REGISTERED NUMBER: 15087826 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

BISHOPSGATE NEWCO LTD

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

10

Other Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Cash Flow Statement

14

Notes to the Cash Flow Statement

15

Notes to the Financial Statements

17

DIRECTORS:

T Bloch

M Nilsson

SECRETARY:

Oakwood Corporate Secretary Limited

REGISTERED OFFICE:

3rd Floor

1 Ashley Road

Altrincham

Cheshire

WA14 2DT

REGISTERED NUMBER:

15087826 (England and Wales)

AUDITORS:

Fawcetts LLP

Chartered Accountants

and Statutory Auditors

Windover House

St. Ann Street

Salisbury

SP1 2DR

The directors present their strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS

The company started trading on 1 January 2024 and on 6 February 2024 became part of the Elanders Group. The directors are pleased to report that during 2025 the company has seen a 4.4% increase in turnover and maintained its profit levels despite the unsettled economic climate.

Key Performance Indicators

2025

2024

Turnover

£30,300,006

£29,033,864

Gross profit %

44.9%

47.1%

EBITA (excluding exceptional income)%

13.1%

13.9%

Profit before tax (excluding exceptional income)%

13.0%

13.6%

Health and safety, employees and environment

The company is committed to providing a safe and healthy working environment for its employees. Health and safety performance is regularly monitored by the Board, with all work-related incidents reported and investigated and appropriate corrective actions implemented where necessary.

The company recognises that its employees are key to its success and is committed to supporting their wellbeing, development and engagement.

The company seeks to minimise the environmental impact of its operations through the responsible use of resources and compliance with relevant environmental legislation.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors consider the main financial risks to the business as being the volatility in the UK and global economy. Legislative and labour market challenges in the UK make it essential that Bishopsgate successfully continues to retain customers by sticking to its core values of teamwork focussed on delivering excellent service with passion and integrity. Through this, Bishopsgate continues to enhance customer value developing existing relationships by adding complementary services, like warehousing and workshop activities.

EMPLOYEES

Arrangements exist to ensure employee involvement in matters of concern to them and also to provide employees with all relevant information.

It is the company's policy that people with disabilities should have the same consideration as others with respect to recruitment, retention and personal development. Depending on their skills and abilities, they enjoy the same career prospects as other employees and the same scope for realising potential.

FUTURE DEVELOPMENTS

For 2026 the Company is well positioned for strong growth after two years of solid revenue and margin performance following its acquisition by the Elanders Group.

ON BEHALF OF THE BOARD:

T Bloch - Director

14 August 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of specialist logistics and delivery services.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

T Bloch

M Nilsson

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;

-	make judgements 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 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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Fawcetts LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

T Bloch - Director

14 August 2026

Opinion

We have audited the financial statements of Bishopsgate Newco Ltd (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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.

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying and assessing potential risks related to irregularities and fraud

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations we consider the following:

-

the nature of the industry/sector, control environment and financial performance;

-

results of our enquiries of management about their own identification and assessment of the risk of irregularities;

-

any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to:

-

identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

-

detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and

-

the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;.

-

the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following area: revenue and profit recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We have also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.

Audit response to risk identified

As a result of performing the above, we identified revenue and profit recognition, stock valuation, estimation techniques and management override of controls as key matters related to the potential risk of fraud or material misstatement. Our procedures to respond to risks identified included the following:

-

reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

-

enquiring of management concerning actual and potential litigation and claims;

-

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

-

understanding the entity's revenue recognition policies and how they are applied, including the relevant controls and processes and performing a walk-through to validate our understanding;

-

performing analytical procedures to compare revenue recognised against expectations, past results, and management forecasts, and investigated material divergences by obtaining corroborative evidence;

-

reading minutes of meetings of those charged with governance and reviewing any correspondence with HMRC; and

-

in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Owing 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, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, 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 non-compliance and cannot be expected to detect non-compliance with all 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 Report of the Auditors.

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 a Report of the Auditors 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.

Simon Ellingham FCA (Senior Statutory Auditor)

for and on behalf of Fawcetts LLP

Chartered Accountants

and Statutory Auditors

Windover House

St. Ann Street

Salisbury

SP1 2DR

14 August 2026

TURNOVER

30,300,006

29,033,864

Cost of sales

16,689,907

15,345,089

GROSS PROFIT

13,610,099

13,688,775

Administrative expenses

9,636,803

9,666,364

OPERATING PROFIT

4

3,973,296

4,022,411

Exceptional items

5

-

3,793,393

3,973,296

7,815,804

Interest receivable and similar income

53,139

19,629

4,026,435

7,835,433

Interest payable and similar expenses

6

96,982

101,988

PROFIT BEFORE TAXATION

3,929,453

7,733,445

Tax on profit

7

981,986

1,143,483

PROFIT FOR THE FINANCIAL YEAR

2,947,467

6,589,962

PROFIT FOR THE YEAR

2,947,467

6,589,962

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,947,467

6,589,962

FIXED ASSETS

Tangible assets

8

4,852,933

5,116,821

Investments

9

541,211

539,711

5,394,144

5,656,532

CURRENT ASSETS

Debtors

10

5,219,728

5,437,984

Cash at bank and in hand

6,050,637

3,358,823

11,270,365

8,796,807

CREDITORS

Amounts falling due within one year

11

4,230,599

4,733,982

NET CURRENT ASSETS

7,039,766

4,062,825

TOTAL ASSETS LESS CURRENT LIABILITIES

12,433,910

9,719,357

CREDITORS

Amounts falling due after more than one year

12

(693,269

)

