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REGISTERED NUMBER: 15022050 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

POTTO GROUP LIMITED

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page |

Company Information | 1 |

Group Strategic Report | 2 |

Report of the Directors | 4 |

Report of the Independent Auditors | 6 |

Consolidated Statement of Comprehensive Income | 9 |

Consolidated Balance Sheet | 10 |

Company Balance Sheet | 11 |

Consolidated Statement of Changes in Equity | 12 |

Company Statement of Changes in Equity | 13 |

Consolidated Cash Flow Statement | 14 |

Notes to the Consolidated Cash Flow Statement | 15 |

Notes to the Consolidated Financial Statements | 17 |

POTTO GROUP LIMITED

COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2025

| DIRECTORS: | Mrs A Preston MBE

| Mr J D Preston

| Mr J R Godwin

| REGISTERED OFFICE: | Goulton Lane

| Potto

| Northallerton

| DL6 3HX

| REGISTERED NUMBER: | 15022050 (England and Wales)

| SENIOR STATUTORY AUDITOR: | Jemma Hoggard FCA

| INDEPENDENT AUDITORS: | Baines Jewitt Limited

| Statutory Auditors

| Spitfire House

| 19 Falcon Court

| Preston Farm Industrial Estate

| Stockton-on-Tees

| TS18 3TU

| BANKERS: | HSBC

| PO Box 117

| 60 Albert Road

| Middlesbrough

| TS1 1RS

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their strategic report of the Company and the Group for the year ended 31 December 2025.

Potto Group Limited was incorporated on 24 July 2023

The business was established in 1936 at our head office at Potto in North Yorkshire. It now operates from a further three depots at Teesside, West Yorkshire and the South East.

In addition to the principal activity of road haulage, the company also offers warehousing services in the North and South East.

The company is long established, has a strong balance sheet and the directors are confident in retaining its high position in the market.

REVIEW OF BUSINESS

For the year ended 31 December 2025, the directors report a profit of £931 (2024: £117,685 loss) for the year.

The year ended with a healthy cash position of £1,016,069 (2024: £1,109,254).

Turnover is closely linked to fuel escalator agreements, which align sales values with prevailing fuel prices. As fuel costs have eased, our pricing has adjusted accordingly, importantly the underlying volume of activity remains strong.

The directors continue to closely monitor asset and employee productivity and are implementing strategic measures to drive improvements in the company's overall performance during the current financial year. In addition, the company has made significant capital investments in its fleet to enhance operational capacity, service delivery, and long-term growth.

The group tightly manages its cash flow and working capital and uses several KPI's to further monitor its performance. These include a range of financial ratios as follows:

- Gross profit %

- Operating profit %

- Debtor days

- Cash balance

- Staff utilisation

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

PRINCIPAL RISKS AND UNCERTAINTIES

The company closely monitors any potential risks and uncertainties within the haulage industry. The principal risks are detailed below.

Economy

The company is always at risk of the economy and customers reactions to the state of the economy, we strive to offer the highest level of customer service in order to mitigate this risk as much as possible.

Competition

The company closely monitors the performance levels of drivers and vehicles with the aim of ensuring an efficient operation for its customers.

Fuel

The company faces fluctuating fuel costs, however the business uses variable fuel surcharges to mitigate this risk.

Credit

The company trades with many businesses, both local and further afield. All customers are initially subject to credit vetting procedures and receivable balances and monitored on an ongoing basis.

Cashflow/liquidity risk

Cashflow and liquidity are monitored regularly against forecasts and available finance facilities to ensure the group has sufficient headroom. The group actively maintains a mixture of long-term and short-term committed facilities which are designed to ensure the group has sufficient available funds for operations and planned investment.The group continues to be well supported by their bankers.

Skills availability (people)

The company continues to offer training to all employees.

FUTURE DEVELOPMENTS

The group has made progress in the last twelve months and the prospects for the current financial year are good.

The company is continuing to invest in its fleet to maintain its high fleet standards.

Additional land purchased in 2021 is earmarked for future development as new opportunities arise.

