Company registration number 10223517 (England and Wales)
AXLE TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
AXLE TOPCO LIMITED
COMPANY INFORMATION
Directors
P Jamieson
D R K Saelens
N R A Saelens
B A G De Smet
(Appointed 16 April 2026)
Company number
10223517
Registered office
Suite 11 Stone Cross Place
Stone Cross Lane North
Lowton
Warrington
England
WA3 2SH
Auditor
Sedulo Audit Limited
5th Floor Walker House
Exchange Flags
Liverpool
Merseyside
United Kingdom
L2 3YL
Bankers
KBC UK Bank Plc
111 Old Broad Street
London
EC2N 1BR
AXLE TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Directors' responsibilities statement
7
Independent auditor's report
8 - 11
Group statement of comprehensive income
12
Group balance sheet
13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 37
AXLE TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Principal activities

The principal activity of the company during the period was that of a holding company. The company is incorporated in England and Wales with a company registration number of 10223517.

Axle Topco Limited is the holding company of a group engaged in the provision of specialist bulk logistics services across the UK and Europe.

The group’s principal activity is the transportation and storage of bulk liquids and powders, together with associated logistics, warehousing, tank cleaning and ISO tank repair services delivered through its operating subsidiaries including Abbey Logistics Group Limited, Widnes Tank Container services and Gussion Transport Limited.

Review of the business and future developments

Financial performance

Group turnover for the year ended 31 December 2025 was £71.0m (2024: £73.9m), The reduction reflects a combination of lower transport volumes and changes in customer activity during the year with additional focus on improving margins as well as turnover.

The majority of revenue continues to be generated from haulage services, which accounted for £68.0m of turnover during the year, while warehousing and related logistics services generated £3.0m.

Gross profit for the year was £19.4m (2024: £19.6m) representing a gross margin of 27.3%, compared to prior year which generated 26.5%.

Finance costs for the year were £3.35m, of which £2m relates to interest paid to its parent company Sitra Invest NV.

Financial Position

At 31 December 2025 the group continued to maintain a substantial asset base primarily comprising its fleet of tractors and tanks used in logistics operations with a fixed asset balance of £33.0m

Operating activities generated £8.1m of cash, demonstrating the underlying cash generative nature of the group’s logistics operations despite the capital intensity of the sector.

Cash balances increased to £1.8m at the year end (2024: £1.3m).

During the year the company invested £5.0m in new tangible assets, primarily tractor units and tanks designed to maintain operational reliability and efficiency.

The directors are satisfied that the business maintains adequate liquidity through its existing banking and financing arrangements.

AXLE TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

Key Performance Indicators

The group uses the traditional performance measures of Gross Margin, Revenue, EBITDA and EBIT to manage and monitor business performance.

In addition to traditional financial performance measures, the group also use the following key performance indicators to monitor performance:

- Revenue per vehicle

- Revenue per mile

- Cost per mile

- DOT (delivery on time) – customer focused

- SQI (service quality index) – customer focused

These are monitored on a regular basis by the Board and the directors are satisfied with the performance in these areas during the period.

Principal risks and uncertainties

The group uses various financial instruments, including intercompany loans, finance leases and hire purchase contracts, cash and various items such as trade debtors that arise directly from its operations. The main purpose of these financial instruments is to provide finance for the group's operations. The existence of these financial instruments exposes the group to a number of financial risks, which are described in more detail below.

The main risk arising from the group's financial instruments is liquidity risk, credit risk and cash flow interest rate risk. The directors review and agree policies for managing each of these risks and they are summarised below. The policies have remained unchanged from previous years.

Liquidity risk

The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Short term flexibility is achieved by invoice discounting facilities. The maturity of borrowings is set out in the notes to the financial statements.

Credit risk

The group's principle financial assets, are cash and trade debtors. The credit risk associated with cash is limited. The principle credit risk arises therefore from its trade debtors.

In order to manage credit risk, the directors set limits for customers based on a combination of payment history and third party credit references. Credit limited are reviewed by the credit controller on a regular basis in conjunction with debt ageing and collection history.

