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Company Registration Number: 14979302 WALKERS TRANSPORT HOLDINGS LIMITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 28 DECEMBER 2025
WALKERS TRANSPORT HOLDINGS LIMITED COMPANY INFORMATION
Directors | S Hobman
| J Scott
| D Balfour
| K J Riddle (appointed 15 May 2026)
Registered number | 14979302
Registered office | C/O Walkers Transport Howley Park Industrial Estate
| Howley Park Road East
| Leeds
| West Yorkshire
| LS27 0BN
Independent auditors | Armstrong Watson Audit Limited
| Chartered Accountants & Statutory Auditors
| Third Floor
| 10 South Parade
| Leeds
| LS1 5QS
WALKERS TRANSPORT HOLDINGS LIMITED CONTENTS
| Page
Group Strategic Report | 1 - 3
Directors' Report | 4 - 7
Independent Auditors' Report | 8 - 11
Consolidated Statement of Comprehensive Income | 12
Consolidated Statement of Financial Position | 13
Company Statement of Financial Position | 14
Consolidated Statement of Changes in Equity | 15
Company Statement of Changes in Equity | 16
Consolidated Statement of Cash Flows | 17 - 18
Consolidated Analysis of Net Debt | 19
Notes to the Financial Statements | 20 - 39
WALKERS TRANSPORT HOLDINGS LIMITED GROUP STRATEGIC REPORT FOR THE PERIOD ENDED 28 DECEMBER 2025
Introduction
The Directors present their strategic report together with the financial statements for the period ended 28 December 2025. The comparative period covers the period from incorporation on 4 July 2023 to 29 December 2024. The principal activity of the Group is that of palletised freight distribution. The principal activity of the Company is that of a holding company. Corporate Information Walkers Transport Holdings Limited (“the Company”) is the holding company of TCP Topco (California) Limited and its subsidiaries, which together form the Walkers Transport Holdings group (“the Group”).
Business review
The palletised distribution and warehousing market services a broad spectrum of industry sectors, hence the Group’s activity is a reasonable representation of how the UK economy is operating. The UK’s GDP increased slightly during 2025; a combination of higher prices and tighter financial conditions suppressed general demand for goods and therefore the movement of goods. As a result the UK logistics market has been competitive and challenging, however the Group’s focus on maintaining high service standards for customers has led to improved customer retention and volume growth. The result for the Group for the period shows a loss before tax of £736 (2024: £2,480,195). At the end of the year the Group's net liabilities totalled £3,642,598 (2024: £3,243,105). The Directors consider that the most relevant key performance indicators for the business are turnover and EBITDA. EBITDA is calculated as operating profit as set out in the income statement with amounts added back for depreciation and amortisation. At the end of the period the Group's EBITDA was £5,741,803.
Principal risks and uncertainties
Various conflicts around the world, international trade negotiations and UK government fiscal policies are creating uncertainty in the UK economy. This is leading to supressed forecasts for demand and increased cost of living in the UK together with an inflationary risk on the Group’s supplies. It is uncertain how long markets will be affected. We’ve 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, bank overdrafts, 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
WALKERS TRANSPORT HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD 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.
Directors' statement of compliance with duty to promote the success of the Group
Section 172 statement Under s172 of the Companies Act 2006, the directors have a duty to promote the success of the company for the benefit of its members as a whole, and in so doing have regard to broader stakeholder interests. As part of the decision making process, the Board consider the potential impact of decisions on relevant stakeholders whilst also having regard to a number of broader factors, including the desirability of the company maintaining a reputation for high standards of business conduct, the impact of the Company’s operations on the community and environment and the likely consequences of decisions in the long term. Where possible, decisions are carefully discussed with affected groups and are therefore fully understood and supported when taken. Details of our key stakeholders and engagement methods are set out below. Colleagues Our people are instrumental to our long term prosperity and we want them to be successful individually and as a team. The company strives to build a culture of engagement, integrity and safety, fostering a supportive environment in which our colleagues and our operations can develop. The executive directors all undertake ‘hands on’ roles within the business, allowing regular two way communication which ensures that any issues or concerns can be brought to the surface and speedily dealt with. The company has a policy of promoting from within wherever possible, as evidenced by a number of internal promotions which took effect during the year. The group is committed to enabling colleagues to reach their full potential, and to that end continues to invest in apprenticeships and other training schemes. The group also provides health and welfare schemes for the benefit of colleagues and their families. Customers The Group provides transport and storage services to a broad range of customers across a number of different industries. The objective is to deliver a best-in-class service at all times. To this end the group provides dedicated account management and day to day customer service contacts, and carefully monitors performance using ‘on time in full’ metrics. The group strives to be at the forefront of technological developments, providing customers with appropriate tools to enable transactions to be tracked on a real time basis, as well as providing performance metrics to allow service commitments to be monitored. The Group continues to foster partnership arrangements with customers, as evidenced by a number of long term contracts which embody minimum service standards within service level agreements. We continuously engage with customers on the subject of efficiency and cost optimisation, in order to ensure that we deliver the highest quality of service at a competitive price. Page 2
WALKERS TRANSPORT HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 28 DECEMBER 2025 Suppliers The Group works with a broad range of suppliers in order to support and underpin our operations. We foster strong and positive relationships with our suppliers and work to develop transparent and mutually beneficial partnerships with them. Engagement with our suppliers is important as they are fundamental to the quality of our service and to ensure that as a business, we meet the high standards that we set ourselves and that our customers expect. We engage with our suppliers through regular telephone, email and video contacts. With our more significant suppliers we meet periodically to discuss service levels, rates, environmental considerations and any other matters of importance. This report was approved by the board and signed on its behalf.
