ACCOUNTS - Final Accounts preparation

Operating profit/(loss)

The operating profit/(loss) is stated after charging:

12 months to 31 December

7 months to

31 December

Registered number: 13555225

FTS GROUP HOLDINGS LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FTS GROUP HOLDINGS LTD

COMPANY INFORMATION

Directors	J Mackay (resigned 31 January 2025)
	S Mackay (resigned 31 January 2025)
	P Samuel


Registered number	13555225


Registered office	6 Old Parkbury Lane
	Colney Street
	St Albans
	Hertfordshire
	AL2 2DL


Independent auditors	Hillier Hopkins LLP
	Chartered Accountants & Statutory Auditor
	Radius House
	51 Clarendon Road
	Watford
	Hertfordshire
	WD17 1HP

FTS GROUP HOLDINGS LTD

CONTENTS

	Page
Group Strategic Report	1 - 4
Directors' Report	5 - 6
Independent Auditors' Report	7 - 10
Consolidated Statement of Comprehensive Income	11
Consolidated Balance Sheet	12 - 13
Company Balance Sheet	14
Consolidated Statement of Changes in Equity	15
Company Statement of Changes in Equity	16
Notes to the Financial Statements	17 - 33

FTS GROUP HOLDINGS LTD

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

This Strategic Report outlines the objectives and priorities of The FTS Group for the 2025 financial year.

Following a period of significant transition, including a management buyout, the Group now enters 2026 with a stable platform and a clear focus on consolidation, operational excellence, and selective growth.

The report reviews current market conditions, summarises business performance, identifies principal risks, and sets out strategic initiatives designed to strengthen the Group’s position as a high-quality, customer-focused provider of warehousing and haulage solutions across the UK.

Business review

The UK freight, warehousing, and logistics market continues to experience structural change driven by:

• E-commerce growth and evolving distribution models
• Increased cost pressures across fuel, labour, insurance, and finance
• Greater customer focus on resilience, visibility, and service quality
• Growing regulatory and customer expectations around sustainability

While competition remains intense and price pressure persists, the market also presents opportunities for
well-run operators capable of delivering reliable service, flexible solutions, and long-term partnerships.

Performance Overview

The Group’s financial and operational performance during 2025 represented a major improvement on prior
years and confirmed the success of recent strategic decisions. The business delivered:

• Improved operational controls
• Strong customer retention and engagement
• Continued performance in excess of budget expectations post year-end
The focus for 2026 is to convert this momentum into sustainable, repeatable performance.

Strengths

• Energised and aligned leadership team following the management buyout
• Strong customer relationships built on service and responsiveness
• Investment in modern assets, technology, and infrastructure
• Ability to offer integrated warehousing and transport solutions
• Proven willingness to challenge traditional operating models

Weaknesses

• Continued exposure to elevated staffing costs
• High finance costs relative to historical norms
• Margin pressure arising from highly competitive pricing in certain sectors

Management actions are in place to mitigate these risks through efficiency improvements, cost discipline, and
careful contract selection.

Page 1

FTS GROUP HOLDINGS LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Technology and Innovation

Digitisation remains central to the Group’s strategy. During 2026, FTS will continue to:

• Develop and refine route optimisation and telematics systems
• Improve real-time shipment visibility and proof-of-delivery capability
• Automate administrative and reporting processes where practical
• Use data to support pricing discipline, utilisation, and cost control
Technology investment will remain focused on measurable operational benefit rather than complexity for its
own sake.

Sustainability

FTS Group continues to align its strategy with the UN Sustainable Development Goals. Key initiatives include:

• Ongoing evaluation and trials of electric and low-emission vehicles
• A fully electric forklift truck fleet
• Site-wide LED lighting and sensor-based energy controls
• Waste reduction and recycling programmes

During 2026, the Group will focus on embedding sustainability into procurement, fleet planning, and customer
engagement in a commercially responsible manner.