ON BEHALF OF THE BOARD:

Mrs A Preston MBE - Director

19 August 2026

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2025

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

PRINCIPAL ACTIVITY

The principal activity of the Group in the year under review was that of a haulage contractor and storage.

DIVIDENDS

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

FUTURE DEVELOPMENTS

Details of future developments are covered in the strategic report.

DIRECTORS

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

Mrs A Preston MBE

Mr J D Preston

Mr J R Godwin

EMPLOYEES

The group has continued its practice of keeping employees informed on matters affecting them as employees and the financial and economic factors affecting the performance of the group.

DISABLED EMPLOYEES

Applications for employment by disabled persons are given full and fair consideration for all vacancies in accordance with their particular aptitudes and abilities.

In the event of an employee becoming disabled, every effort is given to retrain them in order that their employment with the group may continue.

It is the policy of the group that training, career development and promotion opportunities should be available to all employees.

DISCLOSURE IN THE STRATEGIC REPORT

The principal risks and uncertainties facing the company and the likely future developments have been outlined within the strategic report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 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 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.

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group 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 the Group 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 Group'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 Group's auditors are aware of that information.

AUDITORS

The auditors, Baines Jewitt Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mrs A Preston MBE - Director

19 August 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

POTTO GROUP LIMITED

Opinion

We have audited the financial statements of Potto Group Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 Group's and of the Parent Company affairs as at 31 December 2025 and of the Group's 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 Group 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 group's and 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

POTTO GROUP LIMITED

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 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on pages four and five, 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 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 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:

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Health & Safety and Employment law, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.

We evaluated management's opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Audit procedures performed by the engagement team included:

- |  | discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud; |

- |  | evaluation and testing of the operating effectiveness of management's controls designed to prevent and detect irregularities; |

- |  | challenging assumptions and judgements made by management in their significant accounting estimates; and |

- |  | identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or posted by senior management. |

There are inherent limitations in the audit procedures described above and the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

POTTO GROUP LIMITED

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.

Jemma Hoggard FCA (Senior Statutory Auditor)

for and on behalf of Baines Jewitt Limited

Statutory Auditors

Spitfire House

19 Falcon Court

Preston Farm Industrial Estate

Stockton-on-Tees

TS18 3TU

20 August 2026

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

2025 | 2024 |

| Notes | £ | £

TURNOVER | 3 | 15,373,608 |  | 15,596,489 |  |

Cost of sales | 13,799,597 |  | 14,287,694 |  |

GROSS PROFIT | 1,574,011 |  | 1,308,795 |  |

Administrative expenses | 1,832,325 |  | 1,669,631 |  |

(258,314 | ) | (360,836 | ) |

Other operating income | 4 | 421,551 |  | 399,249 |  |

OPERATING PROFIT | 6 | 163,237 |  | 38,413 |  |

Interest receivable and similar income | 7 | 12,095 |  | 29,132 |  |

175,332 |  | 67,545 |  |

Interest payable and similar expenses | 8 | 167,401 |  | 223,230 |  |

PROFIT/(LOSS) BEFORE TAXATION | 7,931 |  | (155,685 | ) |

Tax on profit/(loss) | 9 | 7,000 |  | (38,000 | ) |

PROFIT/(LOSS) FOR THE FINANCIAL YEAR | 931 |  | (117,685 | ) |

OTHER COMPREHENSIVE INCOME |

Freehold land and buildings revaluation | - |  | 735,000 |  |

Income tax relating to other comprehensive income | - |  | - |  |

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX | - |  | 735,000 |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 931 |  | 617,315 |  |

Profit/(loss) attributable to:

Owners of the parent | 931 |  | (117,685 | ) |

Total comprehensive income attributable to:

Owners of the parent | 931 |  | 617,315 |  |

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

CONSOLIDATED BALANCE SHEET

31 DECEMBER 2025

2025 | 2024 |

| Notes | £ | £ | £ | £

FIXED ASSETS

Tangible assets | 11 | 12,650,685 |  | 12,627,081 |  |

Investments | 12 | - |  | - |  |

Investment property | 13 | - |  | - |  |

12,650,685 |  | 12,627,081 |  |

CURRENT ASSETS

Stocks | 14 | 163,824 |  | 114,692 |  |

Debtors | 15 | 2,785,299 |  | 2,896,847 |  |

Cash at bank and in hand | 1,016,069 |  | 1,109,254 |  |

3,965,192 |  | 4,120,793 |  |

CREDITORS

Amounts falling due within one year | 16 | 3,668,148 |  | 3,408,005 |  |

NET CURRENT ASSETS | 297,044 |  | 712,788 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 12,947,729 |  | 13,339,869 |  |

CREDITORS

Amounts falling due after more than one year | 17 | (1,923,183 | ) | (2,323,254 | ) |

PROVISIONS FOR LIABILITIES | 20 | (878,000 | ) | (871,000 | ) |

NET ASSETS | 10,146,546 |  | 10,145,615 |  |

CAPITAL AND RESERVES

Called up share capital | 21 | 5,144 |  | 5,144 |  |

Share premium | 22 | 403,056 |  | 403,056 |  |

Revaluation reserve | 22 | 4,149,737 |  | 4,149,737 |  |

Retained earnings | 22 | 5,588,609 |  | 5,587,678 |  |

SHAREHOLDERS' FUNDS | 10,146,546 |  | 10,145,615 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 19 August 2026 and were signed on its behalf by:

Mrs A Preston MBE - Director

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

COMPANY BALANCE SHEET

31 DECEMBER 2025

2025 | 2024 |

| Notes | £ | £ | £ | £

FIXED ASSETS

Tangible assets | 11 | 410,185 |  | 418,613 |  |

Investments | 12 | 5,000 |  | 5,000 |  |

Investment property | 13 | 1,629,164 |  | 1,629,164 |  |

2,044,349 |  | 2,052,777 |  |

CREDITORS

Amounts falling due within one year | 16 | 16 |  | 16 |  |

NET CURRENT LIABILITIES | (16 | ) | (16 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 2,044,333 |  | 2,052,761 |  |

CREDITORS

Amounts falling due after more than one year | 17 | 18,176 |  | 18,176 |  |

NET ASSETS | 2,026,157 |  | 2,034,585 |  |

CAPITAL AND RESERVES

Called up share capital | 21 | 5,144 |  | 5,144 |  |

Share premium | 22 | 403,056 |  | 403,056 |  |

Fair value reserve | 22 | 135,000 |  | 135,000 |  |

Retained earnings | 22 | 1,482,957 |  | 1,491,385 |  |

SHAREHOLDERS' FUNDS | 2,026,157 |  | 2,034,585 |  |

Company's loss for the financial year | (8,428 | ) | (2,779 | ) |

The financial statements were approved by the Board of Directors and authorised for issue on 19 August 2026 and were signed on its behalf by:

Mrs A Preston MBE - Director

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

Called up |  |

share | Retained | Share | Revaluation | Total |

capital | earnings | premium | reserve | equity |

| £ | £ | £ | £ | £

Balance at 1 January 2024 | 5,000 |  | 5,705,363 |  | - |  | 3,414,737 |  | 9,125,100 |  |

Changes in equity

Issue of share capital | 144 |  | - |  | 403,056 |  | - |  | 403,200 |  |

Total comprehensive income | - |  | (117,685 | ) | - |  | 735,000 |  | 617,315 |  |

Balance at 31 December 2024 | 5,144 |  | 5,587,678 |  | 403,056 |  | 4,149,737 |  | 10,145,615 |  |

Changes in equity

Total comprehensive income | - |  | 931 |  | - |  | - |  | 931 |  |

Balance at 31 December 2025 | 5,144 |  | 5,588,609 |  | 403,056 |  | 4,149,737 |  | 10,146,546 |  |

