Company registration number 05186549 (England and Wales)
S5 AGENCY WORLD LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
S5 AGENCY WORLD LTD
COMPANY INFORMATION
Director
A E Barthold
(Appointed 23 April 2025)
A Zavala
(Appointed 1 April 2025)
Company number
05186549
Registered office
Suite 17
Beaufort Court
Admirals Way
London
E14 9XL
Auditor
Gravita II LLP
Aldgate Tower
2 Leman Street
London
E1 8FA
S5 AGENCY WORLD LTD
CONTENTS
Page
Strategic report
1 - 3
Director's report
4 - 5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group statement of financial position
10
Company statement of financial position
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 33
S5 AGENCY WORLD LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

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

Fair review of the business and future developments

The principal activity of the company and group continued to be that of an international shipping agency. The directors are of the view that these activities will continue for the foreseeable future.

 

The group made an operating profit of £243k (2022: £380k profit). The directors do not recommend the payment of a dividend.

 

The average number of employees for the group was 195 (2022: 165). The average number of employees (including directors) employed by the company during the year was 10 (2022: 9).

The mission of the Group is to make shipping easy. The Group has the vision to become the leading provider of ship services in the world. The Group operates with a set of strong core values:

 

The strategy is to continue to push for organic growth. The Group has a competitive advantage through its system, and a unique value proposition and aims to leverage its strong client portfolio to expand the range of services that it provides to its client base.

Financial instruments

The group's principal financial instruments comprise bank balances, trade creditors, trade debtors and trade balances with related entities. The main purpose of the instruments is to raise funds to finance the group's operations. Due to the nature of the financial instruments used by the group there is no exposure to price risk. The company's approach to managing other risks applicable to the financial instruments concerned is shown below.

 

Trade debtors are managed in respect of credit and cash flow risk by ensuring that both credit limits, and amounts outstanding are regularly monitored.

 

There are various trade balances that are denominated in foreign currencies, and therefore subject to foreign exchange fluctuations. Significant currency fluctuations are a risk to the group, as adverse movements could lead to a significant cost to the group. Foreign exchange movements are monitored by management, considering the financial effect on the group.

 

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Development and performance

The financial period to 31 December 2023 was in line with 2022 with S5 maintaining its existing client base backdrop of increased competition at both regional and global level.

 

The conflict between Russia and Ukraine has had marginal impact on the business with less than 3% of activities conducted in the region. S5 continues to be extremely vigilant and deploys a number of tools that ensure the risk of servicing clients, ports and entities in the affected region is minimised. Extra care is taken to ensure the company does not breach any international restrictions and sanctions.

 

Both revenue and costs decreased compared to 2022 due to lower FX hedging and structural re-organisation.

 

The company continues to implement revenue maximisation and cost control programs by running back office operations in low cost regions in Asia, while maintaining client management expertise and senior executives in Europe. This structure continues to enable the company to deliver better value processing services to its existing and new clients.

S5 AGENCY WORLD LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Key performance indicators

The key financial highlights are as follows:

 

 

 

Dec 23

Dec 22

Turnover

 

 

£4,354,008

£5,759,322

Operating Profit Margin before exceptional item

 

 

5.57%

6.59%

Profit (loss) before Tax before exceptional item

 

 

£311,667

£710,011

 

Principal risks and uncertainties

The company and the industry have recovered from the affects of the global pandemic.

 

As has been mentioned above the conflict between Russia and Ukraine has had a marginal impact on operations and activities of the company and the company continues to carefully monitor, assess and adhere to all international regulations in relation to the region.

 

The other principal risks and uncertainties to the business are described as regulatory compliance, technological infrastructure, cyber security, disaster recovery, exchange rate movements, Health & Safety and some economic and trading uncertainty in relation to Brexit. The risks stated below are considered by management as the most important to mitigate:

 

Risk

 

Impact on group

 

Mitigation

 

Fraud & impropriety

by staff or an

operating partner

Due to the high volumes of cash thru

put, the risk and impact of fraud will

be very high, not only on the liquidity

of the company, but also the

company’s ability to fulfil its global

obligations.

