Company registration number 14103279 (England and Wales)
ITAL HOLDINGS MANAGEMENT LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
ITAL HOLDINGS MANAGEMENT LIMITED
COMPANY INFORMATION
Directors
P D Denton
D Denton-Morley
D Emsley
M R Whitney
K Rees
J R Mears
A E Morris
S G Morley
(Appointed 23 February 2026)
Company number
14103279
Registered office
Unit 1
Birch Business Park
Whittle Lane
Heywood
OL10 2SX
Auditor
Sumer Auditco Limited
Fourth Floor
Unit 5B, The Parklands
Bolton
BL6 4SD
ITAL HOLDINGS MANAGEMENT LIMITED
CONTENTS
Page
Strategic report
1 - 5
Directors' report
6 - 7
Independent auditor's report
8 - 10
Group statement of comprehensive income
11
Group balance sheet
12 - 13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 33
ITAL HOLDINGS MANAGEMENT LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Overview
ITAL HOLDINGS MANAGEMENT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Principal risks

Despite the post-Brexit regulatory ardour, from a financial perspective, Brexit has provided more jobs within the industry and has enabled a reintroduction of the income stream derived from customs documentation. There remain ongoing legislative and procedural changes to be implemented, but the initial furore has now passed.

Categorised during the pandemic as ‘essential services’, and with the re-introduction of customs formalities post-Brexit, a good freight forwarder has since become invaluable to industry.

Risk is inherent to all industries, and many of these come ‘out of the blue’ – global conflicts becoming more serious by the day. To manage these risks requires focus, upholding procedures, especially surrounding credit control, and ensuring quality and reliable services are maintained.

- Credit control

- Loss of business

- Loss of key personnel

- Cash flow

- Borrowings

- Global conflicts

- Driver shortages

The greater the turnover, the greater the importance on credit control. The directors are satisfied that this area is well handled, being supported by a very low level of bad debts. Furthermore, Ital Logistics Limited’s sales ledger is reinforced with credit insurance by Allianz (formerly Euler Hermes), and in the last few years has benefitted from its no-claims rebate.

Loss of business is always a risk, and there are many ways that business can be lost. Apart from losing it of your own errors, in an aggressive market, competitors providing similar services may undercut on price. Other reasons could be that the company itself loses its business, or a new person is employed in that company who brings their own favourite supplier in. Or they (or their customer) could cease trading.

One cannot do anything about many of the above but can continue to be active in terms of sales and market presence. Its active customer base continues to grow. Brexit introduced many non-freight paying entities who simply required customs clearance, which resulted in a sharp increase in ‘active’ customers. Many of these have been since become freight paying customers also.

Ital Logistics Limited has always had a good employee retention level and has always ensured that all employees are treated well. Identifying key personnel and ensuring their aspirations can be fulfilled is key to retaining dedicated and incentivised high-quality people.

T he companies are funded through profits and certain borrowings to ensure that the company remains liquid and pays its suppliers on time or even early. Foreign companies who usually expect 60 days end of month as good terms are more often paid shortly after 30 days end of month enhancing our reputation.

Global conflicts

Russia/Ukraine, Israel/Palestine, and now the situation with Iran, have all contributed to higher energy costs, higher fuel costs and a substantial increase in the cost of living. The world appears to be entering a period of self-destruction, and who knows where it will end.

‘Transport costs’ have often been considered as ‘the hidden costs which no-one wants to pay’, but with no option other than to pass on the increased cost of providing transport services, such increases have been widely accepted as a fait accompli by customers. The financial burden unfortunately rests with consumers and end customers, whilst companies do their best to maintain financial equilibrium.

ITAL HOLDINGS MANAGEMENT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Driver shortages

S omething which hit the spotlight in 2021 was that of driver shortages. Ital Logistics did not encounter any major difficulties with its subcontractors at this time, mainly because it assisted its foreign suppliers with the transition surrounding Brexit. However, it is an important factor that needs to be considered.

