Company Registration Number: 10950706
FOR THE YEAR ENDED 28 DECEMBER 2025
TCP BIDCO (CALIFORNIA) LIMITED
COMPANY INFORMATION
TCP BIDCO (CALIFORNIA) LIMITED
CONTENTS
TCP BIDCO (CALIFORNIA) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 28 DECEMBER 2025
The Directors present their strategic report together with the financial statements for the period ended 28 December 2025.
The principal activity of the Company is that of an intermediate holding company of a palletised freight distribution business.
The result for the Company for the year show a loss before tax of £1,940,502 (2024 - £2,465,615), which is almost entirely attributable to interest on the Company's borrowings. At the end of the year the Company's net liabilities totalled £17,428,311 (2024 - £15,487,809).
Due to the nature of the business there are no KPI's.
Due to the nature of the business there are no KPI's.
TCP Bidco (California) Limited is a holding company whose subsidiaries are engaged in the palletised freight distribution. As such, the risks relevant to the Company's subsidiaries are also relevant to the Company in the context of the value of the Company's investments in those subsidiaries.
Various conflicts around the world, international trade negotiations and UK government fiscal policies are creating uncertainty in the UK economy. This is leading to forecasts of of suppressed demand and an increased cost of living in the UK, together with an inflationary risk on the company’s supplies. It is uncertain how long markets will be affected.
The Group has experienced an increase in trading in the early part of 2026. Although uncertainty in the economy exists, the directors believe the current proposition provides significant scope for further growth. The business is well invested and has the appropriate levels of finance available to support the growth strategy.
The key risks facing the group are those consistent within the sector, namely inflation and volatility in customer demand. Both risks can affect the Group’s profitability. The Group has memberships with a pallet network, which supplements the capacities of the Group’s fleet and provides a buffer in volatile times. Management maintains close relationships with key customers and focus on providing a high quality service.
The businesses principal financial instruments comprise: cash balances, trade debtors, trade creditors, fuel hedging and finance lease arrangements. The main purpose of these instruments is to ensure that the business' operations are adequately financed at all times.
In respect of bank balances, liquidity risk is managed by utilising an Invoice Discounting facility. Where surplus funds are available these are invested to maximise returns. The group’s credit risk is managed via the maintenance of credit policies aimed at minimising losses and by the maintenance of a whole turnover credit insurance policy. Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet agreed supplier credit terms.
Various conflicts around the world, international trade negotiations and UK government fiscal policies are creating uncertainty in the UK economy. This is leading to forecasts of of suppressed demand and an increased cost of living in the UK, together with an inflationary risk on the company’s supplies. It is uncertain how long markets will be affected.
The Group has experienced an increase in trading in the early part of 2026. Although uncertainty in the economy exists, the directors believe the current proposition provides significant scope for further growth. The business is well invested and has the appropriate levels of finance available to support the growth strategy.
The key risks facing the group are those consistent within the sector, namely inflation and volatility in customer demand. Both risks can affect the Group’s profitability. The Group has memberships with a pallet network, which supplements the capacities of the Group’s fleet and provides a buffer in volatile times. Management maintains close relationships with key customers and focus on providing a high quality service.
The businesses principal financial instruments comprise: cash balances, trade debtors, trade creditors, fuel hedging and finance lease arrangements. The main purpose of these instruments is to ensure that the business' operations are adequately financed at all times.
In respect of bank balances, liquidity risk is managed by utilising an Invoice Discounting facility. Where surplus funds are available these are invested to maximise returns. The group’s credit risk is managed via the maintenance of credit policies aimed at minimising losses and by the maintenance of a whole turnover credit insurance policy. Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet agreed supplier credit terms.
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TCP BIDCO (CALIFORNIA) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 DECEMBER 2025
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.
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TCP BIDCO (CALIFORNIA) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 28 DECEMBER 2025
The directors present their report and the financial statements for the year ended 28 December 2025.
The principal activity of the Company is that of a holding Company and the principal activity of the subsidiaries is palletised freight distribution.
The loss for the year, after taxation, amounted to £1,940,502 (2024 - loss £2,494,808).
No dividends were paid during the period (2024 - £nil). The Directors do not recommend the payment of a final dividend.
The directors who served during the year were:
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.
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.
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.
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TCP BIDCO (CALIFORNIA) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 28 DECEMBER 2025
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.
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.
The group has taken advantage of the exemption from reporting under the SECR requirements on the basis that all subsidiaries individually fall below the reporting thresholds.
In accordance with section 414C(11) of the Companies Act, certain matters required to be detailed in the Directors' Report are detailed in the Strategic Report where the Directors consider them to be of strategic importance to the Company.
