GB Europe Holdings Limited
Annual Report and Financial Statements
For the year ended 31 December 2022
Company Registration No. 13411913 (England and Wales)
GB Europe Holdings Limited
Company Information
Director
I R Liddell
Secretary
N Brooks
Company number
13411913
Registered office
8 Lloyd's Avenue
London
England
EC3N 3EL
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
GB Europe Holdings Limited
Contents
Page
Strategic report
1 - 5
Director's report
6 - 8
Director's responsibilities statement
9
Independent auditor's report
10 - 13
Group profit and loss account
14
Group statement of comprehensive income
15
Group balance sheet
16 - 17
Company balance sheet
18
Group statement of changes in equity
19
Company statement of changes in equity
20
Group statement of cash flows
21
Notes to the financial statements
22 - 49
GB Europe Holdings Limited
Strategic Report
For the year ended 31 December 2022
Page 1

The director presents the strategic report for the year ended 31 December 2022.

 

Business Review

 

The main activities of the group are provisioning global supply chain management services and international freight services by sea, air, and land to manufacturers, retailers and other customer around the world. Activities are rendered through various group entities that are specialized in providing the respective services. By combining services from various group entities the group is able to satisfy the demand of customer for integrated and highly specialized logistics solutions.

 

The strategy of the group is to constantly extend and improve its service offering – also by making acquisitions or setting up joint ventures. By constantly extending and improving the service offering the group is aiming to provide first class service and flexible solutions for complex problems of customer to build long term business relationships and partnerships.

Post the start of the COVID pandemic shipping via ocean containers became exceptionally challenging and this led to a massive increase in sea freight pricing, increasing cost and revenue by a multiple of 10 between 2020 and beginning of 2022. During 2022 the trend reversed and although freight rates, in particular on routes between Asia and UK / Europe, remained high in the first half of the year they have fallen substantially since then reaching lows by the end of the year that have not been seen on these trades for many years. Since the Asia to UK / Europe is one of the core businesses of the group, this has resulted in a significant drop in revenue during 2022 compared to 2021.

 

Container freight rates on other markets – namely UK / Europe to US remained more stable during 2022 and only saw a major downturn at the beginning of 2023.

 

Even in this challenging market environment the group was able to demonstrate its positions as one of the largest private owned UK based Supply Chain management and International Logistics groups: While turnover has decreased to £931,179,000 for the 12 month period to December 2022 from £1,700,622,000 for the 18 months to December 2021, the group was able to increase its gross profit margin to 34.3% in 2022 (2021: 26.4%). Profit before tax has decreased to £101,898,000 for the 12 months period to December 2022 from £340,587,000 for the 18 months period to December 2021.

 

Based on the good performance the group was able to further increase its net asset position to £484,928,000 (2021: £395,610,000). The strong capitalisation allows the group to operate without any third party financing whilst at the same time being able to organically grow from a strong balance sheet position. The group also looks for opportunities to invest in or to acquire other businesses to grow and / or to extend its product offering.

 

The COVID Crisis had led to supply chain disruptions for many industries and created the demand for flexible and reliable solutions. The group is aiming to deliver these to its customers by not only focussing on transportation and logistics services but fully integrated supply chain management solutions – becoming a valued partner rather than just a supplier for its customer. To achieve this the group can provide additional services and create additional value for the customer – with services ranging from customs consultancy over training for staff to software development. By bundling these services the group will continue extending its portfolio of one-stop shop solutions.

 

The group continues to extend its network of strategic partners around the world. By building these long-term relationships with partners the group can ensure a high level of operational excellence and standardized quality of services for its customers.

GB Europe Holdings Limited
Strategic Report (Continued)
For the year ended 31 December 2022
Page 2

Based on the above the group in 2022 has attracted additional business from Commercial and Government clients with significant volumes due to the market struggling to provide comparable solutions and has achieved good customer loyalty (with many customers being partners for many years). All services across sea, air, road, rail, warehousing, and distribution have seen a significant increase in volumes in 2022 as the Group’s comprehensive supply chain solutions are unique.

 

Overall, the speed the business has been able to adjust to the changing demands created by the pandemic and subsequent global supply chain disruptions and capacity issues has made the group’s services even more attractive to customers. By having proven that the group can provide solutions and minimize the impact of supply chain challenges for its customer the directors consider that the group is in a good position to strengthen its position in the market.

 

Future Developments

Extending the portfolio of supply chain related services, focusing on customer satisfaction to achieve an even higher customer loyalty and to win additional business (both in terms of quantity and regional coverage) are the key strategic aims for 2024 and beyond.

 

The steep drop-in sea freight rates in 2022 for the Asia to UK / Europe trade continued during the start of 2023 – stabilising at a very low level. Also, at the beginning of 2023 freight rates on the UK / Europe to US trade started to drop. At the end of 2023, the Huthi started attacking vessels on their passage through the Red Sea and heading towards Suez Canal. This finally led to a situation where most of the main shipping lines decided to “play safe” and to re-route their vessels around the Cape of Good Hope, Africa’s most southeastern point which does significantly increase the transit time for goods and again led to a situation where freight rates and lead times increased significantly, and customers had to start of thinking how to protect their supply chains.

 

While it is still to be seen how long this situation will persist the group finds itself in a good position to offer solutions to its customers – utilising the knowledge and network created in previous years.

 

Looking at the overall market situation, interest rates in the UK / Europe and many other countries of the world increased; as well inflation rates remaining high most of the time in 2023 and only started dropping around the end of 2023. This together with political uncertainties (like the Ukraine Crisis, the Hamas attacks on Israel at the end of 2023 and the Red Sea situation) does have a negative impact on demand and led to a decrease in cargo volumes.

 

Despite the drop in volumes but based on being able to provide specialized solutions to its customers the group still expects a strong performance in the future.

 

Principal risks and uncertainties

 

The directors have considered the principal risks and uncertainties the group is facing and which continue to be actively monitored.

 

Foreign currency risk

The group has both customers and supplier payments respectively being made in currencies other than GBP. Where appropriate the group controls its foreign currency risk by trying to first align collection and paying currency (e.g. freight revenue collected in USD and sea freight paid in USD). Beyond this the group aims to agree on transactions in GBP where possible. On a group level the overall situation for all group companies is reviewed on a regular basis and corrective measures are taken, if required.

GB Europe Holdings Limited
Strategic Report (Continued)
For the year ended 31 December 2022
Page 3

Credit risks

Various customers of the group have credit terms. To avoid any bad debt, the group has a credit worthiness and credit limit check process. When a customer passes the check, credit can be granted and a credit limit is agreed. Credit worthiness and credit limits are reviewed on a regular basis. Accounts receivable overdue are monitored on a regular basis and reports are also provided to the directors.

