Company registration number 06338066 (England and Wales)
PDS GROUP HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
PDS GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr Liam Kiely
Mr Sean Kiely
Mrs T A Wallace
(Appointed 8 December 2025)
Company number
06338066
Registered office
Logistics House
Portway Road
Oldbury
West Midlands
United Kingdom
B69 2BP
Auditor
bk plus Audit Limited
Azzurri House
Walsall Business Park
Walsall
England
WS9 0RB
PDS GROUP HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Profit and loss account
7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10 - 11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 32
PDS GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 1 -

The directors present the strategic report for the year ended 30 November 2025.

Review of the business

The group's turnover during the year from £12,902,443 for the year ended 30th November 2024 to £15,487,564 for the year ended 30th November 2025.

The group made a profit before tax of £342,359 in the year ended 30th November 2024 compared to a loss of £61,535 in the year ended 30th November 2024.

The group's net assets have increased from £4,968,671 as at 30th November 2024 to £5,015,801 as at 30th November 2025.

The directors believe that the group is continuing to grow and remains profitable to the focus on retaining the experienced and highly valuable drivers who continue to deliver an excellent service to customers.

Principal risks and uncertainties

The principal risks to the group is the shortage of skilled drivers in the labour market and increasing fuel costs. The directors will endeavour to monitor the impact of these issues by reviewing financial management information on a regular basis to determine what the impact on cash flow may be and will continue to develop its relationship with the bank to provide ongoing short term and long term finance to the company when needed.

Key performance indicators

The group monitors its performance against a number of criteria. These include the growth in the volume and value of sales, profitability, cash balances and net asset position on the balance sheet.

A gross profit margin of 23% (2024: 23%) has been achieved in the period. The group's balance sheet shows a strong net assets positions.

On behalf of the board

Mr Sean Kiely
Director
19 June 2026
PDS GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 2 -

The directors present their annual report and financial statements for the year ended 30 November 2025.

Principal activities

The principal activity of the company and group continued to be that of a holding company and the rental of property to a group company.

The principal activity of the group continued to be that of haulage logistics and transport contractors.

Results and dividends

The results for the year are set out on page 7.

Ordinary dividends were paid amounting to £177,300. The directors do not recommend payment of a further dividend.

Directors

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

Mr Liam Kiely
Mr Sean Kiely
Mrs T A Wallace
(Appointed 8 December 2025)
Auditor

In accordance with the company's articles, a resolution proposing that bk plus Audit Limited be reappointed as auditor of the group will be put at a General Meeting.

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.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitles to the medium-sized companies exemption.

On behalf of the board
Mr Sean Kiely
Director
19 June 2026
PDS GROUP HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 3 -

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.

PDS GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PDS GROUP HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of Pds Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2025 which comprise the group profit and loss account, 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 30 November 2025 and of the group's profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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.

PDS GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PDS GROUP HOLDINGS LIMITED
- 5 -
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.

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.

From the preliminary stages of the audit, we ensure our understanding of the entity is up to date. This includes, but is not limited to, current knowledge of their activities, the business and control environments, and their compliance with the applicable legal and regulatory frameworks. This information supports our risk identification and the subsequent design of audit procedures to mitigate those risks; ensuring that the audit evidence obtained is sufficient and appropriate to support our opinion.

In response to the risks identified, specific to this entity, we designed procedures which included, but were not limited to:

- Enquiry of management and those charged with governance around actual and potential litigation and claims;

- Reviewing minutes of meetings of those charged with governance, where available;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale for significant transactions outside the normal course of business.

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.

PDS GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PDS GROUP HOLDINGS LIMITED
- 6 -

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.

