Company Registration No. 05024666 (England and Wales)
RMS EUROPE GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
RMS EUROPE GROUP LIMITED
COMPANY INFORMATION
Directors
I. D. Parsons
S. Bentley
(Appointed 1 January 2023)
Company number
05024666
Registered office
Boothferry Terminal
Bridge Street
Goole
East Yorkshire
DN14 5SS
Auditor
Dutton Moore
Aldgate House
1-4 Market Place
Hull
HU1 1RS
RMS EUROPE GROUP LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Independent auditor's report
3 - 5
Profit and loss account
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 13
RMS EUROPE GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

Principal activities

The principal activity of the company is to act as an intermediate holding company for other group companies which are involved in freight forwarding, stevedoring, ships agency, haulage, warehousing, logistics and port and customs clearance.

Dividends
Interim dividends totalling £5,250,000 (2022: £3,000,000) were paid during the year. The directors do not recommend the payment of a final dividend (2022: nil). These were dividends payable to the ultimate holding company, RMS Ports Limited.
Fair review of the business

The company is a non-trading member of the RMS Ports Limited group of companies. The directors consider the position and performance of the company to be satisfactory. A full review of the performance of the wider group is detailed in the strategic report of RMS Ports Limited. Copies of RMS Ports Limited's financial statements can be obtained from Companies House.

 

2023 was another satisfactory trading year.

 

Our emphasis has been to provide our customers with excellent service, good information and adding value wherever possible.

 

As ever we would like to thank our customers for their continued support and our staff for their continued hard work.

 

We operate as a team throughout the business and across its locations; and we place the wellbeing, health and safety of our people at the top of our priority list. By doing so we enjoy great stability, flexibility and the benefits of long term experience.

Key performance indicators

KPIs are used by the directors on a weekly, monthly, quarterly and annual basis to monitor the performance of the companies that make up the RMS Europe Group. Key measures include revenue and contribution by product offering, tonnages handled and EBITDA, in addition to key measures relating to cash generation and available facility headroom. The EBITDA for normal operations which is adjusted for non-recurring items, for the companies that comprise RMS Europe Group Limited in 2023 was £3m (2022: £3.7m) and tonnages handled for the year were 1.02m tonnes (2022: 1.22m tonnes). The directors also use qualitative KPIs to monitor service quality and customer satisfaction as measures of performance and progress. The emphasis has increasingly shifted towards quality of earnings.

 

Principal risks and uncertainties

The management of the business and the execution of the company's strategy are subject to some risks. The key risk is the performance of the UK and European economies.

 

Future development

We will continue our strategy of exploring new markets, developing new customer relationships and our IT Systems, in addition to careful cost control and driving continuous operational improvements.

On behalf of the board

S. Bentley
Director
23 September 2024
RMS EUROPE GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Directors

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

I. D. Parsons
S. Bentley
(Appointed 1 January 2023)
Qualifying third party indemnity provisions

Qualifying third party indemnity provisions as defined by Section 234 of the Companies Act 2006 were in place throughout the year.

Statement of directors' responsibilities

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

 

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

 

 

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

Statement of disclosure to auditor

So far as the directors at the date of approving this report are aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors have taken all the necessary steps that they ought to have taken as directors in order to make themself aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
S. Bentley
Director
23 September 2024
RMS EUROPE GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RMS EUROPE GROUP LIMITED
- 3 -
Opinion

We have audited the financial statements of RMS Europe Group Limited (the 'company') for the year ended 31 December 2023 which comprise the profit and loss account, the balance sheet, the statement of changes in equity 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 FRS 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

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

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

RMS EUROPE GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RMS EUROPE GROUP LIMITED
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' 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 directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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

 

 

Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit has been properly planned and performed in accordance with auditing standards (ISAs (UK)).

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

RMS EUROPE GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RMS EUROPE GROUP LIMITED
- 5 -

Use of our report

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

Douglas Baker FCCA (Senior Statutory Auditor)
For and on behalf of Dutton Moore
24 September 2024
Chartered Accountants
Statutory Auditor
Aldgate House
1-4 Market Place
Hull
HU1 1RS
RMS EUROPE GROUP LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
2023
2022
Notes
£
£
Interest receivable and similar income
4
4,250,000
3,000,000
Profit before taxation
4,250,000
3,000,000
Tax on profit
5
-
0
-
0
Profit for the financial year
4,250,000
3,000,000
Other comprehensive income
-
-
Total comprehensive income for the year
4,250,000
3,000,000

The profit and loss account has been prepared on the basis that all operations are continuing operations.

