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Registered number: 13411913










GB EUROPE HOLDINGS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
GB EUROPE HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Director
I R Liddell 




Company secretary
N K Brooks



Registered number
13411913



Registered office
8 Lloyd's Avenue
London

England

EC3N 3EL




Independent auditors
MHA
Chartered Accountants & Statutory Auditors

The Pinnacle

150 Midsummer Boulevard

Milton Keynes

MK9 1LZ





 
GB EUROPE HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 5
Director's Report
 
6 - 9
Director's Responsibilities Statement
 
10
Independent Auditors' Report
 
11 - 15
Consolidated Statement of Comprehensive Income
 
16 - 17
Consolidated Balance Sheet
 
18 - 19
Company Balance Sheet
 
20
Consolidated Statement of Changes in Equity
 
21
Company Statement of Changes in Equity
 
22
Consolidated Statement of Cash Flows
 
23 - 24
Consolidated Analysis of Net Debt
 
25
Notes to the Financial Statements
 
26 - 51


 
GB EUROPE HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The Directors presents the strategic report for the year ended 31 December 2023.

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 customers around the world. Activities are rendered through 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 customers to build long term business relationships and partnerships.
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 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.
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 £435,023,000 for the year ended 31 December 2023 from £931,179,000 for the year ended 31 December 2022. Profit before tax has decreased to £54,929,000 for the year ended December 2023 from £101,898 for the year ended 31 December 2022.
Based on the good performance the group was able to further increase its net asset position to £524,143,000 (2022: £481,479,000). 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 acquire other businesses to grow and / or extend its product offering.
The group is aiming to deliver flexible and reliable supply chain solutions to its customers by not only focussing on transportation and logistics services but fully intergrated 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 building 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.
Based on the above the group in 2023 has attracted additional business from Commercial and Government clients with significant volumes due to the market struggling to provide comparable solutions and has achieved
Page 1

 
GB EUROPE HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

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 2023 as the group's comprehensive supply chain solutions are unique.
Overall, the speed the business has been able to adjust to the changing demands by the pandemic and subsequent global supply chaing 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 customers 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 consequence of the ongoing Huthi/Red Sea situation is that shipping lines continue to route vessels around the Cape of Good Hope which led to freight rates increasing significantly during the first half of 2024 before again dropping significantly in the second half of the year. Price volatility together with space availability is expected to remain a challenge for the foreseeable future.
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, although interest and inflation rates have dropped, ongoing economic challenges together with political uncertainty are continuing to have a negative effect on demand and this is having a detrimental effect on volumes. 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 specialised solutions to its customers the group still expects a strong performance in the future.

Principal risks and uncertainties
 
The director has 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 correction and paying (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.
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
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 not mean that changes in interest rates on the market would not have any material impact on the group.
 
Page 2

 
GB EUROPE HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Trading risk
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 sector. 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 has shown that freight rates can become very volatile and go up and down very quickly. The Group has considered this in its contract with customers.
Russia - Ukraine Crisis
The group does not and did not have any major business related to Russia and / or 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 consitute 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.

Financial 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.

Page 3

 
GB EUROPE HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Other key 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 director considers 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.

Page 4

 
GB EUROPE HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Director's statement of compliance with duty to promote 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:
• The likely consequences of any decision in the long term
• The interest of the group’s employees
• The need to foster the group’s business relationships with suppliers, customers, and others
• The impact of the group’s operations on the community and the environment
• The desirability of the group maintaining a reputation for high standards of business, and
• The need to act fairly as between members of the group.
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.


This report was approved by the board and signed on its behalf.



................................................
I R Liddell
Director

Date: 7 March 2025

Page 5

 
GB EUROPE HOLDINGS LIMITED
 
 
 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The director presents his report and the financial statements for the year ended 31 December 2023.

Principal activity

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.

Results and dividends

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

Director

The director who served during the year was:

I R Liddell 

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:
 • Settle the terms of payment with suppliers when agreeing the terms of each transaction;
 • Ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in    the contracts; and
 • Pay in accordance with the group’s contractual and other legal obligations
Trade creditors of the group at the year end were equivalent to 55 (2022: 46) 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.

Page 6

 
GB EUROPE HOLDINGS LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditors

The director at the time when this Director's Report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

Since the balance sheet date, the group has acquired interests in three businesses for a total consideration of approximately £17,000,000 and land for a consideration of £10,000,000.

Auditors

The auditorsMHAwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 7

 
GB EUROPE HOLDINGS LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

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 2023 to 31 December 2023.
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.