(892,752

)

PROVISIONS FOR LIABILITIES

15

(1,031,772

)

(1,065,203

)

NET ASSETS

10,708,869

7,761,402

CAPITAL AND RESERVES

Called up share capital

16

1,171,440

1,171,440

Retained earnings

17

9,537,429

6,589,962

SHAREHOLDERS' FUNDS

10,708,869

7,761,402

The financial statements were approved by the Board of Directors and authorised for issue on 14 August 2026 and were signed on its behalf by:

T Bloch - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

1,171,440

-

1,171,440

Total comprehensive income

-

6,589,962

6,589,962

Balance at 31 December 2024

1,171,440

6,589,962

7,761,402

Changes in equity

Total comprehensive income

-

2,947,467

2,947,467

Balance at 31 December 2025

1,171,440

9,537,429

10,708,869

Cash flows from operating activities

Cash generated from operations

1

5,775,261

5,192,607

Interest paid

(11,772

)

-

Interest element of hire purchase payments paid

(85,210

)

(101,988

)

Tax paid

(1,572,705

)

-

Net cash from operating activities

4,105,574

5,090,619

Cash flows from investing activities

Purchase of tangible fixed assets

(1,061,967

)

(1,643,120

)

Purchase of fixed asset investments

(1,500

)

(520,000

)

Sale of tangible fixed assets

13,500

-

Interest received

53,139

19,629

Net cash from investing activities

(996,828

)

(2,143,491

)

Cash flows from financing activities

New HP agreements in year

-

1,254,886

Capital repayments in year

(416,932

)

(1,396,515

)

Net debtors and creditors acquired

-

553,324

Net cash from financing activities

(416,932

)

411,695

Increase in cash and cash equivalents

2,691,814

3,358,823

Cash and cash equivalents at beginning of year

2

3,358,823

-

Cash and cash equivalents at end of year

2

6,050,637

3,358,823

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

22.8.23

Year Ended

to

31.12.25

31.12.24

£

£

Profit before taxation

3,929,453

7,733,445

Depreciation charges

1,317,445

1,323,524

Profit on disposal of fixed assets

(5,090

)

-

Exceptional income - Non-cash

-

(1,412,393

)

Finance costs

96,982

101,988

Finance income

(53,139

)

(19,629

)

5,285,651

7,726,935

Decrease/(increase) in trade and other debtors

218,256

(5,437,984

)

Increase in trade and other creditors

271,354

2,903,656

Cash generated from operations

5,775,261

5,192,607

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

6,050,637

3,358,823

Period ended 31 December 2024

31.12.24

22.8.23

£

£

Cash and cash equivalents

3,358,823

-

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

3,358,823

2,691,814

6,050,637

3,358,823

2,691,814

6,050,637

Debt

Finance leases

(1,692,007

)

416,932

(1,275,075

)

(1,692,007

)

416,932

(1,275,075

)

Total

1,666,816

3,108,746

4,775,562

4.	MAJOR NON-CASH TRANSACTIONS

During the period ended 31 December 2024 the company received net assets to the value of £1,171,440 in exchange for issuing 1,171,440 £1 Ordinary shares.

1.	STATUTORY INFORMATION

Bishopsgate Newco Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebate and value added tax.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Long leasehold

-

Over the remaining term of the lease

Plant and machinery

-

25% on cost

Motor vehicles

-

10% to 20% on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

Period

22.8.23

Year Ended

to

31.12.25

31.12.24

£

£

Wages and salaries

11,584,267

10,743,514

Social security costs

1,269,466

1,012,184

Other pension costs

264,882

199,151

13,118,615

11,954,849

The average number of employees during the year was as follows:

Period

22.8.23

Year Ended

to

31.12.25

31.12.24

Sales and administration

28

27

Operations

240

225

268

252

Period

22.8.23

Year Ended

to

31.12.25

31.12.24

£

£

Directors' remuneration

60,422

116,890

Directors' pension contributions to money purchase schemes

56,478

1,321

4.	OPERATING PROFIT

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

Period

22.8.23

Year Ended

to

31.12.25

31.12.24

£

£

Depreciation - owned assets

1,317,445

802,093

Depreciation - assets on hire purchase contracts

-

521,431

Profit on disposal of fixed assets

(5,090

)

-

Auditors' remuneration

24,884

30,950

Foreign exchange differences

(35,766

)

28,786

5.	EXCEPTIONAL ITEMS

In the period ended 31 December 2024, the net assets and trade of Bishopsgate Specialist Installations were demerged from Ward Thomas Removals Limited and transferred to Bishopsgate Newco Ltd. As part of the transaction, Bishopsgate Newco Ltd received an additional £2,381,000 in cash and loan notes totalling £1,412,393 were released by the lender.

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

22.8.23

Year Ended

to

31.12.25

31.12.24

£

£

Other interest

11,772

-

Hire purchase

85,210

101,988

96,982

101,988

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

Period

22.8.23

Year Ended

to

31.12.25

31.12.24

£

£

Current tax:

UK corporation tax

1,015,417

1,031,071

Deferred tax

(33,431

)

112,412

Tax on profit

981,986

1,143,483