 

Management have implement strict rules and procedures across the whole company in relation to Banking and approvals. Additionally, Treasury and compliance teams have been created to ensure the policy is implement and adequate Internal control systems are in place.

 

Exposure to

fluctuations in

foreign exchange

 

Foreign exchange market

fluctuations continue due to

uncertainty surrounding import and

export tariffs involving the China-US

trade relations and Brexit.

 

Management closely monitor the movements in foreign exchange rates and will take corrective actions where necessary.

 

Advancements in

technology

 

Technological advancement
gives customers the ability to review
and compare prices from
multiple shipping agencies.

The threat of technological change

rendering aspects of our current

service offering obsolete.

 

Management continue to review and invest in current and new infrastructure to ensure that the group is best placed to provide shipping information to their customers.

Continued development and promotion of S5 corporate brand and values.

Cyber security/crime

There has been a general increase

in cybercrime that has prompted

various governments to issue new

regulations to tackle data breaches.

 

Breach of data security could impact

on the reputation of the group

resulting in user numbers to

decrease.

Security measures such as end to end use encryption and data storage are reviewed on a regular basis by IT technicians to ensure data breaches are prevented.

 

Maintain current arching solutions so lost data can be recovered quickly and efficiently.

 

Key information retained in multiple systems and locations.

 

S5 AGENCY WORLD LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Principal risks and uncertainties (continued)

Risk

 

Impact on group

 

Mitigation

 

Legal and

regulatory impact

Legal or regulatory breach by the

Group resulting in fines and

sanctions and ultimately loss of

ability to operate.

 

Examples could include

non-compliance with the Bribery Act.

 

Maintain current training programme to ensure all staff are fully aware of business obligations.

 

Continuing management and reporting.

 

Maintain adequate levels of insurance cover.

 

In view of these risks and uncertainties, the directors are aware that the development of the company may be affected by factors outside their control.

Staff welfare and their safety as well the company’s’ commitment to maintaining its environmental responsibilities remain at the forefront of all our planning and strategic development.

On behalf of the board

A Zavala
Director
25 May 2025
S5 AGENCY WORLD LTD
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

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

Principal activities

The principal activity of the company and group continued to be that of international shipping agency.

Results and dividends

The results for the year are set out on page 9.

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

Director

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

M Ter Laak
(Resigned 23 April 2024)
J Pupe
(Resigned 23 April 2024)
J S Berman
(Resigned 23 April 2024)
R G Moreira
(Appointed 23 April 2024 and resigned 1 April 2025)
A E Barhold
(Appointed 23 April 2025)
A Zavala
(Appointed 1 April 2025)
Post reporting date events

On the 23rd April 2024, Norton Lilly NCA Inc (NLI) became the majority shareholder by acquiring 70% of the shareholding in the immediate parent company First Dutch Maritime B.V. from Maritime Services 1 B.V.

Future developments

The directors consider that the group is well placed to develop its activities in the foreseeable future. The group will continue to develop the S5 brand and provide international shipping agency services.

Auditor

The auditor, Gravita II LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report
Statement of director's responsibilities

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

 

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

 

 

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

S5 AGENCY WORLD LTD
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
A Zavala
Director
25 May 2025
S5 AGENCY WORLD LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF S5 AGENCY WORLD LTD
- 6 -
Opinion

We have audited the financial statements of S5 Agency World Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Material uncertainty related to going concern - overdrawn client money bank account

We draw attention to note 1.4 of the financial statements concerning the group's and parent company's ability to continue as a going concern. We have considered the adequacy of the disclosures made in notes 1.4 and 16 to the financial statements concerning the fact that as at the balance sheet date £1.7m has been funded by overdrawn client accounts, and that, if the various loans to related entities that are being funded by these overdrawn client accounts and/or the group and parent company fails to cover the balance in full, then the bank has a right to offset this balance against monies in other designated client accounts. We have not been able to ascertain whether any breach of contract has occurred.