 

Liquidity Risk / Finance Risk

The liquidity of the individual group companies and on group level is monitored by the Group Treasury Function on a regular basis. Given the financial strength of the group the risk is considered low.

 

The group does not have any material long term financing in place with third parties which does mean that changes in interest rates on the market would not have any material impact on the group.

 

Trading risks

Markets have become very volatile. On the one hand rates and volumes have fluctuated, on the other hand costs have increased above inflation (including e.g. utility bills, fuel / energy prices and wages).

 

The group has taken actions to limit or reduce its trading risks. The group takes care that it serves multiple industry sectors (foodstuff, automotive, healthcare etc.) and that the customer base is a mix of small, medium and large customers without creating too much dependencies from a single customer or industry sectors. By offering full supply chain solutions the company achieves a customer loyalty above average, reducing the risk of a loss of customer.

 

The group offers a wide range of services. Such diversification does help to further reduce the trading risk.

 

The group also ensures that its costs are covered and that contracts are adjusted, when needed. The COVID Crisis had shown that freight rates can become very volatile and go up and down very quickly. The Group has considered this in its contracts with customers.

 

Russia – Ukraine Crisis

The group does not and did not have any major business related to Russia and / or the Ukraine. However, the Russia / Ukraine conflict does have an indirect impact on the business. The most obvious is the increase in energy prices that led to an increase in freight rates. This has been covered as part of the “trading risk” described above.

 

Another aspect of the Russia – Ukraine Crisis is the shock it generated for the global economy – for example with food prices going up and consumers being reluctant to buy respectively shifting their buying power to more “essential” goods. This has led to a general reduction in volumes in the market and a shift of cargo flows.

 

While the general drop in volumes can have an impact on the business of the group, the group is confident that the shift in cargo flows does also constitute an opportunity to provide dedicated solutions to its customers (and to build new customer relationships). The directors will continue to monitor the situation and will take corrective measures, if required.

 

Red Sea – Huthi Attacks

 

The Red Sea situation is impacting various aspects and it is difficult to predict the overall effect this will have on the economy long term. The group has major cargo streams that went through the Red Sea and are now re-routed around Africa – obviously at much higher freight rates.

 

Short term this situation has created a demand for solutions to secure the supply chains since there is an interruption of some weeks between cargo arriving on the last vessel taking the “normal” route and the arrival of the first vessel taking the longer route. With its experience and network the group can offer solutions to its customers to limit the impact during the transition period.

 

GB Europe Holdings Limited
Strategic Report (Continued)
For the year ended 31 December 2022
Page 4
Key performance indicators

The group’s key performance indicators are turnover, gross margin and profit before tax, details of which are set out above in the strategy and business model of the group. These indicators and performance are monitored both against budget / forecast and past performance to identify and analyse trends.

Other performance indicators

The group’s main objective is to provide best of class service to its customers in a highly competitive market. In particular with some big customers, certain KPIs are agreed and reviewed on a regular basis (like quality of service or punctuality).

 

On a global basis the group monitors new / lost customers, customer satisfaction, customer loyalty and analyses customer feedback on demand for new service offerings. Also, performance of suppliers is monitored (e.g. reliability).

 

Besides the above, specific KPIs exist for certain areas of the business (e.g. warehousing pick accuracy).

Other information and explanations

The group considers its staff as one of its key assets and strengths. In this context the group monitors staff turnover, reasons for departures and encourages staff to participate in trainings. Operating in an international environment and embracing diversity in the workplace are considered key factors for success.

 

The directors consider that being one of the largest private owned UK based Supply Chain management and International Logistics groups the group comes with social responsibility. The group has implemented a group charity committee to identify projects that are supported by the group.

 

International trade causes emissions. The group considers itself to be in a good position to develop tailor made solutions for customer to reduce emissions. Emissions caused by operations of group entities are monitored and measures to reduce emissions are taken where possible.

 

Prior Year Adjustments

 

There are prior year adjustments made to the financial statements outlined in detail in note 36 and the key components are as follows:

 

The group recognised a provision in relation to claims against group companies in respect of services rendered. The Directors have made a re-assessment of the individual cases and based on the re-assessment the Directors have revised their best estimate of the amount required to settle the potential liability. The Directors have also made a re-assessment on the uncertainty and timing of accruals and re-classified the expected liability as a provision rather than an accrual.

 

Based on the requirements of FRS 102 Section 23 revenue recognition of the group’s liner shipping activity was changed from voyage end to accounting to percentage of completion recognition. Based on a change in the actual use of the group’s property some property that was previously held as investment property has been reclassified as property, plant and equipment.

 

 

GB Europe Holdings Limited
Strategic Report (Continued)
For the year ended 31 December 2022
Page 5
Promoting the success of the group

Section 172 (1) of the Companies Act 2006 requires every director of a group to act in a manner they consider, in good faith, that will be most likely to promote the success of the group for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

 

 

It is important for the business to engage with its various stakeholders in a manner that gives us a better understanding of their interest and concerns in a manner that promotes strong sustainable successful business.

 

The group recognises the importance of retention and development of talented employees to the ongoing success of the business. Employees are encouraged to develop their skills and we have regular training available to all levels of staff.

 

We consider our supplier relationships as critical to our overall success. We continue to build strong relationships with both existing and new suppliers allowing us to react quickly to the constantly changing market and to supply market leading solutions to our customers.

 

We aim to build long term relationships with our customers by providing them with solutions that ensure the smooth running of their supply chain, our scope of services across sea, air, road, rail, warehousing, distribution, customs, and technology offer a unique and comprehensive supply chain solution.

 

The directors and various senior management boards have acted to maximise profit and cash flow in order to create shareholder value.

 

The group is committed to minimising its effect on the environment through the efficient use of resources, the reduction of waste and carbon emissions, recycling, and transport planning.

On behalf of the board

8 April 2024
GB Europe Holdings Limited
Director's Report
For the year ended 31 December 2022
Page 6

The director presents his annual report and financial statements for the year ended 31 December 2022.

Principal activities

The principal activity of the company and continued to be that of providing supply chain management services and logistics solutions for goods by land, sea and air.

Business review

Information regarding business review, future developments and risk management can be found in the strategic report on pages 1 to 5.

Director

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

I R Liddell
Results and dividends

No ordinary dividends were paid. The director does not recommend payment of a further dividend.

Supplier payment policy

The group's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).