J Scott Director
Date: 31 July 2026
Page 3
WALKERS TRANSPORT HOLDINGS LIMITED DIRECTORS' REPORT FOR THE PERIOD ENDED 28 DECEMBER 2025 The directors present their report and the financial statements for the period ended 28 December 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group'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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The loss for the period, after taxation, amounted to £404,756 (2024 - loss £3,343,105). No dividends were paid during the period. The Directors do not recommend the payment of a final dividend.
Directors
The directors who served during the period were:
M J Buttler (resigned 31 January 2026)
S Hobman
J Scott
D Balfour K J Riddle (appointed 15 May 2026)
J Browning (resigned 15 May 2026)
A B 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. Page 4
WALKERS TRANSPORT HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 28 DECEMBER 2025
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 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. 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 Group is forecast to generate cash and that the Group has sufficient cash reserves and headroom in borrowing facilities to enable the Group 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 Group 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. Page 5
WALKERS TRANSPORT HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 28 DECEMBER 2025
Greenhouse gas emissions, energy consumption and energy efficiency action
The Group’s energy consumption, along with the energy intensity metric expressed per metre squared are as follows: CO2e is calculated per vehicle using vehicle kilometres, gathered from odometer data, multiplied by the estimated KGCO2e per KM value of 0.94353. KWh for vehicles is calculated using the average laden and average HGV diesel KWh per KM figures provided on the government website: https://www.gov.uk/government /publications /greenhouse-gas-reporting -conversion -factors-2023 KWh for electricity used in the Group’s properties is provided directly by our fuel suppliers. KGCO2e is then calculated using the fuel mix disclosures shown on their website. This is updated whenever there is a change of supplier. Most of the Group’s emissions are attributable to the fleet, which it strives to achieve the latest in Euro standards and optimize each vehicle’s utilization to minimize the impact of its carbon footprint. The Group has partnered with a carbon offset scheme, which allows customers to contribute a part of the selling price to meaningful worldwide environmental improvement projects, which goes some way to reducing the net impact on the environment. The Group’s policy on electric vehicles is to continue to explore opportunities to make use of them. Limitations experienced to date are the time and cost of charging, plus the prohibitive purchase costs and lease costs of electric heavy goods vehicles. The Group will follow the industry’s and government’s lead in what is recommended best practice. Most of the Group’s company car fleet is either electric or hybrid.
Matters covered in the Group 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 Group. Page 6
WALKERS TRANSPORT HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 28 DECEMBER 2025
Disclosure of information to auditors
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 and the Group's auditors are 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 and the Group's auditors are aware of that information.
Auditors
Under section 487(2) of the Companies Act 2006, Armstrong Watson Audit Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier. This report was approved by the board and signed on its behalf.