Interest rate risk

The group finances its operations through a mixture of retained profits, finance leases and hire purchase contracts and bank borrowings. The group's exposure to interest rate fluctuations on its borrowings is managed by the use of both fixed and floating rate facilities.

AXLE TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Directors' statement of compliance with duty to promote the success of the group in accordance with S172 (1) of the Companies Act 2006.

This section describes how the directors have considered the matters set out in section 172(1) of the Companies Act 2006, as amended by the Companies (miscellaneous reporting) Regulations 2018, when performing their duty to promote the success of the group, and in doing so have regard (amongst other matters) to:

a) the likely consequences of any decision in the long term;

b) the interests of the group's employees;

c) the need to foster the group's business relationships with suppliers, customers and others;

d) the impact of the group's operations on the community and the environment;

e) the desirability of the group maintaining a reputation for high standards of business conduct; and

f) the need to act fairly as between members of the group.

The directors consider that they have acted in good faith to promote the success of the group for the benefit of its members as a whole.

The directors believe that they have been able to generate high levels of employee engagement during the period through providing regular business performance communication, flexible working practices and ongoing learning and development support.

The directors believe that the financial and operating performance of the group has been achieved through developing close working relationships with customers, suppliers and employees in the period.

As part of their induction, a director is briefed on their duties and they can access professional advice on these, either from the Company Secretary or, if they judge it necessary, from an independent advisor.

The Board confirms that, during the year it has regard to the matters set out above. Further details as to how the directors have fulfilled their duties, together with references to relevant areas within these financial statements are set out below.

On behalf of the board

P Jamieson
Director
14 August 2026
AXLE TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Results and dividends

The loss for the year, after taxation, amounted to £1,902,013 (2024: £1,665,610).

No ordinary dividends were paid. The directors do not recommend payment of a final dividend (2024: Same).

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

P Jamieson
M T Male
(Resigned 6 April 2026)
D R K Saelens
N R A Saelens
B A G De Smet
(Appointed 16 April 2026)
Qualifying third party indemnity provisions

The group has made qualifying third-party indemnity provisions for the benefit of its directors which were made during the period and remain in force at the date of this report.

Political donations

The group made no contributions to charities during the financial period. There were £Nil political donations during the financial year (2024: £Nil).

Disabled persons

The group is committed to employment policies which follow best practice, based on equal opportunities for all employees, irrespective of sex, race, colour, disability or marital status. The group gives full and fair consideration to applications for employment for disabled persons, having regard to their particular aptitudes and abilities. Appropriate arrangements are made for the continued employment and training, career development and promotion of disabled persons employed by the group. If members of staff become disabled the group continues employment, either in the same or an alternative position, with appropriate retraining being given if necessary.

Employee involvement

The group systematically provides employees with information on matters of concern to them, consulting them or t heir representatives regularly, so that their views can be taken into account when making decisions that are likely to affect their interests. Employee involvement in the group is encouraged, as achieving a common awareness on the part of all employees of the financial and economic factors affecting the group plays a major role in maintaining its competitive advantage. The group encourages the involvement of employees by means of regular communication and meetings.

Auditor

The auditor, Sedulo Audit Limited, will be proposed for reappointment in accordance with Section 487 of the Companies Act 2006.

Energy and carbon report

The SECR disclosure presents the group's carbon footprint within the UK across Scope 1 and 2 emissions and total energy use of electricity, gas and transport fuel.

AXLE TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
2025
2024
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
101,792,637
115,876,628
2025
2024
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
95.00
15.00
- Fuel consumed for owned transport
23,179.00
26,166.00
23,274.00
26,181.00
Scope 2 - indirect emissions
- Electricity purchased
81.00
115.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
-
-
Total gross emissions
23,355.00
26,296.00
Intensity ratio
Tonnes of Scope 1 and Scope 2 CO2e per vehicle
83
92
Tonnes of Scope 1 road transport fuel CO2e per vehicle
83
92
The intensity ratio for the 12 month accounting periods are as follows: 2025 - 83, (2024 - 92, 2023 - 90).
Quantification and reporting methodology

This disclosure has been prepared in line with the group's year end of 31 December 2025.