 

The group's current policy concerning the payment of trade creditors is to:

 

Trade creditors of the group at the year end were equivalent to 46 (2021: 41) day's purchases, based on the average daily amount invoiced by suppliers during the year.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

 

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

Post reporting date events

Since the balance sheet date, the group has acquired interests in 2 businesses for consideration of approximately £5,000,000 and land for a consideration of £18,000,000.

GB Europe Holdings Limited
Director's Report (Continued)
For the year ended 31 December 2022
Page 7
Auditor

Moore Kingston Smith LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Energy and carbon report

In line with the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 our energy use and greenhouse gas (GHG) emissions are set out below.

 

This data relates to UK emissions for the 12-month period from 1 January 2022 to 31 December 2022.

 

This disclosure includes emissions in relation to Uniserve Limited, Metro Shipping and 50% of DG International Group Limited (a joint venture) being the significant components of the group.

 

Comparative information was not prepared.

2022
Energy consumption
kWh
Aggregate of energy consumption in the year
69,315,513
2022
Emissions of CO2 equivalent
metric tonnes
Scope 1 - direct emissions
- Gas combustion
456.00
- Fuel consumed for owned transport
13,744.00
14,200.00
Scope 2 - indirect emissions
- Electricity purchased
1,929.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the - Fuel consumed for transport not owned
64.00
Total gross emissions
16,193.00
Intensity ratio
Tonnes CO2e per £1m Turnover
17.208
Quantification and reporting methodology

The boundaries of this report are based on operational control. We report our emissions with reference to the latest Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol). In accordance with the 2018 Regulations, the energy use and associated greenhouse gas emissions are for those within the UK only that come under the operational control boundary. The 2022 UK Government GHG Conversion Factors for Company Reporting published by the UK Department for Environment Food & Rural Affairs (DEFRA) are used to convert energy use in our operations to emissions of CO2e. Carbon emission factors for purchased electricity calculated according to the ‘location-based grid average’ method. This reflects the average emission of the grid where the energy consumption occurs. Data sources include billing, invoices and the organisations internal systems. For transport data where actual usage data (e.g. litres) was unavailable conversions were made using average fuel consumption factors to estimate the usage based on miles travelled.

GB Europe Holdings Limited
Director's Report (Continued)
For the year ended 31 December 2022
Page 8
Intensity measurement

We have chosen to report our gross emissions against £m turnover.

Measures taken to improve energy efficiency

The following energy efficiency actions have been undertaken in FYE 2022:

 

 

For more information, please see our ESG Report. https://uniserve.co.uk/sustainability

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.

On behalf of the board
8 April 2024
GB Europe Holdings Limited
Director's Responsibilities Statement
For the year ended 31 December 2022
Page 9

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

 

 

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

GB Europe Holdings Limited
Independent Auditor's Report
To the Members of GB Europe Holdings Limited
Page 10
Opinion

We have audited the financial statements of GB Europe Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 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:

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 director's 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 director 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 director is 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.

GB Europe Holdings Limited
Independent Auditor's Report (Continued)
To the Members of GB Europe Holdings Limited
Page 11

Opinions on other matters prescribed by the Companies Act 2006

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

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 identified material misstatements in the Strategic Report or the Director's Report.

 

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:

 

Responsibilities of director

As explained more fully in the Director's Responsibilities Statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or parent company or to cease operations, or has no realistic alternative but to do so.

GB Europe Holdings Limited
Independent Auditor's Report (Continued)
To the Members of GB Europe Holdings Limited
Page 12
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.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

GB Europe Holdings Limited
Independent Auditor's Report (Continued)
To the Members of GB Europe Holdings Limited
Page 13

Explanation as to what extent the audit was considered capable of detecting irregularities, including

fraud

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 objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

 

Our approach was as follows:

Ÿ

 

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

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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.

Jonathan Sutcliffe (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
8 April 2024
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
GB Europe Holdings Limited
Group Profit and Loss Account
For the year ended 31 December 2022
Page 14
Year
18 months
ended
ended
31 December
31 December
2022
2021
as restated
Notes
£'000
£'000
Turnover
3
931,179
1,700,622
Cost of sales
(610,321)
(1,252,369)
Gross profit
320,858
448,253
Administrative expenses
(187,472)
(128,896)
Other operating income
3,201
1,322
Fair value movements
(33,234)
8,920
Operating profit
4
103,353
329,599
Share of profits of associates
6,504
3,852
Income from other fixed asset investments
7,462
4,605
Interest receivable and similar income
8
1,773
2,791
Interest payable and similar expenses
9
(17,194)
(260)
Profit before taxation
101,898
340,587
Tax on profit
10
(16,771)
(59,293)
Profit for the financial year
85,127
281,294
Profit for the financial year is attributable to:
- Owners of the parent company
85,628
281,241
- Non-controlling interests
(501)
53
85,127
281,294

The notes on pages 22 to 49 form part of these financial statements.

GB Europe Holdings Limited
Group Statement of Comprehensive Income
For the year ended 31 December 2022
Page 15
Year
18 months
ended
ended
31 December
31 December
2022
2021
as restated
£'000
£'000
Profit for the year
85,127
281,294
Other comprehensive income
Currency translation loss taken to retained earnings
(25)
-
0
Total comprehensive income for the year
85,102
281,294
Total comprehensive income for the year is attributable to:
- Owners of the parent company
85,603
281,241
- Non-controlling interests
(501)
53
85,102
281,294

The notes on pages 22 to 49 form part of these financial statements.

GB Europe Holdings Limited
Group Balance Sheet
As at 31 December 2022
Page 16
2022
2021
as restated
Notes
£'000
£'000
£'000
£'000
Fixed assets
Goodwill
11
36,353
40,428
Other intangible assets
11
2,168
-
Total intangible assets
38,521
40,428
Tangible assets
12
154,776
157,963
Investment properties
13
-
0
481
Investments
14
37,687
32,461
230,984
231,333
Current assets
Stocks
18
5,273
2,343
Debtors
19
194,172
290,296
Investments
20
264,293
292,614
Cash at bank and in hand
295,561
182,620
759,299
767,873
Creditors: amounts falling due within one year
21
(203,030)
(285,767)
Net current assets
556,269
482,106
Total assets less current liabilities
787,253
713,439
Creditors: amounts falling due after more than one year
22
(24)
(780)
Provisions for liabilities
Provisions
24
(286,356)
(295,738)
Deferred tax liability
25
(15,945)
(21,311)
(302,301)
(317,049)
Net assets
484,928
395,610
GB Europe Holdings Limited
Group Balance Sheet (Continued)
As at 31 December 2022
2022
2021
as restated
Notes
£'000
£'000
£'000
£'000
Page 17
Capital and reserves
Called up share capital
27
100
100
Profit and loss reserves
480,978
395,375
Equity attributable to owners of the parent company
481,078
395,475
Non-controlling interests
3,850
135
484,928
395,610

The notes on pages 22 to 49 form part of these financial statements.

