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Company Registration Number: 10950706 TCP BIDCO (CALIFORNIA) LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 DECEMBER 2025
TCP BIDCO (CALIFORNIA) LIMITED COMPANY INFORMATION
Directors | J Scott
| S Hobman
| D Balfour
Registered number | 10950706
Registered office | C/O Walkers Transport Howley Park Industrial Est
| Howley Park Road East
| Leeds
| West Yorkshire
| LS27 0BN
Independent auditor | Armstrong Watson Audit Limited
| Chartered Accountants & Statutory Auditors
| Third Floor
| 10 South Parade
| Leeds
| West Yorkshire
| LS1 5QS
TCP BIDCO (CALIFORNIA) LIMITED CONTENTS
| Page
Strategic Report | 1 - 2
Directors' Report | 3 - 5
Directors' Responsibilities Statement | 6
Independent Auditor's Report | 7 - 10
Statement of Comprehensive Income | 11
Statement of Financial Position | 12
Statement of Changes in Equity | 13
Notes to the Financial Statements | 14 - 22
TCP BIDCO (CALIFORNIA) LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 28 DECEMBER 2025
Introduction
The Directors present their strategic report together with the financial statements for the period ended 28 December 2025.
Principal activity
The principal activity of the Company is that of an intermediate holding company of a palletised freight distribution business.
Fair review of business
The result for the Company for the year show a loss before tax of £1,940,502 (2024 - £2,465,615), which is almost entirely attributable to interest on the Company's borrowings. At the end of the year the Company's net liabilities totalled £17,428,311 (2024 - £15,487,809). Due to the nature of the business there are no KPI's.
Principal risks and uncertainties
TCP Bidco (California) Limited is a holding company whose subsidiaries are engaged in the palletised freight distribution. As such, the risks relevant to the Company's subsidiaries are also relevant to the Company in the context of the value of the Company's investments in those subsidiaries. Various conflicts around the world, international trade negotiations and UK government fiscal policies are creating uncertainty in the UK economy. This is leading to forecasts of of suppressed demand and an increased cost of living in the UK, together with an inflationary risk on the company’s supplies. It is uncertain how long markets will be affected. The Group has experienced an increase in trading in the early part of 2026. Although uncertainty in the economy exists, the directors believe the current proposition provides significant scope for further growth. The business is well invested and has the appropriate levels of finance available to support the growth strategy. The key risks facing the group are those consistent within the sector, namely inflation and volatility in customer demand. Both risks can affect the Group’s profitability. The Group has memberships with a pallet network, which supplements the capacities of the Group’s fleet and provides a buffer in volatile times. Management maintains close relationships with key customers and focus on providing a high quality service. The businesses principal financial instruments comprise: cash balances, trade debtors, trade creditors, fuel hedging and finance lease arrangements. The main purpose of these instruments is to ensure that the business' operations are adequately financed at all times. In respect of bank balances, liquidity risk is managed by utilising an Invoice Discounting facility. Where surplus funds are available these are invested to maximise returns. The group’s credit risk is managed via the maintenance of credit policies aimed at minimising losses and by the maintenance of a whole turnover credit insurance policy. Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet agreed supplier credit terms. Page 1
TCP BIDCO (CALIFORNIA) LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 28 DECEMBER 2025
Future developments
Uncertainty within the UK economy is likely to prevail over the short to medium term. Nevertheless, the Directors remain confident that they can continue to grow revenue and improve profitability, by continuing to provide market leading levels of customer service. This report was approved by the board and signed on its behalf.
J Scott Director
Date: 31 July 2026
Page 2
TCP BIDCO (CALIFORNIA) LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 28 DECEMBER 2025 The directors present their report and the financial statements for the year ended 28 December 2025.
Principal activity
The principal activity of the Company is that of a holding Company and the principal activity of the subsidiaries is palletised freight distribution.
Results and dividends
The loss for the year, after taxation, amounted to £1,940,502 (2024 - loss £2,494,808). No dividends were paid during the period (2024 - £nil). The Directors do not recommend the payment of a final dividend.
Directors
The directors who served during the year were:
M Buttler (resigned 31 January 2026)
J Scott
S Hobman
D Balfour
A Griggs (appointed 1 January 2025, resigned 24 July 2026)
Engagement with employees
The company recognises the importance of strong communication and relations with all its employees and, to this end, is committed to keeping employees fully informed on all matters affecting them. The company utilises a dedicated web based platform which is accessible by all employees in order to communicate messages quickly and seamlessly across the workforce. In addition, regular management briefings are conducted at a departmental level in order to cascade information and to allow any issues to be raised.