 

These conditions, along with other matters explained in note 1.4 of the financial statements, indicate the existence of a material uncertainty which may cause significant doubt over the group's and parent company's ability to continue as a going concern. Our opinion is not modified in this respect.

 

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.

 

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

 

We have nothing to report in this regard.

S5 AGENCY WORLD LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF S5 AGENCY WORLD LTD
- 7 -

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's report.

 

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

Responsibilities of director

As explained more fully in the director's responsibilities statement set out on page 4, 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 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 parent company or to cease operations, or has 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

S5 AGENCY WORLD LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF S5 AGENCY WORLD LTD
- 8 -

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

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

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

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment by for example forgery, or intentional misrepresentation or through collusion. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

 

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.

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.

Bashir Khan ACCA (Senior Statutory Auditor)
For and on behalf of Gravita II LLP
27 May 2025
Chartered Accountants
Statutory Auditor
Aldgate Tower
2 Leman Street
London
E1 8FA
S5 AGENCY WORLD LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
as restated
Notes
£
£
Turnover
3
4,354,008
5,759,322
Administrative expenses
(4,132,603)
(5,379,604)
Other operating income
21,259
-
Operating profit
4
242,664
379,718
Interest receivable and similar income
8
1,164,369
718,570
Interest payable and similar expenses
9
(1,095,366)
(388,277)
Profit before taxation
311,667
710,011
Tax on profit
10
(114,718)
(228,175)
Profit for the financial year
21
196,949
481,836
Other comprehensive income
Currency translation loss taken to retained earnings
(38,198)
(8,046)
Total comprehensive income for the year
158,751
473,790
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The income statement has been prepared on the basis that all operations are continuing operations.

S5 AGENCY WORLD LTD
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
12
54,573
38,862
Current assets
Debtors
15
8,612,631
5,353,641
Cash at bank and in hand
212,288
356,665
8,824,919
5,710,306
Creditors: amounts falling due within one year
16
(7,169,195)
(4,208,160)
Net current assets
1,655,724
1,502,146
Total assets less current liabilities
1,710,297
1,541,008
Creditors: amounts falling due after more than one year
17
(80,170)
(69,632)
Net assets
1,630,127
1,471,376
Capital and reserves
Called up share capital
20
120,000
120,000
Profit and loss reserves
21
1,510,127
1,351,376
Total equity
1,630,127
1,471,376
The financial statements were approved by the board of directors and authorised for issue on 25 May 2025 and are signed on its behalf by:
25 May 2025
A Zavala
Director
Company registration number 05186549 (England and Wales)
S5 AGENCY WORLD LTD
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
12
21,594
25,360
Investments
13
11,566
11,566
33,160
36,926
Current assets
Debtors
15
8,299,661
5,172,203
Cash at bank and in hand
69,994
261,157
8,369,655
5,433,360
Creditors: amounts falling due within one year
16
(7,470,521)
(4,582,166)
Net current assets
899,134
851,194
Net assets
932,294
888,120
Capital and reserves
Called up share capital
20
120,000
120,000
Profit and loss reserves
21
812,294
768,120
Total equity
932,294
888,120

