Caseware UK (AP4) 2024.0.164 2024.0.164 2025-12-282025-12-28187263701297672600falsefalsetruetruetruetruetruetruetrue2024-12-3000false 10943790 2024-12-30 2025-12-28 10943790 c:KeyManagementIndividualGroup1 2024-12-30 2025-12-28 10943790 c:KeyManagementIndividualGroup1 2024-01-01 2024-12-29 10943790 c:KeyManagementIndividualGroup1 2025-12-28 10943790 c:KeyManagementIndividualGroup1 2024-12-29 10943790 2024-01-01 2024-12-29 10943790 2025-12-28 10943790 2024-12-29 10943790 2024-01-01 10943790 6 2024-12-30 2025-12-28 10943790 6 2024-01-01 2024-12-29 10943790 e:Director1 2024-12-30 2025-12-28 10943790 e:Director1 2025-12-28 10943790 e:Director2 2024-12-30 2025-12-28 10943790 e:Director5 2024-12-30 2025-12-28 10943790 e:Director7 2024-12-30 2025-12-28 10943790 e:Director8 2024-12-30 2025-12-28 10943790 e:Director8 2025-12-28 10943790 e:RegisteredOffice 2024-12-30 2025-12-28 10943790 c:CurrentFinancialInstruments 2025-12-28 10943790 c:CurrentFinancialInstruments 2024-12-29 10943790 c:Non-currentFinancialInstruments 2025-12-28 10943790 c:Non-currentFinancialInstruments 2024-12-29 10943790 c:CurrentFinancialInstruments c:WithinOneYear 2025-12-28 10943790 c:CurrentFinancialInstruments c:WithinOneYear 2024-12-29 10943790 c:Non-currentFinancialInstruments c:AfterOneYear 2025-12-28 10943790 c:Non-currentFinancialInstruments c:AfterOneYear 2024-12-29 10943790 c:Non-currentFinancialInstruments c:BetweenTwoFiveYears 2025-12-28 10943790 c:Non-currentFinancialInstruments c:BetweenTwoFiveYears 2024-12-29 10943790 c:UKTax 2024-12-30 2025-12-28 10943790 c:UKTax 2024-01-01 2024-12-29 10943790 c:ShareCapital 2025-12-28 10943790 c:ShareCapital 2024-12-29 10943790 c:ShareCapital 2024-01-01 10943790 c:RetainedEarningsAccumulatedLosses 2024-12-30 2025-12-28 10943790 c:RetainedEarningsAccumulatedLosses 2025-12-28 10943790 c:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-29 10943790 c:RetainedEarningsAccumulatedLosses 2024-12-29 10943790 c:RetainedEarningsAccumulatedLosses 2024-01-01 10943790 e:OrdinaryShareClass1 2024-12-30 2025-12-28 10943790 e:OrdinaryShareClass1 2025-12-28 10943790 e:OrdinaryShareClass1 2024-12-29 10943790 e:OrdinaryShareClass2 2024-12-30 2025-12-28 10943790 e:OrdinaryShareClass2 2025-12-28 10943790 e:OrdinaryShareClass2 2024-12-29 10943790 e:OrdinaryShareClass3 2024-12-30 2025-12-28 10943790 e:OrdinaryShareClass3 2025-12-28 10943790 e:OrdinaryShareClass3 2024-12-29 10943790 e:OrdinaryShareClass4 2024-12-30 2025-12-28 10943790 e:OrdinaryShareClass4 2025-12-28 10943790 e:OrdinaryShareClass4 2024-12-29 10943790 e:FRS102 2024-12-30 2025-12-28 10943790 e:Audited 2024-12-30 2025-12-28 10943790 e:FullAccounts 2024-12-30 2025-12-28 10943790 e:PrivateLimitedCompanyLtd 2024-12-30 2025-12-28 10943790 c:Subsidiary1 2024-12-30 2025-12-28 10943790 c:Subsidiary1 1 2024-12-30 2025-12-28 10943790 c:Subsidiary2 2024-12-30 2025-12-28 10943790 c:Subsidiary2 1 2024-12-30 2025-12-28 10943790 c:Subsidiary3 2024-12-30 2025-12-28 10943790 c:Subsidiary3 1 2024-12-30 2025-12-28 10943790 c:Subsidiary4 2024-12-30 2025-12-28 10943790 c:Subsidiary4 1 2024-12-30 2025-12-28 10943790 c:Subsidiary5 2024-12-30 2025-12-28 10943790 c:Subsidiary5 1 2024-12-30 2025-12-28 10943790 c:Subsidiary6 2024-12-30 2025-12-28 10943790 c:Subsidiary6 1 2024-12-30 2025-12-28 10943790 c:Subsidiary7 2024-12-30 2025-12-28 10943790 c:Subsidiary7 1 2024-12-30 2025-12-28 10943790 c:Subsidiary8 2024-12-30 2025-12-28 10943790 c:Subsidiary8 1 2024-12-30 2025-12-28 10943790 6 2024-12-30 2025-12-28 10943790 f:PoundSterling 2024-12-30 2025-12-28 xbrli:shares iso4217:GBP xbrli:pure
Company Registration Number: 10943790



















