REGISTERED NUMBER: 05589050 (England and Wales)

FOR

Page

Company Information  

1

Strategic Report  

2

Report of the Directors  

7

Report of the Independent Auditors  

9

Statement of Income and Retained Earnings  

12

Balance Sheet  

13

Cash Flow Statement  

14

Notes to the Cash Flow Statement  

15

Notes to the Financial Statements

17

DIRECTORS:

H P Moran

M Burrell

REGISTERED OFFICE:

Moran House

Arundel Avenue

Castle Donington

Derbyshire

DE74 2HJ

REGISTERED NUMBER:

05589050 (England and Wales)

AUDITORS:

S&W Audit

Statutory Auditor

Chartered Accountants

Q Court

3 Quality Street

Edinburgh

EH4 5BP

The directors present their strategic report for the period 31 December 2024 to 30 December 2025.

Company Overview

Moran Logistics ("the Company") is a family-owned business which specialises in the provision of logistics solutions including transport, warehousing, co-pack, pallet consolidation and contract logistics. The Company has a key focus on temperature-controlled warehouse and distribution solutions for many of the UK's largest food producers and retailers.  The key focus of the Company is to deliver excellent levels of service, underpinned by operational expertise, innovative technology and cost-effective customer solutions. This approach supports sustainable growth and long-term partnerships with customers.

Company Review

Turnover increased by 24% to £88.8m in 2025, compared with £71.8m in 2024, an increase of £17.1m. Operating profit increased by 34% to £2.9m, compared with £2.2m in the prior year. EBITDA increased by 33% to £7.8m, compared with £5.9m in 2024.

These results demonstrate the strength of the Company's customer relationships, operational capability and disciplined approach to managing cost, service and investment. The business continued to review market conditions closely and adapted its operational and commercial plans to respond to the changing environment.

Operational excellence remains part of the Company's DNA. The Company continued to ensure that customers received the highest possible levels of service, with strong performance against agreed KPI's supporting both retention and growth. As a result, Moran Logistics further extended and grew contractual relationships with some of its largest customers.

Building on the investments made in 2024 and throughout 2025, the Company continued to invest heavily in people, fleet and IT. These investments have strengthened leadership capability, improved operational resilience, enhanced compliance, and provided a stronger platform for growth in 2026 and beyond.

The business continued to invest in fleet, infrastructure and technology to support service levels and customer growth. This included further investment in vehicles, trailers, vehicle maintenance capacity, transport systems and operational technology. The Company remains adequately funded to meet its operational requirements and to support planned growth.

Moran Logistics continued to invest in green initiatives and made further progress on its carbon reduction journey. This included continued investment in lower-emission fleet options, double-deck trailer utilisation, reduced road miles and closer collaboration with customers to improve efficiency across joint supply chains.

Some of the key highlights in 2025 were:

Finance

2025 (£'000's)

% change

2024 (£'000's)

Year in year (£'000's)

Turnover

88,844

24%

71,754

17,090

Operating profit

2,935

34%

2,191

744

PBT (pre investment write off)

1,339

55%

865

474

EBITDA

7,767

33%

5,861

1,906

Net Assets

9,886

0%

10,229

21

Cash

676

29%

523

154

- Reported turnover increased by 24% from £71.8m to £88.8m, an increase of £17.1m. This reflects continued confidence from customers in the Company's ability to deliver consistent value, high service levels and flexible logistics solutions.

- Operating profit increased by 34% from £2.2m to £2.9m, an increase of £0.7m. This demonstrates the benefit of revenue growth, improved operational control and disciplined cost management, while continuing to invest in the business.

- Profit before tax included a non recurring, non cash impacting write off (totalling £1.3m) in a minority interest investment in a subsidiary undertaking which ceased trading in early 2026.

- EBITDA increased by 33% from £5.9m to £7.8m, an increase of £1.9m, reflecting the stronger trading performance and the continued benefit of operational leverage as the business grows.