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

Called up |  |

share | Retained | Share | Fair value | Total |

capital | earnings | premium | reserve | equity |

| £ | £ | £ | £ | £

Balance at 1 January 2024 | 5,000 |  | - |  | - |  | - |  | 5,000 |  |

Changes in equity

Issue of share capital | 144 |  | - |  | 403,056 |  | - |  | 403,200 |  |

Total comprehensive income | - |  | 1,491,385 |  | - |  | 135,000 |  | 1,626,385 |  |

Balance at 31 December 2024 | 5,144 |  | 1,491,385 |  | 403,056 |  | 135,000 |  | 2,034,585 |  |

Changes in equity

Total comprehensive income | - |  | (8,428 | ) | - |  | - |  | (8,428 | ) |

Balance at 31 December 2025 | 5,144 |  | 1,482,957 |  | 403,056 |  | 135,000 |  | 2,026,157 |  |

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

2025 | 2024 |

| Notes | £ | £

Cash flows from operating activities

Cash generated from operations | 1 | 1,775,215 |  | 1,756,336 |  |

Interest paid | (29 | ) | - |  |

Interest element of hire purchase payments paid | (167,372 | ) | (223,230 | ) |

Net cash from operating activities | 1,607,814 |  | 1,533,106 |  |

Cash flows from investing activities

Purchase of tangible fixed assets | (512,519 | ) | (441,395 | ) |

Sale of tangible fixed assets | 115,545 |  | 139,706 |  |

Interest received | 12,095 |  | 29,132 |  |

Net cash from investing activities | (384,879 | ) | (272,557 | ) |

Cash flows from financing activities

Capital repayments in year | (1,315,990 | ) | (1,176,272 | ) |

Amount introduced by directors | 19,375 |  | 12,167 |  |

Amount withdrawn by directors | (19,505 | ) | (10,018 | ) |

Net cash from financing activities | (1,316,120 | ) | (1,174,123 | ) |

(Decrease)/increase in cash and cash equivalents | (93,185 | ) | 86,426 |  |

Cash and cash equivalents at beginning of year | 2 | 1,109,254 |  | 1,022,828 |  |

Cash and cash equivalents at end of year | 2 | 1,016,069 |  | 1,109,254 |  |

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

1. | RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025 | 2024 |

| £ | £

| Profit/(loss) before taxation | 7,931 |  | (155,685 | ) |

| Depreciation charges | 1,505,650 |  | 1,454,508 |  |

| (Profit)/loss on disposal of fixed assets | (28,760 | ) | 19,981 |  |

| Finance costs | 167,401 |  | 223,230 |  |

| Finance income | (12,095 | ) | (29,132 | ) |

1,640,127 |  | 1,512,902 |  |

| (Increase)/decrease in stocks | (49,132 | ) | 44,984 |  |

| Decrease/(increase) in trade and other debtors | 111,678 |  | (190,633 | ) |

| Increase in trade and other creditors | 72,542 |  | 389,083 |  |

| Cash generated from operations | 1,775,215 |  | 1,756,336 |  |

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 | 1,016,069 |  | 1,109,254 |  |

| Year ended 31 December 2024

| 31.12.24 |  | 1.1.24

| £ | £

| Cash and cash equivalents | 1,109,254 |  | 1,067,304 |  |

| Bank overdrafts | - |  | (44,476 | ) |

1,109,254 |  | 1,022,828 |  |

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

3. | ANALYSIS OF CHANGES IN NET DEBT

| Other |

| non-cash |

| At 1.1.25 | Cash flow | changes | At 31.12.25

| £ | £ | £ | £

| Net cash |

| Cash at bank

| and in hand | 1,109,254 |  | (93,185 | ) | 1,016,069 |  |

1,109,254 |  | (93,185 | ) | 1,016,069 |  |

| Debt

| Finance leases | (3,578,861 | ) | 1,315,990 |  | (1,103,520 | ) | (3,366,391 | ) |