The financial statements were approved and signed by the director and authorised for issue on 8 April 2024
08 April 2024
Director
GB Europe Holdings Limited
Company Balance Sheet
As at 31 December 2022
31 December 2022
Page 18
2022
2021
Notes
£'000
£'000
£'000
£'000
Fixed assets
Tangible assets
12
11,995
-
0
Investments
14
100
100
12,095
100
Current assets
Debtors
19
17,060
26,975
Cash at bank and in hand
16,907
16,907
33,967
43,882
Creditors: amounts falling due within one year
21
(24,190)
(22,024)
Net current assets
9,777
21,858
Net assets
21,872
21,958
Capital and reserves
Called up share capital
27
100
100
Profit and loss reserves
21,772
21,858
Total equity
21,872
21,958

The notes on pages 22 to 49 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £86,000 (2021: £21,858,000 profit)

The financial statements were approved and signed by the director and authorised for issue on 8 April 2024
08 April 2024
Director
Company Registration No. 13411913 (England and Wales)
GB Europe Holdings Limited
Group Statement of Changes in Equity
For the year ended 31 December 2022
Page 19
Share capital
Revaluation reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
£'000
£'000
£'000
£'000
£'000
£'000
As restated for the period ended 31 December 2021:
Balance at 1 July 2021
100
(198)
119,952
119,854
83
119,937
Restatement related to investment property
-
198
(5,818)
(5,620)
-
(5,620)
As restated
100
-
114,134
114,234
83
114,317
Period ended 31 December 2021:
Profit and total comprehensive income for the period
-
-
281,241
281,241
53
281,294
Amounts attributable to non-controlling interests
-
-
-
-
-
-
Balance at 31 December 2021
100
-
395,375
395,475
136
395,611
Year ended 31 December 2022:
Profit for the year
-
-
85,628
85,628
(501)
85,127
Other comprehensive income:
Currency translation differences
-
-
(25)
(25)
-
(25)
Total comprehensive income for the year
-
-
85,603
85,603
(501)
85,102
Acquisition of subsidiary
-
-
-
-
4,215
4,215
Balance at 31 December 2022
100
-
0
480,978
481,078
3,850
484,928

The notes on pages 22 to 49 form part of these financial statements.

GB Europe Holdings Limited
Company Statement of Changes in Equity
For the year ended 31 December 2022
Page 20
Share capital
Profit and loss reserves
Total
£'000
£'000
£'000
Balance at 1 July 2021
100
-
0
100
Period ended 31 December 2021:
Profit and total comprehensive income for the period
-
21,858
21,858
Balance at 31 December 2021
100
21,858
21,958
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(86)
(86)
Balance at 31 December 2022
100
21,772
21,872

The notes on pages 22 to 49 form part of these financial statements.

GB Europe Holdings Limited
Group Statement of Cash Flows
For the year ended 31 December 2022
Page 21
2022
2021
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash generated from operations
35
209,299
528,542
Interest paid
(17,194)
-
0
Corporation taxes paid
(24,108)
(20,747)
Net cash inflow from operating activities
167,997
507,795
Investing activities
Purchase of business
(6,185)
-
Purchase of intangible assets
(3,242)
(44,004)
Purchase of tangible fixed assets
(54,392)
(152,949)
Proceeds from disposal of tangible fixed assets
608
17
Proceeds from disposal of investment property
1,010
-
Purchase of associates
-
(24,241)
Purchase of investments
(11,269)
(276,677)
Interest received
1,773
2,788
Dividends received
-
0
22
Other income received from investments
7,462
2,464
HP Interest paid
-
(58)
Government grants received
-
496
Income from associates
-
130
Cash acquired on acquisition of subsidiaries
10,402
25,332
Net cash used in investing activities
(53,833)
(466,680)
Financing activities
Repayment of bank loans
-
(2,750)
Payment of finance leases obligations
(589)
(353)
Interest paid
-
0
(121)
Net cash used in financing activities
(589)
(3,224)
Net increase in cash and cash equivalents
113,575
37,891
Cash and cash equivalents at beginning of year
181,986
144,095
Cash and cash equivalents at end of year
295,561
181,986
Relating to:
Cash at bank and in hand
295,561
182,620
Bank overdrafts included in creditors payable within one year
-
(634)

The notes on pages 22 to 49 form part of these financial statements.

GB Europe Holdings Limited
Notes to the Group Financial Statements
For the year ended 31 December 2022
Page 22
1
Accounting policies
Company information

GB Europe Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 8 Lloyd's Avenue, London, England, EC3N 3EL.

 

The group consists of GB Europe Holdings Limited and all of its subsidiaries.

1.1
Reporting period

The prior accounting period for the group and company covers the period from 1 July 2020 to 31 December 2021. The reason for this was for group and commercial reporting requirements. For this reason, the comparative amounts presented in the financial statements are not entirely comparable.

1.2
Accounting convention

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 group and company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.3
Business combinations

In the parent company financial statements, the 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. Investments 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.

GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 23
1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company GB Europe 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 31 December 2022. 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 group.

 

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

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

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

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.

1.5
Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised.

Revenue from freight forwarding services

The provision for freight forwarding services include land, sea and air freight. Revenue is earned when goods arrive for imports and when they deport for exports. In both cases, revenue is recognised when the services are rendered, which coincide with the date of arrival or departure of shipments.

Revenue from warehousing

Revenue from warehousing is recognised over the period of time that the goods are held at Uniserve sites.

GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 24
1.7
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.8
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 10 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.

1.9
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:

Development costs
20% Straight line
1.10
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:

Land and buildings
not depreciated
Leasehold improvements
over the life of the lease
Plant and equipment
10 - 25% straight line
Fixtures and fittings
10 - 15% straight line
Computers
8 - 8.33% straight line
Motor vehicles
10 - 33% straight line
Other fixed assets
10 - 15% straight line
Containers
Variable rates over 3 to 8 year useful life
GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 25

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.

1.11
Fixed asset investments

Equity investments 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.

 

In 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.

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 group’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 company 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.

1.12
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.

GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 26

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.

1.13
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.14
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.

1.15
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 method 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.

GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 27
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.

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 payments 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.

Derecognition of financial liabilities

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

GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 28
1.16
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.

