. Energy consumption and emissions were calculated using the average forecourt mineral blend of fuels.

Page 5

TRINITY TOPCO LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2022

This report was approved by the board on 5 July 2023 and signed on its behalf.

F. G. Barrett

Director

Page 6

TRINITY TOPCO LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their report and the financial statements for the year ended 31 December 2022.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK 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 Group 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 the Group and to 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.

Principal activity

The principal activity of the Company during the year was that of an investment company, providing management and advisory services. The principal activities of the Group during the year were the design and manufacture of specialist vehicles and the related aftermarket across a range of sectors.

Results and dividends

The loss for the year, after taxation, amounted to £18,977,982 (2021 - loss £9,561,225).

The directors do not recommend a dividend.

Directors

The directors who served during the year were:

N. D. Morrill

A. J. Powell

F. G. Barrett

B. J. Davidson

J. M. Randerson

J. S. Sharrock

G. Marqueta-Siibert

Page 7

TRINITY TOPCO LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2022

Future developments

The Directors are satisfied with the results for the period and are positive for the future, based on ongoing improvement and product development initiatives within the business.

Research and development activities

The Group has expended approximately £4,913k (2021 - £2,069k) on development and improvement to the Group's range of products during the year.

Engagement with employees

The Group supports the employment of disabled people wherever possible, both in recruitment and by retention of those who become disabled during their employment.
Appropriate steps are taken to inform and consult employees regarding matters affecting them and the Group.
The Group's policy regarding health and safety is to ensure that, as far as is reasonably practicable, there is a working environment which will minimise the risk to health and safety of employees and those persons who are authorised to be on its premises.

Engagement with suppliers, customers and others

Creating and maintaining relationships with our supplier and customer base is key to the nature of our industry. The majority of our commercial arrangements with customers cover repeat long term business and this is reflected in how we manage our supply base – through long term relationships with an experienced and skilled Sales and Procurement teams that foster and develop close relationships with our key businesses to ensure that we grow successfully together.

Matters covered in the Group Strategic Report

A business review, principal risks and uncertainties, financial key performance indicators, statement of compliance with S172 of the Companies Act and Streamlined Energy and Carbon Reporting are disclosed in the Strategic Report.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

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

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditor

Under section 487(2) of the Companies Act 2006, Langtons Professional Services Limited will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

Page 8

TRINITY TOPCO LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2022

This report was approved by the board on 5 July 2023 and signed on its behalf.

F. G. Barrett

Director

Page 9

TRINITY TOPCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRINITY TOPCO LIMITED

Opinion

We have audited the financial statements of Trinity Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2022, which comprise the Group Statement of comprehensive income, the Group and Company Statements of financial position, the Group Statement of cash flows, the Group and Company Statement of changes in equity and the related notes, 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's affairs as at 31 December 2022 and of the Group's 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 Auditor's 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 United Kingdom, including the Financial Reporting Council'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 or 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 other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Page 10

TRINITY TOPCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRINITY TOPCO LIMITED (CONTINUED)

Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group strategic report and the Directors' report 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 Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent Company financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 7, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Page 11

TRINITY TOPCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRINITY TOPCO LIMITED (CONTINUED)

Auditor's 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 an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.

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:

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation.
We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals and reviewing accounting estimates for biases.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.

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 Auditor's report.

Page 12

TRINITY TOPCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRINITY TOPCO LIMITED (CONTINUED)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Andrew McCall (Senior statutory auditor)

for and on behalf of

Langtons Professional Services Limited

Chartered Accountants

Statutory Auditor

11th Floor, The Plaza

100 Old Hall Street

Liverpool

L3 9QJ

5 July 2023

Page 13

TRINITY TOPCO LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2022

	2022	2021
Note	£	£


Turnover	4	78,048,872	77,541,906
Cost of sales		(64,964,180)	(67,916,205)
Exceptional cost of sales		(3,671,187)	-
Gross profit		9,413,505	9,625,701
Distribution costs		(1,695,842)	(1,638,987)
Administrative expenses		(17,094,232)	(15,201,173)
Other operating income	5	105,605	6,948,672
Operating loss	6	(9,270,964)	(265,787)
Interest receivable and similar income	10	80	1,820
Interest payable and similar expenses	11	(10,060,495)	(8,215,169)
Loss before taxation		(19,331,379)	(8,479,136)
Tax on loss	12	353,397	(1,082,089)
Loss for the financial year		(18,977,982)	(9,561,225)