(3,578,861 | ) | 1,315,990 |  | (1,103,520 | ) | (3,366,391 | ) |

| Total | (2,469,607 | ) | 1,222,805 |  | (1,103,520 | ) | (2,350,322 | ) |

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1. | STATUTORY INFORMATION

| Potto Group Limited 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 General 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 as modified by the revaluation of certain assets.

| Financial Reporting Standard 102 - reduced disclosure exemptions

| The Group has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

| • | the requirement of paragraph 33.7.

| Basis of consolidation

| The group financial statements consolidate those of the company and its subsidiary undertakings drawn up to 31 December 2025. Profits and losses on intra-group transactions are eliminated in full. On acquisition of a subsidiary, all of the subsidiary's assets and liabilities which exist at the date of acquisition are recorded at their fair values reflecting their condition at that date.

| Related party exemption

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

| Turnover

| Turnover is the amount derived from ordinary activities, and stated after trade discounts, other sales taxes and net of VAT. Revenue is recognised on the date that the service is provided.

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Tangible fixed assets

| Freehold land and buildings are included at valuation.

| Depreciation is provided to write down the cost of all other tangible fixed assets over their expected useful lives. The rates applicable are as follows:

| Plant & machinery | 15% on the reducing balance |

| Straight line over 50 years |

| Motor vehicles | Lorries |

| 17.5% of the cost for the first four years, |

| the remaining balance at the end of the |

| fourth year at 20% on the reducing balance |

| Trailers |

| 12.5% of the cost for the first five years, |

| the remaining balance at the end of the |

| fifth year at 20% on the reducing balance. |

| Other motor vehicles |

| 25% on the reducing balance. |

| The company carries out annual impairment reviews on the fixed assets.

| Stocks

| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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.

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| 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.

| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

| Pension costs and other post-retirement benefits

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

3. | TURNOVER

| The turnover and profit (2024 - loss) before taxation are attributable to the one principal activity of the Group.

| An analysis of turnover by class of business is given below:

2025 | 2024 |

| £ | £

| Provision of haulage services | 15,373,608 |  | 15,596,489 |  |

15,373,608 |  | 15,596,489 |  |

4. | OTHER OPERATING INCOME

2025 | 2024 |

| £ | £

| Rents received | 421,551 |  | 399,249 |  |

5. | EMPLOYEES AND DIRECTORS

2025 | 2024 |

| £ | £

| Wages and salaries | 5,396,025 |  | 5,230,289 |  |

| Social security costs | 656,105 |  | 530,354 |  |

| Other pension costs | 157,187 |  | 133,808 |  |

6,209,317 |  | 5,894,451 |  |

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

2025 | 2024 |

| Drivers and maintenance staff | 121 |  | 120 |  |

| Office management | 20 |  | 22 |  |

141 |  | 142 |  |

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

5. | EMPLOYEES AND DIRECTORS - continued

2025 | 2024 |

| £ | £

| Directors' remuneration | 159,163 |  | 149,080 |  |

| Directors' pension contributions to money purchase schemes | 15,672 |  | 8,626 |  |

| The number of directors to whom retirement benefits were accruing was as follows:

| Money purchase schemes | 2 |  | 2 |  |

6. | OPERATING PROFIT

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

2025 | 2024 |

| £ | £

| Hire of plant and machinery | 319,767 |  | 340,001 |  |

| Depreciation - owned assets | 364,288 |  | 368,428 |  |

| Depreciation - assets on hire purchase contracts | 1,141,362 |  | 1,086,080 |  |

| (Profit)/loss on disposal of fixed assets | (28,760 | ) | 19,981 |  |

| Auditors' remuneration | 25,500 |  | 26,500 |  |

| Auditors' remuneration for non audit work | 6,500 |  | 2,460 |  |

7. | INTEREST RECEIVABLE AND SIMILAR INCOME |

2025 | 2024 |

| £ | £

| Bank interest | 12,095 |  | 29,085 |  |

| Other interest | - |  | 47 |  |

12,095 |  | 29,132 |  |

8. | INTEREST PAYABLE AND SIMILAR EXPENSES |

2025 | 2024 |

| £ | £

| Bank interest | 29 |  | - |  |

| Hire purchase | 167,372 |  | 223,230 |  |

167,401 |  | 223,230 |  |

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

9. | TAXATION

| Analysis of the tax charge/(credit)

| The tax charge/(credit) on the profit for the year was as follows:

2025 | 2024 |

| £ | £

| Deferred tax:

| Accelerated capital allowances | 7,000 |  | (38,000 | ) |

| Tax on profit/(loss) | 7,000 |  | (38,000 | ) |

| UK corporation tax has been charged at 25 % (2024 - 25 %).

| Reconciliation of total tax charge/(credit) included in profit and loss

| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025 | 2024 |

| £ | £

| Profit/(loss) before tax | 7,931 |  | (155,685 | ) |

| Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) | 1,983 |  | (38,921 | ) |

| Effects of:

| Expenses not deductible for tax purposes | 1,889 |  | (469 | ) |

| Deferred tax rounding | 329 |  | (441 | ) |

| Deferred tax asset not provided | 692 |  | 1,137 |  |

| Depreciation on assets not qualifying for capital allowances | 2,107 |  | 694 |  |

| Total tax charge/(credit) | 7,000 |  | (38,000 | ) |

| Tax effects relating to effects of other comprehensive income |

| There were no tax effects for the year ended 31 December 2025.

2024 |

| Gross |  | Tax |  | Net |

| £ | £ | £

| Freehold land and buildings revaluation | 735,000 |  | - |  | 735,000 |  |

10. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

11. | TANGIBLE FIXED ASSETS

| Group

Freehold | Plant and | Motor |

property | machinery | vehicles | Totals |

| £ | £ | £ | £

| COST OR VALUATION

| At 1 January 2025 | 5,806,283 |  | 880,999 |  | 13,988,988 |  | 20,676,270 |  |

| Additions | - |  | 114,737 |  | 1,501,302 |  | 1,616,039 |  |

| Disposals | - |  | - |  | (1,029,339 | ) | (1,029,339 | ) |

| At 31 December 2025 | 5,806,283 |  | 995,736 |  | 14,460,951 |  | 21,262,970 |  |

| DEPRECIATION

| At 1 January 2025 | - |  | 382,859 |  | 7,666,330 |  | 8,049,189 |  |

| Charge for year | - |  | 27,188 |  | 1,478,462 |  | 1,505,650 |  |

| Eliminated on disposal | - |  | - |  | (942,554 | ) | (942,554 | ) |

| At 31 December 2025 | - |  | 410,047 |  | 8,202,238 |  | 8,612,285 |  |

| NET BOOK VALUE

| At 31 December 2025 | 5,806,283 |  | 585,689 |  | 6,258,713 |  | 12,650,685 |  |

| At 31 December 2024 | 5,806,283 |  | 498,140 |  | 6,322,658 |  | 12,627,081 |  |

| Cost or valuation at 31 December 2025 is represented by:

Freehold | Plant and | Motor |

property | machinery | vehicles | Totals |

| £ | £ | £ | £

| Valuation in 2025 | 5,806,283 |  | - |  | - |  | 5,806,283 |  |

| Cost | - |  | 995,736 |  | 14,460,951 |  | 15,456,687 |  |

5,806,283 |  | 995,736 |  | 14,460,951 |  | 21,262,970 |  |

| If Freehold Land & Buildings had not been revalued they would have been included at the following historical cost:

2025 | 2024 |

| £ | £

| Cost | 2,251,206 |  | 2,251,206 |  |

| Aggregate depreciation | 594,660 |  | 594,660 |  |

| Value of land in freehold land and buildings | 2,526,118 |  | 2,526,118 |  |

| Freehold Land & Buildings were valued on an open market basis on 13 December 2023 by Sanderson Weatherall .

| The carrying value of motor vehicles includes £4,675,615 (2024: £4,737,657) of assets held under hire purchase agreements.