1.17
Taxation

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

Current tax

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

Deferred tax

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

 

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

1.18
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.19
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.

GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 29
1.20
Retirement benefits

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

1.21
Leases

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

 

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

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

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.22
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
Page 30
2
Judgements and key sources of estimation uncertainty

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

 

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

Critical judgements

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

Container depreciation policy

Management has made a judgement on the appropriate container depreciation policy and has decided to apply deprecation rates of 50%, 30% and 20% over 3 years to reflect the consumption of the asset. The need for an impairment was investigated but it was concluded that no impairment is required.

Claims

Claims provisions represent claims against the company in respect of services and goods provided. The amount provided represents management’s best estimate of the amount required to settle the obligation at the reporting date. The group has not disclosed all of the information required by paragraphs 21.14 to 21.15 of FRS 102 on the grounds that it could be expected to seriously prejudice the position of the entity.

 

Provisions are measured at the present value of the expenditure expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.

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.

Impairment of group loans

The Company makes an estimate of the recoverable value of group loans. When assessing the impairment of group loans management considers whether there is objective evidence of impairment including:

3
Turnover

The whole of the turnover is attributable to the group's principle activities.

GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
3
Turnover
(Continued)
Page 31
2022
2021
£'000
£'000
Turnover analysed by geographical market
UK
848,379
1,662,535
Rest of world
82,800
38,087
931,179
1,700,622
4
Operating profit
2022
2021
£'000
£'000
Operating profit for the year is stated after charging/(crediting):
Exchange gains
(863)
(9,501)
Research and development costs
-
4
Government grants
(93)
(496)
Depreciation of owned tangible fixed assets
56,959
18,573
Loss on disposal of tangible fixed assets
13
-
Profit on disposal of investment property
(529)
-
0
Amortisation of intangible assets
5,149
7,515
Operating lease charges
24,529
2,688
5
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the group and company
60
-
Audit of the financial statements of the company's subsidiaries
217
206
277
206
For other services
Taxation compliance services
19
40
All other non-audit services
34
61
53
101
GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
Page 32
6
Employees

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

Group
Company
2022
2021
2022
2021
Number
Number
Number
Number
Total
1,282
960
1
1

Their aggregate remuneration comprised:

Group
Company
2022
2021
2022
2021
£'000
£'000
£'000
£'000
Wages and salaries
78,258
59,390
-
0
-
0
Social security costs
9,667
6,737
-
-
Pension costs
1,054
1,087
-
0
-
0
88,979
67,214
-
0
-
0
7
Director's remuneration
2022
2021
£'000
£'000
Remuneration for qualifying services
332
502

During the year no retirement benefits were accruing to director (2021: £nil) in respect of defined contribution pension schemes.

 

The highest paid director received remuneration of £332,000 (2021: £502,000).

 

The value of the Group's contributions paid to a defined contribution pension scheme in respect of highest paid director amounted to £nil (2021: £nil).

 

During the year, compensation for key management personnel was £7,349,000 (2021: £1,802,000).

 

GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
Page 33
8
Interest receivable and similar income
2022
2021
£'000
£'000
Interest income
Interest on bank deposits
1,771
2,788
Other interest income
2
3
Total interest revenue
1,773
2,791
9
Interest payable and similar expenses
2022
2021
£'000
£'000
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
236
116
Interest on invoice finance arrangements
-
0
58
Other interest on financial liabilities
-
86
236
260
Other finance costs:
Unwinding of discount on provisions
16,950
-
Total finance costs
17,194
-
0
10
Taxation
2022
2021
£'000
£'000
as restated
Current tax
UK corporation tax on profits for the current period
21,703
28,272
Adjustments in respect of prior periods
(114)
-
0
Adjustment in respect of restatements as per note 35
-
0
10,681
Total UK current tax
21,589
38,953
Foreign current tax on profits for the current period
-
0
3
Total current tax
21,589
38,956
Deferred tax
Origination and reversal of timing differences
(5,027)
20,337
Other adjustments
209
-
0
Total deferred tax
(4,818)
20,337
Total tax charge
16,771
59,293
GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
10
Taxation
(Continued)
Page 34