TCP TOPCO (CALIFORNIA) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025













img27b4.png

 
TCP TOPCO (CALIFORNIA) LIMITED
 

COMPANY INFORMATION


Directors
S Hobman 
J Scott 
D Balfour 




Registered number
10943790



Registered office
C/O Walkers Transport Howley Park Industrial Estate
Howley Park Road East

Leeds

West Yorks

LS27 0BN




Independent auditor
Armstrong Watson Audit Limited
Chartered Accountants & Statutory Auditors

Third Floor

10 South Parade

Leeds

LS1 5QS





 
TCP TOPCO (CALIFORNIA) LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Directors' Responsibilities Statement
 
5
Independent Auditor's Report
 
6 - 9
Statement of Comprehensive Income
 
10
Statement of Financial Position
 
11
Statement of Changes in Equity
 
12
Notes to the Financial Statements
 
13 - 21


 
TCP TOPCO (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 £166,478 (2024 - £213,018), which is almost entirely attributable to interest on the Company's borrowings. At the end of the year the Company's net liabilities totalled £923,815 (2024 - £757,338).
Due to the nature of the business there are no KPI's.                                                                                             

Principal risks and uncertainties
 
TCP Topco (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.
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 TOPCO (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 TOPCO (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 Group is palletised freight distribution.

Results and dividends

The loss for the year, after taxation, amounted to £166,477 (2024 - loss £229,904).

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 J Buttler (resigned 31 January 2026)
S Hobman 
J Scott 
D Balfour 
A B Griggs (appointed 1 January 2025, resigned 24 July 2026)

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 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 TOPCO (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.

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 Group.

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 Limitedwill 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 4

 
TCP TOPCO (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 2006They 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 5

 
TCP TOPCO (CALIFORNIA) LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TCP TOPCO (CALIFORNIA) LIMITED
 

Opinion


We have audited the financial statements of TCP Topco (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 policiesThe 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 ReportOur 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 6

 
TCP TOPCO (CALIFORNIA) LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TCP TOPCO (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 by the Company, or returns adequate for our audit have not been received from branches not visited by us; or
the 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 5, 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 7

 
TCP TOPCO (CALIFORNIA) LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TCP TOPCO (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 Act 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 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.

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 8

 
TCP TOPCO (CALIFORNIA) LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TCP TOPCO (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 2006Our 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 9

 
TCP TOPCO (CALIFORNIA) LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 DECEMBER 2025

2025
2024
Note
£
£

  

Administrative expenses
  
(55,993)
-

Operating (loss)/profit
  
(55,993)
-

Interest payable and similar expenses
 7 
(110,484)
(213,018)

Loss before tax
  
(166,477)
(213,018)

Tax on loss
 8 
-
(16,886)

Loss for the financial year
  
(166,477)
(229,904)

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 13 to 21 form part of these financial statements.

Page 10

 
TCP TOPCO (CALIFORNIA) LIMITED
REGISTERED NUMBER: 10943790

STATEMENT OF FINANCIAL POSITION
AS AT 28 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Investments
 9 
633,334
633,334

  
633,334
633,334

Current assets
  

Debtors: amounts falling due within one year
 10 
2,476,124
1,481,547

  
2,476,124
1,481,547

Creditors: amounts falling due within one year
 11 
(1,403,604)
(426,034)

Net current assets
  
 
 
1,072,520
 
 
1,055,513

Total assets less current liabilities
  
1,705,854
1,688,847

Creditors: amounts falling due after more than one year
 12 
(2,629,669)
(2,446,185)

  

Net liabilities
  
(923,815)
(757,338)


Capital and reserves
  

Called up share capital 
 14 
918,377
918,377

Profit and loss account
 15 
(1,842,192)
(1,675,715)

  
(923,815)
(757,338)


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 13 to 21 form part of these financial statements.

Page 11

 
TCP TOPCO (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
918,377
(1,445,811)
(527,434)


Comprehensive income for the period

Loss for the period
-
(229,904)
(229,904)



At 30 December 2024
918,377
(1,675,715)
(757,338)


Comprehensive income for the year

Loss for the year
-
(166,477)
(166,477)


At 28 December 2025
918,377
(1,842,192)
(923,815)


The notes on pages 13 to 21 form part of these financial statements.

Page 12

 
TCP TOPCO (CALIFORNIA) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025

1.