2023
2022
       kWh
       kWh
Energy consumption

Aggregate of energy consumption in the year

50,343,086

69,315,513
 

50,343,086

69,315,513
 
Emissions of CO2 equivalent

2023
2022
  metric tonnes
  metric tonnes
Scope 1 - direct emissions
- Gas combustion

490.00

456.00
 
- Fuel consumed for owned transport

10,568.00

13,744.00
 

11,058.00

14,200.00
 
Scope 2 - indirect emissions
- Electricity purchased

1,404.00

1,929.00
 
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned

65.00

64.00
 
Total gross emissions

12,527.00

16,193.00
 

2023
2022
      £000
      £000
Intensity ratio

Tonnes CO2e per £1m Turnover

28.796

17.208
 

Page 8

 
GB EUROPE HOLDINGS LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

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 Goverment 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 emissions 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.
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:
 • Driver Eco performance monitored and linked to target and bonus systems. Ongoing driver training   – utilize cruise control, telematics drive assessment and coaching via Samsara.
 • Replace vehicles on a 3-5 year basis – consider fuel efficiency in purchase decisions and all fleet     are Euro VI.
 • We are transitioning to energy efficient LED lighting at point of replacement across our sites.
 • All new builds have a building management system to track energy performance
 • We have installed a network of electric vehicle charging points across 11 of our 18 group sites.
 • We are transitioning our company car fleet to electric vehicles.
 • We operate Electric Manual Handling equipment at FMDC over LPG alternatives.
For more information, please see our ESG Report. https://uniserve.co.uk /sustainability

This report was approved by the board and signed on its behalf.
 





................................................
I R Liddell
Director

Date: 7 March 2025

Page 9

 
GB EUROPE HOLDINGS LIMITED
 
 
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

The director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the director is required to:

select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The director is 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 the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006He is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 10

 
GB EUROPE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GB EUROPE HOLDINGS LIMITED
 

Qualified 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 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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, except for the possible effects of the matter described in the ‘basis for qualified opinion’ section of our report, the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for qualified opinion


We were appointed as the auditors of GB Europe Holdings Limited for the year ended 31 December 2023 on 8 July 2024. As described below, we were unable to obtain sufficient appropriate audit evidence regarding certain balances and transactions relating to an overseas subsidiary.


Uniserve Netherlands B.V is a subsidiary undertaking of the group for whose audit local audit firms were appointed. As part of our scoping of the group audit, we identified the subsidiary’s revenue of £10,856,540 (2022 : £12,469,562) and accumulated profit and loss reserves of £10,175,913 (2022 : £7,401,042) as being material to the group financial statements. To date, the component auditors have been unable to complete their work on either the 2023 or the 2022 financial statements of this component and we have been unable to obtain sufficient appropriate audit evidence over the related balances by other means. Consequently we were unable to determine whether any adjustments to the related balances within the consolidated primary statements is necessary for either of the two years. Time restrictions are being imposed by the regulators in Singapore, where the ultimate parent company is based, as the financial statements are so overdue that striking off procedures are being commenced.
In assessing the implications of this issue we have concluded that the issue is not pervasive and have therefore determined that a qualified opinion is appropriate.


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 qualified opinion.


Page 11

 
GB EUROPE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GB EUROPE HOLDINGS LIMITED (CONTINUED)


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 or the 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 Auditors' Report thereon. The director is responsible for the other information contained within the Annual ReportOur 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.


As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the subsidiary’s revenue of £10,856,540 (2022: £12,469,562) and accumulated profit and loss reserves of £10,175,913 (2022: £7,401,042). We have concluded that where the other information refers to the above related balances such as Group Revenue and Group accumulated profit and loss reserves, it may be materially misstated for the same reason.





Opinion on other matters prescribed by the Companies Act 2006
 

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:


the information given in the Group Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.


Page 12

 
GB EUROPE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GB EUROPE HOLDINGS LIMITED (CONTINUED)


Matters on which we are required to report by exception
 

Except for the matter described in the basis for qualified opinion section in our report, in the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Director's Report.


Arising solely from the limitation on the scope of our work relating to revenue and accumulated profit and loss reserves , referred to above:
-we have not obtained all the information and explanations that we considered necessary for the purpose of our audit.


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:
· returns adequate for our audit have not been received from branches not visited by us; or
· the financial statements are not in agreement with the accounting records and returns; or
· certain disclosures of directors’ remuneration specified by law are not made.