Intensity measurement

Abbey Logistics Group has elected to use Scope 1 and 2 CO2e (tonnes) by number of vehicles in the fleet and has chosen this metric as it is a common business metric for the industry sector.

Measures taken to improve energy efficiency

CO2e per vehicle has decreased due to better utilisation of vehicles in the fleet as the ongoing investment in new fleet.

The group invests in technology that tracks vehicle performance in order to promote the efficient usage of fuel. The group also invests in tractor units at the efficient Euro VI specification.

Strategic report

A discussion of the Group's financial performance, financial position, risk management, future developments and key performance indicators have been disclosed in the Strategic Report.true

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

AXLE TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
Going Concern

The group reported a strong trading result during the year.

The directors have prepared these financial statements on a going concern basis.

The directors have considered the current economic environment and have prepared trading and cash flow projections until 30 June 202 7. These forecasts demonstrate that the company is able to generate sufficient cash flows to service its ongoing debt and business requirements as they become due.

The directors are confident that the development of close working relationships with customers, suppliers and employees, put the business in a strong position to continue its growth aspirations along with being able to respond to changing market conditions, along with the opportunities for growth as part of the wider Sitra group.

After careful consideration, the directors have concluded that they have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of signing these financial statements. Therefore, the directors continue to adopt the going concern basis in preparing the financial statements.

Post balance sheet events

There are no significant events affecting the company post year end.

On behalf of the board
P Jamieson
Director
14 August 2026
AXLE TOPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, 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;

- state whether applicable U nited K ingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

AXLE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AXLE TOPCO LIMITED
- 8 -
Opinion

We have audited the financial statements of Axle Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- T he information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

AXLE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AXLE TOPCO LIMITED
- 9 -
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 their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

AXLE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AXLE TOPCO LIMITED
- 10 -

- We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the industry in which it operates. We determined that the most significant laws and regulations is the Companies Act 2006.

- We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making inquiries of management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes.

- We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the group engagement team included:

- Evaluation of the processes and controls established to address the risks related to irregularities and fraud;

- Making inquiries, in respect of fraud, of those outside the finance team, including key management and the board;

- Challenging assumptions and judgements made by management in the Company's significant accounting estimates;

- Identifying and testing unusual journal entries; and

- Identifying and testing related party transactions.

- The assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's knowledge of the industry in which the Company operates, and the understanding of, and practical experience with, audit engagements of a similar nature and complexity through appropriate training and participation.

- The engagement team's discussions in respect of potential non-compliance with laws and regulations and fraud included the risk of fraud in revenue recognition.

- In assessing the potential risks of material misstatement, we obtained an understanding of:

- The Company's operations, including the nature of its revenue sources, expected financial statement disclosures and business risks that may result in risk of material misstatement; and

- The Company's control environment including the adequacy of procedures for authorisation of transactions.

- These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

AXLE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AXLE TOPCO LIMITED
- 11 -
Katelyn Dutton (Senior Statutory Auditor)
For and on behalf of Sedulo Audit Limited
Chartered Certified Accountants
5th Floor Walker House
Exchange Flags
Liverpool
Merseyside
L2 3YL
United Kingdom
14 August 2026
AXLE TOPCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
2025
2024
Notes
£
£
Turnover
3
71,033,203
73,861,203
Cost of sales
(51,620,006)
(54,267,990)
Gross profit
19,413,197
19,593,213
Administrative expenses
(17,873,052)
(17,913,181)
Exceptional item
4
(181,196)
66,494
Operating profit
5
1,358,949
1,746,526
Interest receivable and similar income
9
256
-
0
Interest payable and similar expenses
10
(3,350,016)
(3,412,136)
Loss before taxation
(1,990,811)
(1,665,610)
Tax on loss
11
88,798
-
0
Loss for the financial year
28
(1,902,013)
(1,665,610)
(Loss) for the financial period is attributable to:
- Owners of the parent company
(1,902,013)
(1,665,610)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(1,902,013)
(1,665,610)

There was no other comprehensive income for the year (2024: Same).