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TCP BIDCO (CALIFORNIA) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 28 DECEMBER 2025
The auditor, Armstrong Watson Audit Limited, will be proposed for reappointment in accordance with section 487(2) of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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TCP BIDCO (CALIFORNIA) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 28 DECEMBER 2025
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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TCP BIDCO (CALIFORNIA) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TCP BIDCO (CALIFORNIA) LIMITED
We have audited the financial statements of TCP Bidco (California) Limited (the 'Company') for the year ended 28 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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.
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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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TCP BIDCO (CALIFORNIA) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TCP BIDCO (CALIFORNIA) LIMITED (CONTINUED)
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.
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.
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TCP BIDCO (CALIFORNIA) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TCP BIDCO (CALIFORNIA) LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
•We obtained an understanding of laws and regulations that affect the company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws and regulations that we identified included the UK Companies Ac and tax legislation.
•We enquired of the directors, reviewed correspondence with HMRC and reviewed directors meeting minutes for evidence of non-compliance with relevant laws and regulations. We also reviewed controls directors have in place to ensure compliance.
•We gained an understanding of the controls that the directors have in place to prevent and detect fraud. We enquired of the directors about any incidences of fraud that had taken place during the accounting period.
•The risk of fraud and non-compliance with laws and regulations and fraud was discussed within the audit team and tests were planned and performed to address these risks. We identified the potential for fraud in the following areas: revenue recognition and management override of controls.
•We reviewed financial statements disclosures and tested to supporting documentation to assess compliance with relevant laws and regulations discussed above.
•We enquired of the directors and third-party advisors about actual and potential litigation and claims.
•We performed analytical procedures to identify any unusual or unexpected relationships that might indicate risks of material misstatement due to fraud.
•In addressing the risk of fraud due to management override of internal controls we tested the appropriateness of journal entries and assessed whether the judgements made in making accounting estimates were indicative of a potential bias.
Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or noncompliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.
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TCP BIDCO (CALIFORNIA) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TCP BIDCO (CALIFORNIA) LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants & Statutory Auditors
Leeds
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TCP BIDCO (CALIFORNIA) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 DECEMBER 2025
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TCP BIDCO (CALIFORNIA) LIMITED
REGISTERED NUMBER: 10950706
STATEMENT OF FINANCIAL POSITION
AS AT 28 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 22 form part of these financial statements.
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TCP BIDCO (CALIFORNIA) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 DECEMBER 2025
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TCP BIDCO (CALIFORNIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
TCP Bidco (California) Limited is a private company, limited by shares, incorporated in England and Wales under the Companies Act 2006. The address of the registered office is shown on the Company Information page. The nature of the Company's operations and its principal activities are outlined in the Strategic Report.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The presentation currency of these financial statements is Sterling. All amounts in these financial statements have been rounded to the nearest £1.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The presentation currency of these financial statements is Sterling. All amounts in these financial statements have been rounded to the nearest £1.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Walkers Transport Holdings Limited as at 28 December 2025 and these financial statements may be obtained from Howley Park Road East, Howley Park Industrial Estate, Morley, Leeds, LS1 4DL.
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.
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TCP BIDCO (CALIFORNIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
2.Accounting policies (continued)
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.
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TCP BIDCO (CALIFORNIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
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TCP BIDCO (CALIFORNIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
There were no factors that may affect future tax charges.
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TCP BIDCO (CALIFORNIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
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TCP BIDCO (CALIFORNIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
Page 19
TCP BIDCO (CALIFORNIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
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TCP BIDCO (CALIFORNIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
The Company's capital and reserves are as follows:
Called up share capital
Profit and loss account
Subsequent to the year end, the borrowings of a fellow group company and loan notes were repaid in full on 15 May 2026, with all related security and charges being released on the same date.
On 19 May 2026, TCP Bidco (California) Limited has provided a cross guarantee against other borrowings of a fellow group companies.
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TCP BIDCO (CALIFORNIA) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 DECEMBER 2025
The immediate and ultimate parent undertaking, and parent undertaking of the smallest and largest group for which consolidated accounts are prepared, is Walkers Transport Holdings Limited , a company incorporated in England and Wales. Walkers Transport Holdings Limited 's registered office is Howley Park Industrial Estate, Howley Park Road East, Morley, Leeds, England, LS27 0BN . Consolidated accounts of Walkers Transport Holdings Limited are available to the public and may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
To 15th May 2026, the ultimate controlling party is considered to beTotal 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.
To 15th May 2026, the ultimate controlling party is considered to be
From 15th May 2026, the ultimate controlling party is considered to be Framtid Midco 4 Limited following the acquisition of the majority shareholding.
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