Principal risks and uncertainties

Financing and Interest Rates

The Group operates with finance leases and hire purchase contracts. Although interest rates remain elevated,
management continues to actively manage funding arrangements, ensuring competitive terms through due
diligence and lender negotiation.

Competitive Pressure

The sector remains highly competitive, with some operators continuing to trade at unsustainable rates. The
failure of several competitors during the past year highlights the importance of financial discipline. FTS Group’s
strategy prioritises service quality, reliability, and long-term customer relationships over unprofitable volume.

Customer Credit Risk

Credit risk is an inherent feature of the sector. Robust credit control procedures, regular management review,
and close customer engagement remain in place. There have been no material bad debt issues in recent years.

Page 2

FTS GROUP HOLDINGS LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Financial key performance indicators

The Group measures and monitors a broad range of KPIs, including:

• Turnover
• Gross profit
• Net profit
• Fleet utilisation
• Cost per mile
• On-time delivery performance
• Health and safety metrics

KPIs for 2026 will focus increasingly on quality of margin, cash generation, and operational efficiency rather than top-line growth alone.

Strategic priorities for 2026

Operational Excellence

• Further optimisation of routes, assets, and driver utilisation
• Continued investment in driver training, safety, and retention
• Active fuel procurement and cost-management strategies
• Reduction of avoidable overheads through automation and process improvement

Service Development

• Refinement and expansion of niche and specialist service offerings
• Collaboration with customers to design bespoke logistics solutions
• Selective onboarding of customers aligned with margin and operational criteria

Technology Integration

• Enhanced tracking and communication systems
• Improved internal reporting and management information
• Practical application of data analytics to support decision-making

People and Culture

• Ongoing investment in staff development and wellbeing
• Clear accountability and empowerment within the management structure
• Reinforcement of a professional, safety-led, customer-focused culture

Financial Discipline

• Continued focus on cash flow management
• Careful control of capital expenditure
• Diversification of revenue streams where commercially justified
• Conservative approach to leverage and funding commitments

Page 3

FTS GROUP HOLDINGS LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Future Outlook

The FTS Group enters 2026 in a significantly stronger position than in previous years. With a stable leadership
team, improving financial performance, and a clearly defined strategy, the Group is well positioned to manage
ongoing market challenges while pursuing sustainable growth.

By maintaining discipline, investing selectively, and continuing to differentiate through service, technology, and
people, FTS Group aims to strengthen its reputation as a dependable, forward-thinking logistics partner.

This report was approved by the board and signed on its behalf.

................................................

P Samuel

Director

Date: 21 July 2026

Page 4

FTS GROUP HOLDINGS LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 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;

∙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 year, after taxation, amounted to £57,298 (2024 - loss £168,844).

Dividends paid in the year were £100,000 (2024 - £nil).

Directors

The directors who served during the year were:

J Mackay (resigned 31 January 2025)

S Mackay (resigned 31 January 2025)

P Samuel

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.

Page 5

FTS GROUP HOLDINGS LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Auditors

The auditors, Hillier Hopkins LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

................................................

P Samuel

Director

Date: 21 July 2026

Page 6

FTS GROUP HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FTS GROUP HOLDINGS LTD

Opinion

We have audited the financial statements of FTS Group Holdings Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, 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 31 December 2025 and of the Group's 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 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 7

FTS GROUP HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FTS GROUP HOLDINGS LTD (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 year 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.

Page 8

FTS GROUP HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FTS GROUP HOLDINGS LTD (CONTINUED)

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 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.

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:

assess the nature of the industry and sector, control environment and business performance including the remuneration incentives and pressures of key management;

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.

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.