 
Responsibilities of directors
 

As explained more fully in the Director's Responsibilities Statement set out on page 10, 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 the 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 the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 13

 
GB EUROPE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GB EUROPE HOLDINGS LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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 Group 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:

•  Enquiry of management and those charged with governance around actual and potential litigation and
  claims;
•  Performing audit work over the risk of management override of controls, including testing of journal and
  other adjustments for appropriateness, evaluating the business rationale of significant transactions outside
   the normal course of business and reviewing accounting estimates for bias;
•  Reviewing minutes of meetings of those charged with governance; and
•  Reviewing financial statement disclosures and testing to supporting documentation to access compliance
   with applicable laws and regulations


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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


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 2006Our 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 Auditors' 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.


Page 14

 
GB EUROPE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GB EUROPE HOLDINGS LIMITED (CONTINUED)





Simon Knibbs MA FCA (Senior Statutory Auditor)
  
for and on behalf of
MHA
 
Chartered Accountants
Statutory Auditors
  
Milton Keynes

7 March 2025
Page 15

 
GB EUROPE HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£000
£000

  

Turnover
 3 
435,023
931,179

Cost of sales
  
(379,713)
(610,321)

Gross profit
  
55,310
320,858

Administrative expenses
  
(31,916)
(187,472)

Other operating income
 4 
9,488
3,201

Fair value movements
  
17,019
(33,234)

Other operating charges
  
(31)
-

Operating profit
 6 
49,870
103,353

Share of profit of associates
  
4,782
6,504

Total operating profit
  
54,652
109,857

Income from participating interests
  
13,850
7,462

Interest receivable and similar income
 11 
7,510
1,773

Interest payable and similar expenses
 12 
(21,083)
(17,194)

Profit before taxation
  
54,929
101,898

Tax on profit
 13 
(12,265)
(20,220)

Profit for the financial year
  
42,664
81,678

  

Currency translation differences
  
-
(25)

Acquisition of subsidiary
  
-
4,215

Other comprehensive income for the year
  
-
4,190

Total comprehensive income for the year
  
42,664
85,868

Profit for the year attributable to:
  

Non-controlling interests
  
541
(501)

Owners of the parent Company
  
42,123
82,179

  
42,664
81,678

Total comprehensive income for the year attributable to:
  

Non-controlling interest
  
541
(501)

Owners of the parent Company
  
42,123
86,369

  
42,664
85,868

Page 16

 
GB EUROPE HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

The notes on pages 26 to 51 form part of these financial statements.

Page 17

 
GB EUROPE HOLDINGS LIMITED
REGISTERED NUMBER: 13411913

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£000
£000
Fixed assets
  

Intangible assets
 14 
40,754
38,521
Tangible assets
 15 
137,076
154,776
Investments
 16 
42,244
37,687
Investment property
 17 
9,596
-
  
229,670
230,984
Current assets
  

Stocks
 18 
3,701
5,273
Debtors: amounts falling due after more than one year
 19 
4,442
10,007
Debtors: amounts falling due within one year
 19 
108,363
184,165
Current asset investments
 20 
286,648
264,293
Cash at bank and in hand
 21 
186,726
295,561
  
589,880
759,299

Creditors: amounts falling due within one year
 22 
(150,731)
(206,479)
Net current assets
  
 
 
439,149
 
 
552,820
Total assets less current liabilities
  
668,819
783,804

Creditors: amounts falling due after more than one year
 23 
(19)
(24)
Provisions for liabilities
  

Deferred taxation
 25 
(7,745)
(15,945)
Other provisions
 26 
(136,912)
(286,356)
  
 
 
(144,657)
 
 
(302,301)
Net assets
  
524,143
481,479
Capital and reserves
  

Called up share capital 
 27 
100
100
Profit and loss account
  
519,652
477,529
Equity attributable to owners of the parent Company
  
519,752
477,629

Non-controlling interests
  
4,391
3,850
  
524,143
481,479

Page 18

 
GB EUROPE HOLDINGS LIMITED
REGISTERED NUMBER: 13411913
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 March 2025.




................................................
I R Liddell
Director

The notes on pages 26 to 51 form part of these financial statements.