Currency translation differences	-	(6,389)
Other comprehensive income for the year	-	(6,389)

Total comprehensive income for the year	(18,977,982)	(9,567,614)

(Loss) for the year attributable to:
Owners of the parent Company	(18,977,982)	(9,561,225)
	(18,977,982)	(9,561,225)

The notes on pages 23 to 51 form part of these financial statements.

Page 14

TRINITY TOPCO LIMITED

REGISTERED NUMBER: 12407673

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2022

		2022		2021
Note		£		£

Fixed assets
Intangible assets	14		58,036,154		62,320,423
Tangible assets	15		6,794,767		7,690,250
			64,830,921		70,010,673
Current assets
Stocks	17	17,895,491		15,773,150
Debtors: amounts falling due after more than one year	18	535,200		1,054,827
Debtors: amounts falling due within one year	18	14,977,584		5,500,682
Cash at bank and in hand	19	8,976,260		7,045,825
		42,384,535		29,374,484
Creditors: amounts falling due within one year	20	(37,878,217)		(23,430,156)
Net current assets			4,506,318		5,944,328
Total assets less current liabilities			69,337,239		75,955,001
Creditors: amounts falling due after more than one year	21		(103,991,412)		(91,335,313)
Provisions for liabilities
Deferred taxation	25	(490,953)		(784,576)
Other provisions	26	(269,848)		(282,546)
			(760,801)		(1,067,122)
Net liabilities			(35,414,974)		(16,447,434)

Page 15

TRINITY TOPCO LIMITED

REGISTERED NUMBER: 12407673

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2022

		2022		2021
Note		£		£

Capital and reserves
Called up share capital	27	533,299	522,857
Profit and loss account	28	(35,948,273)	(16,970,291)
Equity attributable to owners of the parent Company		(35,414,974)	(16,447,434)

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 July 2023.

F. G. Barrett

Director

The notes on pages 23 to 51 form part of these financial statements.

Page 16

TRINITY TOPCO LIMITED

REGISTERED NUMBER: 12407673

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2022

		2022		2021
Note		£		£

Fixed assets
Investments	16		1		1
			1		1
Current assets
Debtors: amounts falling due after more than one year	18	615,145		577,055
Debtors: amounts falling due within one year	18	99,896		64,306
Cash at bank and in hand	19	1		1
		715,042		641,362
Creditors: amounts falling due within one year	20	(607,613)		(392,650)
Net current assets			107,429		248,712
Total assets less current liabilities			107,430		248,713


Net assets			107,430		248,713

Capital and reserves
Called up share capital	27		533,299		522,857
Profit and loss account brought forward		(274,144)		(104,271)
Loss for the year		(151,725)		(169,873)
Profit and loss account carried forward			(425,869)		(274,144)
			107,430		248,713

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 July 2023.

F. G. Barrett

Director

The notes on pages 23 to 51 form part of these financial statements.

Page 17

TRINITY TOPCO LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2022

	Called up share capital	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£
At 1 January 2021	522,857	(7,402,677)	(6,879,820)	(6,879,820)
Comprehensive income for the year
Loss for the year	-	(9,561,225)	(9,561,225)	(9,561,225)
Currency translation differences	-	(6,389)	(6,389)	(6,389)
Other comprehensive income for the year	-	(6,389)	(6,389)	(6,389)
Total comprehensive income for the year	-	(9,567,614)	(9,567,614)	(9,567,614)
Total transactions with owners	-	-	-	-

At 1 January 2022	522,857	(16,970,291)	(16,447,434)	(16,447,434)
Comprehensive income for the year
Loss for the year	-	(18,977,982)	(18,977,982)	(18,977,982)
Other comprehensive income for the year	-	-	-	-
Total comprehensive income for the year	-	(18,977,982)	(18,977,982)	(18,977,982)
Contributions by and distributions to owners
Shares issued during the year	10,442	-	10,442	10,442
Total transactions with owners	10,442	-	10,442	10,442
At 31 December 2022	533,299	(35,948,273)	(35,414,974)	(35,414,974)

The notes on pages 23 to 51 form part of these financial statements.