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the period was £44,174 (2022 - £582,043 profit).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 25 May 2025 and are signed on its behalf by:
25 May 2025
A Zavala
Director
Company registration number 05186549 (England and Wales)
S5 AGENCY WORLD LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
120,000
588,369
708,369
Prior period adjustment
27
-
289,217
289,217
As restated
120,000
877,586
997,586
Year ended 31 December 2022:
Profit for the year
-
481,836
481,836
Other comprehensive income:
Currency translation differences
-
(8,046)
(8,046)
Total comprehensive income
-
473,790
473,790
Balance at 31 December 2022
120,000
1,351,376
1,471,376
Year ended 31 December 2023:
Profit for the year
-
196,949
196,949
Other comprehensive income:
Currency translation differences
-
(38,198)
(38,198)
Total comprehensive income
-
158,751
158,751
Balance at 31 December 2023
120,000
1,510,127
1,630,127
S5 AGENCY WORLD LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Profit and loss reserves
Total
£
£
£
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
120,000
(103,140)
16,860
Prior period adjustment
27
-
289,217
289,217
As restated
120,000
186,077
306,077
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
582,043
582,043
Balance at 31 December 2022
120,000
768,120
888,120
Year ended 31 December 2023:
Profit and total comprehensive income
-
44,174
44,174
Balance at 31 December 2023
120,000
812,294
932,294
S5 AGENCY WORLD LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
2023
2022
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
25
(1,318,329)
1,172,824
Interest paid
(1,095,366)
(486,500)
Income taxes paid
(112,447)
(78,016)
Net cash (outflow)/inflow from operating activities
(2,526,142)
608,308
Investing activities
Purchase of tangible fixed assets
(34,838)
(22,014)
Proceeds from disposal of tangible fixed assets
(1,398)
-
Interest received
1,164,369
816,793
Net cash generated from investing activities
1,128,133
794,779
Net (decrease)/increase in cash and cash equivalents
(1,398,009)
1,403,087
Cash and cash equivalents at beginning of year
(747,878)
(2,142,685)
Effect of foreign exchange rates
(37,755)
(8,280)
Cash and cash equivalents at end of year
(2,183,642)
(747,878)
Relating to:
Cash at bank and in hand
212,288
356,665
Bank overdrafts included in creditors payable within one year
(2,395,930)
(1,104,543)
S5 AGENCY WORLD LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
1
Accounting policies
Company information

S5 Agency World Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Suite 17, Beaufort Court, Admirals Way, London, E14 9XL.

 

The group consists of S5 Agency World Ltd and all of its subsidiaries, as set out in note 14.

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. The functional currency of the subsidiary is rupee and the reporting currency for the Group is sterling. 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 a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

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

S5 AGENCY WORLD LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company S5 Agency World Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

S5 Agency World (India) Private Limited has been included in the group financial statements using the purchase method of accounting. Accordingly, the group profit and loss account and statement of cash flows include the results and cash flows of S5 Agency World (India) Private Limited. The purchase consideration has been allocated to the assets and liabilities on the basis of fair value at the date of acquisition.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

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

1.4
Going concern

As explained in note 16, the group has overdrawn client accounts totalling £1,678,027 as at the balance sheet date.

 

As at the balance sheet date the group has assets of £1,630,127 (2022: £1,471,376) and made a profit of £158,751 (2022: profit of £473,790) during the year ended 31 December 2023. The Directors have reviewed the 16 months management accounts for the period ended 30 April 2025 which shows a loss of £1.812m. The Directors have concluded that the group are forecasted to make a profit for the 18 months period to 30 June 2026.

 

The financial statements are prepared on a going concern basis on the assumption that the Group (‘S5AW’) will continue in operational existence for the foreseeable future. The validity of this depends upon the future funding and business plan set out in the signed shareholders agreement dated 23 April 2024.

 

On 23 April 2024, there was a restructuring of the group which resulted in having a new majority shareholder, Norton Lilly NCA Inc (‘NLI’) injecting additional cash funds of $16.1m and capitalising existing loans of approx. $9m in the Wambersie B.V Group.

 

Of the $16.1m cash injection in the group, the directors have confirmed that $4.1m will be injected into the S5AW Group over a period of 12 months and they will continue to review the working capital requirements of the business. The shareholders agreement sets out terms for further funding of $8m cash should there be a need for additional support within the wider group.

 

Norton Lilly NCA Inc (70%) and Maritime Services 1 B.V. (30%) are the shareholders of the S5 Agency World Limited (‘S5AW’) Group and Wambersie B.V. Group.

 

The majority shareholder together with its wider group of companies have presence in multiple regions and it is engaged in ship agency services, logistics, brokerage, vessel planning and other marine activities which enhance and will benefit the growth S5AW Group business.

 

Having considered the above, the Directors are of the opinion that the Group (and parent) are reliant upon the continuing support of its shareholders to enable it to continue trading and to discharge its liabilities as they arise.

