Company registration number 09654644 (England and Wales)
ITAL HOLDINGS (UK) LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
ITAL HOLDINGS (UK) LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 6
ITAL HOLDINGS (UK) LTD
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
4
1,608,100
1,608,100
Current assets
Cash at bank and in hand
279
267
Creditors: amounts falling due within one year
6
(825,570)
(820,290)
Net current liabilities
(825,291)
(820,023)
Net assets
782,809
788,077
Capital and reserves
Called up share capital
7
100,000
100,000
Share premium account
700,300
700,300
Profit and loss reserves
(17,491)
(12,223)
Total equity
782,809
788,077

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 20 July 2026 and are signed on its behalf by:
D Emsley
A E Morris
Director
Director
Company registration number 09654644 (England and Wales)
ITAL HOLDINGS (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
1
Accounting policies
Company information

Ital Holdings (UK) Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Unit 1, Birch Business Park, Whittle Lane, Heywood, OL10 2SX.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

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.

Included within creditors: amounts falling due within one year are amounts owed to group undertakings of £821,069 (2024: £816,569). Whilst these amounts are technically repayable on demand, they will not be sought for repayment unless cash flow permits. Additional financial support will be provided by group undertakings to facilitate repayment of other creditors as they fall due.

Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Fixed asset investments

Interests in subsidiaries 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.

1.4
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.

ITAL HOLDINGS (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 3 -
1.5
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.

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.

1.6
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.

1.7
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.

ITAL HOLDINGS (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
2
Employees

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

2025
2024
Number
Number
Total
7
7
3
Dividends
2025
2024
£
£
Interim paid
203,000
225,564

In the prior year, a dividend distribution to the shareholders totalling £225,564 was approved in error by the Board of Directors of the company.

At the date of the distribution, the company had insufficient distributable reserves, as defined by the Companies Act 2006. The distribution was made in contravention to section 847 of the Companies Act 2006 and hence as at 31 December 2024, the shareholders were liable to repay an element of the distribution received.

In the current year, a dividend distribution to the shareholders totalling £203,000 was approved in error by the Board of Directors of the company.

At the date of the distribution, the company had insufficient distributable reserves, as defined by the Companies Act 2006. The distribution was made in contravention to section 847 of the Companies Act 2006 and hence as at 31 December 2025, the shareholders were liable to repay an element of the distribution received.

The company’s subsidiaries have significant reserves available for distribution, and the administrative error related to insufficient dividends being declared from these subsidiary entities in the current and prior years. Additional dividends will be declared from the company's subsidiary entities in the next financial period, and the Board of Directors will ensure sufficient distributable reserves are held by the company in respect of future distributions.

4
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
1,608,100
1,608,100
ITAL HOLDINGS (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
5
Subsidiaries

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

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Ital Logistics Limited
England
Freight forwarding
Ordinary
100.00
Ital Transport (UK) Limited
England
Freight transport by road
Ordinary
100.00
6
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to group undertakings
821,069
816,569
Other creditors
4,501
3,721
825,570
820,290
7
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100,000
100,000
100,000
100,000
8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 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.

Senior Statutory Auditor:
Nilesh Modhvadia
Statutory Auditor:
Sumer Auditco Limited
Date of audit report:
21 July 2026
9
Contingent liabilities

The company has entered into an unlimited inter company composite guarantee covering the bank borrowings of its parent company, Ital Holdings Management Limited, in favour of NatWest Bank Plc. At the balance sheet date, the potential added liability for the company under this guarantee is £768,750 (2024: £214,286).

ITAL HOLDINGS (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
10
Control

The ultimate parent company is Ital Holdings Management Limited by virtue of their 100% shareholding. The company is included in the consolidated financial statements of Ital Holdings Management Limited, a company registered in England and Wales and copies can be obtained on request from the groups registered office Unit 1, Birch Business Park,Whittle Lane, Heywood, OL10 2SX.

The ultimate parent company is not controlled by any individual.

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