- The Company reinvests its operating cash surpluses in business growth and associated investment requirements and proactively targets pay down of its asset encumbrance; operational liquidity levels are closely monitored to ensure the correct allocation of liquid and illiquid assets are maintained. The business has access to an invoice discounting facility to support the short term liquidity fluctuations of the business.

- The Company maintained its investment strategy during 2025, with significant investment in infrastructure to continue the growth of the national chilled consolidation network, aggressive investment into technology to streamline operations and brand-new fleet, to support service levels, operational efficiency, compliance and future growth.

- Depreciation charges increased during the year as a result of the Company's continued investment in owned and HP-funded fleet assets. Depreciation on owned assets was £2.6m compared to £2.2m in 2024, and depreciation on HP-funded assets was £2.2m compared with £1.5m in the prior year.

- The financial results demonstrate that the business has grown both in revenue and profitability while continuing the invest for the long term.

- The Company continued to invest in people during 2025, building on the investments made in 2024to strengthen leadership capability, operational expertise and succession planning.

People

- Significant investment was made in selecting and developing new team members for key leadership and operational roles. This has supported the Company's growth plans and helped ensure the business is positioned to deliver more complex customer solutions.

- Internal progression remained a key focus, with examples of internal promotion and development across the business.

- The Company continued to utilise the Apprenticeship Levy and other training routes to support team leader development and wider capability improvement.

- The internal recruitment team continued to support the business in filling roles where national shortages remain, including vehicle technicians, warehouse colleagues, and other specialist operational roles.

- Safety, employee engagement and operational standards remained central to the Company's culture and day-to-day decision-making.

Customers

- ''Committed to Delivering Excellence'' remains the core driving force of the business. Exceptional service remains one of the Company's key strengths, with continued achievement of key customer KPI's underpinning the growth strategy.

- Revenues increased from existing key customers across transport, warehouse operations, co-pack value-added solutions and store delivery services.

- The Company continued to grow with some of its largest customers due to high service levels, strong relationships and the ability to provide flexible, value-adding solutions, a key example of this was the introduction of seventy-five Double-Deck trailers that enabled the business to re-design major customer solutions, providing both financial and service benefits.

- The business continued to secure and develop work with major food manufacturers and retailers, further establishing Moran Logistics as a trusted partner for end-to-end logistics solutions, with daily deliveries into all major food retailers.

- Moran Logistics continued to work collaboratively with customers to manage the ongoing inflationary environment, while supporting cost-effective, efficient and sustainable logistics operations.

- The Company's broad customer proposition, asset base and operational expertise remain key differentiators in the market.

Operations

- Operational compliance remained a key focus during 2025 and a new and very experienced Fleet, Compliance & H&S Director was recruited. This will continue as a key priority in 2026 as the Company aims to achieve Earned Recognition status.

- New vehicles and trailers were added to the fleet to support customer growth, improve driver working conditions, reduce emissions and increase operational flexibility.

- Double-deck trailers continued to support road mile reduction, consolidation efficiencies and improved asset utilisation. This approach is expected to deliver further benefits as volumes grow.

- Technology remained a key focus area. Investment continued in vehicle maintenance systems, transport management systems and driver handheld technology to reduce administration, improve compliance, enhance customer visibility and support better management information.

- Additional capacity in Vehicle Maintenance Units helped reduce reliance on external providers, improve turnaround times and minimise vehicle downtime.

- The Company continued to maintain high compliance standards across transport and warehouse operations, including the continued achievement of BRCGS AA accreditation across facilities.

Financial risk management

Price risk

The Company continually seeks competitive and reliable suppliers and aims to build partnerships that are mutually beneficial and support long-term success. The Company will continue with this approach and will develop supplier relationships where they are strategically important.

