REGISTERED NUMBER: 15022050 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

POTTO GROUP LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Statement of Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

17

DIRECTORS:

Mrs A Preston MBE

Mr J D Preston

Mr J R Godwin

REGISTERED OFFICE:

Goulton Lane

Potto

Northallerton

DL6 3HX

REGISTERED NUMBER:

15022050 (England and Wales)

SENIOR STATUTORY AUDITOR:

Jemma Hoggard FCA

INDEPENDENT AUDITORS:

Baines Jewitt Limited

Statutory Auditors

Spitfire House

19 Falcon Court

Preston Farm Industrial Estate

Stockton-on-Tees

TS18 3TU

BANKERS:

HSBC

PO Box 117

60 Albert Road

Middlesbrough

TS1 1RS

The directors present their strategic report of the Company and the Group for the year ended 31 December 2024.

Potto Group Limited was incorporated on 24 July 2023

The business was established in 1936 at our head office at Potto in North Yorkshire. It now operates from a further three depots at Teesside, West Yorkshire and the South East.

In addition to the principal activity of road haulage, the company also offers warehousing services in the North and South East.

The company is long established, has a strong balance sheet and the directors are confident in retaining its high position in the market.

REVIEW OF BUSINESS

In the previous year there was a group reconstruction, with the incorporation of Potto Group Limited and completion of a share for share exchange resulting in a new ultimate parent company, Potto Group Limited.

The group reconstruction was effected on 30 November 2023, the combining entities were:

Richard Preston & Son Limited

Freeman, Volkers & Stuart Limited

Teesside Steel Distribution Limited

C.W. Tinkler & Co. Limited

For the year ended 31 December 2024, the directors are pleased to report total comprehensive income of £617,315 (2023: £611,452) for the year.

The year ended with a healthy cash position of £1,109,254 (2023: £1,067,304).

Turnover is closely linked to fuel escalator agreements, which align sales values with prevailing fuel prices. As fuel costs have eased, our pricing has adjusted accordingly, importantly the underlying volume of activity remains strong.

The directors continue to closely monitor asset and employee productivity and are implementing strategic measures to drive improvements in the company's overall performance during the current financial year. In addition, the company has made significant capital investments in its fleet to enhance operational capacity, service delivery, and long-term growth.

The group tightly manages its cash flow and working capital and uses several KPI's to further monitor its performance. These include a range of financial ratios as follows:

- Gross profit %

- Operating profit %

- Debtor days

- Cash balance

- Staff utilisation

PRINCIPAL RISKS AND UNCERTAINTIES

The company closely monitors any potential risks and uncertainties within the haulage industry. The principal risks are detailed below.

Economy

The company is always at risk of the economy and customers reactions to the state of the economy, we strive to offer the highest level of customer service in order to mitigate this risk as much as possible.

Competition

The company closely monitors the performance levels of drivers and vehicles with the aim of ensuring an efficient operation for its customers.

Fuel

The company faces fluctuating fuel costs, however the business uses variable fuel surcharges to mitigate this risk.

Credit

The company trades with many businesses, both local and further afield. All customers are initially subject to credit vetting procedures and receivable balances and monitored on an ongoing basis.

Cashflow/liquidity risk

Cashflow and liquidity are monitored regularly against forecasts and available finance facilities to ensure the group has sufficient headroom. The group actively maintains a mixture of long-term and short-term committed facilities which are designed to ensure the group has sufficient available funds for operations and planned investment.The group continues to be well supported by their bankers.

Skills availability (people)

The company continues to offer training to all employees.

FUTURE DEVELOPMENTS

The group has made progress in the last twelve months and the prospects for the current financial year are good.

The company is continuing to invest in its fleet to maintain its high fleet standards.

Additional land purchased in 2021 is earmarked for future development as new opportunities arise.

ON BEHALF OF THE BOARD:

Mrs A Preston MBE - Director

29 September 2025

The directors present their report with the financial statements of the Company and the Group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the Group in the year under review was that of a haulage contractor and storage.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

FUTURE DEVELOPMENTS

Details of future developments are covered in the strategic report.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mrs A Preston MBE

Mr J D Preston

Mr J R Godwin

EMPLOYEES

The group has continued its practice of keeping employees informed on matters affecting them as employees and the financial and economic factors affecting the performance of the group.