Page 18

TRINITY TOPCO LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2022

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2021	522,857	(104,271)	418,586
Comprehensive income for the year
Loss for the year	-	(169,873)	(169,873)
Total comprehensive income for the year	-	(169,873)	(169,873)
Total transactions with owners	-	-	-

At 1 January 2022	522,857	(274,144)	248,713
Comprehensive income for the year
Loss for the year	-	(151,725)	(151,725)
Total comprehensive income for the year	-	(151,725)	(151,725)
Contributions by and distributions to owners
Shares issued during the year	10,442	-	10,442
Total transactions with owners	10,442	-	10,442
At 31 December 2022	533,299	(425,869)	107,430

The notes on pages 23 to 51 form part of these financial statements.

Page 19

TRINITY TOPCO LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2022

			2022	2021
			£	£

Cash flows from operating activities
Loss for the financial year	(18,977,982)	(9,561,225)
Adjustments for:
Amortisation of intangible assets	8,772,760	7,921,097
Depreciation of tangible assets	1,254,650	1,211,520
Government grants	(14,605)	(569,404)
Interest paid	10,060,494	8,215,169
Interest received	(80)	(1,820)
Taxation charge	(353,397)	1,082,089
(Increase) in stocks	(2,122,342)	(737,665)
(Increase)/decrease in debtors	(8,957,276)	3,411,630
Increase/(decrease) in creditors	2,050,918	(8,396,476)
(Decrease)/increase in provisions	(306,321)	326,590
Corporation tax (paid)	(181,842)	(155,751)
Foreign exchange	-	(6,389)
Exceptional loss on assets during closure	1,011,460	-
Net cash generated from operating activities	(7,763,563)	2,739,365

Cash flows from investing activities
Purchase of intangible fixed assets	(4,944,979)	(2,379,869)
Purchase of tangible fixed assets	(914,139)	(1,043,275)
Government grants received	14,605	569,404
Interest received	80	1,820
HP interest paid	-	(197)
Net cash from investing activities	(5,844,433)	(2,852,117)

Page 20

TRINITY TOPCO LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2022

		2022	2021
		£	£


Cash flows from financing activities
Issue of ordinary shares	10,442	-
Repayment of loans	(2,062,957)	(1,898,745)
Purchase of debenture loans	13,735,794	-
Repayment of/new finance leases	1,488,458	340,893
Interest paid	(2,330,155)	(1,184,790)
Net cash used in financing activities	10,841,582	(2,742,642)
Net (decrease) in cash and cash equivalents	(2,766,414)	(2,855,394)
Cash and cash equivalents at beginning of year	6,360,887	9,216,281
Cash and cash equivalents at the end of year	3,594,473	6,360,887

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	8,976,260	7,045,825
Bank overdrafts	(5,381,787)	(684,938)
	3,594,473	6,360,887

The notes on pages 23 to 51 form part of these financial statements.

Page 21

TRINITY TOPCO LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2022


At 1 January 2022	Cash flows	New finance leases	At 31 December 2022
£	£	£	£

Cash at bank and in hand	7,045,825	95,180	1,835,255	8,976,260
Bank overdrafts	(684,938)	(4,696,850)	-	(5,381,788)
Debt due after 1 year	(90,990,567)	(11,362,362)	-	(102,352,929)
Debt due within 1 year	(2,279,638)	(517,582)	-	(2,797,220)
Finance leases	(346,671)	346,797	(1,835,255)	(1,835,129)
	(87,255,989)	(16,134,817)	-	(103,390,806)

The notes on pages 23 to 51 form part of these financial statements.