The Company continues to work closely with suppliers and customers to manage inflationary pressure, labour cost increases, fuel volatility and other cost movements. Customer credit risk is managed through verification procedures, ongoing monitoring of receivable balances and appropriate insurance arrangements where available. Provision is made for doubtful debt where necessary.

Liquidity risk

The Company manages its cash and borrowing requirements to maximise interest income and minimise interest expense, whilst ensuring that sufficient liquid resources are available to meet operational needs.

Cash, working capital and borrowing requirements are reviewed regularly, with the Cash Conversion Cycle forming part of the Company's key performance indicators.

SECTION 172(1) STATEMENT

The following paragraphs summaries how the Director fulfills his duties.

ENGAGEMENT WITH EMPLOYEES

The Company is a family business and has a strong culture of communication, employee engagement and internal development. The Human Resources team remains actively involved in the development and support of employees. The Directors and senior management team hold regular discussions with teams across the business to ensure employees views are considered in business decisions.

Operational health and safety meetings continue to support improvement across the business and ensure the requirements of employees are considered in relation to safety, compliance and working practices.

The Company is committed to promoting diversity and ensuring equality of opportunity for all within the workplace, regardless of race, gender, age, sexual orientation, marital or civil partnership status, pregnancy, religion, belief, or disability. The Company is also committed to ensuring that its recruitment, employment, training and promotion processes are free from discrimination.

The Company does not condone or accept any form of human trafficking or slavery in its business and is committed to doing what it can to combat these practices.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

The Company continues to consider the requirements of all key stakeholders in the operation and development of its business. Key account reviews and strategic development meetings with customers ensure that Moran Logistics can align its future direction with customer priorities, including service, cost efficiency, sustainability, compliance and innovation. To support this, the company has continued to invest in its commercial, operational and support teams to enhance customer relationships, improve service levels and develop new value-adding solutions.

As a family business the Company values and supports both small local suppliers and larger strategic suppliers. Communication and supplier reviews may be formal or informal depending on the nature and importance of the relationship.

Investment in IT remains a core part of the Company's strategy. Continued investment in cyber security, transport systems, warehouse systems and operational technology, many now under-pinned by AI, helps ensure continuity of service, strengthens compliance and enhances the customer proposition.

The Company remains committed to offering flexibility and bespoke solutions to its partners.

STATEMENT OF CORPORATE GOVERNANCE ARRANGEMENTS

The Directors, with support from the management team, direct the Company's risk assessment, resource management, strategic planning and financial and operational management to ensure that obligations to shareholders and other stakeholders are understood and met.

The Company continues to maintain clear operational and financial KPI to monitor performance, manage risk and support decision-making.

FUTURE DEVELOPMENTS

Business Outlook

The financial results achieved in 2025 are very positive, particularly given the challenging macroeconomic trading environment and the continued forward investments made across the business.Turnover, operating profit and EBITDA all increased materially year-on-year, demonstrating the resilience of the business model and the strength of the Company's customer relationships.

Building on investments made in 2024 and 2025, Moran Logistics has continued to invest heavily in people, fleet and IT. These investments provide a strong platform for future growth and are expected to support significant improvements in profitability, stronger cash generation and further operational efficiency in 2026.

Operational compliance will be a key focus in 2026 as the Company aims to achieve Earned Recognition status, utilising some of the new technology solutions. This will further strengthen the Company's compliance culture and support its reputation with customers, regulators and other stakeholders.

The Company expects to take further benefits from the investments made in recent years, with a focus on growing profits and cash through improved asset utilisation, operational efficiency, disciplined cost management and enhanced management information.

Ongoing growth is expected from the Company's largest customers due to consistently high service levels, strong relationships and the provision of value-adding solutions across transport, warehousing, co-pack and store delivery operations.

Inflationary pressures are expected to continue into 2026 following increases in National Living Wage and the ongoing global conflicts. However plans are in place to mitigate these pressures through customer collaboration, commercial discipline and operational efficiency.