S5 AGENCY WORLD LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -

Taking all this into account, the Directors consider the going concern basis to be appropriate and have prepared the financial statements on this basis.

 

The financial statements do not include any adjustments to the value of the balance sheet assets or provision for further liabilities which would result should the going concern concept not be valid.

1.5
Turnover

Turnover represents fees receivable for services provided as a shipping agent net of VAT.

Revenue from contracts for the provision of shipping agency services is recognised at the time of departure of the ship from the port.

 

As part of shipping agency services, the company is requested by its clients to provide them with foreign exchange (FX) conversion rates to settle the relevant shipping costs. As the company itself is not an FX provider, to obtain foreign currencies it enters into transactions with various FX providers. Under the company's agreements with these providers, the company has agreed preferential competitive rates which are beneficial to its clients and the business.

1.6
Intangible fixed assets other than goodwill

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

 

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

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

Software
3 years straight line
1.7
Tangible fixed assets

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

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

Fixtures, fittings & equipment
4 years straight line
Computer equipment
3 years straight line

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

The assets' residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.

1.8
Fixed asset investments

Interests in subsidiaries 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 the profit or loss.

S5 AGENCY WORLD LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -

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

1.9
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.

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.

1.10
Cash and cash equivalents

Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.11
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 statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

S5 AGENCY WORLD LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

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

1.12
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.13
Taxation

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

S5 AGENCY WORLD LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
Current tax

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

1.14
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 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.

1.15
Retirement benefits

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations. The contributions are recognised as an expense when they are due. Amounts not paid are shown in accruals in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

1.16
Leases

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

1.17
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.

The assets and liabilities of overseas subsidiary undertakings are translated at the closing exchange rate while the profit and loss accounts are translated using the average rate for the period. Gains and losses arising on these translations are taken to other comprehensive income, net of exchange differences on related foreign currency borrowings.

2
Judgements and key sources of estimation uncertainty

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

 

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

S5 AGENCY WORLD LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
- 21 -
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.

Revenue Recognition

Note 1.5 sets out the Company's criteria for revenue recognition. In making its judgement regarding the timing of recognition, management considers the detailed criteria for the recognition of revenue from the sale of services set out in FRS 102 section 23, and in particular, whether the Company has transferred to the buyer the significant risks and rewards of ownership of the goods. When this criteria is not met, revenue arising from the rendering of services is recognised only to the extent of the expenses recognised that are recoverable.

Impairment of debtors

The group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

Provisions

Provisions are recognised when the group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. This obligation may be legal or constructive deriving from regulations, contracts, normal practices or public commitments that lead third parties to reasonably expect that the group will assume certain responsibilities. The amount of the provision is determined based on the best estimate of the outflow of resources required to settle the obligation, taking into account all available information.

3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2023
2022
£
£
Turnover analysed by class of business
Rendering of services - shipping agent
4,354,008
5,759,322
2023
2022
£
£
Turnover analysed by geographical market
Europe
3,166,485
4,728,913
Rest of World
1,187,523
1,030,409
4,354,008
5,759,322
2023
2022
£
£
Other revenue
Interest income
1,164,369
718,570
S5 AGENCY WORLD LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
4
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
165,086
(298,782)
Depreciation of owned tangible fixed assets
18,291
14,608
Loss on disposal of tangible fixed assets
1,791
12,345
Operating lease charges
118,874
117,119
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
123,150
80,225
6
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Administration
12
11
10
9
Operations
183
154
-
-
Total
195
165
10
9