J Scott Director
Date: 31 July 2026
Page 7
WALKERS TRANSPORT HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WALKERS TRANSPORT HOLDINGS LIMITED
Opinion
We have audited the financial statements of Walkers Transport Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 28 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Consolidated Analysis of Net Debt, the Company 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 Group's and of the parent Company's affairs as at 28 December 2025 and of the Group's loss for the period then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 8
WALKERS TRANSPORT HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WALKERS TRANSPORT HOLDINGS LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
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 Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and ∙the Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 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' Responsibilities Statement set out on page 4, 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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Page 9
WALKERS TRANSPORT HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WALKERS TRANSPORT HOLDINGS LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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 Group 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 Act, tax legislation and occupational health and employment 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 the 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. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 Auditors' Report. Page 10
WALKERS TRANSPORT HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WALKERS TRANSPORT HOLDINGS 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 Auditors' 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 11
WALKERS TRANSPORT HOLDINGS LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 28 DECEMBER 2025
| Period ended 28 December 2025 | Period ended 29 December 2024
Note | £ | £
Turnover | 4 | 56,710,453 | 77,464,497
Cost of sales |  | (40,855,695) | (53,698,481)
Gross profit |  | 15,854,758 | 23,766,016
Administrative expenses |  | (13,275,150) | (21,123,576)
Operating profit | 5 | 2,579,608 | 2,642,440
Interest receivable and similar income | 9 | 1,305 | 18,719
Interest payable and similar expenses | 10 | (2,581,649) | (5,141,354)
Loss before taxation |  | (736) | (2,480,195)
Tax on loss | 11 | (404,020) | (862,910)
Loss for the financial period |  | (404,756) | (3,343,105)
(Loss) for the period attributable to: |  |  |
Owners of the Parent Company |  | (404,756) | (3,343,105)
|  | (404,756) | (3,343,105)
There were no recognised gains and losses for 2025 or 2024.
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 20 to 39 form part of these financial statements.
Page 12
WALKERS TRANSPORT HOLDINGS LIMITED REGISTERED NUMBER: 14979302 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 28 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 12 |  | 16,855,548 |  | 18,774,517
Tangible assets | 13 |  | 5,290,420 |  | 4,145,877
|  |  | 22,145,968 |  | 22,920,394
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 15 | 14,932,172 |  | 13,191,771 |
Cash at bank and in hand |  | 829,710 |  | 846,251 |
|  | 15,761,882 |  | 14,038,022 |
Creditors: amounts falling due within one year | 16 | (17,113,692) |  | (15,843,153) |
Net current liabilities |  |  | (1,351,810) |  | (1,805,131)
Total assets less current liabilities |  |  | 20,794,158 |  | 21,115,263
Creditors: amounts falling due after more than one year | 17 |  | (20,932,660) |  | (20,814,252)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 20 | (3,504,096) |  | (3,544,116) |
|  |  | (3,504,096) |  | (3,544,116)
Net liabilities |  |  | (3,642,598) |  | (3,243,105)
Capital and reserves |  |  |  |  |
Called up share capital | 21 |  | 105,263 |  | 100,000
Profit and loss account | 22 |  | (3,747,861) |  | (3,343,105)
Total deficit |  |  | (3,642,598) |  | (3,243,105)
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 20 to 39 form part of these financial statements. Page 13
WALKERS TRANSPORT HOLDINGS LIMITED REGISTERED NUMBER: 14979302 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 28 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 14 |  | 2,146,790 |  | 2,146,790
|  |  | 2,146,790 |  | 2,146,790
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 15 | 813,879 |  | 2,484,542 |
|  | 813,879 |  | 2,484,542 |
Creditors: amounts falling due within one year | 16 | (1,727,801) |  | (3,312,139) |
Net current liabilities |  |  | (913,922) |  | (827,597)
Total assets less current liabilities |  |  | 1,232,868 |  | 1,319,193
Creditors: amounts falling due after more than one year | 17 |  | (1,699,738) |  | (1,574,150)
Net liabilities |  |  | (466,870) |  | (254,957)
Capital and reserves |  |  |  |  |
Called up share capital | 21 |  | 105,263 |  | 100,000
Profit and loss account | 22 |  | (572,133) |  | (354,957)
Total deficit |  |  | (466,870) |  | (254,957)
The Company's loss for the year was £217,176 (2024 - £354,957). 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 20 to 39 form part of these financial statements. Page 14
WALKERS TRANSPORT HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 28 DECEMBER 2025
| Called up share capital | Profit and loss account | Equity attributable to owners of Parent Company | Total deficit
| £ | £ | £ | £
At 1 July 2023 | 100,000 | - | 100,000 | 100,000
Comprehensive income for the period |  |  |  |
Loss for the period | - | (3,343,105) | (3,343,105) | (3,343,105)
Total transactions with owners | - | - | - | -
At 29 December 2024 | 100,000 | (3,343,105) | (3,243,105) | (3,243,105)
Comprehensive income for the period |  |  |  |
Loss for the period | - | (404,756) | (404,756) | (404,756)
Contributions by and distributions to owners |  |  |  |
Shares issued during the period | 5,263 | - | 5,263 | 5,263
Total transactions with owners | 5,263 | - | 5,263 | 5,263
At 28 December 2025 | 105,263 | (3,747,861) | (3,642,598) | (3,642,598)
| The notes on pages 20 to 39 form part of these financial statements.