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

2022
2021
£'000
£'000
as restated
Profit before taxation
101,898
340,587
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
19,361
64,712
Expenses not deductable for taxation
2,788
1,713
Share of profits of associates
(1,258)
(128)
Fixed asset differences
(461)
(4,613)
Utilisation of tax losses
(61)
(408)
Adjustments to tax charge in respect of previous periods
776
65
Income not subject to taxation
(445)
(443)
Other permanent differences
(645)
(2,115)
Other deferred tax movements
(3,284)
510
Taxation charge
16,771
59,293
11
Intangible fixed assets
Group
Goodwill
Development costs
Total
£'000
£'000
£'000
Cost
At 1 January 2022
55,434
-
0
55,434
Additions - internally developed
-
0
2,180
2,180
Additions - separately acquired
1,062
-
0
1,062
At 31 December 2022
56,496
2,180
58,676
Amortisation and impairment
At 1 January 2022
15,006
-
0
15,006
Amortisation charged for the year
5,137
12
5,149
At 31 December 2022
20,143
12
20,155
Carrying amount
At 31 December 2022
36,353
2,168
38,521
At 31 December 2021
40,428
-
40,428
GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
Page 35
12
Tangible fixed assets
Group
Land and buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Other fixed assets
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Cost
At 1 January 2022 as restated (note 35)
11,420
73,878
10,193
4,742
300
9,870
88,704
199,107
Additions
11,996
6,277
2,636
3,171
327
1,317
26,117
51,841
Business combinations
-
0
-
0
-
0
2,042
394
115
-
0
2,551
Disposals
-
0
(7)
(1,908)
(236)
(24)
(150)
-
0
(2,325)
Transfers
-
0
-
0
(2,029)
1,252
777
-
0
-
0
-
0
At 31 December 2022
23,416
80,148
8,892
10,971
1,774
11,152
114,821
251,174
Depreciation and impairment
At 1 January 2022
-
0
10,289
4,952
2,883
142
8,889
13,989
41,144
Depreciation charged in the year
-
0
4,813
1,203
2,740
518
553
47,132
56,959
Eliminated in respect of disposals
-
0
(7)
(1,457)
(104)
(24)
(113)
-
0
(1,705)
Transfers
-
0
-
0
(897)
127
770
-
0
-
0
-
0
At 31 December 2022
-
0
15,095
3,801
5,646
1,406
9,329
61,121
96,398
Carrying amount
At 31 December 2022
23,416
65,053
5,091
5,325
368
1,823
53,700
154,776
At 31 December 2021
-
0
63,589
5,241
1,859
158
981
74,715
157,963
GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
Page 36
12
Tangible fixed assets
(continued)
Company
Land and buildings
£'000
Cost
At 1 January 2022
-
0
Additions
11,995
At 31 December 2022
11,995
Depreciation and impairment
At 1 January 2022 and 31 December 2022
-
0
Carrying amount
At 31 December 2022
11,995
13
Investment property
Group
Company
2022
2022
£'000
£'000
Fair value
At 1 January 2022
481
-
Disposals
(481)
-
At 31 December 2022
-
-
14
Fixed asset investments
Group
Company
2022
2021
2022
2021
Notes
£'000
£'000
£'000
£'000
Investments in subsidiaries
15
-
0
-
100
100
Investments in associates
16
35,799
30,304
-
0
-
0
Investments in joint ventures
1,066
-
0
-
0
-
0
Listed investments
784
1,303
-
0
-
0
Unlisted investments
38
854
-
0
-
0
37,687
32,461
100
100
GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
14
Fixed asset investments
(Continued)
Page 37
Movements in fixed asset investments
Group
Shares in associates and joint ventures
Other investments
Total
£'000
£'000
£'000
Cost or valuation
At 1 January 2022
30,304
4,347
34,651
Additions
-
1,146
1,146
Valuation changes
(918)
(918)
Share of profits
6,413
-
6,413
At 31 December 2022
35,799
5,493
41,292
Impairment
At 1 January 2022
-
2,190
2,190
Impairment losses
-
519
519
At 31 December 2022
-
2,709
2,709
Carrying amount
At 31 December 2022
35,799
2,784
38,583
At 31 December 2021
30,304
2,157
32,461
Movements in fixed asset investments
Company
Shares in subsidiaries
£'000
Cost or valuation
At 1 January 2022 and 31 December 2022
100
Carrying amount
At 31 December 2022
100
At 31 December 2021
100
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2022 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Uniserve Holdings Limited
England & Wales
Ordinary
100.00
Ellerman City Liners Limited
England & Wales
Ordinary
100.00
Ellerman Lines Limited
England & Wales
Ordinary
100.00
GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
15
Subsidiaries
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
(Continued)
Page 38
* Uniserve Limited
England & Wales
Ordinary
100.00
* Uniserve (UK) Limited
England & Wales
Ordinary
99.00
* Uniserve (Air Freight) Limited
England & Wales
Ordinary
99.00
* Uniserve (Europe) Limited
England & Wales
Ordinary
99.00
* Uniserve (Scotland) Limited
England & Wales
Ordinary
99.00
* Eurotrade Fulfilment Limited
England & Wales
Ordinary
99.00
* Ocean Gateway LLP
England & Wales
Ordinary
99.00
* Ocean Gateway (2) LLP
England & Wales
Ordinary
99.00
* Seafast Holdings Limited
England & Wales
Ordinary
100.00
* Wilgo Freight Holdings Limited
England & Wales
Ordinary
100.00
* Customs Insights Consultancy Limited
England & Wales
Ordinary
100.00
* Portall Solutions
England & Wales
Ordinary
100.00
* One World Global Trade Management Limited
England & Wales
Ordinary
100.00
* Zenith Logistic Services (UK) Limited
England & Wales
Ordinary
100.00
* EGDC Singapore Pte Ltd
Singapore
Ordinary
100.00
* Kelleher Forwarding Limited
England & Wales
Ordinary
100.00
* Agency Labour Staff Limited
England & Wales
Ordinary
100.00
* Felixstowe Gateway Portcentric Services Ltd
England & Wales
Ordinary
100.00
* Gateway Portcentric Services Ltd
England & Wales
Ordinary
100.00
* London Gateway Portcentric Services Ltd
England & Wales
Ordinary
100.00
* The Holding Centre Ltd
England & Wales
Ordinary
100.00
* Regional Freight Services Limited
England & Wales
Ordinary
100.00
* Supply Chain Academy Limited
England & Wales
Ordinary
100.00
* Metro Global Holdings Limited
England & Wales
Ordinary
100.00
* Grand Events Holdings Limited
England & Wales
Ordinary
75.00
** Seafast Cold Chain Logistics plc
England & Wales
Ordinary
100.00
** Seafast Global plc
England & Wales
Ordinary
100.00
** Seafast Shipping plc
England & Wales
Ordinary
100.00
** Seafast Liner Agency Limited
England & Wales
Ordinary
100.00
** Seafast Logistics Limited
England & Wales
Ordinary
100.00
** South Atlantic Container Line Limited
England & Wales
Ordinary
100.00
*** Metro Shipping Limited
England & Wales
Ordinary
100.00
**** Cromwell Manor Functions Limited
England & Wales
Ordinary
75.00
**** Saville`s Catering Limited
England & Wales
Ordinary
75.00
^ Uniserve Drinks Logistics Limited
England & Wales
Ordinary
100.00
GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
15
Subsidiaries
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
(Continued)
Page 39
^ Pelican Two Limited
England & Wales
Ordinary
100.00
^^ DJB Haulage Limited
England & Wales
Ordinary
100.00
^^^ Platforms International Limited
England & Wales
Ordinary
100.00
^^^^ CP Training Services Limited
England & Wales
Ordinary
100.00
^^^^^ London Stansted Cargo Limited
England & Wales
Ordinary
99.00
*OTX Logistics B.V
Netherlands
Ordinary
50.00