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
1,929,285
2,017,800
1,052,168
1,266,046
Social security costs
62,184
65,768
62,184
65,768
Pension costs
154,018
116,358
60,903
41,256
2,145,487
2,199,926
1,175,255
1,373,070
S5 AGENCY WORLD LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
7
Director's remuneration
2023
2022
£
£
Remuneration for qualifying services
491,687
505,202
Company pension contributions to defined contribution schemes
19,883
13,534
511,570
518,736
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
209,824
161,129
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
1,150,609
615,844
Other interest income
13,760
102,726
Total income
1,164,369
718,570
9
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
1,085,194
388,277
Other interest
10,172
-
Total finance costs
1,095,366
388,277
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
-
0
198,935
Adjustments in respect of prior periods
67,968
-
0
Total UK current tax
67,968
198,935
Foreign current tax on profits for the current period
50,173
29,566
Total current tax
118,141
228,501
S5 AGENCY WORLD LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Taxation
2023
2022
£
£
(Continued)
- 24 -
Deferred tax
Origination and reversal of timing differences
(3,423)
(326)
Total tax charge
114,718
228,175

An increase to the UK Corporation Tax rates was substantially enacted as part of the Finance Bill 2021 on 10 June 2021; the main of tax increased from 19% to 25% on 1 April 2023. The deferred tax assets reflects this rate.

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
311,667
710,011
Expected tax charge based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
73,242
134,902
Tax effect of expenses that are not deductible in determining taxable profit
(113,172)
151,385
Tax effect of utilisation of tax losses not previously recognised
-
0
(15,615)
Unutilised tax losses carried forward
87,168
-
0
Adjustments arising from prior period adjustments
-
0
(83,505)
Permanent capital allowances in excess of depreciation
3,206
2,777
Other permanent differences
-
0
(7,581)
Effect of overseas tax rates
3,585
14,695
Under/(over) provided in prior years
64,112
-
0
Foreign exchange differences
-
0
1,877
Deferred tax
(3,423)
(326)
WHT on dividends
-
29,566
Taxation charge
114,718
228,175
11
Intangible fixed assets
Group
Software
£
Cost
At 1 January 2023 and 31 December 2023
25,507
Amortisation and impairment
At 1 January 2023 and 31 December 2023
25,507
S5 AGENCY WORLD LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Intangible fixed assets
(Continued)
- 25 -
Carrying amount
At 31 December 2023
-
0
At 31 December 2022
-
0
Company
Software
£
Cost
At 1 January 2023 and 31 December 2023
25,507
Amortisation and impairment
At 1 January 2023 and 31 December 2023
25,507
Carrying amount
At 31 December 2023
-
0
At 31 December 2022
-
0
12
Tangible fixed assets
Group
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
Cost
At 1 January 2023
132,125
39,701
171,826
Additions
30,987
3,851
34,838
Disposals
(8,155)
-
0
(8,155)
Exchange adjustments
(5,721)
-
0
(5,721)
At 31 December 2023
149,236
43,552
192,788
Depreciation and impairment
At 1 January 2023
105,860
27,104
132,964
Depreciation charged in the year
17,396
895
18,291
Eliminated in respect of disposals
(7,762)
-
0
(7,762)
Exchange adjustments
(5,278)
-
0
(5,278)
At 31 December 2023
110,216
27,999
138,215
Carrying amount
At 31 December 2023
39,020
15,553
54,573
At 31 December 2022
26,265
12,597
38,862
S5 AGENCY WORLD LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
12
Tangible fixed assets
(Continued)
- 26 -
Company
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
Cost
At 1 January 2023
30,083
39,701
69,784
Additions
799
3,851
4,650
At 31 December 2023
30,882
43,552
74,434
Depreciation and impairment
At 1 January 2023
17,320
27,104
44,424
Depreciation charged in the year
7,521
895
8,416
At 31 December 2023
24,841
27,999
52,840
Carrying amount
At 31 December 2023
6,041
15,553
21,594
At 31 December 2022
12,763
12,597
25,360
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
11,566
11,566
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
11,566
Carrying amount
At 31 December 2023
11,566
At 31 December 2022
11,566
14
Subsidiaries

These financial statements are separate company financial statements for S5 Agency World Limited.

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

S5 AGENCY WORLD LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
14
Subsidiaries
(Continued)
- 27 -
Name of undertaking
Address
Class of
% Held
shares held
Direct
S5 Agency World (India) Private Limited
1
Ordinary
100.00
S5 AW Holdings Limited
2
Ordinary
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Platinum Techopark, Unit 806, Level 8, Sector 30A, Plot 17-18, Vashi, Navi Mumbai 400 705, India
2
Suite 17, Beaufort Court, Admirals Way, London, United Kingdom, E14 9XL

Fixed asset investments comprise equity shares in the above entity that is not publicly traded.