In a recent report commissioned by the IRU (International Road Transport Union), they stated:

In almost every market surveyed, the 2025 shortage rate was higher than the 2021 baseline. The findings continue to show that the shortage is no longer closely linked to short-term economic cycles. Instead, ageing workforces, barriers to entry, a lack of adequate infrastructure, and changing expectations about work are becoming the dominant factors.

The report cited that in Europe alone, it is expected that the industry could lose around 20% (660,000) of its drivers within the next five years as these drivers retire, as such representing concern in some 65% of operators within Europe.

Developments

One of the purposes of the management restructure, apart from facilitating the gradual exit process of its initial shareholders, was to enable growth.

The number of shipments moved has progressively increased, largely due to the commencement of services to and from Germany which has grown from 1,269 in 2022 (499 export/770 import) to 2,268 in 2025 (1,040 export/1,228 import).

Additionally, in 2024, a partnership agreement was reached officially commencing a service to Gibraltar. From a standing start, this service contributed 1,750 shipments in 2024 and 1,789 in 2025.

The founding service with Italy remains the highest contributor, accounting for 33.7% of shipments, creating 34.8% gross operational profit.

The lease on the current building was due for renewal in June 2024, and a further ten-year tenure with a five-year break clause was agreed, thus creating stability.

Other developments are surrounding carbon emissions and sustainability, and these are referred to in the sustainability / carbon emissions section below.

KPIs

All markets, in terms of turnover and profitability are continually monitored to pick up on any market that may be seeing a dip. Furthermore, data on down-traders is also being shared with the Company’s commercial partners so that they too may place emphasis on greater retention.

D uring the latter part of 2023 and the first quarter of 2024, extensive work was undertaken to identify net/net results of each geographical department, by taking into consideration all associated overheads split across each department by a fair and managed calculation.

This provides a ‘true’ evaluation of the ‘actual’ contribution which each department makes to the overall financial result. The adage – ‘turnover is vanity, profit is sanity’ speaks volumes when viewed at the raw net figure, incentivising each department.

By sharing this information with each department, it has provided employees with a better insight into ‘true’ profitability and costs, something which they have not experienced before. Whilst on occasion it has been met with a negative feeling, overall, it has been motivational, whilst also creating a sense of inclusion.

ITAL HOLDINGS MANAGEMENT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
Environment sustainability / Carbon emissions

Ital Logistics was assessed by EcoVadis in 2022 and achieved bronze status. On reassessment mid-2023, this was increased to silver, scoring 61/100, placing Ital Logistics in the top 25% of all companies assessed globally.

The reassessment in 2024 increased the score to 66/100 reaching 84 th percentile, one percentile short of retaining silver. As mentioned earlier, Reassessment at the turn of the year 2025/26 increased by one point to 67/100.

During 2024, a carbon emissions module (named the CO₂ulator) was developed into the bespoke software which calculates CO₂e emissions derived from all vehicle activities. During 2025 it was added to the subsidiary company Ital Transport (UK) system to parse precise domestic data to Ital Logistics’ system which further enhanced precision.

Ital Logistics has produced two annual sustainability reports, although not in any prescribed format, they represent the company’s activities with regards to environmental matters, ethics and its employee development and human rights in general.

The installation of solar panels during Q1 2024 has seen the anticipated reduction in emissions, reducing usage of approx. 40%, saving in the region of 12 tons of carbon emissions during 2025.

Short-medium term goals

Without doubt, our goals are always to improve, grow and expand, but without losing sight of core values. Any growth needs to be handled in a measured way, otherwise resources can become stretched which can be counterproductive.

Nonetheless, our short-medium terms goals include:

- Maintain stability, ensuring client retention

- Continue growth of Ital Logistics and Ital Transport

- Increase the EcoVadis sustainability rating aiming to achieve silver (2027)

- Continue investing in our bespoke freight software for continuous improvements and efficiency

- Continue investing in employee development, training and retention

- Expand our core European services where possible

- Continue reducing the Group's environmental impact through sustainable initiatives and operational improvements

- Digital refresh in two phases over the next 12 months

The parent company reenforces its wishes to settle its obligations of the deferred considerations in connection with the MBO as soon as possible, without placing any strain on liquidity.