Page 15
WALKERS TRANSPORT HOLDINGS LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 28 DECEMBER 2025
| Called up share capital | Profit and loss account | Total deficit
| £ | £ | £
At 1 July 2023 | 100,000 | - | 100,000
Comprehensive income for the period |  |  |
Loss for the period | - | (354,957) | (354,957)
Total transactions with owners | - | - | -
At 29 December 2024 | 100,000 | (354,957) | (254,957)
Comprehensive income for the period |  |  |
Loss for the period | - | (217,176) | (217,176)
Contributions by and distributions to owners |  |  |
Shares issued during the period | 5,263 | - | 5,263
Total transactions with owners | 5,263 | - | 5,263
At 28 December 2025 | 105,263 | (572,133) | (466,870)
| The notes on pages 20 to 39 form part of these financial statements.
Page 16
WALKERS TRANSPORT HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 28 DECEMBER 2025
|  |  | Period ended 28 December 2025 | As restated Period ended 29 December 2024
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial period | (404,756) | (3,343,105)
Adjustments for: |  |
Amortisation of intangible assets | 1,918,969 | 2,718,539
Depreciation of tangible assets | 1,179,893 | 1,195,367
Loss on disposal of tangible assets | 47,736 | -
Interest paid | 2,581,649 | 5,141,355
Interest received | (1,305) | (18,719)
Taxation charge | 404,020 | 862,910
(Increase) in debtors | (1,740,401) | (638,671)
(Decrease)/increase in creditors | (396,292) | 1,228,688
Corporation tax (paid) | (637,427) | (1,514,266)
Net cash generated from operating activities | 2,952,086 | 5,632,098
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (2,390,267) | (1,523,930)
Sale of tangible fixed assets | 18,097 | 97,705
Business combinations | - | (661,895)
Cash acquired on business combinations | - | (105,544)
Net cash used in investing activities | (2,372,170) | (2,193,664)
Cash flows from financing activities |  |
Issue of ordinary shares | 5,263 | 9,500
New secured loans | - | 5,250,000
Repayment of loans | (1,448,988) | (1,050,000)
Repayment of other loans | - | (1,477,270)
Repayment of/new finance leases | 900,282 | (146,031)
Invoice discounting facility movement | 459,636 | 1,738,333
Interest paid | (512,650) | (6,935,434)
Interest received | - | 18,719
Net cash used in financing activities | (596,457) | (2,592,183)
Page 17
WALKERS TRANSPORT HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE PERIOD ENDED 28 DECEMBER 2025
|  | 2025 | 2024
|  | £ | £
Net (decrease)/increase in cash and cash equivalents | (16,541) | 846,251
Cash and cash equivalents at beginning of period | 846,251 | -
Cash and cash equivalents at the end of period | 829,710 | 846,251
Cash and cash equivalents at the end of period comprise: |  |
Cash at bank and in hand | 829,710 | 846,251
| 829,710 | 846,251
The notes on pages 20 to 39 form part of these financial statements.
Page 18
WALKERS TRANSPORT HOLDINGS LIMITED CONSOLIDATED ANALYSIS OF NET DEBT FOR THE PERIOD ENDED 28 DECEMBER 2025
| As restated At 29 December 2024 | Cash flows | Other non-cash changes | At 28 December 2025
| £ | £ | £ | £
Cash at bank and in hand | 846,251 | (16,541) | - | 829,710
Debt due within 1 year | (3,888,396) | (1,123,960) | - | (5,012,356)
Debt due after 1 year | (20,115,551) | 2,462,465 | 1,902,900 | (15,750,186)
Finance leases and hire purchase | (896,444) | (900,307) | 96,005 | (1,700,746)
| (24,054,140) | 421,657 | 1,998,905 | (21,633,578)
The notes on pages 20 to 39 form part of these financial statements.