15
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,706,872
1,376,331
2,706,872
1,376,331
Amounts owed by group undertakings
1,733,117
953,762
1,733,117
953,762
Other debtors
936,515
688,756
650,910
532,798
Prepayments and accrued income
3,208,762
2,309,312
3,208,762
2,309,312
8,585,266
5,328,161
8,299,661
5,172,203
Amounts falling due after more than one year:
Deferred tax asset (note 18)
27,365
25,480
-
0
-
0
Total debtors
8,612,631
5,353,641
8,299,661
5,172,203

Trade debtors disclosed above are measured at amortised cost.

Trade debtors are stated after provisions for impairment of £139,110 (2022: £133,171).

 

Included within other debtors are rent deposits of £126,975 (2022: £45,207), that are unsecured, interest free and are payable, with any remaining lease payments, in the event of a failure to comply with the covenants and obligations of the agreement.

 

Included in amounts owed to group undertakings are trade balance with entities in the group which are not owned by S5 Agency World Limited and therefore not part of the consolidated financial statements.

 

Company

Included within other debtors is a rent deposit of £6,250 (2022: £6,250), that is secured, interest free and is payable, with any remaining lease payments, in the event of a failure to comply with the covenants and obligations of the agreement.

 

Included within amounts owed by group undertakings is a trade balance of £466,816 (2022: £409,153) due from company's subsidiary, S5 Agency World India Pvt Limited. The remainder of the balance relates to other entities in the group which are not owned by S5 Agency World Limited

S5 AGENCY WORLD LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
16
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Overdrawn client accounts
1,678,027
1,104,543
1,678,027
1,104,543
Bank overdraft
717,903
-
717,903
-
Trade creditors
989,111
682,068
961,169
674,817
Amounts owed to group undertakings
1,075,727
67,623
1,542,543
476,776
Corporation tax payable
174,699
170,543
122,841
134,873
Other taxation and social security
119,256
78,318
119,256
78,318
Other creditors
1,534,351
967,764
1,448,661
880,310
Accruals and deferred income
880,121
1,137,301
880,121
1,232,529
7,169,195
4,208,160
7,470,521
4,582,166

Included within amounts owed to group undertakings are trade balances with entities in the group which are not owned by S5 Agency World Limited and therefore not part of the consolidated financial statements.

 

Company

Included within amounts owed to group undertakings are trade balances with entities in the group which are not owned by S5 Agency World Limited and therefore not part of the consolidated financial statements.

Overdrawn client accounts and the company overdraft facility

 

The company has various contracts with customers whereby funds are received in advance and some clients pay after the service has been provided. The client monies are placed in separate designated bank accounts and there is no mixing of client funds. These funds are used to pay for expenses relating to the customers activities which is managed on behalf of the customers by the company.

 

As at the balance sheet date, there were overdrawn client account and company overdraft balances of £1,678,027 (2022: £1,104,543) which included the following:

 

 

There are corresponding Trade Debtors balances for these two amounts noted above.

 

As at 30 April 2025, the overdrawn total client account balance was £2,268,786,

17
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Other creditors
80,170
69,632
-
0
-
0
S5 AGENCY WORLD LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
18
Deferred taxation

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

Assets
Assets
2023
2022
Group
£
£
Accelerated capital allowances
17,491
19,322
Provisions
9,874
6,158
27,365
25,480
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Asset at 1 January 2023
(25,480)
-
Credit to profit or loss
(3,423)
-
Charge to other comprehensive income
1,538
-
Asset at 31 December 2023
(27,365)
-

The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in future against which the reversal of temporary differences can be deducted. Recognition therefore involves judgement regarding the future financial performance of the company.