The investments made in health and safety, people, fleet, warehouse facilities and technology support the strategic aims of the business.  The business model of owning and controlling key assets continues to drive commercial, operational and flexibility benefits that differentiate Moran Logistics from many competitors.

Sustainability will remain an important part of the Company's strategy. Future investment plans continue to align with the Company's net zero roadmap and with customer sustainability objectives. The Company will continue to work collaboratively with customers to reduce road miles, increase efficiency and explore lower-carbon logistics solutions.

The senior leadership team will continue to use operational and financial key performance indicators to monitor profitability, working capital, compliance, service performance and asset utilisation. This approach will support disciplined decision-making and ensure that the business remains focused on sustainable growth.

ON BEHALF OF THE BOARD:

M Burrell - Director

7 September 2026

The directors present their report with the financial statements of the company for the year ended 30 December 2025.

PRINCIPAL ACTIVITY

DIVIDENDS

No interim dividends were paid on the Ordinary A or Ordinary B shares. The directors recommend that no final dividend be paid on these shares.

DIRECTOR

H P Moran held office during the whole of the period from 31 December 2024 to the date of this report.

Other changes in directors holding office are as follows:

M Burrell was appointed as a director after 30 December 2025 but prior to the date of this report.

DISABLED EMPLOYEES

The company gives full and fair consideration to applications for employment from disabled persons where the requirement of the job may be adequately covered by a handicapped or disabled person.

With regards to existing employees who became disabled, the company has continued to examine ways of providing continuing employment under normal terms and conditions and to provide training, career development and promotion where appropriate.

STREAMLINED ENERGY AND CARBON REPORTING

The business continues to actively investigate ways to become more energy efficient with a goal to become carbon neutral. The senior leadership team recognise the importance of social responsibility and limiting the impact on the environmental as an extremely high priority.

Key Environmental impacts:

- Emissions from vehicles utilised in operation

- Emissions from trailers with refrigerated units

- GHG emissions from chilled warehouse facilities

Key Actions being taken to reduce GHG emissions:

- All Moran Logistics facilities only purchase REGO (Renewable Energy of Guaranteed Origin) energy.

- Vehicle replacement programme to new Euro VI compliant with CO2 reducing features

- Heavy investment in the purchase of CNG (Compressed Natural Gas) vehicles

- Introduction of double-deck trailers removing significant road miles

- Use of power generators on trailers, replacing fossil fuels

- Increased maintenance on plant & equipment

- Partnership with Open Energy Source to accurately measure and benchmark new initiatives to support better

   decision making

- We are also investigating the installation of Solar panelling on one of our facilities in 2025 to support the increasing cost of energy, but to also over-generate so we can provide excess energy back into the national grid.

Overall Moran Logistics has reduced CO2 generated from 22.2k tonnes in 2024 to 20.1k tonnes in 2025.

In 2025 the energy consumption and associated carbon usage was evaluated as follows:

CO2 Generated

Per Employee

Tonnes/£    Revenue

Electricity (renewable

sources)

959 Tonnes

1.61 Tonnes

0.0108 Tonnes

Diesel (from logistics

services)

19,137 Tonnes

32.22 Tonnes

0.2154 Tonnes

Stationary combustion of

fuels and equipment

5 Tonnes

0.01 Tonnes

0.0001 Tonnes

Business travel

16 Tonnes

0.03 Tonnes

0.0001 Tonnes

Total

  20,117 Tonnes

33.87 Tonnes

0.2264 Tonnes

STATEMENT OF DIRECTORS' RESPONSIBILITIES

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

ON BEHALF OF THE BOARD:

M Burrell - Director

7 September 2026

Opinion

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report.  We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions in relation to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.  We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-

the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-

the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

-

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

-

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

-

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

-

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page eight, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- We identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge;

- We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, taxation legislation, employment and data protection;

- We assessed the extent of compliance with the laws and regulations identified above through making enquires of management and inspecting legal correspondence;

- Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assess the susceptibility of material misstatement within the Company's financial statements, including obtaining an understanding of how fraud might occur by:

- Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

- Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- Performed analytical procedures to identify any unusual or unexpected relationships;

- Tested journal entries to identify unusual transactions;

- Assessed whether judgement and assumptions made in determining accounting estimates were indicative of potential bias; and

- Investigated the rationale behind any significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- Agreeing financial statement disclosures to underlying supporting documentation;

- Reading the minutes of meetings of those charged with governance;

- Enquiring of management as to actual potential litigation and claims; and

- Reviewing correspondence.

Whilst our audit did not identify any significant matters relating to the detection of irregularities including fraud, and despite the audit being planned and conducted in accordance with ISAs (UK), there remains an unavoidable risk that material misstatements in the financial statements may not be detected owing to inherent limitations of the audit, and that by their very nature, any such instances of fraud or irregularity would likely involve collusion, forgery, intentional misrepresentations, or the override of internal controls.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Craig Hunter (Senior Statutory Auditor)

for and on behalf of S&W Audit

Statutory Auditor

Chartered Accountants

Q Court

3 Quality Street

Edinburgh

EH4 5BP

8 September 2026

TURNOVER

4

88,843,753

71,753,959

Cost of sales

(74,195,101

)

(59,261,410

)

GROSS PROFIT

14,648,652

12,492,549

Administrative expenses

(11,713,559

)

(10,301,717

)

OPERATING PROFIT

6

2,935,093

2,190,832

Interest receivable and similar income

-

18

2,935,093

2,190,850

Impairment of investments

8

(1,318,122

)

-

1,616,971

2,190,850

Interest payable and similar expenses

9

(1,595,854

)

(1,325,429

)

PROFIT BEFORE TAXATION

21,117

865,421

Tax on profit

10

(363,907

)

(293,996

)

(LOSS)/PROFIT FOR THE FINANCIAL

YEAR

(342,790

)

571,425

Retained earnings at beginning of year

10,228,672

9,657,247

RETAINED EARNINGS AT END OF

YEAR

9,885,882

10,228,672

FIXED ASSETS

Tangible assets

11

31,804,552

24,360,491

Investments

12

-

1,318,122

31,804,552

25,678,613

CURRENT ASSETS

Stocks

13

446,246

396,565

Debtors

14

14,813,711

16,905,763

Cash at bank

676,449

522,861

15,936,406

17,825,189

CREDITORS

Amounts falling due within one year

15

(25,206,680

)

(27,553,893

)

NET CURRENT LIABILITIES

(9,270,274

)

(9,728,704

)

TOTAL ASSETS LESS CURRENT

LIABILITIES

22,534,278

15,949,909

CREDITORS

Amounts falling due after more than one year

16

(10,663,290

)

(4,100,067

)

PROVISIONS FOR LIABILITIES

21

(1,984,906

)

(1,620,970

)

NET ASSETS

9,886,082

10,228,872

CAPITAL AND RESERVES

Called up share capital

22

200

200

Retained earnings

23

9,885,882

10,228,672

SHAREHOLDERS' FUNDS

9,886,082

10,228,872

The financial statements were approved by the Board of Directors and authorised for issue on 7 September 2026 and were signed on its behalf by:

M Burrell - Director

Cash flows from operating activities

Cash generated from operations

1

9,900,943

2,904,223

Interest paid

(810,460

)

(738,055

)

Interest element of hire purchase payments

paid

(785,394

)

(587,374

)

Invoice discounting fees

(741,314

)

(697,447

)

Tax paid

15

(17

)

Net cash from operating activities

7,563,790

881,330

Cash flows from investing activities

Purchase of tangible fixed assets

(5,442,275

)

(1,139,719

)

Purchase of fixed asset investments

-

(1,318,122

)

Sale of tangible fixed assets