Page 22

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

1.	General information

The entity is a private limited liability company, limited by shares registered in England and Wales within the United Kingdom. The registered office and company number can be found on the Company Information page.
These consolidated financial statements include both group and company results.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 16 January 2020.

2.3

Going concern

The Directors have concluded that it is appropriate to prepare the accounts on a going concern basis as the Group had adequate cash resources and financial projections indicate that the Group will continue to trade within its existing bank facilities.

Page 23

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 24

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 25

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.8

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.11

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.12

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

Page 26

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.14

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 27

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.15

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.16

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using both the straight-line and reducing balance method.

Depreciation is provided on the following basis:

Freehold property	-	2% straight line
Long-term leasehold property	-	over period of lease
Short-term leasehold property	-	10% - 33% straight line
Plant and machinery	-	8% - 50% straight line or 15% - 20% reducing balance
Motor vehicles	-	15% - 25% straight line or 25% - 33% reducing balance
Office equipment	-	15% - 33% straight line
Production tooling	-	25% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 28

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

2.18

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.19

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.20

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.21

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.22

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date.

Page 29

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.23

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of financial position.

2.24

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Investments in non-derivative instruments that are equity to the issuer are measured:

∙at fair value with changes recognised in the Consolidated statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;

∙at cost less impairment for all other investments.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an enforceable right to set off the recognised amounts and there is an

Page 30

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.24

Financial instruments (continued)

intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

2.25

Product warranties

A provision is made for the three year warranty claims that are anticipated to be made over the life of
the Group's products. This provision is based on historic sales of vehicles and the provision is
included within accruals.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The directors have made judgements regarding the depreciation of fixed assets, the carrying value of vehicles in work in progress and the provision for warranty claims.

Turnover

The whole of the turnover is attributable to the principal activity of the business.

Analysis of turnover by country of destination:

					2022	2021
					£	£

United Kingdom	71,090,609	75,839,598
Rest of Europe	6,958,264	1,532,067
Rest of the world	-	170,240
	78,048,873	77,541,905

5.	Other operating income
		2022	2021
		£	£

Other operating income	91,000	175,933
Government grants receivable	14,605	22,739
Insurance claims receivable	-	6,750,000
	105,605	6,948,672

The insurance claims receivable relate to a business interruption claim made by the Company during 2020 to cover for the loss due to COVID 19.

Page 31

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

Research & development charged as an expense	51,929	111,993
Exchange differences	7,145	31,609
Other operating lease rentals	338,122	412,010

Fees payable to the Company's auditor and its associates for the audit of the consolidated and parent Company's financial statements	49,000	46,500
Fees payable to the Company's auditor and its associates in respect of:
Taxation compliance services	11,000	10,500
All non-audit services not included above	12,700	12,150

Page 32

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2022	2021	2022	2021
£	£	£	£


Wages and salaries	16,499,113	15,772,479	65,000	65,000
Social security costs	1,491,952	1,386,333	7,405	7,062
Cost of defined contribution scheme	929,174	488,836	-	-
	18,920,239	17,647,648	72,405	72,062

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2022	2021	2022	2021
	No.	No.	No.	No.

Directors	3	3	1	1
Administration	152	156	-	-
Manufacturing	338	362	-	-

	493	521	1	1

9.	Directors' remuneration
		2022	2021
		£	£

Directors' emoluments	614,500	542,161
Group contributions to defined contribution pension schemes	54,709	22,948
	669,209	565,109

	During the year retirement benefits were accruing to 3 directors (2021 - 3) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £183,355 (2021 - £208,583).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £14,595 (2021 - £9,782).

