Company Registration No. 01384973 (England and Wales)
WARLEY CARRIERS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
WARLEY CARRIERS LIMITED
COMPANY INFORMATION
Directors
Mr Liam Reid
Ms M C Reid
Mr S Reid
Company number
01384973
Registered office
Oldbury Road
West Bromwich
West Midlands
England
B70 9DP
Auditor
SCC Chartered Accountants Ltd
1 The Square
Moy
Co. Tyrone
BT71 7SG
Bankers
HSBC Bank Plc
148 High Street
Harborne
Birmingham
West Midlands
B17 9PN
Solicitors
Mills Selig Solicitors
21 Arthur Street
Belfast
Co. Antrim
BT1 4GA
WARLEY CARRIERS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Profit and loss account
9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 23
WARLEY CARRIERS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 1 -

The directors present the strategic report for the year ended 30 November 2025.

Fair review of the business

The financial year ended 30 November 2025 was a period of strong growth for Warley Carriers Limited. The company achieved increased sales, supported by the continued development of its full-load transport services, and remains the largest contributor within its sector. Key drivers of revenue growth included the expansion of operations across the UK and Ireland through new locations, the development of relationships with new customers, and increased revenues from existing customers, all underpinned by consistently high service levels.

Margins improved during the year, reflecting both revenue growth and operational efficiency. The directors are confident in maintaining these margins as a minimum in the coming year and intend to enhance them further through the development of new revenue streams alongside continued efficiency improvements.

Principal risks and uncertainties

The principal risks and uncertainties facing the Company are described below:

Price Risk

Market conditions, competitive pressures, and the cost of shipping and labour continue to present key challenges for Warley Carriers Limited.

Credit Risk

The company has established robust policies requiring due diligence and senior-level approval before entering into contracts or agreements with new customers.

Liquidity Risk

Warley Carriers Limited maintains sufficient cash reserves to support the efficient operation of its daily activities. Detailed cash flow forecasts are prepared on a weekly, quarterly, and annual basis to ensure that adequate funds are available for both routine operations and any planned expenditures. In addition, the company operates an invoice discounting facility, which can be accessed if required.

Customs Legislation

A qualified in-house Customs department has been developed to mitigate any risks arising from changes to Irish Sea trading arrangements following Brexit.

Key performance indicators

Financial KPIs

Turnover, gross margin, net profit, cash flow, and gearing ratio are the primary financial KPIs used by Warley Carriers Limited to monitor performance and support strategic decision-making.

Employees

The safety and mental wellbeing of employees are key priorities. The company is committed to providing a safe working environment, opportunities for skills development, and ensuring that employees feel heard, with individual goals aligned to the company’s objectives. Employee turnover and sickness KPIs are monitored to assess workforce wellbeing, with outcomes addressed through policy updates to meet evolving needs.

Corporate Social Responsibility

As the company grows, it remains mindful of its CSR obligations. The board of directors is committed to ensuring that the business operates in a socially accountable manner, benefiting the company, its stakeholders, and the wider public.

Environmental Impact

Warley Carriers Limited has implemented initiatives aligned with the Government’s key targets for 2030 and 2050. A Carbon Reduction roadmap has been developed and is currently being implemented. Advanced software monitors driver behaviour and route efficiency, further demonstrating the company’s commitment to sustainability. Up to 70% of the energy requirements at the Northern Ireland headquarters are met through wind-powered facilities.

WARLEY CARRIERS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 2 -
Other information and explanations

There have been no significant events affecting Warley Carriers Limited since the year end.

On behalf of the board

Ms M C Reid
Director
18 June 2026
WARLEY CARRIERS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 30 November 2025.

Principal activities

The principal activity of the company continued to be freight transport by road and other transportation support activities.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr Liam Reid
Ms M C Reid
Mr S Reid
Results and dividends

The results for the year are set out on page 9.

Post reporting date events

There are no significant post balance sheet events.

Future developments

The company plans to continue its present activities and current trading levels. Employees are kept fully informed as practicable about developments within the business.

Auditor

The Board proposes the appointment of SCC Chartered Accountants, as the Company's auditor in accordance with section 485 of the Companies Act 2006. A resolution confirming their appointment will be proposed at the forthcoming Annual General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

WARLEY CARRIERS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 4 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Ms M C Reid
Director
18 June 2026
WARLEY CARRIERS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF WARLEY CARRIERS LIMITED
- 5 -
Opinion

We have audited the financial statements of Warley Carriers Limited (the 'company') for the year ended 30 November 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and 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 FRS 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 company's affairs as at 30 November 2025 and of its 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company 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

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

- the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

- the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 our audit:

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

WARLEY CARRIERS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF WARLEY CARRIERS LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report and the directors' r eport.