Summary

Cumulatively, the reported EBITDA for the group dropped from £8 85,055 to £626,252. However, during 2025 there were several exceptional costs which, when considered, provide for an adjusted EBITDA of £695,719.

Turnover increased from £18,085,654 to £18,953,476.

Overall, the director/shareholders are pleased with the results, especially when one considers that there has been continued significant investment in software development, as well as exceptional costs during the year, long-term sickness and periods of insufficient human resource.

ITAL HOLDINGS MANAGEMENT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

On behalf of the board

P D Denton
Director
21 July 2026
ITAL HOLDINGS MANAGEMENT LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the group is freight transport by road and freight forwarding.

The principal activity of the company is that of a holding company.

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

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

P D Denton
D Denton-Morley
D Emsley
M R Whitney
K Rees
J R Mears
A E Morris
S G Morley
(Appointed 23 February 2026)
Auditor

The auditor, Sumer Auditco Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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 group and company, 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;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

ITAL HOLDINGS MANAGEMENT LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
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 auditor of the company 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 auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
P D Denton
D Emsley
Director
Director
A E Morris
Director
21 July 2026
ITAL HOLDINGS MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ITAL HOLDINGS MANAGEMENT LIMITED
- 8 -
Opinion

We have audited the financial statements of Ital Holdings Management Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 the parent company's affairs as at 31 December 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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

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 parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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.

ITAL HOLDINGS MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ITAL HOLDINGS MANAGEMENT LIMITED
- 9 -
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 their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the directors' 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussions with the directors (as required by auditing standards) and discussed with the directors the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation and taxation legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or the loss of the company's license to operate. We identified the following areas as those most likely to have such an effect: laws related to health and safety, road haulage, dangerous good delivery via road and maritime and the regulated nature of the company's activities.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and inspection of regulatory and legal correspondence, if any. Through these procedures we did not become aware of any actual or suspected non-compliance.

ITAL HOLDINGS MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ITAL HOLDINGS MANAGEMENT LIMITED
- 10 -

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

We design procedures in line with our responsibilities, outlined below to detect material misstatement due to fraud:

- Matters are discussed amongst the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud

- Identifying and assessing the design and effectiveness of controls that management have in place to prevent and detect fraud

- Detecting and responding to the risks of fraud following discussions with management and enquiring as to whether management have knowledge of any actual, suspected or alleged fraud

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Nilesh Modhvadia (Senior Statutory Auditor)
For and on behalf of Sumer Auditco Limited, Statutory Auditor
Fourth Floor
Unit 5B, The Parklands
Bolton
BL6 4SD
21 July 2026
ITAL HOLDINGS MANAGEMENT LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
2025
2024
Notes
£
£
Turnover
3
18,953,476
18,085,654
Cost of sales
(14,447,444)
(13,633,369)
Gross profit
4,506,032
4,452,285
Administrative expenses
(4,345,681)
(4,054,821)
Other operating income
19,401
-
0
Operating profit
4
179,752
397,464
Interest payable and similar expenses
8
(77,994)
(75,048)
Profit before taxation
101,758
322,416
Tax on profit
9
(92,971)
(140,501)
Profit for the financial year
8,787
181,915
Profit for the financial year is all attributable to the owners of the parent company.