Keval Dattani ACA (Senior Statutory Auditor)
For and on behalf of bk plus Audit Limited, Statutory Auditor
Chartered Certified Accountants
Azzurri House
Walsall Road
Aldridge
WS9 0RB
19 June 2026
PDS GROUP HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 7 -
2025
2024
Notes
£
£
Turnover
3
15,487,565
12,902,443
Cost of sales
(11,917,851)
(9,889,422)
Gross profit
3,569,714
3,013,021
Administrative expenses
(3,053,277)
(2,970,592)
Exceptional item
-
0
253,920
Exceptional item
-
0
(253,920)
Operating profit
4
516,437
42,429
Interest receivable and similar income
7
1
1,675
Interest payable and similar expenses
8
(174,078)
(107,197)
Profit/(loss) before taxation
342,360
(63,093)
Tax on profit/(loss)
9
(119,488)
20,554
Profit/(loss) for the financial year
222,872
(42,539)
Profit/(loss) for the financial year is all attributable to the owners of the parent company.
PDS GROUP HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 8 -
2025
2024
£
£
Profit/(loss) for the year
222,872
(42,539)
Other comprehensive income
Revaluation of tangible fixed assets
2,369,000
2,369,000
Cash flow hedges gain arising in the year
-
0
-
0
Tax relating to other comprehensive income
(450,110)
(450,110)
Other comprehensive income for the year
1,918,890
1,918,890
Total comprehensive income for the year
2,141,762
1,876,351
Total comprehensive income for the year is all attributable to the owners of the parent company.
PDS GROUP HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
30 NOVEMBER 2025
30 November 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
11
260,453
-
0
Tangible assets
12
7,075,562
7,742,851
7,336,015
7,742,851
Current assets
Debtors
15
2,775,149
3,797,582
Cash at bank and in hand
686,662
537,390
3,461,811
4,334,972
Creditors: amounts falling due within one year
16
(3,461,535)
(4,670,142)
Net current assets/(liabilities)
276
(335,170)
Total assets less current liabilities
7,336,291
7,407,681
Creditors: amounts falling due after more than one year
17
(1,357,133)
(1,672,110)
Provisions for liabilities
Deferred tax liability
20
963,357
766,900
(963,357)
(766,900)
Net assets
5,015,801
4,968,671
Capital and reserves
Called up share capital
22
13,000
13,000
Share premium account
196,997
196,997
Revaluation reserve
1,918,890
1,918,890
Capital redemption reserve
10,213
10,213
Profit and loss reserves
2,876,701
2,829,571
Total equity
5,015,801
4,968,671
The financial statements were approved by the board of directors and authorised for issue on 19 June 2026 and are signed on its behalf by:
19 June 2026
Mr Sean Kiely
Director
Company registration number 06338066 (England and Wales)
PDS GROUP HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 30 NOVEMBER 2025
30 November 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
11
260,453
-
0
Tangible assets
12
7,075,562
7,742,851
Investments
13
20,410
20,410
7,356,425
7,763,261
Current assets
Debtors
15
1,399,425
1,124,707
Cash at bank and in hand
35,109
123,271
1,434,534
1,247,978
Creditors: amounts falling due within one year
16
(2,375,221)
(1,937,054)
Net current liabilities
(940,687)
(689,076)
Total assets less current liabilities
6,415,738
7,074,185
Creditors: amounts falling due after more than one year
17
(1,079,466)
(1,661,276)
Provisions for liabilities
Deferred tax liability
20
963,357
766,900
(963,357)
(766,900)
Net assets
4,372,915
4,646,009
Capital and reserves
Called up share capital
22
13,000
13,000
Share premium account
196,997
196,997
Revaluation reserve
1,918,890
1,918,890
Capital redemption reserve
10,213
10,213
Profit and loss reserves
2,233,815
2,506,909
Total equity
4,372,915
4,646,009
PDS GROUP HOLDINGS LIMITED
COMPANY BALANCE SHEET (CONTINUED)
AS AT 30 NOVEMBER 2025
30 November 2025
- 11 -