Engagement with suppliers, customers and others
The company is in regular contact with key suppliers in relation to product / service offering, quality and pricing, with each supplier relationship being the responsibility of nominated roles and individuals. The sales team has built strong relationships with customers through many years’ experience of operating in the transport sector. The sales team meet regularly with customers to obtain feedback on services provided, levels of service and to address any service issues.
Disabled employees
Applications for employment by disabled persons are always considered, bearing in mind the respective aptitudes and abilities of the applicant concerned. In the event of staff being disabled every effort is made to ensure that their employment with the company continues and that appropriate training is arranged. It is the policy of the company that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability.
Qualifying third-party indemnity provisions
The Company has maintained Directors' and officers' liability insurance throughout the year and to the date of this report for the benefit of the Company, the Directors and its officers. The Company has entered into qualifying third party indemnity arrangements for the benefit of all its Directors in a form and scope which comply with the requirements of the Companies Act 2006. Page 3
TCP BIDCO (CALIFORNIA) LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 28 DECEMBER 2025
Going concern
The financial statements are prepared on a going concern basis which the Directors believe to be appropriate as outlined below. The Directors have prepared forecasts to 30 June 2027, based on revenue run rates in the early part of 2026. These demonstrate that the Company is forecast to generate cash and that the Company has sufficient cash reserves and headroom in borrowing facilities to enable the Company to meet its obligations as they fall due. The forecasts assume a continuation of revenue run rates experienced in the early part of 2026, together with some modest new business gains. Whilst the Directors recognise that it is difficult to predict the overall impact of uncertainty in the UK economy on trading in 2026 and beyond, levels of trading during the early part of 2026 provide a high degree of confidence that the Company can meet its financial forecasts. The group had net current liabilities of £1,351,810 at the balance sheet date (2024: £1,805,131), although this is after taking account of bank borrowings of £2,197,969 (2024: £1,738,333) in respect of an invoice discounting facility, classed as due within one year due to its rolling nature, but which technically has no fixed repayment date. The group have entered into new borrowings post year end and forecasts to June 2027 have been prepared on that basis. The Directors' forecasts indicate that the Group has sufficient cash reserves and headroom in borrowing facilities to enable it to meet its obligations as they fall due, and as such the Directors believe that it is appropriate to prepare the financial statements on a going concern basis.
Greenhouse gas emissions, energy consumption and energy efficiency action
The group has taken advantage of the exemption from reporting under the SECR requirements on the basis that all subsidiaries individually fall below the reporting thresholds.
Matters covered in the Strategic Report
In accordance with section 414C(11) of the Companies Act, certain matters required to be detailed in the Directors' Report are detailed in the Strategic Report where the Directors consider them to be of strategic importance to the Company. Page 4
TCP BIDCO (CALIFORNIA) LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 28 DECEMBER 2025
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Auditor
The auditor, Armstrong Watson Audit Limited, will be proposed for reappointment in accordance with section 487(2) of the Companies Act 2006. This report was approved by the board and signed on its behalf.
J Scott Director
Date: 31 July 2026
Page 5
TCP BIDCO (CALIFORNIA) LIMITED DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 28 DECEMBER 2025 The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently; ∙make judgments 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 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 to 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. Page 6
TCP BIDCO (CALIFORNIA) LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TCP BIDCO (CALIFORNIA) LIMITED
Opinion on the financial statements
We have audited the financial statements of TCP Bidco (California) Limited (the 'Company') for the year ended 28 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 28 December 2025 and of its loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 United Kingdom, including the Financial Reporting Council'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 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. Page 7
TCP BIDCO (CALIFORNIA) LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TCP BIDCO (CALIFORNIA) LIMITED (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report 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.