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, or returns adequate for our audit have not been received from branches not visited by us; or

- the 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' r esponsibilities s tatement, 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 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 company or to cease operations, or have no realistic alternative but to do so.

WARLEY CARRIERS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF WARLEY CARRIERS LIMITED
- 7 -
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 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, we identified the principal risks of non-compliance with laws and regulation related to employment law, health and safety and data protection. We also considered those laws that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and Financial Reporting Standards,

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements and determined that the principal risks related to fraudulent financial reporting and management bias in accounting estimates. We communicated the identified laws and regulations throughout the audit team and remained alert to any indication of non-compliance throughout the audit. Audit procedures performed by the auditors included, but were not limited to:

- Discussions with management including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

- Reviewing key correspondence with external advisors;

- Challenging assumptions and judgements made by management in their significant accounting estimates, and;

- Identifying and testing unusual entries.

Owing to 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. The risk increases the more that compliance with a law or regulation is removed from the events and transaction 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

WARLEY CARRIERS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF WARLEY CARRIERS LIMITED
- 8 -

The purpose of our audit work and to whom we owe our responsibilities

This report is made solely to the company's member 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 member 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 member for our audit work, for this report, or for the opinions we have formed.

Sean G. Cavanagh (Senior Statutory Auditor)
for and on behalf of SCC Chartered Accountants Ltd
18 June 2026
Chartered Accountants
Statutory Auditor
1 The Square
Moy
Co. Tyrone
BT71 7SG
WARLEY CARRIERS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 9 -
Year ended
Period ended
30 November
30 November
2025
2024
Notes
£
£
Turnover
3
14,119,426
15,887,071
Cost of sales
(10,521,095)
(12,025,286)
Gross profit
3,598,331
3,861,785
Administrative expenses
(2,344,636)
(3,138,195)
Operating profit
5
1,253,695
723,590
Interest payable and similar expenses
7
(299,193)
(495,415)
Profit before taxation
954,502
228,175
Tax on profit
(6,441)
-
0
Profit for the financial year
948,061
228,175

The profit and loss account has been prepared on the basis that all operations are continuing operations.

WARLEY CARRIERS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 10 -
Year
Period
ended
ended
2025
2024
£
£
Profit for the year
948,061
228,175
Other comprehensive income
-
-
Total comprehensive income for the year
948,061
228,175
WARLEY CARRIERS LIMITED
BALANCE SHEET
AS AT
30 NOVEMBER 2025
30 November 2025
- 11 -
Year ended
Period ended
30 November 2025
30 November 2024
Notes
£
£
£
£
Fixed assets
Tangible assets
8
707,588
786,273
Investments
9
10,000
10,000
717,588
796,273
Current assets
Stocks
10
23,045
24,835
Debtors
11
4,767,125
5,391,436
Cash at bank and in hand
481,027
13,399
5,271,197
5,429,670
Creditors: amounts falling due within one year
12
(3,597,879)
(3,595,565)
Net current assets
1,673,318
1,834,105
Total assets less current liabilities
2,390,906
2,630,378
Creditors: amounts falling due after more than one year
13
(471,539)
(1,616,367)
Provisions for liabilities
16
-
(42,705)
Net assets
1,919,367
971,306
Capital and reserves
Called up share capital
18
13,333
13,333
Profit and loss reserves
1,906,034
957,973
Total equity
1,919,367
971,306
The financial statements were approved by the board of directors and authorised for issue on 18 June 2026 and are signed on its behalf by:
Ms M C Reid
Director
Company Registration No. 01384973
WARLEY CARRIERS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 July 2023
13,333
729,798
743,131
Period ended 30 November 2024:
Profit and total comprehensive income for the period
-
228,175
228,175
Balance at 30 November 2024
13,333
957,973
971,306
Year ended 30 November 2025:
Profit and total comprehensive income for the year
-
948,061
948,061
Balance at 30 November 2025
13,333
1,906,034
1,919,367
WARLEY CARRIERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 13 -
1
Accounting policies
Company information

Warley Carriers Limited is a private company limited by shares incorporated in England and Wales. The registered office is Oldbury Road, West Bromwich, West Midlands, England, B70 9DP.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The comparative figures presented for the prior period cover 17 months, from July 2023 to November 2024, rather than the standard 12 month period. Accordingly, certain balances, including revenues and expenses, may not be directly comparable to the current period. Users of the financial statements should take this extended period into account when reviewing year on year changes.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of TST Holdings (NI) Limited. These consolidated financial statements are available from its registered office, The John Reid Logistics Park, 190 Raceview Road, Ballymena, Northern Ireland, BT42 4HZ.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

WARLEY CARRIERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 14 -

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and machinery
15% reducing balance
Fixtures, fittings, tools and equipment
over 5 years
Motor vehicles
over 5 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