Page 33

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

10.	Interest receivable
		2022	2021
		£	£

	Other interest receivable	80	1,820
		80	1,820

11.	Interest payable and similar expenses
		2022	2021
		£	£

Bank interest payable	2,724,700	1,868,463
Other loan interest payable	7,335,795	6,345,511
Finance leases and hire purchase contracts	-	197
Other interest payable	-	998
	10,060,495	8,215,169

Corporation tax
Current tax on profits for the year	17,290	1,074,766
Adjustments in respect of previous periods	(77,064)	(337,786)
	(59,774)	736,980

Total current tax	(59,774)	736,980

Deferred tax
Origination and reversal of timing differences	(363,782)	91,884
Changes to tax rates	-	166,245
Adjustments in respect of previous periods	70,159	86,980
Total deferred tax	(293,623)	345,109


	Taxation on (loss)/profit on ordinary activities	(353,397)	1,082,089

Page 34

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

12.Taxation (continued)

Loss on ordinary activities before tax

(19,331,378)

(8,479,136)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)	(3,672,962)	(1,611,036)
Effects of:
Non-tax deductible amortisation of goodwill and impairment	1,392,579	1,392,579
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	1,082,084	2,255
Fixed asset differences	(12,302)	1,928
Overseas trading	(459,710)	165,843
Adjustments to tax charge in respect of prior periods	(77,064)	(337,786)
Adjustments to deferred tax charge in respect of prior periods	70,159	86,980
Short-term timing difference leading to an increase (decrease) in taxation	(4,907)	4,907
Non-taxable income	-	(4,072)
Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge	22,231	(13,459)
Deferred tax not provided	1,833,949	1,205,648
Remeasurement of deferred tax for changes in tax rates	(527,454)	188,302
Total tax charge for the year	(353,397)	1,082,089

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 35

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

13.	Exceptional items
		2022	2021
		£	£

Write off of Orion E product line	2,207,793	-
Closure of Binz manufacturing hub	1,463,394	-
	3,671,187	-

Binz has faced significant headwinds and operational challenges, particularly during and since the
COVID-19 period. With an oversized production facility for both operational and office requirements, it is more efficient to close the site and move future production to the UK. This would offer the group significant synergies from merging production techniques and processes. Binz will wind down throughout 2023 once the current order book is fulfilled and all liabilities met. Through this closure, we have assessed the carrying value of owned assets and appropriate impairment has been applied.
The Orion E was initially launched in 2018 and was a significant addition to the product portfolio offering the market WN Vtech’s first electric product. Over the last 2 years, the group has experienced a number of supply chain issues resulting in production difficulties. With the launch of the new Sigma range, the decision was taken to cease production of this vehicle whilst the Group explores the development of a new product in 2023 to service the market requirements.

Page 36

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

14.	Intangible assets
	Group

	Patents	Develop- ment expenditure	Intellectual property rights	Computer software	Goodwill
	£	£	£	£	£
Cost
At 1 January 2022	19,124	3,166,149	260,360	258,154	73,280,506
Additions	-	4,912,880	-	36,018	(3,919)
Disposals	(19,124)	(699,464)	-	-	-
At 31 December 2022	-	7,379,565	260,360	294,172	73,276,587
Amortisation
At 1 January 2022	1,805	1,112,321	64,276	20,060	12,813,252
Charge for the year on owned assets	-	1,371,502	24,511	68,142	7,329,364
On disposals	(1,805)	(260,295)	-	-	-
At 31 December 2022	-	2,223,528	88,787	88,202	20,142,616
Net book value
At 31 December 2022	-	5,156,037	171,573	205,970	53,133,971
At 31 December 2021	17,318	2,053,828	196,085	238,094	60,467,253

Page 37

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

14.Intangible assets (continued)

	Negative goodwill	Total
	£	£
Cost
At 1 January 2022	(1,342,285)	75,642,008
Additions	-	4,944,979
Disposals	-	(718,588)
At 31 December 2022	(1,342,285)	79,868,399
Amortisation
At 1 January 2022	(690,130)	13,321,584
Charge for the year on owned assets	(20,760)	8,772,759
On disposals	-	(262,100)
At 31 December 2022	(710,890)	21,832,243
Net book value
At 31 December 2022	(631,395)	58,036,156
At 31 December 2021	(652,155)	62,320,423

	Company

The company has no intangible fixed assets.