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 identified material misstatements in the Strategic Report or the Directors' Report. 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, 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' Responsibilities Statement set out on page 6, 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. Page 8
TCP BIDCO (CALIFORNIA) LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TCP BIDCO (CALIFORNIA) LIMITED (CONTINUED)
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 obtained an understanding of laws and regulations that affect the company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws and regulations that we identified included the UK Companies Ac and tax legislation. •We enquired of the directors, reviewed correspondence with HMRC and reviewed directors meeting minutes for evidence of non-compliance with relevant laws and regulations. We also reviewed controls directors have in place to ensure compliance. •We gained an understanding of the controls that the directors have in place to prevent and detect fraud. We enquired of the directors about any incidences of fraud that had taken place during the accounting period. •The risk of fraud and non-compliance with laws and regulations and fraud was discussed within the audit team and tests were planned and performed to address these risks. We identified the potential for fraud in the following areas: revenue recognition and management override of controls. •We reviewed financial statements disclosures and tested to supporting documentation to assess compliance with relevant laws and regulations discussed above. •We enquired of the directors and third-party advisors about actual and potential litigation and claims. •We performed analytical procedures to identify any unusual or unexpected relationships that might indicate risks of material misstatement due to fraud. •In addressing the risk of fraud due to management override of internal controls we tested the appropriateness of journal entries and assessed whether the judgements made in making accounting estimates were indicative of a potential bias. Due 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, 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 fraud or noncompliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report. Page 9
TCP BIDCO (CALIFORNIA) LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TCP BIDCO (CALIFORNIA) LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in 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 members, as a body, for our audit work, for this report, or for the opinions we have formed. Steven Williams (Senior Statutory Auditor) for and on behalf of Armstrong Watson Audit Limited Chartered Accountants & Statutory Auditors Leeds 4 August 2026 Page 10
TCP BIDCO (CALIFORNIA) LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 28 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Administrative expenses |  | (6,273) | (8,288)
Operating loss |  | (6,273) | (8,288)
Interest receivable and similar income | 7 | - | 125,059
Interest payable and similar expenses | 8 | (1,934,229) | (2,582,386)
Loss before tax |  | (1,940,502) | (2,465,615)
Tax on loss | 9 | - | (29,193)
Loss for the financial year |  | (1,940,502) | (2,494,808)
There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 14 to 22 form part of these financial statements.
Page 11
TCP BIDCO (CALIFORNIA) LIMITED REGISTERED NUMBER: 10950706 STATEMENT OF FINANCIAL POSITION AS AT 28 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 10 |  | 23,613,458 |  | 23,613,458
|  |  | 23,613,458 |  | 23,613,458
Creditors: amounts falling due within one year | 11 | (25,556,190) |  | (22,950,702) |
Net current liabilities |  |  | (25,556,190) |  | (22,950,702)
Total assets less current liabilities |  |  | (1,942,732) |  | 662,756
Creditors: amounts falling due after more than one year | 12 |  | (15,485,579) |  | (16,150,565)
Net liabilities |  |  | (17,428,311) |  | (15,487,809)
Capital and reserves |  |  |  |  |
Called up share capital | 14 |  | 633,334 |  | 633,334
Profit and loss account | 15 |  | (18,061,645) |  | (16,121,143)
|  |  | (17,428,311) |  | (15,487,809)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
J Scott
Director
Date: 31 July 2026
The notes on pages 14 to 22 form part of these financial statements. Page 12
TCP BIDCO (CALIFORNIA) LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 28 DECEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2024 | 633,334 | (13,626,335) | (12,993,001)
Loss for the period | - | (2,494,808) | (2,494,808)
At 30 December 2024 | 633,334 | (16,121,143) | (15,487,809)
Loss for the year | - | (1,940,502) | (1,940,502)
At 28 December 2025 | 633,334 | (18,061,645) | (17,428,311)
| The notes on pages 14 to 22 form part of these financial statements.
Page 13
TCP BIDCO (CALIFORNIA) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 DECEMBER 2025
1. | General information
TCP Bidco (California) Limited is a private company, limited by shares, incorporated in England and Wales under the Companies Act 2006. The address of the registered office is shown on the Company Information page. The nature of the Company's operations and its principal activities are outlined in the Strategic Report. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The presentation currency of these financial statements is Sterling. All amounts in these financial statements have been rounded to the nearest £1. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Walkers Transport Holdings Limited as at 28 December 2025 and these financial statements may be obtained from Howley Park Road East, Howley Park Industrial Estate, Morley, Leeds, LS1 4DL.