All results arose from continuing operations (2024: Same).

The notes on pages 18 to 37 form part of these financial statements.

AXLE TOPCO LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 13 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
12
10,794,551
11,814,259
Tangible assets
13
22,254,284
22,549,878
33,048,835
34,364,137
Current assets
Stocks
16
268,629
242,339
Debtors
17
11,580,119
12,101,293
Cash at bank and in hand
1,816,971
1,270,995
13,665,719
13,614,627
Creditors: amounts falling due within one year
19
(18,696,816)
(18,260,389)
Net current liabilities
(5,031,097)
(4,645,762)
Total assets less current liabilities
28,017,738
29,718,375
Creditors: amounts falling due after more than one year
20
(46,412,286)
(46,203,610)
Provisions for liabilities
Provisions
23
102,809
110,109
(102,809)
(110,109)
Net liabilities
(18,497,357)
(16,595,344)
Capital and reserves
Called up share capital
25
201
201
Share premium account
26
2,627,725
2,627,725
Capital redemption reserve
27
110,003
110,003
Profit and loss reserves
28
(21,235,286)
(19,333,273)
Total equity
(18,497,357)
(16,595,344)

The notes on pages 18 to 37 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 14 August 2026 and are signed on its behalf by:
14 August 2026
P Jamieson
Director
Company registration number 10223517 (England and Wales)
AXLE TOPCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 14 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
14
172,228
172,228
Current assets
Debtors
17
2,565,700
2,565,700
Net current assets
2,565,700
2,565,700
Net assets
2,737,928
2,737,928
Capital and reserves
Called up share capital
25
200
200
Share premium account
26
2,627,725
2,627,725
Capital redemption reserve
27
110,003
110,003
Total equity
2,737,928
2,737,928

The notes on pages 18 to 37 form part of these financial statements.

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £0 (2024 - £0 profit).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 14 August 2026 and are signed on its behalf by:
14 August 2026
P Jamieson
Director
Company registration number 10223517 (England and Wales)
AXLE TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2024
200
2,627,725
110,003
(17,667,663)
(14,929,735)
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
-
(1,665,610)
(1,665,610)
Other movements
1
-
-
-
1
Balance at 31 December 2024
201
2,627,725
110,003
(19,333,273)
(16,595,344)
Year ended 31 December 2025:
Loss and total comprehensive income
-
-
-
(1,902,013)
(1,902,013)
Balance at 31 December 2025
201
2,627,725
110,003
(21,235,286)
(18,497,357)

The notes on pages 18 to 37 form part of these financial statements.

AXLE TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
Share capital
Share premium account
Capital redemption reserve
Total
£
£
£
£
Balance at 1 January 2024
200
2,627,725
110,003
2,737,928
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
-
-
0
Balance at 31 December 2024
200
2,627,725
110,003
2,737,928
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
-
-
0
Balance at 31 December 2025
200
2,627,725
110,003
2,737,928

The notes on pages 18 to 37 form part of these financial statements.

AXLE TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
34
8,057,778
9,585,527
Interest paid
(3,350,016)
(3,412,136)
Net cash inflow from operating activities
4,707,762
6,173,391
Investing activities
Purchase of tangible fixed assets
(4,968,407)
(7,403,961)
Proceeds from disposal of tangible fixed assets
784,987
236,300
Net cash used in investing activities
(4,183,420)
(7,167,661)
Financing activities
Aquisition costs
-
0
(2,476,907)
Sitra loan interest
(1,989,401)
(1,989,401)
Sitra I/C Loan
-
0
2,500,000
Movement on invoice financing amount
1,428,540
2,133,671
Payment of finance leases obligations
2,066,464
2,837,065
Interest paid
(1,483,969)
(1,473,929)
Net cash generated from financing activities
21,634
1,530,499
Net increase in cash and cash equivalents
545,976
536,229
Cash and cash equivalents at beginning of year
1,270,995
734,766
Cash and cash equivalents at end of year
1,816,971
1,270,995

The notes on pages 18 to 37 form part of these financial statements.

AXLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
1
Accounting policies
Company information

Axle Topco Limited ("the Company") is a holding company. The principal activity of the Group was that of the provision of logistics services. The company is a private company limited by shares and is incorporated in England and Wales. The address of its registered office is Suite 11, Stone Cross Place, Stone Cross Lane, Lowton, Warrington, WA3 2SH.

1.1
Accounting convention

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 judgement in applying the group's accounting policies (see

note 3).

The company has taken advantage of the exemption allowed under section 408 or the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The financial statements are presented in Pounds Sterling (£), the group and company's functional currency.

1.2
Business combinations

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 Statement of Financial Position, 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.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Axle Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

AXLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

The group reported a strong trading result during the year.

The directors have prepared these financial statements on a going concern basis.

The directors have considered the current economic environment and have prepared trading and cash flow projections until 30 June 202 7. These forecasts demonstrate that the company is able to generate sufficient cash flows to service its ongoing debt and business requirements as they become due.

The directors are confident that the development of close working relationships with customers, suppliers and employees, put the business in a strong position to continue its growth aspirations along with being able to respond to changing market conditions, along with the opportunities for growth as part of the wider Sitra group.

After careful consideration, the directors have concluded that they have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of signing these financial statements. Therefore, the directors continue to adopt the going concern basis in preparing the financial statements.

1.5
Turnover

The Group recognises revenue from the provision of logistics services when the delivery of goods and services is complete, and the customer has accepted the service, in accordance with FRS 102. Revenue is measured at the fair value of the consideration received or receivable, net of any discounts, VAT, or other taxes.

The Group generates revenue from the following key activities:

1) Transport and Freight Services:

Revenue is recognised at the point when the transportation service is completed, i.e., when goods have been delivered to the customer’s destination.

2) Warehousing and Storage Services:

Revenue is billed a week in arrears and recognised at this point.

1.6
Intangible fixed assets - goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Statement of Comprehensive Income over its useful economic life of 20 years.

AXLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -
1.7
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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and equipment
3-5 years
Fixtures and fittings
3-5 years
Motor vehicles
3-5 years
Tractors and tanks
7-15 years

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.

1.8
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.

1.9
Fixed asset investments

Investments in subsidiaries are measured at cost less accumulated impairment.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

AXLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 21 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Comprehensive Income.

1.12
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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

AXLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 22 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

AXLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 23 -
1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
Provisions

Provisions are made where an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

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

1.17
Retirement benefits

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 when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the group in independently administered funds.

AXLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 24 -
1.18
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

1.19
Foreign exchange

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

1.20

Finance costs

Finance costs are charged to the Statement of Comprehensive Income 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 process of the associated capital instrument.

1.21

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the group but are presented separately due to their size or incidence.

1.22

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.

AXLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of goodwill and other intangibles

Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units to which goodwill has been allocated. the value in use calculation requires an entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. An impairment review has been performed at the reporting date and no impairment has been identified.

Useful economic lives of assets

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of assets and the residual values are assessed annually and may vary depending on a number of factors.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Haulage
68,029,916
71,687,686
Warehousing
3,003,287
2,173,517
71,033,203
73,861,203
2025
2024
£
£
Turnover analysed by geographical market
UK
67,890,996
71,330,454
Europe
3,142,207
2,530,749
71,033,203
73,861,203
2025
2024
£
£
Other revenue
Interest income
256
-
AXLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
3
Turnover and other revenue
(Continued)
- 26 -

European countries include Belgium, France, Germany, the Netherlands and Ireland.