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

11. | TANGIBLE FIXED ASSETS - continued

| Company

Plant and |

machinery |

| £

| COST

| At 1 January 2025

| and 31 December 2025 | 421,392 |  |

| DEPRECIATION

| At 1 January 2025 | 2,779 |  |

| Charge for year | 8,428 |  |

| At 31 December 2025 | 11,207 |  |

| NET BOOK VALUE

| At 31 December 2025 | 410,185 |  |

| At 31 December 2024 | 418,613 |  |

12. | FIXED ASSET INVESTMENTS

| Company

Shares in |

group |

undertakings |

| £

| COST

| At 1 January 2025

| and 31 December 2025 | 5,000 |  |

| NET BOOK VALUE

| At 31 December 2025 | 5,000 |  |

| At 31 December 2024 | 5,000 |  |

| The Group or the Company's investments at the Balance Sheet date in the share capital of companies include the following:

| Subsidiaries

| Richard Preston & Son Limited

| Registered office: Goulton Lane, Potto, Northallerton, DL6 3HX

| Nature of business: Haulage contractor and storage

% |

| Class of shares: | holding |

| Ordinary | 100.00 |

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

12. | FIXED ASSET INVESTMENTS - continued

| Richard Preston & Son Limited

| Registered office: Potto, Northallerton, North Yorkshire, DL6 3HX

| Nature of business: Haulage contractor & storage

% |

| Class of shares: | holding |

| Ordinary £1 shares | 100.00 |

| (held directly) |

| Freeman, Volkers & Stuart Limited

| Registered office: Church Road, Stockton on Tees, Cleveland

| Nature of business: Haulage contractor

% |

| Class of shares: | holding |

| Ordinary £1 shares | 100.00 |

| (held by subsidiary) |

| C.W. Tinkler & Co. Limited

| Registered office: Potto, Northallerton, North Yorkshire, DL6 3HX

| Nature of business: dormant company

% |

| Class of shares: | holding |

| Ordinary £1 shares | 100.00 |

| (held by subsidiary) |

| Teesside Steel Distribution Limited

| Registered office: Potto, Northallerton, North Yorkshire, DL6 3HX

| Nature of business: Dormant company

% |

| Class of shares: | holding |

| Ordinary £1 shares | 100.00 |

| (held by subsidiary) |

13. | INVESTMENT PROPERTY

| Company

Total |

| £

| FAIR VALUE

| At 1 January 2025

| and 31 December 2025 | 1,629,164 |  |

| NET BOOK VALUE

| At 31 December 2025 | 1,629,164 |  |

| At 31 December 2024 | 1,629,164 |  |

| Fair value at 31 December 2025 is represented by:

| £

| Valuation in 2025 | 1,629,164 |  |

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

13. | INVESTMENT PROPERTY - continued

| Company

| If investment property had not been revalued they would have been included at the following historical cost:

2025 | 2024 |

| £ | £

| Cost | 1,494,164 |  | 1,494,164 |  |

| Investment Property were valued on an open market basis on 13 December 2023 by Sanderson Weatherall .

14. | STOCKS

| Group |

2025 | 2024 |

| £ | £

| Stocks | 163,824 |  | 114,692 |  |

15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |

2025 | 2024 |

| £ | £

| Trade debtors | 2,488,683 |  | 2,607,256 |  |

| Other debtors | 24,869 |  | 30,754 |  |

| Directors' current accounts | 4,662 |  | 4,532 |  |

| Prepayments and accrued income | 267,085 |  | 254,305 |  |

2,785,299 |  | 2,896,847 |  |

16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

| £ | £ | £ | £

| Hire purchase contracts (see note 18) | 1,443,208 |  | 1,255,607 |  | - |  | - |  |

| Trade creditors | 1,001,982 |  | 1,049,013 |  | - |  | - |  |

| Social security and other taxes | 777,771 |  | 639,216 |  | - |  | - |  |

| Directors' current accounts | 16 |  | 16 |  | 16 |  | 16 |  |

| Accruals and deferred income | 445,171 |  | 464,153 |  | - |  | - |  |

3,668,148 |  | 3,408,005 |  | 16 |  | 16 |  |

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

| £ | £ | £ | £

| Hire purchase contracts (see note 18) | 1,923,183 |  | 2,323,254 |  | - |  | - |  |