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 loss for the year was £95,794 (2024 - £24,624 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 19 June 2026 and are signed on its behalf by:
19 June 2026
Mr Sean Kiely
Director
Company registration number 06338066 (England and Wales)
PDS GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 12 -
Share capital
Share premium account
Revaluation reserve
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 December 2023
13,000
196,997
-
0
10,213
3,018,110
3,238,320
Year ended 30 November 2024:
Loss for the year
-
-
-
-
(42,539)
(42,539)
Other comprehensive income:
Revaluation of tangible fixed assets
-
-
2,369,000
-
-
2,369,000
Tax relating to other comprehensive income
-
-
(450,110)
-
-
0
(450,110)
Total comprehensive income
-
-
1,918,890
-
(42,539)
1,876,351
Dividends
10
-
-
-
-
(146,000)
(146,000)
Balance at 30 November 2024
13,000
196,997
1,918,890
10,213
2,829,571
4,968,671
Year ended 30 November 2025:
Profit for the year
-
-
-
-
222,872
222,872
Other comprehensive income:
Revaluation of tangible fixed assets
-
-
2,369,000
-
-
2,369,000
Tax relating to other comprehensive income
-
-
(450,110)
-
-
0
(450,110)
Total comprehensive income
-
-
1,918,890
-
222,872
2,141,762
Dividends
10
-
-
-
-
(177,300)
(177,300)
Balance at 30 November 2025
13,000
196,997
1,918,890
10,213
2,876,701
5,015,801
PDS GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 13 -
Share capital
Share premium account
Revaluation reserve
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 December 2023
13,000
196,997
-
0
10,213
2,677,532
2,897,742
Year ended 30 November 2024:
Loss for the year
-
-
-
-
(24,623)
(24,623)
Other comprehensive income:
Revaluation of tangible fixed assets
-
-
2,369,000
-
-
2,369,000
Tax relating to other comprehensive income
-
-
(450,110)
-
-
0
(450,110)
Total comprehensive income
-
-
1,918,890
-
(24,623)
1,894,267
Dividends
10
-
-
-
-
(146,000)
(146,000)
Balance at 30 November 2024
13,000
196,997
1,918,890
10,213
2,506,909
4,646,009
Year ended 30 November 2025:
Profit for the year
-
-
-
-
(95,794)
(95,794)
Other comprehensive income:
Revaluation of tangible fixed assets
-
-
2,369,000
-
-
2,369,000
Tax relating to other comprehensive income
-
-
(450,110)
-
-
0
(450,110)
Total comprehensive income
-
-
1,918,890
-
(95,794)
1,823,096
Dividends
10
-
-
-
-
(177,300)
(177,300)
Balance at 30 November 2025
13,000
196,997
1,918,890
10,213
2,233,815
4,372,915
PDS GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 14 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
1,615,959
922,386
Interest paid
(174,078)
(107,197)
Income taxes refunded/(paid)
32,452
(57,936)
Net cash inflow from operating activities
1,474,333
757,253
Investing activities
Purchase of intangible assets
(267,131)
-
Purchase of tangible fixed assets
(186,042)
(1,801,524)
Proceeds from disposal of tangible fixed assets
85,011
94,925
Interest received
1
1,675
Net cash used in investing activities
(368,161)
(1,704,924)
Financing activities
Repayment of borrowings
84,000
-
Repayment of bank loans
(89,209)
163,372
Payment of finance leases obligations
(774,391)
723,446
Dividends paid to equity shareholders
(177,300)
(146,000)
Net cash (used in)/generated from financing activities
(956,900)
740,818
Net increase/(decrease) in cash and cash equivalents
149,272
(206,853)
Cash and cash equivalents at beginning of year
537,390
744,243
Cash and cash equivalents at end of year
686,662
537,390
PDS GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 15 -
1
Accounting policies
Company information

Pds Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Logistics House, Portway Road, Oldbury, West Midlands, B69 2BP.

The group consists of Pds Group Holdings Limited and all of its subsidiaries.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Pds Group Holdings 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 30 November 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.

PDS GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 16 -

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.

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

A t the time of approving the financial statements, t he directors have a reasonable expectation that the group and parent company ha ve adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Revenue

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

PDS GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
33% & 10% Straight Line
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
2% on cost
Freehold property improvements
5% on cost
Fixtures and fittings
33% on cost and 15% reducing balance
Computers
33% on cost
Motor vehicles
25% on reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

PDS GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 18 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the g roup’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent c ompany financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

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.