* Held indirectly via Uniserve Holdings Limited

** Held indirectly via Seafast Holdings Limited

*** Held indirectly via Metro Global Holdings Limited

**** Held indirectly via Grand Events Holdings Limited

^ Held indirectly via Wilgo Freight Holdings Limited

^^ Held indirectly via James Kemball Limited

^^^ Held indirectly via CPI Media Holdings Limited

^^^^ Held indirectly via Supply Chain Academy Limited

^^^^^ Held indirectly via Uniserve (UK) Limited

16
Associates

Details of associates at 31 December 2022 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Asia (UK) Properties LLP
England and Wales
N/A
50
Montana Homes LLP
England and Wales
N/A
50
DG International Group Limited
England and Wales
Ordinary
50
George Baker Group Limited
England and Wales
Ordinary
50
Efret Limited
England and Wales
Ordinary
50
Wineflow Freight Forwarding Limited
England and Wales
Ordinary
50
Wineflow Clearance Limited
England and Wales
Ordinary
50
17
Financial instruments
Group
Company
2022
2021
2022
2021
£'000
£'000
£'000
£'000
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
264,293
183,922
-
-
GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
Page 40
18
Stocks
Group
Company
2022
2021
2022
2021
£'000
£'000
£'000
£'000
as restated
Finished goods and goods for resale
5,273
2,343
-
0
-
0
19
Debtors
Group
Company
2022
2021
2022
2021
Amounts falling due within one year:
£'000
£'000
£'000
£'000
as restated
Trade debtors
91,781
158,681
-
0
-
0
Corporation tax recoverable
85
2
-
0
-
0
Amounts owed by group undertakings
-
-
0
17,060
9,990
Amounts owed by undertakings in which the company has a participating interest
8,259
18,488
-
-
Other debtors
10,206
9,279
-
0
-
0
Prepayments and accrued income
73,834
93,105
-
0
16,985
184,165
279,555
17,060
26,975
Amounts falling due after more than one year:
Amount owed by related parties
-
0
4,236
-
0
-
0
Other debtors
10,007
6,505
-
-
0
10,007
10,741
-
-
10,007
10,741
-
-
Total debtors
194,172
290,296
17,060
26,975
20
Current asset investments
Group
Company
2022
2021
2022
2021
£'000
£'000
£'000
£'000
Managed funds investments
264,293
292,614
-
-
GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
Page 41
21
Creditors: amounts falling due within one year
Group
Company
2022
2021
2022
2021
Notes
£'000
£'000
£'000
£'000
as restated
Bank loans
-
0
644
-
0
-
0
Obligations under finance leases
23
95
407
-
0
-
0
Trade creditors
77,833
94,449
-
0
-
0
Amounts owed to group undertakings
-
0
-
16,897
16,897
Amounts owed to undertakings in which the group has a participating interest
3,592
3,141
-
0
-
0
Corporation tax payable
31,177
33,065
5,127
5,127
Other taxation and social security
4,996
3,698
2,000
-
Other creditors
6,418
2,401
80
-
0
Accruals and deferred income
78,919
147,962
86
-
0
203,030
285,767
24,190
22,024
22
Creditors: amounts falling due after more than one year
Group
Company
2022
2021
2022
2021
Notes
£'000
£'000
£'000
£'000
Bank loans and overdrafts
-
0
38
-
0
-
0
Obligations under finance leases
23
24
301
-
0
-
0
Other creditors
-
0
427
-
0
-
0
Accruals and deferred income
-
0
14
-
0
-
0
24
780
-
-
23
Finance lease obligations
Group
Company
2022
2021
2022
2021
£'000
£'000
£'000
£'000
Future minimum lease payments due under finance leases:
Within one year
95
407
-
0
-
0
In two to five years
24
301
-
0
-
0
119
708
-
-

 

GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
Page 42
24
Provisions for liabilities
Group
Company
2022
2021
2022
2021
£'000
£'000
£'000
£'000
as restated
Claims Provisions
271,537
292,098
-
-
Dilapidation Provisions
9,270
1,264
-
-
Voyages Provisions
5,549
2,376
-
-
286,356
295,738
-
-
Movements on provisions:
Claims Provisions
Dilapidation Provisions
Voyages Provisions
Total
Group
£'000
£'000
£'000
£'000
At 1 January 2022 as restated (note 36)
292,098
1,264
2,376
295,738
Additional provisions in the year
113
8,006
3,173
11,292
Utilisation of provision
(37,624)
-
-
(37,624)
Unwinding of discount
16,950
-
-
16,950
At 31 December 2022
271,537
9,270
5,549
286,356

Claims Provisions

The provision represents claims against the company in respect of services and goods supplies. It includes the anticipated cost of settling these claims plus the associated legal cost of defending any action.

Dilapidation provisions

The provision relates to a number of leases with different terms and hence the provisions are expected to be utilised at differing terms between 1 and 15 years.

Voyages provisions

The group makes an onerous contract provision for loss making voyages, this being voyages where the total expected costs exceed the total expected revenue.

GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
Page 43
25
Deferred taxation

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

Liabilities
Liabilities
2022
2021 as restated
Group
£'000
£'000
Accelerated capital allowances
15,945
21,311
The company has no deferred tax assets or liabilities.
Group
Company
2022
2022
Movements in the year:
£'000
£'000
Liability at 1 January 2022
21,311
-
Credit to profit or loss
(5,366)
-
Liability at 31 December 2022
15,945
-
26
Retirement benefit schemes
2022
2021
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
1,054
1,145

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.

 

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £1,054,000 (2021: £1,145,000). Contributions totaling £nil (2021: £31,000) were payable to the fund at the balance sheet date and are included in creditors.

27
Share capital
Group and company
2022
2021
2022
2021
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
of £1 each
100,001
100,001
100
100
GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
27
Share capital
(Continued)
Page 44
28
Acquisition of a business

On 10 June 2022 the group acquired a 50 percent interest in the issued share capital of OTX Logistics B.V. and has the ability to control board decisions.

 

Consideration of £4,799,000 was paid in cash for the acquisition. At that time, OTX Logistics B.V. net assets were £8,550,000, giving rise to goodwill on acquisition of £524,000.

 

 

29
Operating lease commitments
Lessee

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

Group
Company
2022
2021
2022
2021
£'000
£'000
£'000
£'000
Within one year
90,104
78,553
-
-
Between two and five years
58,025
73,620
-
-
In over five years
150,398
9,040
-
-
298,527
161,213
-
-
30
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2022
2021
2022
2021
£'000
£'000
£'000
£'000
Acquisition of tangible fixed assets
-
8,038
-
-
31
Events after the reporting date

Since the balance sheet date, the group has acquired interests in 2 businesses for consideration of approximately £5,000,000 and land for a consideration of £18,000,000.

GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
Page 45
32
Related party transactions

The company has taken advantage of the exemption conferred by section 33.1A of FRS102 to not disclose transactions with entities that are 100% owned by GB Global Holdco Pte Limited, the ultimate parent company.

 

Included in debtors and creditors are:

 

A loan of £5,675,000 (2021: £5,501,000) to Uniserve Holdings Group Employee Benefit Trust, accumulated interest charged in respect of this loan amounts to £2,737,000 (2021: £2,563,000). During the year interest of £174,000 (2021: £261,000) was charged in respect of this loan.

 

A loan of £4,332,000 (2021: £4,236,000) to Uniserve Funded Unapproved Retirement Benefit Scheme, accumulated interest charged in respect of this loan amounts to £1,898,000 (2021: £1,802,000). During the year interest of £96,000 (2021: £144,000) was charged in respect of this loan.