4
Exceptional item
2025
2024
£
£
Expenditure
Profit or loss on disposal of tangible assets
(20,385)
-
Legal expense relating to sale of assets
16,254
-
One off Audit costs re to a shortened year
-
47,076
Costs in relation to new Banking provider
-
12,954
Sundry other trading items
-
52,353
One-off employee payments
134,294
-
Directors bonus
51,033
-
Consulting costs in relation to certain strategic projects
-
10,107
Gain on bargain purchase
-
(188,984)
181,196
(66,494)
5
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Depreciation of tangible fixed assets
4,599,115
4,895,014
(Profit)/loss on disposal of tangible fixed assets
(120,101)
208,814
Amortisation of intangible assets
1,019,708
969,388
Operating lease charges
426,919
1,286,292
6
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
54,200
35,823
For other services
All other non-audit services
25,550
16,750
AXLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
7
Employees

The average monthly number of persons (including directors) employed by the group during the year was:

Group
2025
2024
Number
Number
Administration and haulage
553
560
553
560

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
25,450,975
24,939,973
-
0
-
0
Social security costs
3,031,291
2,440,386
-
-
Pension costs
767,854
1,016,862
-
0
-
0
29,250,120
28,397,221
-
0
-
0
8
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
787,612
232,882
Company pension contributions to defined contribution schemes
37,509
6,597
825,121
239,479
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
163,936
-
Company pension contributions to defined contribution schemes
7,210
-

During the period retirement benefits were accruing to 4 director (2024: 4) in respect of defined contribution pension schemes.

AXLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
9
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
256
-
0
10
Interest payable and similar expenses
2025
2024
£
£
Other interest on financial liabilities
2,468,452
2,654,698
Interest on finance leases and hire purchase contracts
881,564
757,438
Total finance costs
3,350,016
3,412,136
11
Taxation
2025
2024
£
£
Current tax
Group tax relief
(87,898)
-
0
Deferred tax
Origination and reversal of timing differences
(31,001)
-
0
Other adjustments
30,101
-
0
Total deferred tax
(900)
-
0
Total tax credit
(88,798)
-
0
AXLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
11
Taxation
(Continued)
- 29 -

The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Loss before taxation
(1,990,811)
(1,665,610)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(497,703)
(416,403)
Tax effect of expenses that are not deductible in determining taxable profit
248,137
1,157,706
Tax effect of income not taxable in determining taxable profit
-
0
(709,889)
Adjustments in respect of prior years
-
0
(56,906)
Deferred tax adjustments in respect of prior years
30,100
-
0
Deferred tax not recognised
131,549
25,492
Fixed asset timing differences
30,120
-
0
Taxation credit
(57,797)
-
Taxation credit in the financial statements
(88,798)
-
Reconciliation - the current year tax charge does not reconcile to the above analysis. Please review figures in the database.
31,001
-

The Group has not recognised a deferred tax asset of £240,758 (FY24: £119,888) in respect of carried forward losses.

12
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2025 and 31 December 2025
20,037,743
Amortisation and impairment
At 1 January 2025
8,223,484
Amortisation charged for the year
1,019,708
At 31 December 2025
9,243,192
AXLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
12
Intangible fixed assets
(Continued)
- 30 -
Carrying amount
At 31 December 2025
10,794,551
At 31 December 2024
11,814,259
The company had no intangible fixed assets at 31 December 2025 or 31 December 2024.

Amortisation on intangible assets is charged to administrative expenses.

13
Tangible fixed assets
Group
Freehold land and buildings
Plant and equipment
Fixtures and fittings
Motor vehicles
Tractors and tanks
Total
£
£
£
£
£
£
Cost
At 1 January 2025
2,032,415
2,444,558
2,595,832
190,703
54,340,459
61,603,967
Additions
93,531
97,806
26,714
9,950
4,740,406
4,968,407
Disposals
-
0
(4,500)
-
0
-
0
(3,111,419)
(3,115,919)
At 31 December 2025
2,125,946
2,537,864
2,622,546
200,653
55,969,446
63,456,455
Depreciation and impairment
At 1 January 2025
166,942
2,199,456
2,389,666
142,991
34,155,034
39,054,089
Depreciation charged in the year
-
0
120,440
131,583
18,676
4,328,416
4,599,115
Eliminated in respect of disposals
-
0
(4,500)
-
0
-
0
(2,446,533)
(2,451,033)
At 31 December 2025
166,942
2,315,396
2,521,249
161,667
36,036,917
41,202,171
Carrying amount
At 31 December 2025
1,959,004
222,468
101,297
38,986
19,932,529
22,254,284
At 31 December 2024
1,865,473
245,102
206,166
47,712
20,185,425
22,549,878
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.

Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Tractors and tanks
14,513,074
12,569,914
-
-
AXLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 31 -
14
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
172,228
172,228
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025 and 31 December 2025
172,228
Carrying amount
At 31 December 2025
172,228
At 31 December 2024
172,228
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Axle Bidco Limited
1
Ordinary
100
Abbey Logistics Group Limited
1
Ordinary
100
Widnes Tank Container Services Limited
2
Ordinary
100
Gussion Transport Limited
2
Ordinary
100
Gussion Transport UK Limited
2
Ordinary
100

Registered office addresses (all UK unless otherwise indicated):

1
Suite 11, Stone Cross Place, Stone Cross Lane North, Lowton, Warrington, England, WA2 2SH
2
Ditton Road, Widnes, Cheshire, WA8 0NE

All the above subsidiaries are included in the consolidation. The company's investment in Axle Bidco Limited is direct ownership, all other investments are indirect ownership. The registered office of all subsidiaries is the same as the company as seen on the company information page.

The directors believe that the carrying value of investments is supported by their underlying net assets and the present value of future trading cashflows.

AXLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 32 -
16
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Fuel and other consumables
268,629
242,339
-
-

There was no significant difference between the replacement cost of inventories and their carrying amounts. Inventories are stated after provisions for impairment of £Nil (2024: £Nil)

17
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
9,643,666
9,879,822
-
0
-
0
Called up share capital not paid
5,030
4,158
-
0
-
0
Corporation tax recoverable
6,198
3,526
-
0
-
0
Amounts owed by group undertakings
-
0
176,183
2,560,669
2,560,669
Other debtors
48,689
216,159
5,031
5,031
Prepayments and accrued income
1,876,536
1,821,445
-
0
-
0
11,580,119
12,101,293
2,565,700
2,565,700

Amounts owed by group undertakings are unsecured, interest free and are repayable on demand. Group trade debtors are stated after provisions for impairment of £Nil (2024: £64,000).

18
Cash and cash equivalents

Cash at bank and in hand for the group £1,816,971 (2024: £1,275,995).

19
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
22
3,861,188
4,057,706
-
0
-
0
Other borrowings
21
5,684,564
4,256,024
-
0
-
0
Trade creditors
4,882,302
5,642,320
-
0
-
0
Amounts owed to group undertakings
-
0
168,402
-
0
-
0
Corporation tax payable
-
0
21,035
-
0
-
0
Other taxation and social security
1,086,758
1,320,871
-
0
-
0
Other creditors
261,162
3,464
-
0
-
0
Accruals and deferred income
2,920,842
2,790,567
-
0
-
0
18,696,816
18,260,389
-
0
-
0
AXLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
19
Creditors: amounts falling due within one year
(Continued)
- 33 -

Financing costs directly attributable to the issue of financial liabilities are deducted from the initial amount recognised and amortised over the financial liabilities expected useful life.

The invoice financing facility is secured on the trade debtor balance of the group.

Obligations under finance leases and hire purchase contracts are secured against the assets to which they relate.

20
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
22
9,337,150
10,546,922
-
0
-
0
Sitra loan
37,075,136
35,656,688
-
0
-
0
46,412,286
46,203,610
-
-

Obligations under finance leases and hire purchase contracts are secured against the assets to which they relate.

Of the total Sitra loan, £3 5,656,688 and is not repayable until December 2030 at the earliest. This loan incurs interest at 6% compounded per year. The remaining £1,418,448 is repayable in instalments and incurs interest at 5.6%.