Page 19

 
GB EUROPE HOLDINGS LIMITED
REGISTERED NUMBER: 13411913

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

Fixed assets
  

Tangible assets
 15 
-
11,995

Investments
 16 
100
100

Investment property
 17 
11,995
-

  
12,095
12,095

Current assets
  

Debtors: amounts falling due within one year
 19 
22,083
17,060

Cash at bank and in hand
 21 
5,202
16,907

  
27,285
33,967

Creditors: amounts falling due within one year
 22 
(17,378)
(24,190)

Net current assets
  
 
 
9,907
 
 
9,777

Total assets less current liabilities
  
22,002
21,872

  

  

Net assets
  
22,002
21,872


Capital and reserves
  

Called up share capital 
 27 
100
100

Profit and loss account brought forward
  
21,772
21,858

Profit/(loss) for the year
  
130
(86)

Profit and loss account carried forward
  
21,902
21,772

  
22,002
21,872


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 March 2025.


................................................
I R Liddell
Director

The notes on pages 26 to 51 form part of these financial statements.

Page 20

 
GB EUROPE HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity

£000
£000
£000
£000
£000


At 1 January 2022
100
395,375
395,475
136
395,611


Comprehensive income for the year

Profit for the year
-
82,179
82,179
(501)
81,678

Currency translation differences
-
(25)
(25)
-
(25)

Acquisition of subsidiary
-
-
-
4,215
4,215



At 1 January 2023 (as previously stated)
100
480,978
481,078
3,850
484,928

Prior year adjustment - correction of error
-
(3,449)
(3,449)
-
(3,449)


At 1 January 2023 (as restated)
100
477,529
477,629
3,850
481,479


Comprehensive income for the year

Profit for the year
-
42,123
42,123
541
42,664


At 31 December 2023
100
519,652
519,752
4,391
524,143


The notes on pages 26 to 51 form part of these financial statements.

Page 21

 
GB EUROPE HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


At 1 January 2022
100
21,858
21,958


Comprehensive income for the year

Loss for the year
-
(86)
(86)



At 1 January 2023
100
21,772
21,872


Comprehensive income for the year

Profit for the year
-
130
130


At 31 December 2023
100
21,902
22,002


The notes on pages 26 to 51 form part of these financial statements.

Page 22

 
GB EUROPE HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated
2023
2022
£000
£000

Cash flows from operating activities

Profit for the financial year
42,664
81,678

Adjustments for:

Share of operating (loss) in associates
(4,782)
(6,504)

Taxation charge
12,265
20,220

Interest paid
21,083
17,194

Interest and income from investments received
(21,360)
(9,235)

Loss on disposal of tangible assets
-
13

Gain on disposal of investment property
-
(529)

Net fair value (gains)/losses recognised in P&L
(17,019)
33,234

Amortisation of intangible assets
5,671
5,149

Depreciation of tangible assets
32,255
56,959

Foreign exchange gains on cash equivalents
-
(25)

Non-cash movement
-
7,635

(Decrease) in provisions
(149,443)
(9,382)

Decrease/(increase) in stocks
1,572
(2,930)

Decrease in debtors
81,670
96,622

(Decrease) in creditors
(63,455)
(80,800)

Corporation tax (paid)
(12,941)
(24,108)

Net cash generated from operating activities

(71,820)
185,191

Page 23

 
GB EUROPE HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated

2023
2022

£000
£000



Cash flows from investing activities

Purchase of business
-
(6,185)

Purchase of intangible fixed assets
(7,904)
(3,242)

Purchase of tangible fixed assets
(25,992)
(54,392)

Sale of tangible fixed assets
1,840
608

Sale of investment properties
-
1,010

Purchase of unlisted and other investments
(5,152)
(11,269)

Sale of unlisted and other investments
10
-

Interest received
7,510
1,773

Income from investments
13,850
7,462

Cash acquired on acquisition of subsidiaries
-
10,402

Net cash from investing activities

(15,838)
(53,833)

Cash flows from financing activities

Repayment of/new finance leases
(94)
(589)

Interest paid
(21,083)
(17,194)

Net cash used in financing activities
(21,177)
(17,783)

Net (decrease)/increase in cash and cash equivalents
(108,835)
113,575

Cash and cash equivalents at beginning of year
295,561
181,986

Cash and cash equivalents at the end of year
186,726
295,561


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
186,726
295,561

186,726
295,561


The notes on pages 26 to 51 form part of these financial statements.

Page 24

 
GB EUROPE HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£000

£000

£000

Cash at bank and in hand

295,561

(108,835)

186,726

Finance leases

(119)

94

(25)


295,442
(108,741)
186,701

The notes on pages 26 to 51 form part of these financial statements.

Page 25

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023



General information

GB Europe Holdings Limited 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 its subsidiaries.
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.

1.Accounting policies

 
1.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 2).

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

The following principal accounting policies have been applied:

 
1.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
1.3

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.

