REGISTERED NUMBER: 01797927 (England and Wales)

ITC (HOLDINGS) LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

R Mantel

M J Mantel

S M Mantel

REGISTERED OFFICE:

Unit 9

J4 Stanhope Road

Camberley

Surrey

GU15 3BW

REGISTERED NUMBER:

01797927 (England and Wales)

SENIOR STATUTORY AUDITOR:

Roger Cox FCA

AUDITORS:

Miller & Co

Statutory Auditor

Chartered Accountants

5 Imperial Court

Laporte Way

Luton

Bedfordshire

LU4 8FE

The directors present their strategic report of the company and the group for the year ended 30 November 2025.

REVIEW OF BUSINESS

The results for the year are set out on page 9. The Group's key performance indicators are Turnover and Operating Profit.

Turnover for the year amounted to £15,245,385 (2024 £14,776,362) and is up by 3% when compared with the previous year.Turnover is now back to normal recent historical levels following a period of volatility caused by Covid and so is a comparable baseline.

Despite challenging operating costs in global trade, the company has managed to achieve a small increse in trading margins. The increased turnover and margins has meant an increase in gross profit of £613,172. This has lead to the group posting an operating profit for the year before tax of £187,561compared to £172,072 in 2024.

The group continues to have material liquid resources.

Whilst the challenging market condition continue to prevail, the directors believe the group continues to benefit from the wide range of activities it carries out and from its strong management team and are pleased with the financial performance of the group.They are looking forward to continuing to explore opportunities from their new location and larger premises.

PRINCIPAL RISKS AND UNCERTAINTIES

The principle risks and uncertainties facing the Group continue to be the impact of market share and the pressure on margins brought about by ever increasing competition and cost increases.

The Group, in an effort to manage its commercial risk, ensures that its pricing policy remains competitive and that it keeps a close relationship with its customers whose needs are treated as paramount. Due to global trade cost increases the Group has managed to increase margins to offset some of these cost increases.

The Group's credit risk is primarily attributed to its trade debtors and continues to be managed by operating strict credit checks on new customers and closely monitoring the credit limits of existing customers by reference to current financial information. The Group continues to have an increasingly diversified customer base, which helps to reduce the exposure to bad debts.

The Group's response to the current difficult economic climate continues to be to develop its sales activity.

Cash flow is closely monitored as part of the Group's day to day control procedures.

The directors continue to focus on these points in their strategy for the future.

ON BEHALF OF THE BOARD:

M J Mantel - Director

23 June 2026

The directors present their report with the financial statements of the company and the group for the year ended 30 November 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of shipping and forwarding agents and ancillary services.

DIVIDENDS

No interim dividend was paid during the year. The directors recommend a final dividend of 255.20 per share.

The total distribution of dividends for the year ended 30 November 2025 will be £ 127,600 .

FUTURE DEVELOPMENTS

The Group continues to promote its activities, in particular its warehousing and distribution division.

The group relocated to larger premises in October 2024, and the group and its trading subsidiary, Immediate Transportation Company Limited, and continues to seek new customers and resulting from this relocation. However due to geopolitical events in the gulf since the year end the resulting spike in oil prices it remains a challenging trading environment.

DIRECTORS

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

R Mantel

M J Mantel

S M Mantel

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

AUDITORS

The auditors, Miller & Co, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M J Mantel - Director

23 June 2026

Opinion

We have audited the financial statements of ITC (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2025 which comprise the Consolidated Income Statement, Consolidated Other 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 30 November 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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.

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, including fraud.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to these risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

- the nature of the industry, control environment and business performance;

- the results of our enquiries of management about their own identification and assessments of the risks of

irregularities;

- any matters we identified having obtained and reviewed the company's policies and procedures relating to:

o identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of

non-compliance;

o detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or

alleged fraud;

o the matters discussed among the audit engagement team regarding how and where fraud might occur in the

financial statements and any potential indicators of fraud.

In common with all audits under ISAs (UK) we are also required to perform specific procedures to respond to the risk of management override.

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.