Page 9

FTS GROUP HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FTS GROUP HOLDINGS LTD (CONTINUED)

Louise Cherry ACA (Senior Statutory Auditor)

for and on behalf of

Hillier Hopkins LLP

Chartered Accountants

Statutory Auditor

Radius House

51 Clarendon Road

Watford

Hertfordshire

WD17 1HP

21 July 2026

Page 10

FTS GROUP HOLDINGS LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	12 months to 31 December	7 months to 31 December
	2025	2024
Note	£	£


Turnover	4	14,761,156	8,111,898
Cost of sales		(11,738,361)	(6,559,412)
Gross profit		3,022,795	1,552,486
Administrative expenses		(2,920,059)	(1,711,080)
Operating profit/(loss)	5	102,736	(158,594)
Interest payable and similar expenses	9	(179,968)	(16,051)
Loss before taxation		(77,232)	(174,645)
Tax on loss	10	19,934	5,801
Loss for the financial year		(57,298)	(168,844)

(Loss) for the year attributable to:
Owners of the Parent Company	(57,298)	(168,844)
	(57,298)	(168,844)

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 17 to 33 form part of these financial statements.

Page 11

FTS GROUP HOLDINGS LTD

REGISTERED NUMBER: 13555225

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	12		1,391,926		1,330,157
Investments	13		55,000		55,000
			1,446,926		1,385,157
Current assets
Debtors: amounts falling due within one year	14	3,358,396		1,981,664
Cash at bank and in hand	15	41,945		114,669
		3,400,341		2,096,333
Creditors: amounts falling due within one year	16	(3,436,448)		(2,448,549)
Net current liabilities			(36,107)		(352,216)
Total assets less current liabilities			1,410,819		1,032,941
Creditors: amounts falling due after more than one year	17		(555,110)		-
Provisions for liabilities
Deferred taxation	20	(222,229)		(242,163)
			(222,229)		(242,163)
Net assets			633,480		790,778

Capital and reserves
Called up share capital	21	200	200
Capital redemption reserve	22	27	27
Profit and loss account	22	633,253	790,551
		633,480	790,778

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

P Samuel

Director

Date: 21 July 2026

The notes on pages 17 to 33 form part of these financial statements.

Page 12

FTS GROUP HOLDINGS LTD

REGISTERED NUMBER: 13555225

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

Page 13

FTS GROUP HOLDINGS LTD

REGISTERED NUMBER: 13555225

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	12		3,529		-
Investments	13		1,113,318		1,113,318
Current assets
Debtors: amounts falling due within one year	14	315,508		-
Cash at bank and in hand	15	434		200
Creditors: amounts falling due within one year	16	(1,266,027)		(1,063,318)
Net current liabilities			(950,085)		(1,063,118)

Creditors: amounts falling due after more than one year	17		(162,500)		-

Net assets			4,262		50,200

Capital and reserves
Called up share capital	21		200		200
Profit and loss account brought forward		50,000		50,000
Profit for the year		54,062		-
Dividend		(100,000)		-
Profit and loss account carried forward			4,062		50,000
			4,262		50,200

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

P Samuel

Director

Date: 21 July 2026

The notes on pages 17 to 33 form part of these financial statements.

Page 14

FTS GROUP HOLDINGS LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 June 2024	200	27	959,395	959,622
Comprehensive income for the period
Loss for the period	-	-	(168,844)	(168,844)

At 1 January 2025	200	27	790,551	790,778
Comprehensive income for the year
Loss for the year	-	-	(57,298)	(57,298)
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(100,000)	(100,000)
At 31 December 2025	200	27	633,253	633,480

The notes on pages 17 to 33 form part of these financial statements.

Page 15

FTS GROUP HOLDINGS LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 June 2024	200	50,000	50,200
Total comprehensive income for the period	-	-	-

At 1 January 2025	200	50,000	50,200
Comprehensive income for the period
Profit for the year	-	54,062	54,062
Total comprehensive income for the year	-	54,062	54,062
Contributions by and distributions to owners
Dividends: Equity capital	-	(100,000)	(100,000)
At 31 December 2025	200	4,062	4,262

The notes on pages 17 to 33 form part of these financial statements.