Page 38

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

15.	Tangible fixed assets
	Group

	Freehold property	Long-term leasehold property	Short-term leasehold property	Plant and machinery	Motor vehicles
	£	£	£	£	£
Cost or valuation
At 1 January 2022	3,418,911	1,439,791	253,518	8,272,840	534,135
Additions	78,973	8,500	110,822	566,582	-
Disposals	-	-	-	(607,554)	-
At 31 December 2022	3,497,884	1,448,291	364,340	8,231,868	534,135
Depreciation
At 1 January 2022	846,783	259,505	130,707	5,216,136	228,157
Charge for the year on owned assets	81,332	32,991	21,019	872,964	69,671
Disposals	-	-	-	(100,748)	-
At 31 December 2022	928,115	292,496	151,726	5,988,352	297,828
Net book value
At 31 December 2022	2,569,769	1,155,795	212,614	2,243,516	236,307
At 31 December 2021	2,572,128	1,180,286	122,811	3,056,704	305,977

Page 39

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

15.Tangible fixed assets (continued)

	Office equipment	Total
	£	£
Cost or valuation
At 1 January 2022	1,363,077	15,282,272
Additions	149,261	914,138
Disposals	(63,507)	(671,061)
At 31 December 2022	1,448,831	15,525,349
Depreciation
At 1 January 2022	910,732	7,592,020
Charge for the year on owned assets	176,674	1,254,651
Disposals	(15,341)	(116,089)
At 31 December 2022	1,072,065	8,730,582
Net book value
At 31 December 2022	376,766	6,794,767
At 31 December 2021	452,344	7,690,250

Page 40

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

16.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2022	1
	At 31 December 2022	1

	Net book value
	At 31 December 2022	1
	At 31 December 2021	1

Page 41

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022


Direct subsidiary undertaking
The following was a direct subsidiary undertaking of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

Trinity Midco Limited

England and Wales

Intermediate holding company

Ordinary

100%

Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

Trinity Bidco Limited	England and Wales	Intermediate holding company	Ordinary	100%
WN VTech Holdings Limited	England and Wales	Intermediate holding company	Ordinary	100%
WN VTech Limited	England and Wales	Manufacturer and converter of vehicles	Ordinary	100%
Coleman Milne Limited	England and Wales	Dormant	Ordinary	100%
Mellor Coachcraft Limited	England and Wales	Dormant	Ordinary	100%
Villmount Limited	England and Wales	Intermediate holding company	Ordinary	100%
Treka Bus Limited	England and Wales	Manufacture of both coach built and van conversion accessible minibuses	Ordinary	100%
Woodall Nicholson Trustee Limited	England and Wales	Dormant	Ordinary	100%
Woodall Nicholson Binz International GmBH	Germany	Manufacturer and converter of vehicles	Ordinary	100%
Promech Solutions Limited	England and Wales	Engineering fabrication	Ordinary	100%
JM Engineering (Scaraborough) Limited	England and Wales	Engineering, specialisingin stainless steel and sheet metal work	Ordinary	100%
Vehicle Conversion Specialists Limited	England and Wales	Bespoke specialist coach built vehicles primarily for the emergency service market	Ordinary	100%
Vehicle Conversion Specialists (Republic of Ireland) Limited	Republic of Ireland	Dormant	Ordinary	100%

Page 42

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

17.	Stocks
		Group	Group
		2022	2021
		£	£

Raw materials and consumables	8,500,204	9,574,645
Work in progress (goods to be sold)	7,465,433	4,674,529
Finished goods and goods for resale	1,929,854	1,523,976
	17,895,491	15,773,150

The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 43

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

18.	Debtors
		Group	Group	Company	Company
		2022	2021	2022	2021
		£	£	£	£

Due after more than one year
Amounts owed by group undertakings	-	-	615,145	577,055
Prepayments and accrued income	535,200	1,054,827	-	-
	535,200	1,054,827	615,145	577,055