| 2.3 | Exemption from preparing consolidated financial statements
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006. Page 14
TCP BIDCO (CALIFORNIA) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Going concern
The financial statements are prepared on a going concern basis which the Directors believe to be appropriate as outlined below. The Directors have prepared forecasts to 30 June 2027, based on revenue run rates in the early part of 2026. These demonstrate that the Company is forecast to generate cash and that the Company has sufficient cash reserves and headroom in borrowing facilities to enable the Company to meet its obligations as they fall due. The forecasts assume a continuation of revenue run rates experienced in the early part of 2026, together with some modest new business gains. Whilst the Directors recognise that it is difficult to predict the overall impact of uncertainty in the UK economy on trading in 2026 and beyond, levels of trading during the early part of 2026 provide a high degree of confidence that the Company can meet its financial forecasts. The group had net current liabilities of £1,351,810 at the balance sheet date (2024: £1,805,131), although this is after taking account of bank borrowings of £2,197,969 (2024: £1,738,333) in respect of an invoice discounting facility, classed as due within one year due to its rolling nature, but which technically has no fixed repayment date. The group have entered into new borrowings post year end and forecasts to June 2027 have been prepared on that basis. The Directors' forecasts indicate that the Group has sufficient cash reserves and headroom in borrowing facilities to enable it to meet its obligations as they fall due, and as such the Directors believe that it is appropriate to prepare the financial statements on a going concern basis.
| 2.5 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.6 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.7 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
| 2.8 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 15
TCP BIDCO (CALIFORNIA) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 DECEMBER 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In preparing these financial statements, the Directors have had to make the following judgement: ∙Impairment of Investment in Subsidiary (see note 10) Determine whether there are indicators of impairment of the Investment in Subsidiary. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.
4. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor and its associates:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements | 5,500 | 5,500
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
5. | Employees
| The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL).
6. | Directors' remuneration
| The emoluments of the Directors are paid by a fellow group undertaking without recourse. The Directors are common to a number of fellow subsidiaries and it is therefore not possible to make an accurate apportionment of their emoluments in respect of services to each of the individual subsidiaries.
7. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | - | 125,059
|  | - | 125,059
Page 16
TCP BIDCO (CALIFORNIA) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 DECEMBER 2025
8. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 325,749 | 446,374
| Loan note interest payable | 1,608,480 | 2,136,012
|  | 1,934,229 | 2,582,386
9. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | - | 29,193
| Total current tax | - | 29,193
| Deferred tax |  |
| Total deferred tax | - | -
| Tax on loss | - | 29,193
| Factors affecting tax charge for the year/period
| The tax assessed for the year/period is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (1,940,501) | (2,465,614)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (485,125) | (616,404)
| Effects of: |  |
| Group relief surrendered | 256,106 | 275,435
| Expenses not deductible for tax purposes | 229,019 | 370,162
| Total tax charge for the year/period | - | 29,193
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 17
TCP BIDCO (CALIFORNIA) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 DECEMBER 2025
10. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 30 December 2024 | 23,613,458
| At 28 December 2025 | 23,613,458
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Class of shares | Holding
| George Walker Transport Manchester Limited | Ordinary | 100%
| Walkers Holdings One Limited | Ordinary | 100%
| Northern Hub Limited | Ordinary | 100%
| Stockbridge Investments Limited | Ordinary | 100%
| Walker Transport South Limited | Ordinary | 100%
| The registered office of the Company's subsidiaries is Howley Park Industrial Estate, Howley Park Road East, Morley, Leeds, LS27 0BN. Amounts owed by group undertakings are unsecured, interest-free, have no fixed repayment date and are repayable on demand.
Page 18
TCP BIDCO (CALIFORNIA) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 DECEMBER 2025
11. | Creditors: Amounts falling due within one year
|  |  |  |  | 28 December | 29 December
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank loans | 1,221,480 | 1,477,275
| Amounts owed to group undertakings | 22,741,801 | 20,470,733
| Corporation tax | - | 29,193
| Other creditors | - | 5,257
| Accruals and deferred income | 1,592,909 | 968,244
|  | 25,556,190 | 22,950,702
| Amounts owed to group undertakings are unsecured, interest-free, have no fixed repayment date and are repayable on demand. Included in accruals is accrued interest in relation to the loan notes of £1,039,468.
12. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank loans | 1,327,849 | 2,225,494
| Other loans | 14,157,730 | 13,925,071
|  | 15,485,579 | 16,150,565
Page 19
TCP BIDCO (CALIFORNIA) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 DECEMBER 2025
13. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts falling due within one year |  |
| Bank loans | 1,221,480 | 1,477,275
|  | 1,221,480 | 1,477,275
| Amounts falling due 2-5 years |  |
| Bank loans | 1,327,849 | 2,225,494
| Loan notes | 14,157,730 | 13,925,071
|  | 15,485,579 | 16,150,565
|  | 16,707,059 | 17,627,840
| Fixed rate secured ‘A’ loan notes 2026 of £3,513,676 (2024: £3,335,970). Following amendments to the A loan notes on 28 July 2023, interest was charged at a fixed rate of 12% and the date of repayment has been extended to July 2026. A further agreed amendment was made in December 2025 extending the repayment to July 2027. The revised principal amount of £2,400,000 was repayable at maturity together with a redemption premium of 40% of the principal amount. A new effective interest rate applied to the loans was 15%. Fixed rate secured ‘B’ loan notes 2026 of £12,218,463 (2024: £11,511,708). Following amendments to the B loan notes, interest was charged at 12% but the date of repayment was extended to July 2026. . A further agreed amendment was made in December 2025 extending the repayment to July 2027. No other substantive changes were made and the principal amount of £8,342,000 remained due on redemption along with the redemption premium of 40%. A new effective interest rate applied to the loans was 15%. Bank Loans represent a cashflow loan for £5,250,000, which commenced in May 2019 in TCP Bidco (California) Limited and was amended in July 2023, repayable in quarterly instalments followed by a single payment of £2m on 30 June 2026. A further amendment was agreed in December 2025, extending the final repayment to July 2027. Interest on the loan is charged at 4.5% above bank base rate and is paid monthly, accrues daily. Subsequent to the year end, the fixed rate secured 'A', ‘B’ and 'C' loan notes and the bank loan were repaid in full on 15 May 2026, with all related security and charges being released on the same date.
Page 20
TCP BIDCO (CALIFORNIA) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 DECEMBER 2025
14. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 633,334 (2024 - 633,334) Ordinary shares of £1.00 each | 633,334 | 633,334
15. | Reserves
The Company's capital and reserves are as follows: Called up share capital Called up share capital represents the nominal value of shares issued. Profit and loss account Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
16. | Contingent liabilities
TCP Bidco (California) Limited has provided a cross guarantee against other borrowings of a fellow group companies. At the year end the Company's exposure under this guarantee was £2,197,969 (2024: £1,266,526). Subsequent to the year end, the borrowings of a fellow group company and loan notes were repaid in full on 15 May 2026, with all related security and charges being released on the same date. On 19 May 2026, TCP Bidco (California) Limited has provided a cross guarantee against other borrowings of a fellow group companies. Page 21
TCP BIDCO (CALIFORNIA) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 DECEMBER 2025
17. | Related party transactions
| The Company has taken advantage of the exemption available in Section 33.1A of FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the Group. Total Capital Partners LP Total Capital Partners are a related party by virtue of their equity interest in A ordinary shares of the parent company, TCP Topco (California) Limited, through the entity Total Capital Partners Investment LP. During the year the Company entered in to transactions in the normal course of business with Total Capital Partners as follows: • Repayment of £Nil (2024 - £Nil) in respect of A loan notes during the period • Interest income in the year of £Nil (2024 - £Nil) in respect of B loan notes • Interest expense in the period of £1,608,480 (2024 - £2,136,012) in respect of loan notes • The amounts owed in relation to A loan notes, including accrued interest, at 28 December 2025 is £3,513,676 (2024 - £3,335,970) • The amounts owed in relation to B loan notes, including accrued interest, at 28 December 2025 is £12,218,463 (2024 - £11,551,708)
18. | Ultimate parent undertaking and controlling party
The immediate and ultimate parent undertaking, and parent undertaking of the smallest and largest group for which consolidated accounts are prepared, is Walkers Transport Holdings Limited, a company incorporated in England and Wales. Walkers Transport Holdings Limited's registered office is Howley Park Industrial Estate, Howley Park Road East, Morley, Leeds, England, LS27 0BN. Consolidated accounts of Walkers Transport Holdings Limited are available to the public and may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ. To 15th May 2026, the ultimate controlling party is considered to be Total Capital Partners California Investment LP by virtue of a collective majority shareholding in Walkers Holdings Transport Limited. From 15th May 2026, the ultimate controlling party is considered to be Framtid Midco 4 Limited following the acquisition of the majority shareholding.
Page 22