Page 26

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies (continued)

 
1.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Limited sites.

 
1.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
1.6

Research and development

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 feasability can be demonstrated.

 
1.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
1.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
1.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 27

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies (continued)

 
1.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
1.11

Intangible assets

Goodwill

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

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 Amortisation is provided on the following bases:

Development expenditure
-
20%
Straight line
Goodwill
-
10%
Straight line

Page 28

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies (continued)

 
1.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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

Depreciation is provided on the following basis:

Long-term leasehold land
-
not depreciated
Leasehold improvements
-
over the life of the lease
Plant and machinery
-
10-25%
Motor vehicles
-
10-33%
Fixtures and fittings
-
10-15%
Computer equipment
-
8-8.33%
Other fixed assets
-
10-15%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
1.13

Investment property

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

 
1.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
1.15

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
 
Page 29

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies (continued)


1.15
Associates and joint ventures (continued)


In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Balance Sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

  
1.16

Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalue 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.

Page 30

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies (continued)

 
1.17

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
1.18

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

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

 
1.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

  
1.20

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

 
1.21

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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, 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.


 
Page 31

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies (continued)


1.21
Financial instruments (continued)

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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


 
Page 32

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies (continued)


1.21
Financial instruments (continued)

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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


2.


Judgements in applying accounting policies 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. 
 
Page 33

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Judgements in applying accounting policies (continued)

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: 
 . economic or legal reasons which could suggest the debtor is suffering financial difficulties; and
 . observable data indicating that there has been a measurable decrease in the estimated future cash
    flows from a group of financial assets since the initial recognition of those assets.


3.


Turnover

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

Analysis of turnover by country of destination:

2023
2022
£000
£000

United Kingdom
400,035
848,379

Rest of the world
34,987
82,800

435,022
931,179



4.


Other operating income

2023
2022
£000
£000

Release of dilapidations provision and sundry income
9,488
3,201



5.


Fair value movements

2023
2022
£000
£000


Net fair value movements on listed and current asset investments
17,019
(33,234)


Page 34

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Operating profit

The operating profit is stated after charging:

2023
2022
£000
£000

Operating lease charges
20,557
24,529

Exchange gains
(2,819)
(863)

Government grants
(43)
(93)

Depreciation
32,255
56,959

Amortisation
5,671
5,149

Loss on disposal of tangible fixed assets
(2)
13

Profit on disposal of investment property
-
(529)


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors and their associates:


2023
2022
£000
£000

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
82
60

Fees payable to the Company's auditors in respect of:

The auditing of accounts of associates of the Company
264
217

Fees payable to the Company's auditors in connection with the Group's pension scheme(s) in respect of:

Taxation compliance services
-
19

All non-audit services not included above
-
34

Page 35

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Employees

Staff costs, including director's remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000


Wages and salaries
63,792
78,258
-
-

Social security costs
6,627
9,667
-
-

Cost of defined contribution scheme
1,182
1,054
-
-

71,601
88,979
-
-


The average monthly number of employees, including the director, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Employees
1,416
1,282
1
1


9.


Director's remuneration



The highest paid director received remuneration of £332,000 (2022 - £332,000).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £3,522 (2022 - £NIL).


10.


Income from other fixed asset investments

2023
2022
£000
£000


Dividend income from current asset investments and associates
13,850
7,462



11.


Interest receivable

2023
2022
£000
£000


Bank and investment interest receivable
7,510
1,773

Page 36

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Interest payable and similar expenses

2023
2022
£000
£000


Bank interest payable
1,360
244

Interest charge on provisions
19,723
16,950

21,083
17,194


13.


Taxation


As restated
2023
2022
£000
£000

Corporation tax


Current tax on profits for the year
20,486
21,703

Adjustments in respect of previous periods
(21)
3,335


20,465
25,038


Total current tax
20,465
25,038

Deferred tax


Origination and reversal of timing differences
(8,200)
(5,027)

Other adjustments
-
209

Total deferred tax
(8,200)
(4,818)


Tax on profit
12,265
20,220
Page 37

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
13.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

As restated
2023
2022
£000
£000


Profit on ordinary activities before tax
54,929
101,898


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
12,919
19,361

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
(829)
2,788

Utilisation of tax losses
8,394
(61)

Share of profits of associates
(1,125)
(1,258)

Adjustments to tax charge in respect of prior periods
104
776

Short-term timing difference leading to an increase/(decrease) in taxation
419
(461)

Other timing differences leading to a decrease in taxation
(414)
(645)

Non-taxable income
(472)
(445)