Roger Cox FCA (Senior Statutory Auditor)

for and on behalf of Miller & Co

Statutory Auditor

Chartered Accountants

5 Imperial Court

Laporte Way

Luton

Bedfordshire

LU4 8FE

23 June 2026

TURNOVER

4

15,245,385

14,776,362

Cost of sales

9,182,022

9,326,171

GROSS PROFIT

6,063,363

5,450,191

Administrative expenses

5,962,600

5,462,158

100,763

(11,967

)

Other operating income

5

86,797

184,040

OPERATING PROFIT

7

187,560

172,073

Interest receivable and similar income

823

3,367

188,383

175,440

Interest payable and similar expenses

8

44,344

21,518

PROFIT BEFORE TAXATION

144,039

153,922

Tax on profit

9

50,070

19,364

PROFIT FOR THE FINANCIAL YEAR

93,969

134,558

Profit attributable to:

Owners of the parent

93,969

134,558

PROFIT FOR THE YEAR

93,969

134,558

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

93,969

134,558

Total comprehensive income attributable to:

Owners of the parent

93,969

134,558

FIXED ASSETS

Tangible assets

12

895,898

843,665

Investments

13

-

-

895,898

843,665

CURRENT ASSETS

Debtors

14

2,553,059

2,760,033

Cash at bank and in hand

334,393

515,031

2,887,452

3,275,064

CREDITORS

Amounts falling due within one year

15

2,461,941

2,627,829

NET CURRENT ASSETS

425,511

647,235

TOTAL ASSETS LESS CURRENT LIABILITIES

1,321,409

1,490,900

CREDITORS

Amounts falling due after more than one year

16

(158,039

)

(343,969

)

PROVISIONS FOR LIABILITIES

20

(69,434

)

(19,364

)

NET ASSETS

1,093,936

1,127,567

CAPITAL AND RESERVES

Called up share capital

21

500

500

Capital redemption reserve

22

500

500

Other reserves

22

92,963

92,963

Retained earnings

22

996,598

1,030,229

SHAREHOLDERS' FUNDS

1,090,561

1,124,192

NON-CONTROLLING INTERESTS

23

3,375

3,375

TOTAL EQUITY

1,093,936

1,127,567

The financial statements were approved by the Board of Directors and authorised for issue on 23 June 2026 and were signed on its behalf by:

M J Mantel - Director

S M Mantel - Director

FIXED ASSETS

Tangible assets

12

-

-

Investments

13

69,564

69,564

69,564

69,564

CURRENT ASSETS

Debtors

14

2,886

2,886

CREDITORS

Amounts falling due within one year

15

10,172

10,172

NET CURRENT LIABILITIES

(7,286

)

(7,286

)

TOTAL ASSETS LESS CURRENT LIABILITIES

62,278

62,278

CAPITAL AND RESERVES

Called up share capital

21

500

500

Capital redemption reserve

22

500

500

Retained earnings

22

61,278

61,278

SHAREHOLDERS' FUNDS

62,278

62,278

Company's profit for the financial year

127,600

121,000

The financial statements were approved by the Board of Directors and authorised for issue on 23 June 2026 and were signed on its behalf by:

M J Mantel - Director

S M Mantel - Director

Called up

Capital

share

Retained

redemption

capital

earnings

reserve

£

£

£

Balance at 1 December 2023

500

1,016,671

500

Changes in equity

Dividends

-

(121,000

)

-

Total comprehensive income

-

134,558

-

Balance at 30 November 2024

500

1,030,229

500

Changes in equity

Dividends

-

(127,600

)

-

Total comprehensive income

-

93,969

-

Balance at 30 November 2025

500

996,598

500

Other

Non-controlling

Total

reserves

Total

interests

equity

£

£

£

£

Balance at 1 December 2023

92,963

1,110,634

3,375

1,114,009

Changes in equity

Dividends

-

(121,000

)

-

(121,000

)

Total comprehensive income

-

134,558

-

134,558

Balance at 30 November 2024

92,963

1,124,192

3,375

1,127,567

Changes in equity

Dividends

-

(127,600

)

-

(127,600

)

Total comprehensive income

-

93,969

-

93,969

Balance at 30 November 2025

92,963

1,090,561

3,375

1,093,936

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 December 2023

500

61,278

500

62,278

Changes in equity

Dividends

-

(121,000

)

-

(121,000

)