RMS EUROPE GROUP LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 7 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
7
10,177,256
10,177,256
Current assets
Debtors
9
14,250,000
10,000,000
Creditors: amounts falling due within one year
10
(21,228,740)
(15,978,740)
Net current liabilities
(6,978,740)
(5,978,740)
Net assets
3,198,516
4,198,516
Capital and reserves
Called up share capital
11
258,416
258,416
Share premium account
12
2,701,527
2,701,527
Profit and loss reserves
13
238,573
1,238,573
Total equity
3,198,516
4,198,516

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

The financial statements were approved by the board of directors and authorised for issue on 23 September 2024 and are signed on its behalf by:
S. Bentley
Director
Company registration number 05024666 (England and Wales)
RMS EUROPE GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
258,416
2,701,527
1,238,573
4,198,516
Year ended 31 December 2022:
Profit and total comprehensive income
-
-
3,000,000
3,000,000
Dividends
6
-
-
(3,000,000)
(3,000,000)
Balance at 31 December 2022
258,416
2,701,527
1,238,573
4,198,516
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
4,250,000
4,250,000
Dividends
6
-
-
(5,250,000)
(5,250,000)
Balance at 31 December 2023
258,416
2,701,527
238,573
3,198,516
RMS EUROPE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
1
Accounting policies
Company information

RMS Europe Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Boothferry Terminal, Bridge Street, Goole, East Yorkshire, DN14 5SS.

1.1
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 company. Monetary amounts in these financial statements are rounded to the nearest £.

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

The company is entitled to the exemption under Section 400 of the Companies Act 2006 from the obligation to prepare group accounts and have taken advantage of the exemption afforded subsidiary companies by FRS102 section 1.12(b) from the requirement to produce a cash flow statement.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. 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 company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

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

1.4
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.

1.5
Financial instruments

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

 

Financial assets and liabilities are offset, with 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.

RMS EUROPE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 10 -
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.

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 company 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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies, 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 at transaction price.

RMS EUROPE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 11 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.6
Equity instruments

Equity instruments issued by the company 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 company.

1.7
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

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

 

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

3
Employees

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

2023
2022
Number
Number
Directors
2
1
4
Interest receivable and similar income
2023
2022
£
£
Income from fixed asset investments
Income from shares in group undertakings
4,250,000
3,000,000
RMS EUROPE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
5
Taxation

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:

2023
2022
£
£
Profit before taxation
4,250,000
3,000,000
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
1,062,500
570,000
Dividend income
(1,062,500)
(570,000)
Taxation charge for the year
-
-
6
Dividends
2023
2022
£
£
Interim paid
5,250,000
3,000,000
7
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
8
10,177,256
10,177,256
8
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
RMS Offshore Services Limited
England
Dormant
Ordinary
100.00
-
RMS Trent Limited
England
Dormant
Ordinary
-
100.00
RMS Goole Limited
England
Port Operator
Ordinary
100.00
-
RMS Trent Ports Limited
England
Port Operator
Ordinary
100.00
-
Flixborough Wharf Limited
England
Port Owner
Ordinary
100.00
-
RMS Grimsby Limited
England
Port Operator
Ordinary
100.00
-

Registered office addresses (all UK unless otherwise indicated):

Boothferry Terminal, Bridge Street, Goole, DN14 5SS
RMS EUROPE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
9
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
14,250,000
10,000,000
10
Creditors: amounts falling due within one year
2023
2022
£
£
Amounts owed to group undertakings
21,228,740
15,978,740
11
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 10p each
2,584,168
2,584,168
258,416
258,416
12
Share premium account

The share premium account represents the consideration received for shares issued above their nominal value net of transaction costs.

13
Profit and loss reserves

This reserve represents cumulative retained profits and losses.

14
Financial commitments, guarantees and contingent liabilities

There are fixed and floating charges over the company's assets. The company is party to a joint and several guarantee in respect of the borrowings of RMS Ports Limited and its subsidiaries. The net liability at 31 December 2023 was £2,027,966 (2022: £3,707,170).

15
Ultimate controlling party

The parent company of the group of undertakings for which group financial statements are drawn up and of which the company is a member is RMS Ports Limited, registered in England and Wales. RMS Ports Limited is also the company's ultimate parent undertaking, as well as the smallest and largest group for which consolidated financial statements are prepared. The directors do not consider any one party to exercise control over RMS Ports Limited. Copies of RMS Ports Limited’s financial statements can be obtained from its registered office of Boothferry Terminal, Bridge Street, Goole, DN14 5SS.

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