Page 16

FTS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

FTS Group Holdings Limited Limited is a private company limited by shares incorporated in England and Wales. The address of the registered office is Highwayman House, 6 Old Parkbury Lane, Colney Street, St Albans, Hertfordshire, AL2 2DL. The company registered number is 13555225.

The Company's principal activity is that of parent company of road freight transport, haulage and transport contractors.

The financial statements are presented in sterling which is the functional currency of the Company and rounded to the nearest £.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

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 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 Group has taken the exemption from preparing a Cashflow statement under FRS102 3.17d as as the company is a qualifying entity under 1.11 and can therefore take advantage of the disclosure exemption under 1.12(d). The Group result is included in the consolidated cashflow prepared by the ultimate UK parent, Pantrad Limited a company registered in England and Wales. The Group financial statements are publicly available on Companies House online.

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 Balance Sheet, 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 17

FTS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.3

Going concern

The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future, being at least 12 months from the date of approval of these financial statements.

The Group has recorded a loss for the year ended 31 December 2025 of £57,298 (2024: £168,844 for 7 month period). At the balance sheet date the Group had net current liabilities of £36,107 (2024: £352,216), net assets £633,480 (2024: £790,778) and a cash balance of £41,945 (2024: £114,669).

During the year, the Group has experienced cashflow pressures which have impacted its ability to meet liabilities as they fall due. These have primarily arisen from the ongoing servicing of debt within the group related to the MBO. The directors review cashflow forecasts in the short, medium and long term to ensure all future payments can either be made on time or that arrangements have been made with creditors to extend credit terms. In assessing the appropriateness of the going concern basis, the directors have carefully considered these cashflow forecasts and constraints together with the growth the group is experiencing and the wider current economic conditions.

The directors have also taken into account the continued financial support available from the parent company, Pantrad Ltd. The parent has confirmed that, in the event the Company is unable to settle its liabilities as they fall due, it will provide the necessary financial support to enable the Company to continue trading.

There can be no certainty in relation to these matters. However, the directors consider it appropriate to prepare the financial statements on the going concern basis.

2.4

Revenue

Revenue 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. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

Page 18

FTS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

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.

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.8

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 Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 19

FTS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.9

Current and deferred taxation

The tax expense for the year 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 balance sheet 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 balance sheet 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 balance sheet date.

2.10

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 20

FTS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance and straight line basis.

Depreciation is provided on the following basis:

Leasehold improvements	-	Straight line over 15 years
Plant and machinery	-	25% reducing balance
Motor vehicles	-	Straight line over 7 to 10 years
Fixtures and fittings	-	25% reducing balance
Office equipment	-	25% reducing balance
Fleet improvements	-	25% reducing balance

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.

The period over which motor vehicles were deemed to have a useful life and in which they should be depreciated was amended in the year and the resultant impact on the profit and loss have been reflected in the periodof change.

2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

2.12

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.

2.13

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.

2.14

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.

Page 21

FTS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.15

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.

Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.

Increases in provisions are generally charged as an expense to profit or loss.

2.16

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenue and expenses during the year.

There are no significant items included in the financial statements where these judgements and estimates are required.

Turnover

The whole of the turnover is attributable to the primary business activity.

All turnover arose within the United Kingdom.

Depreciation of tangible fixed assets	212,988	97,726
Other operating lease rentals	1,227,157	715,676
Share-based payment	-	52,581

Page 22

FTS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements

5,000

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.

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		12 months 2025	7 months 2024
		£	£


Wages and salaries	3,854,968	2,344,949
Social security costs	459,191	244,520
Cost of defined contribution scheme	87,339	52,581
	4,401,498	2,642,050

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	12 months to 31 December	7 months to 31 December	12 months to 31 December	7 months to 31 December
	2025	2024	2025	2024
	No.	No.	No.	No.