Chargeable gains/losses
3,995
-

Movement in deferred tax not recognised
(4,247)
-

Dividends from UK companies
(2,921)
-

Deferred tax
(2,305)
(3,284)

Change in tax rate
(1,253)
-

Prior year tax adjustment
-
3,449

Total tax charge for the year
12,265
20,220

Page 38

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Intangible assets

Group





Development expenditure
Goodwill
Total

£000
£000
£000



Cost


At 1 January 2023
2,180
56,496
58,676


Additions
7,904
-
7,904



At 31 December 2023

10,084
56,496
66,580



Amortisation


At 1 January 2023
12
20,143
20,155


Charge for the year on owned assets
28
5,643
5,671



At 31 December 2023

40
25,786
25,826



Net book value



At 31 December 2023
10,044
30,710
40,754



At 31 December 2022
2,168
36,353
38,521



Page 39

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Tangible fixed assets

Group






Land and buildings
Leasehold improvements
Plant and machinery
Motor vehicles

£000
£000
£000
£000



Cost or valuation


At 1 January 2023
23,416
80,148
8,892
11,152


Additions
19,633
587
1,284
589


Disposals
-
(6)
-
(24)


Transfers between classes
(9,596)
-
-
-



At 31 December 2023

33,453
80,729
10,176
11,717



Depreciation


At 1 January 2023
-
15,095
3,801
9,329


Charge for the year on owned assets
-
4,779
1,114
488


Disposals
-
(3)
-
(24)



At 31 December 2023

-
19,871
4,915
9,793



Net book value



At 31 December 2023
33,453
60,858
5,261
1,924



At 31 December 2022
23,416
65,053
5,091
1,824
Page 40

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           15.Tangible fixed assets (continued)


Fixtures and fittings
Computer equipment
Other fixed assets
Total

£000
£000
£000
£000



Cost or valuation


At 1 January 2023
10,971
1,774
114,821
251,174


Additions
372
467
3,060
25,992


Disposals
(1,171)
(37)
(1,793)
(3,031)


Transfers between classes
-
-
-
(9,596)



At 31 December 2023

10,172
2,204
116,088
264,539



Depreciation


At 1 January 2023
5,646
1,406
61,121
96,398


Charge for the year on owned assets
870
108
24,896
32,255


Disposals
-
(35)
(1,128)
(1,190)



At 31 December 2023

6,516
1,479
84,889
127,463



Net book value



At 31 December 2023
3,656
725
31,199
137,076



At 31 December 2022
5,325
367
53,700
154,776

Page 41

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Company






Land and buildings

£000


At 1 January 2023
11,995


Transfers between classes
(11,995)



At 31 December 2023

-






At 31 December 2023

-



Net book value



At 31 December 2023
-



At 31 December 2022
11,995







16.


Fixed asset investments

Group





Investments in associates
Listed investments
Unlisted investments
Total

£000
£000
£000
£000



Cost or valuation


At 1 January 2023
36,865
784
38
37,687


Disposals
-
-
(10)
(10)


Revaluations
(5)
(184)
(26)
(215)