Page 19
WALKERS TRANSPORT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 28 DECEMBER 2025
1. | General information
Walkers Transport Holdings 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 operation 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 Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases. Page 20
WALKERS TRANSPORT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 28 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | 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 Group is forecast to generate cash and that the Group has sufficient cash reserves and headroom in borrowing facilities to enable the Group 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 Group 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.
| 2.4 | Parent company disclosure exemption
In preparing the separate financial statements of the Parent Company, advantage has been taken of the following disclosure exemptions available in FRS 102: • No cash flow statement or net debt reconciliation has been presented for the Parent Company: and • No disclosure has been given for the aggregate remuneration of the key management personnel of the Parent Company as their remuneration is included in the totals for the Group as a whole.
| 2.5 | Turnover
Turnover represents amounts chargeable, net of value added tax, in respect of the sale of services to customers. Haulage turnover is recognised on the completion of the delivery of pallets to the given customer and once proof of delivery exists. Turnover is also recognised on storage sales, whereby turnover is generated through holding pallets for customers. The turnover is recognised once the pallet is in warehouse storage and the invoice has been raised. Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
| 2.6 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset. Page 21
WALKERS TRANSPORT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 28 DECEMBER 2025 2.Accounting policies (continued)
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | 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.
| 2.9 | Borrowing costs
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
| 2.10 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
| 2.11 | Current and deferred taxation
The tax expense for the period comprises current and deferred tax. 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 and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. Page 22
WALKERS TRANSPORT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 28 DECEMBER 2025 2.Accounting policies (continued)
| 2.12 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. Amortisation is provided on the following bases:
|  |  |  | Customer relationships | - | % | Over 12 years straight line basis
|  |  |  | Marketing related | - | % | Over 12 years straight line basis
|  |  |  | Goodwill | - | % | Over 10 years straight line basis
| 2.13 | Impairment of intangible assets
Assets are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit and loss as described below. Non financial assets An asset is impaired when there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. Financial assets For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were sold at the reporting date. Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had the impairment loss not been recognised. Impairment charges are recognised in the profit and loss account.
| 2.14 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Page 23
WALKERS TRANSPORT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 28 DECEMBER 2025 2.Accounting policies (continued)
| 2.14 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Long-term leasehold property | - | shorter of lease term and 7 years
|  |  |  | Plant and machinery | - | 3 to 15 years
|  |  |  | Motor vehicles | - | 3 to 12 years
|  |  |  | Fixtures and fittings | - | 3 to 5 years
|  |  |  | Office equipment | - | 3 to 5 years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.15 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.16 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.17 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.18 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.19 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss. Page 24
WALKERS TRANSPORT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 28 DECEMBER 2025 2.Accounting policies (continued)
| 2.20 | Financial instruments
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute financing transactions, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date. Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an 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. Page 25
WALKERS TRANSPORT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 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 judgements: ∙Intangible fixed assets (see note 12) Determine whether there are indicators of impairment of the Group's intangible assets. 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. Other key sources of estimation uncertainty ∙Tangible fixed assets (see note 13) Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values. ∙Impairment of debtors (see note 15) The Group makes an estimate of the recoverable value of trade and other debtors. When assessing the impairment of trade and other debtors, management consider factors which include the current credit rating of the debtor, the ageing profile of the debtors and historical experience.
4. | Turnover
| All turnover arose within the United Kingdom.
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | Period ended 28 December 2025 | Period ended 29 December 2024
|  |  |  |  | £ | £
| Depreciation | 1,179,893 | 1,195,367
| Amortisation | 1,918,969 | 2,718,539
| Other operating lease rentals | 1,359,325 | 1,929,829
| Loss/(profit) on disposal of tangiable fixed assets | 47,736 | (9,244)
Page 26
WALKERS TRANSPORT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 28 DECEMBER 2025
6. | Auditors' remuneration
| During the period, the Group obtained the following services from the Company's auditors and their associates:
|  |  |  |  | Period ended 28 December 2025 | Period ended 29 December 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements | 8,000 | 7,000
| Fees payable to the Company's auditors and their associates in respect of: |  |
| The auditing of accounts of the subsidiaries of the Company | 55,900 | 55,584
| All non-audit services not included above | 22,450 | 28,766
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 11,396,875 | 15,609,831
| Social security costs | 1,344,735 | 1,479,033
| Cost of defined contribution scheme | 210,960 | 331,051
|  | 12,952,570 | 17,419,915
| The average monthly number of employees, including the directors, during the period was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Admin, support and other departments | 77 | 83
|  | Distribution | 251 | 228
|  |  | 328 | 311
Page 27
WALKERS TRANSPORT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 28 DECEMBER 2025
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 461,561 | 261,388
| Group contributions to defined contribution pension schemes | 3,852 | 2,422
|  | 465,413 | 263,810
| During the period retirement benefits were accruing to 3 directors (2024 - 2) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £172,280 (2024 - £121,704).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,100 (2024 - £1,321).