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
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

PDS GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.12
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.

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.

PDS GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 20 -
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.

1.13
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.

1.14
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.

PDS GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
1
Accounting policies
(Continued)
- 21 -

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.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17
Leases
As lessee

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.

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.

PDS GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 22 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Deferred Tax

Management estimation is required to determine the amount of deferred tax asset that can be recognised, based upon likely timing and level of future taxable profits

Impairment of trade receivables

The company makes an estimate of the recoverable amount of trade and other debtors. When assessing impairment of trade and other receivables, management considers factors including the credit rating of the receivable, the ageing profile of receivables and historical experience.

Useful economic life of non-current assets

Management estimate the useful economic life of non-current assets based on the period over which the asset is expected to be used and provide for depreciation accordingly. Where an indication of impairment is identified the estimation of recoverable value requires estimation.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Haulage and Warehouse Services
15,487,565
12,902,443
2025
2024
£
£
Other revenue
Interest income
1
1,675
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses
10,555
18,983
Depreciation of tangible fixed assets
757,099
705,139
Loss on disposal of tangible fixed assets
12,780
37,263
Amortisation of intangible assets
6,678
-
Operating lease charges
(69,754)
(237,421)
PDS GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 23 -
5
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
5,015
4,205
Audit of the financial statements of the company's subsidiaries
10,860
10,925
15,875
15,130
6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
162
125
0
0

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
6,408,396
4,368,324
-
0
-
0
Social security costs
612,797
455,765
-
-
Pension costs
154,341
104,738
-
0
-
0
7,175,534
4,928,827
-
0
-
0
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
1
7
Other interest income
-
1,668
Total income
1
1,675
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
1
7
PDS GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 24 -
8
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
88,998
36,125
Other finance costs:
Interest on finance leases and hire purchase contracts
85,080
70,241
Other interest
-
831
Total finance costs
174,078
107,197
9
Taxation
2025
2024
£
£
Current tax
Adjustments in respect of prior periods
(47,431)
(31,615)
Deferred tax
Origination and reversal of timing differences
166,919
11,061
Total tax charge/(credit)
119,488
(20,554)

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

2025
2024
£
£
Profit before taxation
342,360
61,535
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25% (2024: 19%)
85,590
(11,692)
Effects of:
Expenses that are not deductible in determining taxable profit
203,915
170,641
Income not taxable in determining taxable profit
-
0
(318)
Unutilised tax losses carried forward
(711)
2,600
Change in unrecognised deferred tax assets
(192)
(124)
Adjustments in respect of prior years
(97,089)
(31,615)
Group relief
(237,405)
-
0
Permanent capital allowances in excess of depreciation
(38,393)
-
0
Other timing difference
-
0
(161,231)
Change in deferred tax liability
203,773
11,185
Taxation charge/(credit) in the financial statements
119,488
(20,554)
PDS GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
9
Taxation
(Continued)
- 25 -