Total comprehensive income

-

121,000

-

121,000

Balance at 30 November 2024

500

61,278

500

62,278

Changes in equity

Dividends

-

(127,600

)

-

(127,600

)

Total comprehensive income

-

127,600

-

127,600

Balance at 30 November 2025

500

61,278

500

62,278

Cash flows from operating activities

Cash generated from operations

1

378,236

115,267

Interest paid

(19,227

)

(12,509

)

Interest element of hire purchase payments paid

(25,117

)

(9,009

)

Tax paid

(2

)

-

Net cash from operating activities

333,890

93,749

Cash flows from investing activities

Purchase of tangible fixed assets

(295,616

)

(825,795

)

Sale of tangible fixed assets

40,100

21,500

Interest received

823

3,367

Net cash from investing activities

(254,693

)

(800,928

)

Cash flows from financing activities

New loans in year

-

304,500

Loan repayments in year

(147,938

)

(23,530

)

Capital repayments in year

13,238

293,762

Amount introduced by directors

2,465

15

Equity dividends paid

(127,600

)

(121,000

)

Net cash from financing activities

(259,835

)

453,747

Decrease in cash and cash equivalents

(180,638

)

(253,432

)

Cash and cash equivalents at beginning of year

2

515,031

768,463

Cash and cash equivalents at end of year

2

334,393

515,031

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

2025

2024

£

£

Profit before taxation

144,039

153,922

Depreciation charges

238,416

90,715

Profit on disposal of fixed assets

(35,133

)

(21,500

)

Finance costs

44,344

21,518

Finance income

(823

)

(3,367

)

390,843

241,288

Decrease/(increase) in trade and other debtors

206,974

(520,779

)

(Decrease)/increase in trade and other creditors

(219,581

)

394,758

Cash generated from operations

378,236

115,267

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 30 November 2025

30.11.25

1.12.24

£

£

Cash and cash equivalents

334,393

515,031

Year ended 30 November 2024

30.11.24

1.12.23

£

£

Cash and cash equivalents

515,031

768,463

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.12.24

Cash flow

At 30.11.25

£

£

£

Net cash

Cash at bank and in hand

515,031

(180,638

)

334,393

515,031

(180,638

)

334,393

Debt

Finance leases

(363,577

)

(13,238

)

(376,815

)

Debts falling due within 1 year

(147,938

)

14,906

(133,032

)

Debts falling due after 1 year

(133,032

)

133,032

-

(644,547

)

134,700

(509,847

)

Total

(129,516

)

(45,938

)

(175,454

)

1.	STATUTORY INFORMATION

ITC (Holdings) 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 Company Information page.

The presentation currency of the financial statements is the Pound Sterling, rounded to the nearest £.

2.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statement have been prepared under the historical cost convention.

Basis of consolidation

The group accounts consolidate the accounts of ITC (Holdings) Limited, Immediate Transportation Company Limited, ITC (Travel) Limited and Langstafff Erembert & Company Limited, all made up to 30 November 2025.

ITC (Holdings) Limited holds all the shares in ITC (Travel) Limited and Immediate Transportation Company Limited, which in turn holds 19,998 of the 20,000 shares in Langstaff Erembert & Company Limited. Neither ITC (Travel) Limited nor Langstaff Erembert & Company Limited traded during the year.ITC (Holdings) Limited is a holding company and Immediate Transportation Company Limited acts as shipping and forwarding agents with ancillary services.

Parent company disclosure exemptions:

In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions available in FRS102:

i) No cash flow statement has been prepared for the parent company.

ii) No disclosure has been given for the aggregate remuneration of the key management personnel of the parent company as their remuneration is included in the totals for the group as a whole.

Significant judgements and estimates

In the application of the Company's accounting policies, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Turnover

Turnover represents the amounts charged for services provided as Shipping and Forwarding Agents to customers, for which the company has obtained the right to consideration, net of value added tax.

Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for services rendered, net of discounts and value added tax.

Revenue from services is recognised on shipment of goods, when the significant risks and rewards of ownership have been transferred to the buyer, the company retains no continuing involvement or control over the goods, the amount of revenue can be measured reliably, it is probable that the associated economic benefits will flow to the entity, and the costs incurred or to be incurred in respect of transactions can be measured reliably.