Group	Group	Company	Company
2022	2021	2022	2021
£	£	£	£

Due within one year
Trade debtors	5,778,719	4,368,235	-	-
Amounts owed by group undertakings	-	-	99,896	64,306
Other debtors	367,613	432,092	-	-
Prepayments and accrued income	8,831,252	700,355	-	-
	14,977,584	5,500,682	99,896	64,306

19.	Cash and cash equivalents
		Group	Group	Company	Company
		2022	2021	2022	2021
		£	£	£	£

Cash at bank and in hand	8,976,260	7,045,825	1	1
Less: bank overdrafts	(5,381,788)	(684,938)	-	-
	3,594,472	6,360,887	1	1

Page 44

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

20.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2022	2021	2022	2021
		£	£	£	£

Bank overdrafts	5,381,788	684,938	-	-
Bank loans	2,507,162	2,196,687	-	-
Payments received on account	1,427,667	133,373	-	-
Trade creditors	18,892,820	14,540,085	-	-
Amounts owed to group undertakings	-	-	540,363	333,401
Corporation tax	114,589	643,971	-	-
Other taxation and social security	3,605,429	2,211,161	-	-
Obligations under finance lease and hire purchase contracts	368,128	111,215	-	-
Other creditors	942,036	1,015,736	-	-
Accruals and deferred income	4,638,598	1,892,990	67,250	59,249
	37,878,217	23,430,156	607,613	392,650

Bank loans are secured by a fixed and floating charge over the assets of the group and an unlimited guarantee accross given by all subsidiary companies.
Bank overdrafts are secured on all assets of the company and by way of an intercompany guarantee with
other group companies.
Obligations under finance lease and hire purchase contracts are secured on demonstrator stock held
within finished goods.

Page 45

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

21.	Creditors: Amounts falling due after more than one year
		Group	Group
		2022	2021
		£	£

Loan notes	72,960,567	59,224,773
Bank loans	29,392,362	31,765,794
Net obligations under finance leases and hire purchase contracts	1,467,001	235,456
Accruals and deferred income	171,482	109,290
	103,991,412	91,335,313

Bank loans are secured by a fixed and floating charge over the assets of the group and an unlimited guarantee accross given by all subsidiary companies.
Loan notes are secured by a composite guarantee and debenture.

The aggregate amount of liabilities repayable wholly or in part more than five years after the reporting date is:
	Group	Group
	2022	2021
	£	£


Repayable other than by instalments	72,960,567	84,801,828
	72,960,567	84,801,828

£25,000,000 bank loan is repayable on 25 February 2027. Interest is charged at SONIA plus 4.5% per annum and is payable every quarter.
Loan notes include accrued interest, calculated at a rate of 12% per annum, which on the 31 December
each year are added to and form part of the principal amount of the loan notes outstanding with interest
calculated thereafter on the increased principial amount. The loan notes, including interest, are repayable
on 31 March 2028.
Amounts owed to group companies include the following two balances:-
(1) - Unsecured loan notes including accrued interest, calculated at a rate of 12% per annum, which on
the 31 December each year are added to and form part of the principal amount of the loan notes
outstanding with interest calculated thereafter on the increased principial amount. The loan notes,
including interest, are repayable on 31 March 2028.
(2) - Intra group loan and accrued interest which cannot be repaid until the loan notes have been repaid.
Interest is charged at SONIA plus 4% per annum.

Page 46

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

22.	Loans

		Group	Group
		2022	2021
		£	£

Amounts falling due within one year
Bank loans	2,507,162	2,196,687
	2,507,162	2,196,687
Amounts falling due 1-2 years
Bank loans	2,605,724	2,373,432
	2,605,724	2,373,432
Amounts falling due 2-5 years
Bank loans	26,786,638	4,392,362
	26,786,638	4,392,362
Amounts falling due after more than 5 years
Bank loans	-	25,000,000
Debenture loans	72,960,567	59,224,773
	72,960,567	84,224,773
	104,860,091	93,187,254