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

ITAL HOLDINGS MANAGEMENT LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 12 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
10
1,745,004
2,003,785
Other intangible assets
10
624,252
585,300
Total intangible assets
2,369,256
2,589,085
Tangible assets
11
134,474
140,162
2,503,730
2,729,247
Current assets
Debtors
14
2,652,918
2,311,216
Cash at bank and in hand
201,549
319,732
2,854,467
2,630,948
Creditors: amounts falling due within one year
15
(3,581,263)
(4,075,008)
Net current liabilities
(726,796)
(1,444,060)
Total assets less current liabilities
1,776,934
1,285,187
Creditors: amounts falling due after more than one year
16
(1,566,511)
(1,082,690)
Provisions for liabilities
Deferred tax liability
19
31,448
32,309
(31,448)
(32,309)
Net assets
178,975
170,188
Capital and reserves
Called up share capital
21
200
200
Profit and loss reserves
178,775
169,988
Total equity
178,975
170,188
ITAL HOLDINGS MANAGEMENT LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
- 13 -

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 21 July 2026 and are signed on its behalf by:
21 July 2026
P D Denton
D Emsley
Director
Director
A E Morris
Director
Company registration number 14103279 (England and Wales)
ITAL HOLDINGS MANAGEMENT LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 14 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
12
3,080,746
3,080,746
Current assets
Debtors
14
84
201
Cash at bank and in hand
21,960
4,932
22,044
5,133
Creditors: amounts falling due within one year
15
(871,393)
(1,497,056)
Net current liabilities
(849,349)
(1,491,923)
Total assets less current liabilities
2,231,397
1,588,823
Creditors: amounts falling due after more than one year
16
(1,543,750)
(1,042,858)
Net assets
687,647
545,965
Capital and reserves
Called up share capital
21
200
200
Profit and loss reserves
687,447
545,765
Total equity
687,647
545,965

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £141,682 (2024 - £193,020 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 21 July 2026 and are signed on its behalf by:
21 July 2026
P D Denton
D Emsley
Director
Director
A E Morris
Director
Company registration number 14103279 (England and Wales)
ITAL HOLDINGS MANAGEMENT LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2024
200
(11,927)
(11,727)
Year ended 31 December 2024:
Profit and total comprehensive income
-
181,915
181,915
Balance at 31 December 2024
200
169,988
170,188
Year ended 31 December 2025:
Profit and total comprehensive income
-
8,787
8,787
Balance at 31 December 2025
200
178,775
178,975
ITAL HOLDINGS MANAGEMENT LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2024
200
352,745
352,945
Year ended 31 December 2024:
Profit and total comprehensive income
-
193,020
193,020
Balance at 31 December 2024
200
545,765
545,965
Year ended 31 December 2025:
Profit and total comprehensive income
-
141,682
141,682
Balance at 31 December 2025
200
687,447
687,647
ITAL HOLDINGS MANAGEMENT LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
23
(599,378)
962,450
Interest paid
(77,994)
(75,048)
Income taxes paid
(125,620)
(96,977)
Net cash (outflow)/inflow from operating activities
(802,992)
790,425
Investing activities
Purchase of intangible assets
(169,075)
(139,410)
Purchase of tangible fixed assets
(51,908)
(17,007)
Proceeds from disposal of tangible fixed assets
-
2,120
(Repayment) / advance of loans
151
(18)
Net cash used in investing activities
(220,832)
(154,315)
Financing activities
Other borrowings advanced net of repayments / (Other borrowings repaid net of advances)
368,248
(459,748)
Proceeds from new bank loans
900,000
-
Repayment of bank loans
(345,536)
(171,428)
Payment of finance leases obligations
(17,071)
(11,380)
Net cash generated from/(used in) financing activities
905,641
(642,556)
Net decrease in cash and cash equivalents
(118,183)
(6,446)
Cash and cash equivalents at beginning of year
319,732
326,178
Cash and cash equivalents at end of year
201,549
319,732
ITAL HOLDINGS MANAGEMENT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
1
Accounting policies
Company information

Ital Holdings Management Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 1, Birch Business Park, Whittle Lane, Heywood, OL10 2SX.

The group consists of Ital Holdings Management Limited and all of its subsidiaries.