9. | Interest receivable
|  |  |  |  | Period ended 28 December 2025 | Period ended 29 December 2024
|  |  |  |  | £ | £
| Other interest receivable | 1,305 | 18,719
|  | 1,305 | 18,719
10. | Interest payable and similar expenses
|  |  |  |  | Period ended 28 December 2025 | Period ended 29 December 2024
|  |  |  |  | £ | £
| Bank interest payable | 466,275 | 642,394
| Other loan interest payable | 2,019,369 | 4,418,372
| Finance leases and hire purchase contracts | 96,005 | 80,588
|  | 2,581,649 | 5,141,354
Page 28
WALKERS TRANSPORT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 28 DECEMBER 2025
11. | Taxation
|  |  |  |  | Period ended 28 December 2025 | Period ended 29 December 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 523,169 | 1,330,727
| Adjustments in respect of previous periods | (79,129) | -
| Total current tax | 444,040 | 1,330,727
| Deferred tax |  |
| Origination and reversal of timing differences | (23,238) | (467,817)
| Adjustments in respect of previous periods | (16,782) | -
| Total deferred tax | (40,020) | (467,817)
| Tax on loss | 404,020 | 862,910
| Factors affecting tax charge for the period
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | Period ended 28 December 2025 | Period ended 29 December 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (736) | (2,480,195)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (184) | (620,049)
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 305,488 | 1,557,431
| Fixed asset differences | 167,006 | 28,904
| Adjustments to tax charge in respect of prior periods | (122,580) | 16,885
| Movement in deferred tax not recognised | 54,290 | 5,107
| Non-taxable income | - | (125,368)
| Total tax charge for the period | 404,020 | 862,910
Page 29
WALKERS TRANSPORT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 28 DECEMBER 2025 11.Taxation (continued)
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
12. | Intangible assets
| Group
|  | Customer relationships | Marketing related | Goodwill | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 29 December 2024 | 11,157,848 | 2,642,364 | 7,692,844 | 21,493,056
| At 28 December 2025 | 11,157,848 | 2,642,364 | 7,692,844 | 21,493,056
| Amortisation |  |  |  |
| At 29 December 2024 | 1,317,246 | 311,946 | 1,089,347 | 2,718,539
| Charge for the period on owned assets | 929,821 | 220,197 | 768,951 | 1,918,969
| At 28 December 2025 | 2,247,067 | 532,143 | 1,858,298 | 4,637,508
| Net book value |  |  |  |
| At 28 December 2025 | 8,910,781 | 2,110,221 | 5,834,546 | 16,855,548
| At 28 December 2024 | 9,840,602 | 2,330,418 | 6,603,497 | 18,774,517
Page 30
WALKERS TRANSPORT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 28 DECEMBER 2025
13. | Tangible fixed assets
| Group
|  | Long-term leasehold property | Plant and machinery, fixtures and office equipment | Motor vehicles | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 29 December 2024 | 252,451 | 2,189,348 | 2,301,644 | 4,743,443
| Additions | 18,986 | 592,997 | 1,778,284 | 2,390,267
| Disposals | - | - | (506,656) | (506,656)
| At 28 December 2025 | 271,437 | 2,782,345 | 3,573,272 | 6,627,054
| Depreciation |  |  |  |
| At 29 December 2024 | 1,336 | 101,867 | 494,361 | 597,564
| Charge for the period on owned assets | 70,814 | 456,564 | 652,515 | 1,179,893
| Disposals | - | - | (440,823) | (440,823)
| At 28 December 2025 | 72,150 | 558,431 | 706,053 | 1,336,634
| Net book value |  |  |  |
| At 28 December 2025 | 199,287 | 2,223,914 | 2,867,219 | 5,290,420
| At 28 December 2024 | 251,115 | 2,087,481 | 1,807,283 | 4,145,879
| The net book value of land and buildings may be further analysed as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Long leasehold | 199,287 | 251,115
|  | 199,287 | 251,115
Page 31
WALKERS TRANSPORT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 28 DECEMBER 2025
14. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 29 December 2024 | 2,146,790
| At 28 December 2025 | 2,146,790
| Direct subsidiary undertaking
| The following was a direct subsidiary undertaking of the Company:
| Name | Principal activity | Class of shares | Holding
| TCP Topco (California) Limited | Intermediary holding company | Ordinary | 100%
| Indirect subsidiary undertakings
| The following were indirect subsidiary undertakings of the Company:
| Name | Principal activity | Class of shares | Holding
| TCP Bidco (California) Limited | Intermediary holding company | Ordinary | 100%
| George Walker Transport Manchester Limited | Palletised freight distribution | Ordinary | 100%
| Walkers Holdings One Limited | Dormant | Ordinary | 100%
| Northern Hub Limited | Palletised freight distribution | Ordinary | 100%
| George Walker Transport Limited | Palletised freight distribution | Ordinary | 100%
| Walkers Transport Midlands Limited | Palletised freight distribution | Ordinary | 100%
| Stockbridge Investments Limited | Dormant | Ordinary | 100%
| Walkers Transport South Limited | Palletised freight distribution | Ordinary | 100%
| The registered office of the Company's subsidiaries is Howley Park Industrial Estate, Howley Park Road East, Morley, Leeds, LS27 0BN. Northern Hub Limited and Walkers Transport South Limited are exempt from the requirements of the Act relating to the audit of accounts under section 479A of the Companies Act 2006 and Walkers Transport Holdings Limited has provided the necessary guarantees in this respect.