21
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Invoice financing facility
5,684,564
4,256,024
-
0
-
0
Payable within one year
5,684,564
4,256,024
-
0
-
0
22
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
3,861,188
3,571,912
-
0
-
0
In two to five years
9,063,311
8,820,512
-
0
-
0
In over five years
273,839
2,212,204
-
0
-
0
13,198,338
14,604,628
-
-
AXLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 34 -
23
Provisions for liabilities
Group
Company
2025
2024
2025
2024
£
£
£
£
Dilapidations
102,809
110,109
-
-
Movements on provisions:
Dilapidations
Group
£
At 1 January 2025
110,109
Utilisation of provision
(7,300)
At 31 December 2025
102,809
24
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
767,854
1,016,862

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 £767,854 (2024: £450,770). Contributions totalling £128,890 (2024: £154,094) were payable to the fund at the Statement of Financial Position date and are included in other creditors.

25
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital issued and fully paid
Number
Number
£
£
Number of shares
Share class
7,250
A Ordinary shares of £0.01 each
73
73
200
200
100
A2 Ordinary shares of £0.01 each
1
1
-
-
536
B Ordinary shares of £0.01 each
5
5
-
-
534
C1 Ordinary shares of £0.01 each
5
5
-
-
268
C2 Ordinary shares of £0.10 each
27
27
-
-
1,312
D Ordinary shares of £0.05 each
66
66
-
-
2,280,695
E Ordinary shares of £0.00001 each
23
23
-
-

All A-E ordinary shares rank pari passu in relation to voting, dividend and distribution rights.

AXLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 35 -
26
Share premium account
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning and end of the year
2,627,725
2,627,725
2,627,725
2,627,725

Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

27
Capital redemption reserve
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning and end of the year
110,003
110,003
110,003
110,003

A non-distributable reserve, following the purchase of the company’s own shares.

28
Profit and loss reserves
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning of the year
(19,333,273)
(17,667,663)
-
-
Loss for the year
(1,902,013)
(1,665,610)
-
0
-
0
At the end of the year
(21,235,286)
(19,333,273)
-
0
-
29
Operating lease commitments
As lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within 1 year
1,457,728
2,410,292
-
-
Years 2-5
849,927
1,793,816
-
-
2,307,655
4,204,108
-
-
AXLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 36 -
30
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2025
2024
2025
2024
£
£
£
£
Acquisition of tangible fixed assets
190,000
2,408,133
-
-

The company had no operating lease commitments. The group had capital commitments of £190,000 a t 31 December 2025 (31 December 202 4: £2,408,133) in relation to tractor units and tanks.

31
Related party transactions

The company has taken the exemption conferred by FRS 102 Section 33 not to disclose transactions with wholly owned subsidiary entities.

32
Controlling party

The immediate and ultimate parent company is Syracuse Holding BV, registered in Belgium. Consolidated financial statements are available at their registered office: Pilkemseweg 113, Leper, 8900, Belgium.

33
Post balance sheet events

There are no significant events affecting the company post year end.

34
Cash generated from group operations
2025
2024
£
£
Loss after taxation
(1,786,410)
(1,665,610)
Adjustments for:
Taxation credited
(88,798)
-
0
Finance costs
3,349,759
5,996,668
(Gain)/loss on disposal of tangible fixed assets
(120,101)
209,231
Amortisation and impairment of intangible assets
1,019,708
969,388
Depreciation and impairment of tangible fixed assets
4,599,115
4,895,014
(Decrease)/increase in provisions
(7,300)
14,217
Movements in working capital:
(Increase)/decrease in stocks
(26,290)
61,953
Decrease/(increase) in debtors
524,718
(937,683)
Increase/(decrease) in creditors
643,888
(785,254)
Cash generated from operations
8,108,289
8,757,924
AXLE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 37 -
35
Analysis of changes in net debt - group
2025
£
Opening net funds/(debt)
Cash and cash equivalents
1,270,995
Loans
(4,256,024)
Obligations under finance leases
(14,604,628)
(17,589,657)
Changes in net debt arising from:
Cash flows of the entity
523,726
Closing net funds/(debt) as analysed below
(17,065,931)
Closing net funds/(debt)
Cash and cash equivalents
1,816,971
Loans
(5,684,564)
Obligations under finance leases
(13,198,338)
(17,065,931)
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