General information

TCP Topco (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 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 presentation currency of these financial statements is Sterling. All amounts in these financial statements have been rounded to the nearest £1.

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 Crown Way, Cardiff, CF14 3UZ.

 
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 13

 
TCP TOPCO (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

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.

 
2.6

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.


 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.8

Financial instruments

The Company 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
Page 14

 
TCP TOPCO (CALIFORNIA) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025

2.Accounting policies (continued)


2.8
Financial instruments (continued)

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 Company 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.


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:

Impairment of Investment in Subsidiary (see note 9)

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.

Page 15

 
TCP TOPCO (CALIFORNIA) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025

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 payable and similar expenses

2025
2024
£
£


Other loan interest payable
110,484
213,018

110,484
213,018


8.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
-
16,886


-
16,886


Total current tax
-
16,886

Deferred tax

Total deferred tax
-
-


Tax on loss
-
16,886
Page 16

 
TCP TOPCO (CALIFORNIA) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
 
8.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the 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
(166,477)
(213,018)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(41,619)
(53,254)

Effects of:


Expenses not deductible for tax purposes
-
26,670

Capital allowances for year/period in excess of depreciation
-
26,585

Adjustments to tax charge in respect of previous periods
(26,669)
16,885

Group relief
13,998
-

Unrecognised deferred tax asset
54,290
-

Total tax charge for the year/period
-
16,886


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 17

 
TCP TOPCO (CALIFORNIA) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025

9.


Fixed asset investments








Investments in subsidiary companies

£



Cost or valuation


At 30 December 2024
633,334



At 28 December 2025
633,334





Subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Class of shares

Holding

TCP Bidco (California) Limited
Ordinary
100%
Northern Hub Limited *
Ordinary
100%
George Walker Transport Manchester Limited *
Ordinary
100%
Walkers Holdings One Limited *
Ordinary
100%
Stockbridge Investments Limited *
Ordinary
100%
Walkers Transport South Limited *
Ordinary
100%
George Walker Transport Limited *
Ordinary
100%
Walkers Transport Holdings Limited *
Ordinary
100%

The subsidiary undertakings noted above all hold the same registered office of C/O Walkers Transport Howley Park Industrial Estate, Howley Park Road East, Leeds, West Yorks, LS27 0BN.
* indirect subsidiary



10.


Debtors

2025
2024
£
£


Trade debtors
-
2,172

Amounts owed by group undertakings
2,014,701
1,479,375

Other debtors
461,423
-

2,476,124
1,481,547


Page 18

 
TCP TOPCO (CALIFORNIA) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025

11.


Creditors: Amounts falling due within one year

2025
2024
£
£

Amounts owed to group undertakings
1,403,604
-

Other taxation and social security
-
426,034

1,403,604
426,034


Amounts owed to group undertakings are unsecured, interest free, have no fixed repayment date and are repayable on demand.


12.


Creditors: Amounts falling due after more than one year

2025
2024
£
£

Loan notes
2,370,669
2,260,185

Compound financial liability
259,000
186,000

2,629,669
2,446,185



13.


Loans


Analysis of the maturity of loans is given below:


2025
2024
£
£



Amounts falling due 2-5 years

C loan notes
2,370,669
2,260,185


2,370,669
2,260,185


2,370,669
2,260,185


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.
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 unsecured ‘C’ loan notes were repaid in full on 15 May 2026, with all related security and charges being released on the same date. 

Page 19

 
TCP TOPCO (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



575,763 (2024 - 575,763) A Ordinary shares of £1.00 each
575,763
575,763
162,822 (2024 - 162,822) B Ordinary shares of £1.00 each
162,822
162,822
129,792 (2024 - 129,792) C Ordinary shares of £1.00 each
129,792
129,792
50,000 (2024 - 50,000) Deferred shares of £1.00 each
50,000
50,000

918,377

918,377

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.



15.


Reserves

Profit and loss account

The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.


16.


Contingent liabilities

TCP Topco (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).
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 £16,528,401 (2024: £11,710,200).
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 Topco (California) Limited has provided a cross guarantee against other borrowings of a fellow group companies.

Page 20

 
TCP TOPCO (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.
Directors
N P Jenkinson was a Director of the Company during the year and had an equity interest in the B ordinary shares. R H Simpson was a Director of Northern Hub Limited (a subsidiary undertaking) during the year and had equity interests in B and C ordinary shares. In the prior year the Company entered into transactions in the normal course of business with N P Jenkinson and R H Simpson as follows:
- Repayment of C loan notes of principal amount £Nil (2024 - £Nil).
- Interest expense charged in respect of C loan notes to the period end of £110,484 (2024 - £Nil).
- The amount owed in relation to the C loan notes at 28 December 2025 is £2,370,669 (2024 - £Nil).
Total Capital Partners LLP
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.


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, 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 21