23.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2022	2021
		£	£

Within one year	474,114	193,130
Between 1-5 years	1,856,359	289,695
	2,330,473	482,825

Page 47

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

24.	Financial instruments
		Group	Group	Company	Company
		2022	2021	2022	2021
		£	£	£	£

Financial assets
Financial assets measured at fair value through profit or loss	8,976,260	7,045,825	1	1
Financial assets that are debt instruments measured at amortised cost	5,844,812	4,407,462	715,041	641,361
	14,821,072	11,453,287	715,042	641,362

	Financial liabilities
	Financial liabilities measured at amortised cost	133,365,725	111,023,521	-	-

	Financial assets measured at fair value through profit or loss comprise cash at bank.
	Financial assets that are debt instruments measured at amortised cost comprise trade, group and other debtors.
	Financial liabilities measured at amortised cost comprise trade, group and other creditors, accruals, bank loans and overdrafts, loan notes and payments on account.

Page 48

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

25.	Deferred taxation
	Group

		2022
		£

	At beginning of year	(784,576)
	Charged to profit or loss	293,623
	At end of year	(490,953)

The provision for deferred taxation is made up as follows:
	Group	Group
	2022	2021
	£	£

Accelerated capital allowances	(668,938)	(801,571)
Tax losses carried forward	144,912	-
Short term timing differences	33,073	16,995
	(490,953)	(784,576)

26.	Provisions
	Group

		Government grants
		£

	At 1 January 2022	282,546
	Charged to profit or loss	(12,698)
	At 31 December 2022	269,848

The grants are beng released to the profit and loss account at the same as the rate of depreciation being applied to the assets which the grant was used to purchase.

Page 49

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

27.	Share capital
		2022	2021
		£	£

Allotted, called up and fully paid

267,773 (2021 - 267,773) A Ordinary shares of £1.00 each	267,773	267,773
107,227 (2021 - 107,227) B Ordinary shares of £1.00 each	107,227	107,227
147,857 (2021 - 147,857) C1 Ordinary shares of £1.00 each	147,857	147,857
10,442 (2021 - ) C2 Ordinary shares of £1.00 each	10,442	-

	533,299	522,857

During the year 10,442 C2 Ordinary shares of £1 each were issued for consideration of £10,442.

28.

Reserves

Profit and loss account

The profit and loss account represents the total of all profits and losses made to date, less dividends paid.

29.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held
separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund.
Contributions totalling £290,059 (2021 - £82,951) were payable to the fund at the reporting date and are included in creditors.

30.	Commitments under operating leases
	At 31 December 2022 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2022	2021
		£	£

Not later than 1 year	608,372	330,342
Later than 1 year and not later than 5 years	1,577,097	436,927
Later than 5 years	1,727,027	-
	3,912,496	767,269

Page 50

TRINITY TOPCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

31.Other financial commitments

The Group has provided a bond of £54,000 (2021 - £54,000) to HM Revenue & Customs and a trade debt guarantee of £300,000 (2021 - £Nil) to a supplier.

32.	Related party transactions
	The company has taken advantage of the exemption under paragraph 33.1A of FRS 102 and has not disclosed transactions with other wholly owned group companies.

		2022	2021
		£	£

Consultancy and advisory services provided during the period by the controlling party of the company	100,000	115,000
Consultancy and advisory services provided during the period by a company owned by a director of the company	45,000	45,000
	145,000	160,000

33.	Controlling party

The controlling party of the company is Rutland Partners LLP.

34.	Subsidiary exemption from audit

The directors consider that the group is entitled to exemption from the requirement to have an audit of its
subsidiary undertakings under the provisions of section 479A of the Companies Act 2006 ("the Act") and
members have not required any of the subsidiaries to obtain an audit for the year in question in
accordance with section 476 of the Act.
Villmount Limited (NI604140), Treka Bus Limited (04063157), Promech Technologies Limited (09691800), JM Engineering (Scarborough) Limited (06429273) and Vehicle Conversion Specialists Limited (07214183) have taken advantage of this exemption.

Page 51