Page 32
WALKERS TRANSPORT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 28 DECEMBER 2025
15. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 11,389,606 | 10,482,300 | - | -
| Amounts owed by group undertakings | - | - | 698,265 | 2,469,206
| Other debtors | 929,920 | 442,612 | 115,614 | 15,336
| Prepayments and accrued income | 2,612,646 | 2,266,859 | - | -
|  | 14,932,172 | 13,191,771 | 813,879 | 2,484,542
16. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | 1,221,480 | 1,181,820 | - | -
| Trade creditors | 6,487,304 | 6,904,459 | - | -
| Other borrowings | 2,197,969 | 1,738,333 | - | -
| Amounts owed to group undertakings | - | - | 1,727,801 | 3,223,911
| Corporation tax | 526,217 | 719,602 | - | 5,147
| Other taxation and social security | 1,443,017 | 1,710,921 | - | 83,081
| Obligations under finance lease and hire purchase contracts | 783,082 | 548,547 | - | -
| Other creditors | 219,692 | 255,882 | - | -
| Accruals and deferred income | 4,234,931 | 2,783,589 | - | -
|  | 17,113,692 | 15,843,153 | 1,727,801 | 3,312,139
| Other borrowings relate to an invoice discounting facility with the bank. Interest is charged at a rate of 6.8% per annum for use of the facility. Amounts owed to group undertakings are unsecured, interest-free, have no fixed repayment date and are repayable on demand. Obligations under finance leases and hire purchase contracts are secured over the assets to which they relate.
| Invoice discounting facilities are secured by way of a fixed and floating charge on all assets of the Group. Included in accruals and deferred income is accrued interest of £1,592,908 (2024: £1,618,299) relating to the fixed rate loan notes A and B (see note 18).
Page 33
WALKERS TRANSPORT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 28 DECEMBER 2025
17. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Debentures loans | 16,528,399 | 18,445,441 | - | -
| Bank loans | 1,327,849 | 260,764 | - | -
| Net obligations under finance leases and hire purchase contracts | 1,109,674 | 347,897 | - | -
| Other creditors | 267,000 | 186,000 | - | -
| Accruals and deferred income | - | 164,804 | - | 164,804
| Share capital treated as debt | 1,699,738 | 1,409,346 | 1,699,738 | 1,409,346
|  | 20,932,660 | 20,814,252 | 1,699,738 | 1,574,150
| Disclosure of the terms and conditions attached to the share capital treated as debt is made in note 21.
18. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Amounts falling due within one year |  |
| Bank loans | 1,221,480 | 1,181,820
|  | 1,221,480 | 1,181,820
| Amounts falling due 2-5 years |  |
| Bank loans | 1,327,849 | 260,764
| Debenture loans | 16,528,399 | 18,445,441
|  | 17,856,248 | 18,706,205
|  | 19,077,728 | 19,888,025
Page 34
WALKERS TRANSPORT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 28 DECEMBER 2025 18.Loans (continued)
| 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. Fixed rate unsecured ‘C’ loan notes of £2,370,669 (2024: £2,258,006). Interest is charged at a rate of 5% per annum. Repayments is made on the repayment of A&B loan notes. Group companies have provided a cross guarantee against other borrowings of fellow group companies. At the year end the Company’s exposure under this guarantee was £2,197,969 (2024: £1,266,526). In addition the Company has also provided cross guarantees against loan notes included in fellow group company TCP Bidco (California) Limited. At the year the total liability of the loan notes was £15,732,139 (2024: £11,710,200). 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.
19. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Within one year | 783,082 | 548,547
| Between 1-5 years | 1,109,674 | 347,897
|  | 1,892,756 | 896,444
Page 35
WALKERS TRANSPORT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 28 DECEMBER 2025
20. | Deferred taxation
| Group
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (3,544,116) | -
| Charged to profit or loss | 40,020 | (47,040)
| Arising on business combinations | - | 466,817
| Utilised in year | - | (3,963,893)
| At end of year | (3,504,096) | (3,544,116)
| Company
|  | 2025 | 2024
| At end of year | - | -
| The provision for deferred taxation is made up as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Accelerated capital allowances | (748,845) | (501,361)
| Deferred tax on intangible assets | (2,755,251) | (3,042,755)
|  | (3,504,096) | (3,544,116)
Page 36
WALKERS TRANSPORT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 28 DECEMBER 2025
21. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Shares classified as equity
|  | Allotted, called up and fully paid |  |
|  | 695,000 (2024 - 695,000) Ordinary A shares of £0.10 each | 69,500 | 69,500
|  | 305,000 (2024 - 305,000) Ordinary B shares of £0.10 each | 30,500 | 30,500
|  | 52,632 (2024 - Nil) Ordinary C shares of £0.10 each | 5,263 | -
|  |  | 105,263 | 100,000
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Shares classified as debt
|  | Allotted, called up and fully paid |  |
|  | 1,699,738 (2024 - 1,409,346) Preference shares of £1.00 each | 1,699,738 | 1,409,346
On 3 April 2025, 52,632 Ordinary C shares were issued at a nominal value of £0.10. The A, B and C shares have attached full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption. Preference share holders are entitled to interest at 8%.
22. | Reserves
Profit and loss account This represents the retained profit/(losses) of the company over time.
23. | Contingent liabilities
The company had 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). In addition the Company had also provided cross guarantees against loan notes included in fellow group company TCP Bidco (California) Limited. At the year the total liability of the loan notes was £16,528,401 (2024: £11,710,200). Subsequent to the year end, the borrowings of a fellow group companies and loan notes were repaid in full in May 2026, with all related security and charges being released on the same date. In May 2026, the Group took out new funding opportunities which involved the provision of cross guarantees.
24. | Pension commitments
The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in and independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £210,960 (2024 - £227,778) in the current accounting period. Contributions totalling £26,647 (2024 - £85,422) were payable to the fund at the reporting date and are included in creditors. Page 37
WALKERS TRANSPORT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 28 DECEMBER 2025
25. | Commitments under operating leases
| At 28 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 2,362,507 | 2,209,559
| Later than 1 year and not later than 5 years | 4,161,583 | 4,776,202
| Later than 5 years | 2,788,750 | 4,397,667
|  | 9,312,840 | 11,383,428
26. | 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 any wholly owned subsidiary undertaking of the group. Key management personnel include all Directors of the Group who together have authority and responsibility for planning, directing and controlling the activities of the Group. The total compensation paid to key management personnel for services provided to the Group is disclosed in note 8. Directors Scott Hobman is a Director of the Company and has an equity interest of B ordinary shares. During the prior year, the company issued a loan for £15,250, with an interest rate of 8% charged monthly in arrears. The amount owed at 28 December 2025 is £16,563. Total Capital Partners LLP Total Capital Partners are a related party during the year by virtue of their equity interest in A ordinary shares of the parent company, Walkers Transport Holdings Limited, through the entity Total Capital Partners Investment LP. During the year the Group and Company entered into transactions in the normal course of business with Total Capital Partners as follows: - Repayment of £Nil (2024 - £Nil) in respect of A and B loan notes during the year; - Interest expense in the year in respect of loans of £1,844,600 - (2024 - £1,392,696); - The amount owed in relation to A loan notes, including accrued interest, at 28 December 2025 is £3,513,676 - (2024 - £3,335,970) - The amount owed in relation to B loan notes, including accrued interest, at 28 December 2025 is £12,218,463 - (2024 - £11,551,708) ; and - Monitoring fees of £125,558 - (2024 - £109,800).
27. | Post balance sheet events
On 1 April 2026, the group acquired the entire share capital of Madex Logistics Ltd for a purchase price in the region of £3.5m. The annual revenue of Madex Logistics Ltd is approximately £7m. Page 38
WALKERS TRANSPORT HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 28 DECEMBER 2025
28. | Controlling party
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 Transport Holdings 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 39