WARLEY CARRIERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 15 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of replacement cost and cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

WARLEY CARRIERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

WARLEY CARRIERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 17 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

WARLEY CARRIERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 18 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Depreciation charge

The annual depreciation charge is a key accounting estimate and is calculated based on the entity's assessment of useful economic lives for each category of asset and the residual value of fixed assets. These are both reviewed annually and updates are made if required.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Turnover relating to the principal activity of the company
14,119,426
15,887,071
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
14,119,426
15,887,071
4
Exceptional item
2025
2024
£
£
Expenditure
Exceptional item - Admin costs (incl in Admin range)
21,236
-
5
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
(5,410)
29,396
Fees payable to the company's auditor for the audit of the company's financial statements
13,228
8,250
Depreciation of owned tangible fixed assets
158,651
189,103
(Profit)/loss on disposal of tangible fixed assets
-
23,020
Operating lease charges
170,000
247,937
WARLEY CARRIERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 19 -
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
45
44

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
2,958,716
3,730,690
Social security costs
160,607
194,196
Pension costs
32,918
46,552
3,152,241
3,971,438
7
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
51,719
99,229
Interest on invoice finance arrangements
211,518
340,430
Interest on finance leases and hire purchase contracts
36,213
35,262
Other interest
(257)
20,494
299,193
495,415
WARLEY CARRIERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 20 -
8
Tangible fixed assets
Plant and machinery
Fixtures, fittings, tools and equipment
Motor vehicles
Total
£
£
£
£
Cost
At 1 December 2024
1,268,077
140,190
271,079
1,679,346
Additions
70,702
9,264
-
0
79,966
At 30 November 2025
1,338,779
149,454
271,079
1,759,312
Depreciation and impairment
At 1 December 2024
662,445
122,821
107,807
893,073
Depreciation charged in the year
89,706
14,729
54,216
158,651
At 30 November 2025
752,151
137,550
162,023
1,051,724
Carrying amount
At 30 November 2025
586,628
11,904
109,056
707,588
At 30 November 2024
605,632
17,369
163,272
786,273

At the year end, the net book value of tangible fixed assets held under hire purchase agreements amounted to £336,789 (202 4: £435,472).

9
Fixed asset investments
2025
2024
£
£
Unlisted investments
10,000
10,000
Movements in fixed asset investments
Investments other than loans
£
Cost or valuation
At 1 December 2024 & 30 November 2025
10,000
Carrying amount
At 30 November 2025
10,000
At 30 November 2024
10,000
10
Stocks
2025
2024
£
£
Raw materials and consumables
23,045
24,835
WARLEY CARRIERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 21 -
11
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
2,994,866
3,337,189
Other debtors
1,670,846
1,964,165
Prepayments and accrued income
101,413
90,082
4,767,125
5,391,436
12
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
688,542
149,282
Taxation and social security
391,227
559,255
Other creditors
2,339,601
2,495,416
Accruals and deferred income
178,509
391,612
3,597,879
3,595,565
13
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans and overdrafts
14
291,667
436,667
Obligations under finance leases
15
181,588
266,880
Trade creditors
31,023
756,013
Other creditors
(32,739)
156,807
471,539
1,616,367

Bank loan s are secure d by f ixed and f loating charge s over the assets and undertaking s of the company.

14
Loans and overdrafts
2025
2024
£
£
Bank loans
291,667
436,667
Payable after one year
291,667
436,667

WARLEY CARRIERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 22 -
15
Finance lease obligations
2025
2024
Future minimum lease payments due under finance leases:
£
£
In two to five years
181,588
266,880

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

16
Provisions for liabilities
2025
2024
Notes
£
£
Deferred tax liabilities
-
0
42,705
17
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
32,918
46,552

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

18
Share capital
2025
2024
£
£
Ordinary share capital
Issued and fully paid
13,333 Ordinary shares of £1 each
13,333
13,333
19
Events after the reporting date

There are no significant post balance sheet events.

20
Related party transactions

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.

At the year end, the company has an amount receivable of £67,418 (2024: £Nil) from TST Customs (Ireland) Ltd. The company is related through a common director. This is unsecured, interest free and repayable on demand.

WARLEY CARRIERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 23 -
21
Ultimate controlling party

The company is a subsidiary of Finsbridge Investments Ltd, which is the immediate parent company.

The ultimate controlling party of the company is TST Holdings (NI) Ltd, which prepares consolidated accounts that include the company.

Mr Liam Reid is the principal shareholder of TST Holdings (NI) Ltd.

Copies of the consolidated accounts of TST Holdings (NI) Ltd can be obtained from the registered office of the parent company at The John Reid Logistics Park, 190 Raceview Road, Ballymena, Northern Ireland, BT42 4HZ.

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