 

A balance owed to Uniserve (Ireland) Limited of £8,437,000 (2021: £60,000 due from). During the year the group purchased services amounting to £nil (2021: £nil) from this company and made sales of £nil (2021: £nil) to this company. Mr I R Liddell is a director and shareholder of Uniserve (Ireland) Limited.

 

A balance of £76,000 due from Mr I R Liddell (2021: £398,000 due to). This balance is owed to the group and is comprised of the following amounts; due to Uniserve Holdings Limited £76,000 (2021: £398,000 due from).

 

A balance of £87,000 (2021: £89,000) is due to Uniocean Lines Limited. Of this amount £1,000 (2021: £1,000) is owed to Uniserve Holdings Limited. Mr I R Liddell is a director and shareholder of Uniocean Lines Limited.

 

A balance of £102,000(2021: £2,000 due from) due to Birmingham Business Park Properties LLP, owed to Uniserve Holdings Limited. Uniserve Holdings Limited made purchases of £nil (2021: £nil) from the LLP. Birmingham Business Park Properties is a related party due to the common shareholder of Mr I R Liddell.

33
Director transactions
Description
Opening balance
Amounts advanced
Closing balance
£'000
£'000
£'000
Director
74
2
76
74
2
76

The amounts advanced to director are interest-free and are repayable on demand.

34
Controlling party

The immediate and ultimate parent company is GB Global Holdco. Pte. Ltd., a company incorporated in Singapore.

 

The ultimate controlling party is Mr I R Liddell by virtue of his shareholding in the ultimate parent company.

GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
Page 46
35
Cash generated from group operations
2022
2021
£'000
£'000
Profit for the year after tax
85,127
281,294
Adjustments for:
Share of results of associates and joint ventures
(6,504)
(3,852)
Taxation charged
16,771
59,293
Finance costs
17,194
260
Investment income
(9,235)
(7,393)
Loss/(gain) on disposal of tangible fixed assets
13
(15)
Gain on disposal of investment property
(529)
-
0
Fair value (gains)/losses recognised in P&L
33,234
(8,920)
Amortisation and impairment of intangible assets
5,149
7,515
Depreciation and impairment of tangible fixed assets
56,959
18,125
Foreign exchange gains on cash equivalents
(25)
-
Non-cash movement
7,635
-
Government grants
-
(496)
(Decrease)/increase in provisions
(9,382)
153,572
Movements in working capital:
Increase in stocks
(2,930)
(2,285)
Decrease/(increase) in debtors
96,622
(132,989)
(Decrease)/increase in creditors
(80,800)
164,433
Cash generated from operations
209,299
528,542
36
Analysis of changes in net funds - group
1 January 2022
Cash flows
31 December 2022
£'000
£'000
£'000
Cash at bank and in hand
182,620
112,941
295,561
Bank overdrafts
(634)
634
-
0
181,986
113,575
295,561
Borrowings excluding overdrafts
(455)
455
-
Obligations under finance leases
(708)
589
(119)
180,823
114,619
295,442
37
Prior period adjustment
GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
37
Prior period adjustment
(Continued)
Page 47
Reconciliation of changes in equity - group
1 July
31 December
2020
2021
Notes
£'000
£'000
Adjustments to prior year
Ellerman City Liners Limited
1
-
(2,194)
James Kemball Limited
2
-
5,734
Ocean Gateway LLP & Ocean Gateway (2) LLP
3
(5,620)
(5,620)
Seafast Logistics Limited
4
-
-
Uniserve Holdings and Uniserve Limited
5
-
41,289
Total adjustments
(5,620)
39,209
Equity as previously reported
119,937
356,266
Equity as adjusted
114,317
395,475
Analysis of the effect upon equity
Revaluation reserve
-
198
Profit and loss reserves
-
39,011
-
39,209
Reconciliation of changes in profit for the previous financial period
2021
Notes
£'000
Adjustments to prior year
Ellerman City Liners Limited
1
(2,194)
James Kemball Limited
2
5,734
Ocean Gateway LLP & Ocean Gateway (2) LLP
3
-
Seafast Logistics Limited
4
-
Uniserve Holdings and Uniserve Limited
5
41,289
Total adjustments
44,829
Profit as previously reported
236,465
Profit as adjusted
281,294
GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
37
Prior period adjustment
(Continued)
Page 48
Notes to reconciliation
1 Ellerman City Liners Limited

The prior year figures were originally prepared using the voyage end accounting basis, such that revenue and costs in relation to voyages were recognised on completion of that voyage.

 

In order to comply with the requirements of FRS102 section 23, the figures have been restated in order to account for these items on the percentage completion basis.

 

Alongside the adjustments to revenue of £5,846,433 and direct costs of £5,664,258, a provision for losses on incomplete voyages at 31 December 2021 of £2,375,619 was also made.

 

Further to this, a bunker inventory asset of £2,171,308 was also recognised on the balance sheet.

2 James Kemball Limited

A provision for £5,240,000 relating to a potential legal claim has been reversed as it did not meet the relevant recognition criteria under FRS102, Section 21.

 

A deferred tax asset of £995,600 in relation to this provision has also been reversed, as it does not meet the recognition criteria of an asset as required by FRS102 Section 2.

 

Due to errors in the assumptions used of the likely costs of repair works, dilapidations provisions of £2,753,969 were overstated by £1,489,969 and have been restated to £1,264,000.

 

Due to the uncertainty as to the timing of the payment of these balances they did not meet the criteria for recognition within creditors and so have been reclassified as provisions.

3 Ocean Gateway LLP & Ocean Gateway (2) LLP

Land held by Ocean Gateway LLP and Ocean Gateway 2 LLP was previously held as investment property. The land is used within the group and therefore this has been transferred to tangible fixed assets and revalued back to the original cost base.

 

£17,040,000 of investment properties have been reclassified to property, plant and equipment. The carrying value was overstated and has been reduced back to cost of £11,420,000.

4 Seafast Logistics Limited

The prior year figures have been restated to reflect a purchase ledger debit balance of £120,093 that was not previously reclassified to debtors.

GB Europe Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2022
37
Prior period adjustment
(Continued)
Page 49
5 Uniserve Holdings and Uniserve Limited

The directors have determined that a prior period restatement of balances is required in relation to claims against the company in respects of services and goods provided. The directors have performed a reassessment of the recognition and measurement of the provision at the prior period reporting date which has resulted in revision to their best estimate of the amount require to settle the obligation at the reporting date.

 

Provisions held within the accounts have been reduced by £50,974,000 made up of:

 

 

The adjustment to provisions creates an additional tax charge in the accounts of £9,685,000. Increasing corporation tax payable by the same amount.

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