Employees	108	110	1	2

Page 23

FTS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

	Directors' emoluments	12,500	67,107

Bank interest payable	-	68
Other loan interest payable	131,541	-
Finance leases and hire purchase contracts	48,427	15,802
Other interest payable	-	181
	179,968	16,051



Total current tax	-	-

Deferred tax
Origination and reversal of timing differences	(19,934)	(5,801)
Total deferred tax	(19,934)	(5,801)


	Tax on loss	(19,934)	(5,801)

Page 24

FTS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.Taxation (continued)

Loss on ordinary activities before tax

(77,232)

(174,645)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(19,308)	(61,750)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	3,544	646
Capital allowances for year/period in excess of depreciation	(22,986)	25,491
Book profit on chargeable assets	854	38
Unrelieved tax losses carried forward	-	35,575
Other differences leading to an increase (decrease) in the tax charge	17,962	(5,801)
Total tax charge for the year/period	(19,934)	(5,801)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

11.	Dividends
		12 months to 2025	7 months to 2024
		£	£

Dividends on ordinary share capital

100,000

Page 25

FTS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Tangible fixed assets
	Group

	Leasehold improve-ments	Plant and machinery	Motor vehicles	Fixtures and fittings	Office equipment
	£	£	£	£	£
Cost or valuation
At 1 January 2025	451,259	75,853	3,623,203	98,699	45,408
Additions	45,454	-	227,590	12,693	4,130
Disposals	-	-	(36,199)	(1,825)	-
At 31 December 2025	496,713	75,853	3,814,594	109,567	49,538
Depreciation
At 1 January 2025	59,403	40,214	2,812,637	62,495	32,936
Charge for the year on owned assets	22,648	8,910	3,683	10,613	3,761
Charge for the year on financed assets	9,727	-	138,813	-	-
Disposals	-	-	(5,201)	(826)	-
At 31 December 2025	91,778	49,124	2,949,932	72,282	36,697
Net book value
At 31 December 2025	404,935	26,729	864,662	37,285	12,841
At 31 December 2024	391,856	35,639	810,566	36,204	12,472

Page 26

FTS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.Tangible fixed assets (continued)

	Fleet improvements	Total
	£	£
Cost or valuation
At 1 January 2025	47,538	4,341,960
Additions	16,887	306,754
Disposals	-	(38,024)
At 31 December 2025	64,425	4,610,690
Depreciation
At 1 January 2025	4,118	3,011,803
Charge for the year on owned assets	14,833	64,448
Charge for the year on financed assets	-	148,540
Disposals	-	(6,027)
At 31 December 2025	18,951	3,218,764
Net book value
At 31 December 2025	45,474	1,391,926
At 31 December 2024	43,420	1,330,157

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2025	2024
	£	£


Leasehold improvements	135,374	-
Motor vehicles	792,735	145,755

Page 27

FTS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.Tangible fixed assets (continued)

	Company

	Motor vehicles	Office equipment	Total
	£	£	£
Cost or valuation
Additions	1,500	2,500	4,000
At 31 December 2025	1,500	2,500	4,000
Depreciation
Charge for the year on owned assets	54	417	471
At 31 December 2025	54	417	471
Net book value
At 31 December 2025	1,446	2,083	3,529
At 31 December 2024	-	-	-

13.	Fixed asset investments
	Group

		Other fixed asset investments
		£
	Cost or valuation
	At 1 January 2025	55,000
	At 31 December 2025	55,000

Page 28

FTS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

	Company

	Investments in subsidiary companies	Other fixed asset investments	Total
	£	£	£
Cost or valuation
At 1 January 2025	1,058,318	55,000	1,113,318
At 31 December 2025	1,058,318	55,000	1,113,318