DISABLED EMPLOYEES

Applications for employment by disabled persons are given full and fair consideration for all vacancies in accordance with their particular aptitudes and abilities.

In the event of an employee becoming disabled, every effort is given to retrain them in order that their employment with the group may continue.

It is the policy of the group that training, career development and promotion opportunities should be available to all employees.

DISCLOSURE IN THE STRATEGIC REPORT

The principal risks and uncertainties facing the company and the likely future developments have been outlined within the strategic report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the Group's auditors are aware of that information.

AUDITORS

The auditors, Baines Jewitt Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mrs A Preston MBE - Director

29 September 2025

Opinion

We have audited the financial statements of Potto Group Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the Group's and of the Parent Company affairs as at 31 December 2024 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

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

-	the parent company financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

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

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Health & Safety and Employment law, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.

We evaluated management's opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Audit procedures performed by the engagement team included:

-

discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;

-

evaluation and testing of the operating effectiveness of management's controls designed to prevent and detect irregularities;

-

challenging assumptions and judgements made by management in their significant accounting estimates; and

-

identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or posted by senior management.

There are inherent limitations in the audit procedures described above and the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

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

Jemma Hoggard FCA (Senior Statutory Auditor)

for and on behalf of Baines Jewitt Limited

Statutory Auditors

Spitfire House

19 Falcon Court

Preston Farm Industrial Estate

Stockton-on-Tees

TS18 3TU

29 September 2025

TURNOVER

3

15,596,489

16,583,690

Cost of sales

14,287,694

14,342,491

GROSS PROFIT

1,308,795

2,241,199

Administrative expenses

1,669,631

1,679,579

(360,836

)

561,620

Other operating income

4

399,249

360,855

OPERATING PROFIT

6

38,413

922,475

Interest receivable and similar income

7

29,132

30,814

67,545

953,289

Interest payable and similar expenses

8

223,230

152,477

(LOSS)/PROFIT BEFORE TAXATION

(155,685

)

800,812

Tax on (loss)/profit

9

(38,000

)

189,360

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(117,685

)

611,452

OTHER COMPREHENSIVE INCOME

Freehold land and buildings revaluation

735,000

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

735,000

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

617,315

611,452

(Loss)/profit attributable to:

Owners of the parent

(117,685

)

611,452

Total comprehensive income attributable to:

Owners of the parent

617,315

611,452

FIXED ASSETS

Tangible assets

11

12,627,081

11,927,301

Investments

12

-

-

Investment property

13

-

-

12,627,081

11,927,301

CURRENT ASSETS

Stocks

14

114,692

159,676

Debtors

15

2,896,847

2,708,363

Cash at bank and in hand

1,109,254

1,067,304

4,120,793

3,935,343

CREDITORS

Amounts falling due within one year

16

3,408,005

2,905,503

NET CURRENT ASSETS

712,788

1,029,840

TOTAL ASSETS LESS CURRENT LIABILITIES

13,339,869

12,957,141

CREDITORS

Amounts falling due after more than one year

17

(2,323,254

)

(2,923,041

)

PROVISIONS FOR LIABILITIES

21

(871,000

)

(909,000

)

NET ASSETS

10,145,615

9,125,100

CAPITAL AND RESERVES

Called up share capital

22

5,144

5,000

Share premium

23

403,056

-

Revaluation reserve

23

4,149,737

3,414,737

Retained earnings

23

5,587,678

5,705,363

SHAREHOLDERS' FUNDS

10,145,615

9,125,100

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

Mrs A Preston MBE - Director

FIXED ASSETS

Tangible assets

11

418,613

16

Investments

12

5,000

5,000

Investment property

13

1,629,164

-

2,052,777

5,016

CREDITORS

Amounts falling due within one year

16

16

16

NET CURRENT LIABILITIES

(16

)

(16

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,052,761

5,000

CREDITORS

Amounts falling due after more than one year

17

18,176

-

NET ASSETS

2,034,585

5,000

CAPITAL AND RESERVES

Called up share capital

22

5,144

5,000

Share premium

23

403,056

-

Fair value reserve

23

135,000

-

Retained earnings

23

1,491,385

-

SHAREHOLDERS' FUNDS

2,034,585

5,000

Company's loss for the financial year

(2,779

)