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2025
2024
£
£
Deferred tax arising on:
Revaluation of property
450,110
450,110
10
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Final paid
177,300
146,000
11
Intangible fixed assets
Group
Goodwill
Software
Total
£
£
£
Cost
At 1 December 2024
110,000
24,812
134,812
Additions
-
0
267,131
267,131
At 30 November 2025
110,000
291,943
401,943
Amortisation and impairment
At 1 December 2024
110,000
24,812
134,812
Amortisation charged for the year
-
0
6,678
6,678
At 30 November 2025
110,000
31,490
141,490
Carrying amount
At 30 November 2025
-
0
260,453
260,453
At 30 November 2024
-
0
-
0
-
0
PDS GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
11
Intangible fixed assets
(Continued)
- 26 -
Company
Software
£
Cost
At 1 December 2024
24,812
Additions
267,131
At 30 November 2025
291,943
Amortisation and impairment
At 1 December 2024
24,812
Amortisation charged for the year
6,678
At 30 November 2025
31,490
Carrying amount
At 30 November 2025
260,453
At 30 November 2024
-
0
12
Tangible fixed assets
Group
Freehold land and buildings
Freehold property improvements
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 December 2024
4,988,840
161,621
860,747
177,179
3,177,819
9,366,206
Additions
-
0
-
0
31,093
2,247
152,702
186,042
Disposals
-
0
-
0
-
0
-
0
(172,768)
(172,768)
At 30 November 2025
4,988,840
161,621
891,840
179,426
3,157,753
9,379,480
Depreciation and impairment
At 1 December 2024
128,653
33,256
377,419
91,326
992,700
1,623,354
Depreciation charged in the year
99,777
8,081
73,201
39,698
536,342
757,099
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
(76,535)
(76,535)
At 30 November 2025
228,430
41,337
450,620
131,024
1,452,507
2,303,918
Carrying amount
At 30 November 2025
4,760,410
120,284
441,220
48,402
1,705,246
7,075,562
At 30 November 2024
4,860,187
128,366
483,328
85,853
2,185,117
7,742,851
PDS GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
12
Tangible fixed assets
(Continued)
- 27 -
Company
Freehold land and buildings
Freehold property improvements
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 December 2024
4,988,840
161,621
860,747
177,179
3,177,819
9,366,206
Additions
-
0
-
0
31,093
2,247
152,702
186,042
Disposals
-
0
-
0
-
0
-
0
(172,768)
(172,768)
At 30 November 2025
4,988,840
161,621
891,840
179,426
3,157,753
9,379,480
Depreciation and impairment
At 1 December 2024
128,653
33,256
377,419
91,326
992,700
1,623,354
Depreciation charged in the year
99,777
8,081
73,201
39,698
536,342
757,099
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
(76,535)
(76,535)
At 30 November 2025
228,430
41,337
450,620
131,024
1,452,507
2,303,918
Carrying amount
At 30 November 2025
4,760,410
120,284
441,220
48,402
1,705,246
7,075,562
At 30 November 2024
4,860,187
128,366
483,328
85,853
2,185,117
7,742,851
13
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
20,410
20,410
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 December 2024 and 30 November 2025
20,410
Carrying amount
At 30 November 2025
20,410
At 30 November 2024
20,410
PDS GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 28 -
14
Subsidiaries

Details of the company's subsidiaries at 30 November 2025 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Panic Deliveries
1
Ordinary A shares
100.00
PDS Direct Limited
1
Ordinary shares
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Logistics House, Portway Road, Oldbury, West Midlands, United Kingdom, B69 2BP
15
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,901,871
2,964,464
1
35,924
Corporation tax recoverable
47,431
32,452
47,431
-
0
Amounts owed by group undertakings
-
0
-
0
914,439
604,474
Other debtors
696,927
612,948
388,228
330,877
Prepayments and accrued income
99,025
187,361
49,326
153,432
2,745,254
3,797,225
1,399,425
1,124,707
Deferred tax asset (note 20)
29,895
357
-
0
-
0
2,775,149
3,797,582
1,399,425
1,124,707
16
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
18
100,835
135,592
90,000
115,592
Obligations under finance leases
19
652,416
888,615
652,416
888,615
Other loans
18
84,000
-
0
-
0
-
0
Trade creditors
733,463
774,768
-
0
75,759
Amounts owed to group undertakings
-
0
-
0
1,618,709
826,012
Other taxation and social security
453,907
404,058
-
0
-
0
Other creditors
1,354,973
2,370,173
324
184
Accruals and deferred income
81,941
96,936
13,772
30,892
3,461,535
4,670,142
2,375,221
1,937,054
PDS GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 29 -
17
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
18
734,800
789,252
734,800
778,418
Obligations under finance leases
19
344,666
882,858
344,666
882,858
Other creditors
277,667
-
0
-
0
-
0
1,357,133
1,672,110
1,079,466
1,661,276
18
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
835,635
924,844
824,800
894,010
Other loans
84,000
-
0
-
0
-
0
919,635
924,844
824,800
894,010
Payable within one year
184,835
135,592
90,000
115,592
Payable after one year
734,800
789,252
734,800
778,418

Lloyds Bank and Lloyds Bank Commercial Finance both hold fixed and floating charges over all assets and operations of the company. Lloyds Bank also holds a guarantee and set off agreement whereby that any cash held by the company with Lloyds Bank is used as security against the loans of other group companies with Lloyds Bank.