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Forward Trucking Services Limited	6 Old Parkbury Lane, Colney Street, St Albans, Hertfordshire, AL2 2DL	Ordinary	100%
Stand & Deliver Transport Limited	6 Old Parkbury Lane, Colney Street, St Albans, Hertfordshire, AL2 2DL	Ordinary	100%
Forward Trucking Services (Commercials) Limited formerly Forward Trucking Services (Events) Limited	6 Old Parkbury Lane, Colney Street, St Albans, Hertfordshire, AL2 2DL	Ordinary	100%
Forward Trucking Services (Logistics) Limited	6 Old Parkbury Lane, Colney Street, St Albans, Hertfordshire, AL2 2DL	Ordinary	100%
Forward Trucking Services (People) Limited	6 Old Parkbury Lane, Colney Street, St Albans, Hertfordshire, AL2 2DL	Ordinary	100%

Page 29

FTS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Trade debtors	1,414,977	1,413,594	-	-
Amounts owed by group undertakings	1,147,873	-	299,849	-
Other debtors	21,413	61,140	15,659	-
Prepayments and accrued income	774,133	506,930	-	-
	3,358,396	1,981,664	315,508	-

15.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

	Cash at bank and in hand	41,945	114,669	434	200

16.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Other loans	187,000	-	50,000	-
Trade creditors	1,498,109	1,184,862	-	-
Amounts owed to group undertakings	-	-	1,215,508	1,062,799
Other taxation and social security	692,349	411,890	-	-
Obligations under finance lease and hire purchase contracts	218,372	58,147	-	-
Invoice discounting facility	420,862	251,570	-	-
Other creditors	384,639	497,307	519	519
Accruals and deferred income	35,117	44,773	-	-
	3,436,448	2,448,549	1,266,027	1,063,318

Hire purchase contracts are secured on the assets to which they relate.

Invoicing discount facility is secured by fixed and floating charges over the assets of the Group.

Page 30

FTS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

17.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Other loans	177,260	-	162,500	-
Net obligations under finance leases and hire purchase contracts	377,850	-	-	-

Hire purchase contracts are secured on the assets to which they relate.

18.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Amounts falling due within one year
Other loans	187,000	-	50,000	-
Amounts falling due 1-2 years
Other loans	177,260	-	162,500	-


	364,260	-	212,500	-

Other loans comprise:
Parent company finance- Unsecured third party loan of £212,449 (2024: £nil) attracting interest at 5.5% per annum.

Subsidiary group finance - Unsecured third party loan of £151,811 (2024: £Nil) attracting interest at 5.15% per month.

19.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Within one year	106,705	58,147	50,000	-
Between 1-5 years	359,487	-	162,500	-
	466,192	58,147	212,500	-

Page 31

FTS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.	Deferred taxation
	Group

	2025	2024
	£	£

At beginning of year	242,163	247,964
Charged to profit or loss	(19,934)	(5,801)
At end of year	222,229	242,163

Company

	2025	2024

At end of year	-	-

		Group	Group
		2025	2024
		£	£

	Accelerated capital allowances	220,584	241,753
	Pension surplus	1,645	410

21.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

200 (2024 - 200) Ordinary shares of £1.00 each	200	200

22.

Reserves

Capital redemption reserve

Includes the nominal values of shares which were bought back and cancelled in prior periods.

Profit and loss account

Includes all current and prior periods retained profits and losses less lawful distributions.

Page 32

FTS GROUP HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

23.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £87,339 (2024 - £52,851).

The amount outstanding at the year end amounted to £16,510 (2024 - £19,601).

24.	Commitments under operating leases
	At 31 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	1,299,702	1,196,701
Later than 1 year and not later than 5 years	4,364,859	2,836,680
Later than 5 years	1,653,557	2,142,176
	7,318,118	6,175,557

25.	Related party transactions
	Disclosure of the directors' emoluments and key management compensation is included in note 8. In accordance with FRS 102 paragraph 33.1A, exemption is taken not to disclose transactions in the year between group undertakings where 100% of the voting rights are controlled within the Group.

26.	Controlling party

The Company’s immediate parent company at the date of signing of these financial statements is Pantrad Limited, a company incorporated in England & Wales. The Group's ultimate controlling party is Peter Samuels by virtue of his majority shareholding.

Page 33