-

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

Mrs A Preston MBE - Director

Called up

share

Retained

Share

Revaluation

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 January 2023

5,000

5,093,911

-

3,414,737

8,513,648

Changes in equity

Total comprehensive income

-

611,452

-

-

611,452

Balance at 31 December 2023

5,000

5,705,363

-

3,414,737

9,125,100

Changes in equity

Issue of share capital

144

-

403,056

-

403,200

Total comprehensive income

-

(117,685

)

-

735,000

617,315

Balance at 31 December 2024

5,144

5,587,678

403,056

4,149,737

10,145,615

Called up

share

Retained

Share

Fair value

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Changes in equity

Issue of share capital

5,000

-

-

-

5,000

Balance at 31 December 2023

5,000

-

-

-

5,000

Changes in equity

Issue of share capital

144

-

403,056

-

403,200

Total comprehensive income

-

1,491,385

-

135,000

1,626,385

Balance at 31 December 2024

5,144

1,491,385

403,056

135,000

2,034,585

Cash flows from operating activities

Cash generated from operations

1

1,756,336

1,918,287

Interest paid

-

(18

)

Interest element of hire purchase payments paid

(223,230

)

(152,459

)

Net cash from operating activities

1,533,106

1,765,810

Cash flows from investing activities

Purchase of tangible fixed assets

(441,395

)

(852,565

)

Sale of tangible fixed assets

139,706

6,500

Interest received

29,132

30,814

Net cash from investing activities

(272,557

)

(815,251

)

Cash flows from financing activities

Capital repayments in year

(1,176,272

)

(1,434,756

)

Amount introduced by directors

12,167

14,230

Amount withdrawn by directors

(10,018

)

(12,010

)

Net cash from financing activities

(1,174,123

)

(1,432,536

)

Increase/(decrease) in cash and cash equivalents

86,426

(481,977

)

Cash and cash equivalents at beginning of year

2

1,022,828

1,504,805

Cash and cash equivalents at end of year

2

1,109,254

1,022,828

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

2024

2023

£

£

(Loss)/profit before taxation

(155,685

)

800,812

Depreciation charges

1,454,508

999,452

Loss/(profit) on disposal of fixed assets

19,981

(4,909

)

Reclassification of asset to stock

-

19,000

Finance costs

223,230

152,477

Finance income

(29,132

)

(30,814

)

1,512,902

1,936,018

Decrease in stocks

44,984

52,758

(Increase)/decrease in trade and other debtors

(190,633

)

341,494

Increase/(decrease) in trade and other creditors

389,083

(411,983

)

Cash generated from operations

1,756,336

1,918,287

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

1,109,254

1,067,304

Bank overdrafts

-

(44,476

)

1,109,254

1,022,828

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

1,067,304

1,504,805

Bank overdrafts

(44,476

)

-

1,022,828

1,504,805

3.	ANALYSIS OF CHANGES IN NET DEBT

Other

non-cash

At 1.1.24

Cash flow

Refinancing

changes

At 31.12.24

£

£

£

£

£

Net cash

Cash at bank

and in hand

1,067,304

41,950

-

1,109,254

Bank overdrafts

(44,476

)

44,476

-

-

1,022,828

86,426

-

1,109,254

Debt

Finance leases

(4,020,753

)

1,698,172

(521,900

)

(734,380

)

(3,578,861

)

(4,020,753

)

1,698,172

(521,900

)

(734,380

)

(3,578,861

)

Total

(2,997,925

)

1,784,598

(521,900

)

(734,380

)

(2,469,607

)

1.	STATUTORY INFORMATION

Potto Group Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General 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 and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The prior year financial statements cover a period of less than twelve months. The accounting period end was shortened to 31 December to bring it in line with the rest of the group.

Financial Reporting Standard 102 - reduced disclosure exemptions

The Group has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirement of paragraph 33.7.

Basis of consolidation

The group financial statements consolidate those of the company and its subsidiary undertakings drawn up to 31 December 2024. Profits and losses on intra-group transactions are eliminated in full. On acquisition of a subsidiary, all of the subsidiary's assets and liabilities which exist at the date of acquisition are recorded at their fair values reflecting their condition at that date.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover

Turnover is the amount derived from ordinary activities, and stated after trade discounts, other sales taxes and net of VAT. Revenue is recognised on the date that the service is provided.