1.1
Basis of preparation

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 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 certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The 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 for parent company information presented within the consolidated financial statements:

- 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 financial instruments not measured at fair value; 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 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

ITAL HOLDINGS MANAGEMENT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Ital Holdings Management Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

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

1.5
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.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation 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:

Software
10 years on cost
1.8
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.

ITAL HOLDINGS MANAGEMENT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -

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:

Leasehold improvements
10% p.a. on cost
Plant and equipment
10% - 15% p.a. on cost
Fixtures and fittings
10% - 25% p.a. on cost
Computers
25% p.a. on cost
Motor vehicles
25% p.a. on cost

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 recognised in the profit and loss account.

1.9
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

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.

ITAL HOLDINGS MANAGEMENT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 21 -
1.11
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.

1.12
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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 m ethod 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.

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 group 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.

ITAL HOLDINGS MANAGEMENT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 22 -
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 group 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. Amounts 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group 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 group.

1.14
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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is recognised in respect of all timing differences which have originated but not reversed at the balance sheet date. Timing differences are differences between taxable profits and the results as stated in the financial statements which arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

A net deferred tax asset is regarded as recoverable and therefore recognised only when it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of underlying timing differences can be deducted.

Deferred tax is measured at the average tax rates which are expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws which have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on a non - discounted basis.

ITAL HOLDINGS MANAGEMENT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 23 -
1.15
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.

1.16
Retirement benefits

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

1.17
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 d asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

ITAL HOLDINGS MANAGEMENT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 24 -
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.

Useful economic life of goodwill

The useful economic life of goodwill has to be estimated by the directors of the Group to ensure an appropriate amortisation charge is recognised each year. The directors estimate this to be 10 years on the basis that it relates to the recent acquisition of a trading company which is expected to continue trading profitably for at least the next 10 years.

At the year-end, the carrying amount of Goodwill amounted to £1,745,004 (2024: £2,003,785) and amortisation charged was £258,781 (2024: £258,781) as included in note 10.

Useful economic lives of other intangible assets

The useful economic life of other intangible fixed assets other than goodwill, namely software development costs, has to be estimated by the directors of the Group to ensure an appropriate amortisation charge is recognised each year. The directors estimate this to be 10 years on the basis that the software is fundamental to generating economic benefit which is expected to continue for the next 10 years.

At the year-end, the carrying amount of software development costs amounted to £624,252 (2024 : £585,300) and amortisation charged was £130,123 (2024: £122,057) as included in note 10.

3
Turnover
2025
2024
£
£
Turnover analysed by class of business
Freight and transport
18,953,476
18,085,654
2025
2024
£
£
Turnover analysed by geographical market
UK turnover
17,286,393
16,558,079
European turnover outside the UK
1,425,149
1,395,803
Rest of the world turnover
241,934
131,772
18,953,476
18,085,654
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange gains
(18,079)
(139,646)
Depreciation of owned tangible fixed assets
50,766
101,632
Depreciation of tangible fixed assets held under finance leases
6,830
5,121
Profit on disposal of tangible fixed assets
-
(1,742)
Amortisation of intangible assets
388,904
380,838
Operating lease charges
475,832
426,826
ITAL HOLDINGS MANAGEMENT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
4,195
4,991
Audit of the financial statements of the company's subsidiaries
26,505
27,293
30,700
32,284
6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Directors
7
7
7
7
Administrative
40
40
-
-
Total
47
47
7
7