Share of profit/(loss)
4,782
-
-
4,782



At 31 December 2023
41,642
600
2
42,244




Page 42

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Company





Investments in subsidiary companies

£000



Cost or valuation


At 1 January 2023
100



At 31 December 2023
100





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Uniserve Holdings Limited
England & Wales
Ordinary
100%
Ellerman City Liners Limited
England & Wales
Ordinary
100%
Ellerman Lines Limited
England & Wales
Ordinary
100%
* Uniserve Limited
England & Wales
Ordinary
100%
* Uniserve (UK) Limited
England & Wales
Ordinary
99%
* Uniserve (Air Freight) Limited
England & Wales
Ordinary
99%
* Uniserve (Europe) Limited
England & Wales
Ordinary
99%
* Uniserve (Scotland) Limited
England & Wales
Ordinary
99%
* Eurotrade Fulfillment Limited
England & Wales
Ordinary
99%
* Ocean Gateway LLP
England & Wales
Ordinary
99%
* Ocean Gateway (2) LLP
England & Wales
Ordinary
99%
* Seafast Holdings Limited
England & Wales
Ordinary
100%
* Wilgo Freight Holdings Limited
England & Wales
Ordinary
100%
* Customs Insights Consultancy Limited
England & Wales
Ordinary
100%
* Portall Solutions Limited
England & Wales
Ordinary
100%
* One World Global Trade Management Limited
England & Wales
Ordinary
100%
* Zenith Logistics Services (UK) Limited
England & Wales
Ordinary
100%
* EGDC Singapore Pte Ltd
Singapore
Ordinary
100%
* Kelleher Forwarding Limited
England & Wales
Ordinary
100%
* Agency Labour Staff Limited
England & Wales
Ordinary
100%
* Felixstowe Gateway Portcentric Services Ltd
England & Wales
Ordinary
100%
* The Holding Centre Ltd
England & Wales
Ordinary
100%
* Regional Freight Services Limited
England & Wales
Ordinary
100%
* Supply Chain Academy Limited
England & Wales
Ordinary
100%
* Metro Global Holdings Limited
England & Wales
Ordinary
100%
* Grand Events Holdings Limited
England & Wales
Ordinary
75%
** Seafast Cold Chain Logistics plc
England & Wales
Ordinary
100%
** Seafast Global plc
England & Wales
Ordinary
100%
** Seafast Shipping plc
England & Wales
Ordinary
100%
** Seafast Liner Agency Limited
England & Wales
Ordinary
100%
** Seafast Logistics Limited
England & Wales
Ordinary
100%
** South Atlantic Container Line Limited
England & Wales
Ordinary
100%
*** Metro Shipping Limited
England & Wales
Ordinary
100%
**** Cromwell Manor Functions Limited
England & Wales
Ordinary
75%
Page 43

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

**** Saville's Catering Limited
England & Wales
Ordinary
75%
^ Uniserve Drinks Logistics Limited
England & Wales
Ordinary
100%
^ Pelican Two Limited
England & Wales
Ordinary
100%
^^ DJB Haulage Limited
England & Wales
Ordinary
100%
^^^ Platforms International Limited
England & Wales
Ordinary
100%
^^^^ CP Training Services Limited
England & Wales
Ordinary
100%
^^^^^ London Stansted Cargo Limited
England & Wales
Ordinary
99%
* OTX Logistics BV
Netherlands
Ordinary
50%

* 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


Associates


The following were associates of the Company:


Name

Registered office

Class of shares

Holding

Asia (UK) Properties LLP
England & Wales
Ordinary
50%
Montana Homes LLP
England & Wales
Ordinary
50%
DG International Group Limited
England & Wales
Ordinary
50%
George Baker Group Limited
England & Wales
Ordinary
50%
Efret Limited
England & Wales
Ordinary
50%
Wineflow Freight Forwarding Limited
England & Wales
Ordinary
50%
Wineflow Clearance Limited
England & Wales
Ordinary
50%

Page 44

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Investment property

Group


Freehold investment property

£000



Valuation


Transfers between classes
9,596



At 31 December 2023
9,596

The freehold investment property is valued at cost which is  directly equivalent to Fair Value.



Company





Freehold investment property

£000



Valuation


Transfers between classes
11,995



At 31 December 2023
11,995


18.


Stocks

Group
Group
2023
2022
£000
£000

Stocks
3,701
5,273


Page 45

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Due after more than one year

Other debtors
4,442
10,007
-
-


Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Due within one year

Trade debtors
48,375
91,781
-
-

Amounts owed by group undertakings
-
-
22,060
17,060

Amounts owed by joint ventures and associated undertakings
18,636
8,259
-
-

Other debtors
16,374
10,206
23
-

Prepayments and accrued income
24,621
73,834
-
-

Tax recoverable
357
85
-
-

108,363
184,165
22,083
17,060



20.


Current asset investments

Group
Group
2023
2022
£000
£000

Managed fund investments
286,648
264,293



21.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Cash at bank and in hand
186,726
295,561
5,202
16,907


Page 46

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Creditors: Amounts falling due within one year

Group

Group
As restated
Company

Company
As restated
2023
2022
2023
2022
£000
£000
£000
£000

Trade creditors
57,796
77,833
-
-

Amounts owed to group undertakings
-
-
16,897
16,897

Amounts owed to associates
13,431
3,592
-
-

Corporation tax
42,422
34,626
88
5,127

Other taxation and social security
129
4,996
129
2,000

Obligations under finance lease and hire purchase contracts
6
95
-
-

Other creditors
4,103
6,418
70
80

Accruals and deferred income
32,844
78,919
194
86

150,731
206,479
17,378
24,190



23.


Creditors: Amounts falling due after more than one year

Group
Group
2023
2022
£000
£000

Net obligations under finance leases and hire purchase contracts
19
24





24.


Hire purchase and finance leases


Group
Group
2023
2022
£000
£000

Within one year
6
95

Between 1-5 years
19
24

25
119

Page 47

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

25.