| Amounts owed to group undertakings | - |  | - |  | 18,176 |  | 18,176 |  |

1,923,183 |  | 2,323,254 |  | 18,176 |  | 18,176 |  |

18. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Group

| Hire purchase |

| contracts |

2025 | 2024 |

| £ | £

| Net obligations repayable:

| Within one year | 1,443,208 |  | 1,255,607 |  |

| Between one and five years | 1,923,183 |  | 2,323,254 |  |

3,366,391 |  | 3,578,861 |  |

| Group

Non-cancellable |

operating leases |

2025 | 2024 |

| £ | £

| Within one year | 134,948 |  | 234,066 |  |

| Between one and five years | - |  | 134,948 |  |

134,948 |  | 369,014 |  |

| Lease payments recognised as an expense in the year amounted to £319,767 (2024: £340,001).

19. | SECURED DEBTS

| The following secured debts are included within creditors:

| Group |

2025 | 2024 |

| £ | £

| Hire purchase contracts | 3,366,391 |  | 3,578,861 |  |

| The bank overdraft is secured by a fixed and floating charge over the assets of Richard Preston & Son Limited.

| The hire purchase contracts are secured on the assets to which they relate.

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

20. | PROVISIONS FOR LIABILITIES

| Group |

2025 | 2024 |

| £ | £

| Deferred tax

| Accelerated capital allowances | 878,000 |  | 871,000 |  |

| Group

Deferred tax |

| £

| Balance at 1 January 2025 | 871,000 |  |

| Charge to Statement of Comprehensive Income during year | 7,000 |  |

| Balance at 31 December 2025 | 878,000 |  |

| The expected net reversal of deferred tax assets and liabilities in 2026 is £390,000 this is due to the reversal of accelerated capital allowances and short term timing differences.

21. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

value: |  | £ | £

| 5,144 | Ordinary | £1 | 5,144 |  | 5,144 |  |

22. | RESERVES

| Group

Retained | Share | Revaluation |

earnings | premium | reserve | Totals |

| £ | £ | £ | £

| At 1 January 2025 | 5,587,678 |  | 403,056 |  | 4,149,737 |  | 10,140,471 |  |

| Profit for the year | 931 |  | 931 |  |

| At 31 December 2025 | 5,588,609 |  | 403,056 |  | 4,149,737 |  | 10,141,402 |  |

| Company

Retained | Share | Fair value |

earnings | premium | reserve | Totals |

| £ | £ | £ | £

| At 1 January 2025 | 1,491,385 |  | 403,056 |  | 135,000 |  | 2,029,441 |  |

| Deficit for the year | (8,428 | ) | (8,428 | ) |

| At 31 December 2025 | 1,482,957 |  | 403,056 |  | 135,000 |  | 2,021,013 |  |

POTTO GROUP LIMITED (REGISTERED NUMBER: 15022050)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

23. | PENSION COMMITMENTS

| Amounts payable in relation to pension contributions as at 31 December 2025 amounted to £4,647 (2024: £4,179).

24. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

| During the year the following transactions with Directors occurred:

| Advances made to Directors totalling £19,505 (2024: £10,018).

| Repayments made by Directors totalling £19,375 (2024: £12,167).

| The Directors' loans are interest free and repayable on demand.

| Total outstanding loans to Directors as at 31 December 2025 amounted to £4,662 (2024: £4,532).

25. | RELATED PARTY DISCLOSURES

| Key management personnel of the entity or its parent (in aggregate)

2025 | 2024 |

| £ | £

| Sales | 500 |  | 500 |  |

| Purchases | 156 |  | 156 |  |

| Fixed asset purchase in exchange for shares | - |  | 403,200 |  |

| Amount due from related party | 1,000 |  | 500 |  |

26. | ULTIMATE CONTROLLING PARTY

| The controlling party is Mrs A Preston MBE.