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
2,068,394
1,935,549
-
0
-
0
Social security costs
251,243
196,584
-
-
Pension costs
124,738
131,257
-
0
-
0
2,444,375
2,263,390
-
0
-
0
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
403,250
403,000
Company pension contributions to defined contribution schemes
68,951
77,027
472,201
480,027
ITAL HOLDINGS MANAGEMENT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
7
Directors' remuneration
(Continued)
- 26 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
38,000
48,000
Company pension contributions to defined contribution schemes
50,000
60,104
8
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
73,630
75,048
Interest on finance leases and hire purchase contracts
4,364
-
Total finance costs
77,994
75,048
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
93,832
154,105
Adjustments in respect of prior periods
-
0
(7,378)
Total current tax
93,832
146,727
Deferred tax
Origination and reversal of timing differences
(861)
(6,226)
Total tax charge
92,971
140,501
ITAL HOLDINGS MANAGEMENT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
9
Taxation
(Continued)
- 27 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
101,758
322,416
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
25,440
80,604
Tax effect of expenses that are not deductible in determining taxable profit
67,531
82,780
Change in unrecognised deferred tax assets
-
0
2,344
Adjustments in respect of prior years
-
0
(7,378)
Permanent capital allowances in excess of depreciation
-
0
(17,849)
Taxation charge
92,971
140,501
10
Intangible fixed assets
Group
Goodwill
Software
Total
£
£
£
Cost
At 1 January 2025
2,587,815
840,444
3,428,259
Additions
-
0
169,075
169,075
At 31 December 2025
2,587,815
1,009,519
3,597,334
Amortisation and impairment
At 1 January 2025
584,030
255,144
839,174
Amortisation charged for the year
258,781
130,123
388,904
At 31 December 2025
842,811
385,267
1,228,078
Carrying amount
At 31 December 2025
1,745,004
624,252
2,369,256
At 31 December 2024
2,003,785
585,300
2,589,085
The company had no intangible fixed assets at 31 December 2025 or 31 December 2024.
ITAL HOLDINGS MANAGEMENT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
11
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 January 2025
117,339
33,267
51,776
64,953
110,350
377,685
Additions
-
0
-
0
812
43,346
7,750
51,908
At 31 December 2025
117,339
33,267
52,588
108,299
118,100
429,593
Depreciation and impairment
At 1 January 2025
54,174
27,537
47,304
39,064
69,444
237,523
Depreciation charged in the year
6,830
1,117
3,406
15,732
30,511
57,596
At 31 December 2025
61,004
28,654
50,710
54,796
99,955
295,119
Carrying amount
At 31 December 2025
56,335
4,613
1,878
53,503
18,145
134,474
At 31 December 2024
63,165
5,730
4,472
25,889
40,906
140,162
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2025
2024
2025
2024
£
£
£
£
Leasehold improvements
56,335
63,165
-
-
12
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
3,080,746
3,080,746
ITAL HOLDINGS MANAGEMENT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
12
Fixed asset investments
(Continued)
- 29 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025 and 31 December 2025
3,080,746
Carrying amount
At 31 December 2025
3,080,746
At 31 December 2024
3,080,746
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Ital Holdings (UK) Ltd
1
Ordinary
100.00
-
Ital Transport (UK) Limited
1
Ordinary
0
100.00
Ital Logistics Limited
1
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Unit 1 Birch Business Park, Whittle Lane, Heywood, Lancashire, OL10 2SX
14
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,429,717
2,139,849
-
0
-
0
Other debtors
65,663
44,244
84
84
Prepayments and accrued income
157,538
127,123
-
0
117
2,652,918
2,311,216
84
201
ITAL HOLDINGS MANAGEMENT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 30 -
15
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
17
225,000
171,428
225,000
171,428
Obligations under finance leases
18
17,070
17,070
-
0
-
0
Other borrowings
17
659,791
291,543
-
0
-
0
Trade creditors
2,161,096
2,027,557
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
520,898
200,898
Corporation tax payable
15,788
47,576
-
0
-
0
Other taxation and social security
76,997
66,692
-
0
-
0
Other creditors
134,209
1,134,767
119,870
1,119,870
Accruals and deferred income
291,312
318,375
5,625
4,860
3,581,263
4,075,008
871,393
1,497,056

Other borrowings includes £659,791 (20 24: £291,543) in respect of an invoice discounting facility, which is secured by a fixed and floating charge over the assets of Ital Logistics Limited.