19
Finance lease obligations
Group
Company
2025
2024
2025
2024
Amounts due:
£
£
£
£
Current liabilities
652,416
888,615
652,416
888,615
Non-current liabilities
344,666
882,858
344,666
882,858
997,082
1,771,473
997,082
1,771,473

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

PDS GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 30 -
20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company:

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Group
£
£
£
£
Accelerated capital allowances
512,783
316,790
-
-
Tax losses
464
-
29,895
357
Revaluations
450,110
450,110
-
-
963,357
766,900
29,895
357
Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Company
£
£
£
£
Accelerated capital allowances
512,783
316,790
-
-
Tax losses
464
-
-
-
Revaluations
450,110
450,110
-
-
963,357
766,900
-
-
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 December 2024
766,543
766,900
Charge to profit or loss
166,919
196,457
Liability at 30 November 2025
933,462
963,357

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
154,341
104,738

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

PDS GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
- 31 -
22
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A Shares of £1 each
3,250
3,250
3,250
3,250
Ordinary B Shares of £1 each
2,600
2,600
2,600
2,600
Ordinary C Shares of £1 each
650
650
650
650
Ordinary D Shares of £1 each
3,250
3,250
3,250
3,250
Ordinary E Shares of £1 each
2,600
2,600
2,600
2,600
Ordinary F Shares of £1 each
650
650
650
650
13,000
13,000
13,000
13,000
23
Related party transactions
Transactions with related parties

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2025
2024
£
£
Group
PDS Direct Ireland
256,938
387,006

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2025
2024
Balance
Balance
£
£
Group
PDS Warehousing LLP
289,195
327,625
PDS Direct Holdings
224,747
161,247
Company
PDS Warehousing LLP
63,996
63,996
PDS Direct Holdings
204,747
141,247
Other information

The company has taken advantage of the exemption under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK an Ireland' section 33.1 not to disclose related party transactions with wholly owned subsidiaries within the group.

24
Directors' transactions
PDS GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2025
24
Directors' transactions
(Continued)
- 32 -
Advances
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
Mr Liam Kiely - Directors Loan
-
(97)
28,703
(28,810)
(204)
Mr Sean Kiely - Directors Loan
-
(86)
9,276
(9,240)
(50)
Mrs T A Wallace - Directors Loan
-
-
380
(450)
(70)
(183)
38,359
(38,500)
(324)
25
Controlling party

The ultimate controlling party for PDS Group Holdings Limited is Mr Sean Kiely.

26
Cash generated from group operations
2025
2024
£
£
Profit/(loss) after taxation
222,872
(42,539)
Adjustments for:
Taxation charged/(credited)
119,487
(20,555)
Finance costs
174,078
107,197
Investment income
(1)
(1,675)
Loss on disposal of tangible fixed assets
12,780
37,263
Amortisation and impairment of intangible assets
6,678
-
Depreciation and impairment of tangible fixed assets
757,099
705,139
Movements in working capital:
Decrease/(increase) in debtors
1,066,950
(3,764,773)
(Decrease)/increase in creditors
(743,984)
3,645,935
Cash generated from operations
1,615,959
665,992
27
Analysis of changes in net debt - group
1 December 2024
Cash flows
30 November 2025
£
£
£
Cash at bank and in hand
537,390
149,272
686,662
Borrowings excluding overdrafts
(924,844)
5,209
(919,635)
Payment of finance leases obligations
(1,771,473)
774,391
(997,082)
(2,158,927)
928,872
(1,230,055)
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