Deferred taxation


Group



2023
2022


£000

£000






At beginning of year
(15,945)
(21,311)


Charged to profit or loss
8,200
5,366



At end of year
(7,745)
(15,945)






Group
Group
2023
2022
£000
£000

Accelerated capital allowances
(7,745)
(15,945)

(7,745)
(15,945)

Page 48

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

26.


Provisions


Group



Claims provisions
Dilapidations provisions
Voyages provisions
Total

£000
£000
£000
£000





At 1 January 2023
271,537
9,270
5,549
286,356


Charged to profit or loss
18,064
-
5,483
23,547


Unwind of discount
16,950
-
-
16,950


Utilised in year
-
(700)
-
(700)


Released in year
(189,241)
-
-
(189,241)



At 31 December 2023
117,310
8,570
11,032
136,912

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

Dilapidations 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.


27.


Share capital

2023
2022
£000
£000
Allotted, called up and fully paid



100,001 (2022 - 100,001) Ordinary Shares shares of £1.00 each
100
100


Page 49

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

28.


Prior year adjustment

During the current financial year, it was identified that an error was made in the corporation tax liability in the financial statements for the year ended 31 December 2022. The provision for corporation tax liability was incorrectly calculated in an understatement of £3,448,805 and the corresponding tax expense was understated by the same amount. 
In accordance with section 10 of FRS 102, the financial statements for the prior year have been restated to reflect the correction of this error. The impact of the adjustment is as follows:
Statement of Income and Retained Earnings:
• The tax expense for the prior year has been increased by £3,448,805.
Balance sheet;
• The tax liability as at 31 December 2022 has been increased by £3,448,805.
• The retained earnings as at 31 December 2022 have been reduced by £3,448,805 to reflect the    additional tax liability.


29.


Pension commitments

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 £1,096,000 (2022 - £1,054,000). Contributions totalling £167,130 (2022 - £Nil) were payable to the fund at the balance sheet date and are included in creditors.


30.


Commitments under operating leases

At 31 December 2023 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
Group
£000
£000


Not later than 1 year
72,504
90,104

Later than 1 year and not later than 5 years
93,872
58,025

Later than 5 years
18,907
150,398

185,283
298,527

Page 50

 
GB EUROPE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

31.


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 £5,675,337 to Uniserve Holdings Group Employee Benefit Trust has been fully impaired during the year. Accumulated interest charged in respect of this loan amounts to £nil (2022: £2,737,000). During the year interest of £nil (2022: £174,000) was charged in respect of this loan.
A loan of £4,332,000 (2022: £4,332,000) to Uniserve Funded Unapproved Retirement Benefit Scheme, accumulated interest charged in respect of this loan amounts to £1,994,000 (2022: £1,898,000). During the year interest of £97,000 (2022: £96,000) was charged in respect of this loan.
A balance owed to Uniserve (Ireland) Limited of £7,509,000 (2022: £8,437,000). During the year the group purchased services amounting to £nil (2022: £nil) from this company and made sales of £nil (2022: £nil) to this company. Mr I R Liddell is a director and shareholder of Uniserve (Ireland) Limited.
A balance of £185,500 due from Mr I R Liddell (2022: £76,000). This balance is owed to the group and is comprised of the following amounts; due to Uniserve Holdings Limited £185,500 (2022: £76,000)
A balance of £87,000 (2022: £87,000) is due to Uniocean Lines Limited. Of this amount £1,000 (2022: £1,000) is owed to Uniserve Holdings Limited. Mr I R Liddell is a director and shareholder of Uniocean Lines Limited.
A balance of £10,000 (2022: £102,000 due to) due from Birmingham Business Park Properties LLP, owed to Uniserve Holdings Limited. Uniserve Holdings Limited made purchase of £nil (2022: £nil) from the LLP. Birmingham Business Park Properties is a related party due to the common shareholder of Mr I R Liddell.


32.


Post balance sheet events

Since the balance sheet date, the Group acquired the following companies : The remaining 50% of the shares in ( OTX Logistics BV, OTX Chain BV, OTX Solutions BV and Westpoort Recon Space BV)  on 9 February 2024 for £1, 50% of  Beyondly Global Limited on 26 April 2024 for £11,250,000 and 50% in K-log Invest on 6 August  2024 for £5,720,628. The Group also acquired land lying to the south of Honeywood Parkway Whitefiled in Dover for  £10,000,000 on 21 August 2024. 


33.


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.

 
Page 51