Other creditors includes £Nil (2024: £1,000,000) in respect of a debenture which is secured by a fixed and floating charge over all of the company's assets. This charge is also registered against Ital Transport (UK) Limited and Ital Logistics Limited.

Obligations under finance leases are secured over the assets they are in relation to, there are no restrictions placed on the use of the assets.

16
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
17
543,750
42,858
543,750
42,858
Obligations under finance leases
18
22,761
39,832
-
0
-
0
Other creditors
1,000,000
1,000,000
1,000,000
1,000,000
1,566,511
1,082,690
1,543,750
1,042,858

Other creditors includes £1,000,000 (2024: £1,000,000) in respect of a debenture which is secured by a fixed and floating charge over all of the company's assets. This charge is also registered against Ital Transport (UK) Limited and Ital Logistics Limited.

Obligations under finance leases are secured over the assets they are in relation to, there are no restrictions placed on the use of the assets.

ITAL HOLDINGS MANAGEMENT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 31 -
17
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
768,750
214,286
768,750
214,286
Other loans
659,791
291,543
-
0
-
0
1,428,541
505,829
768,750
214,286
Payable within one year
884,791
462,971
225,000
171,428
Payable after one year
543,750
42,858
543,750
42,858

Bank loans owed at 31 December 2024 related to a £600,000 bank loan received in September 2022. This loan was secured by an unlimited inter company composite guarantee with the company's subsidiaries and was repayable over a period of 42 months. Interest was charged on this loan at a rate of 3.5% above the Bank of England base rate. This loan was fully repaid during the year.

Bank loans owed at 31 December 2025 relate to a £900,000 bank loan received in April 2025. This loan is secured by an unlimited inter company composite guarantee with the company's subsidiaries and is repayable over a period of 48 months. Interest is charged on this loan at a rate of 3.45% above the Bank of England base rate.

Other loans balances relate to an invoice discounting facility which is secured by a fixed and floating charge over the assets of Ital Logistics Limited.

18
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
17,070
17,070
-
0
-
0
In two to five years
22,761
39,832
-
0
-
0
39,831
56,902
-
-

Finance lease payments represent rentals payable by the company or group 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 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

ITAL HOLDINGS MANAGEMENT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 32 -
19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
33,618
32,309
Retirement benefit obligations
(2,170)
-
31,448
32,309
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 January 2025
32,309
-
Credit to profit or loss
(861)
-
Liability at 31 December 2025
31,448
-

The deferred tax liability set out above is expected to reverse within future periods and relates to accelerated capital allowances which are expected to mature within the same period.

20
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
124,738
131,257

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

As at the year-end, contributions due to the schemes in respect of the current reporting year were £14,339 (2024: £14,897).

ITAL HOLDINGS MANAGEMENT LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 33 -
21
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of £1 each
150
150
150
150
Ordinary B shares of £1 each
50
50
50
50
200
200
200
200

All shares rank pari passu.

22
Directors' transactions

At the year end, other creditors included amounts owed to directors of £119,870 (2024: £119,870). These amounts are non-interest bearing and repayable on demand.

23
Cash (absorbed by)/generated from group operations
2025
2024
£
£
Profit after taxation
8,787
181,915
Adjustments for:
Taxation charged
92,971
140,501
Finance costs
77,994
75,048
Gain on disposal of tangible fixed assets
-
(1,742)
Amortisation and impairment of intangible assets
388,904
380,838
Depreciation and impairment of tangible fixed assets
57,596
106,753
Movements in working capital:
Increase in debtors
(341,853)
(14,734)
(Decrease)/increase in creditors
(883,777)
93,871
Cash (absorbed by)/generated from operations
(599,378)
962,450
24
Analysis of changes in net debt - group
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
319,732
(118,183)
201,549
Borrowings excluding overdrafts
(505,829)
(922,712)
(1,428,541)
Obligations under finance leases
(56,902)
17,071
(39,831)
(242,999)
(1,023,824)
(1,266,823)
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