19
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
154,018
116,358

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

20
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
120,000
120,000
120,000
120,000

There is a single class of Ordinary shares. There are no restrictions on the distribution of dividends and repayment of capital.

S5 AGENCY WORLD LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
21
Reserves
Profit and loss reserves

Retained earnings represent accumulated comprehensive income for the year and prior periods less dividends paid.

22
Operating lease commitments
Lessee

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

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
231,096
227,513
213,527
223,516
Between two and five years
348,638
517,247
279,579
517,247
In over five years
4,977
-
-
-
584,711
744,760
493,106
740,763
23
Related party transactions
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Sales
Sales
Purchases
Purchases
2023
2022
2023
2022
£
£
£
£
Group
Other related parties
2,496,940
400,777
1,509,320
1,360,491
Company
Entities over which the company has control, joint control or significant influence
-
-
1,449,016
1,225,505
Other related parties
2,496,940
400,777
1,509,320
1,360,491

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2023
2022
£
£
Group
Other related parties
1,126,081
228,009
S5 AGENCY WORLD LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
23
Related party transactions
(Continued)
- 31 -
Company
Entities over which the company has control, joint control or significant influence
466,816
504,381
Other related parties
1,126,081
228,009

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2023
2022
2022
2022
Balance
Balance
Provision
Net
£
£
£
£
Group
Other related parties
3,522,030
1,655,919
698,574
957,345
Company
Other related parties
3,522,030
1,655,919
698,574
957,345
24
Controlling party

The intermediate parent undertaking and controlling party is First Dutch Maritime B.V., a company registered in the Netherlands.

 

The ultimate parent undertaking and controlling party of the Group was Maritime Services 1 B.V, a company registered in the Netherlands. On 23 April 2024, Maritime Services 1 B.V. sold 70% shareholdings in First Dutch Maritime B.V. to Norton Lilly NCA Inc, a company registered in the USA.

 

Norton Lilly NCA Inc registered office address is One Saint Louis Street, Suite 5000, Mobile, Alabama 36602, USA.

25
Cash (absorbed by)/generated from group operations
2023
2022
£
£
Profit for the year after tax
196,949
481,836
Adjustments for:
Taxation charged
114,718
228,175
Finance costs
1,095,366
388,277
Investment income
(1,164,369)
(718,570)
Loss on disposal of tangible fixed assets
1,791
12,345
Depreciation and impairment of tangible fixed assets
18,291
14,608
Movements in working capital:
(Increase)/decrease in debtors
(3,257,105)
39,698
Increase in creditors
1,676,030
437,238
Cash (absorbed by)/generated from operations
(1,318,329)
883,607
S5 AGENCY WORLD LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 32 -
26
Analysis of changes in net debt - group
1 January 2023
Cash flows
Exchange rate movements
31 December 2023
£
£
£
£
Cash at bank and in hand
356,665
(106,622)
(37,755)
212,288
Bank overdrafts
(1,104,543)
(1,291,387)
-
(2,395,930)
(747,878)
(1,398,009)
(37,755)
(2,183,642)
27
Prior period adjustment
Reconciliation of changes in equity - group
1 January
31 December
2022
2022
£
£
Adjustments to prior year
Accruals
186,258
475,895
Other creditors
102,959
252,824
Total adjustments
289,217
728,719
Equity as previously reported
708,369
742,657
Equity as adjusted
997,586
1,471,376
Warning! Does not agree to equity reported:
-
-
Analysis of the effect upon equity
Profit and loss reserves
-
728,719
Reconciliation of changes in profit for the previous financial period
2022
£
Adjustments to prior year
Accruals
289,637
Other creditors
149,865
Total adjustments
439,502
Profit as previously reported
42,334
Profit as adjusted
481,836
S5 AGENCY WORLD LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
27
Prior period adjustment
(Continued)
- 33 -
Reconciliation of changes in equity - company
1 January
31 December
2022
2022
£
£
Adjustments to prior year
Accruals
186,258
475,895
Other creditors
102,959
252,824
Total adjustments
289,217
728,719
Equity as previously reported
16,860
159,401
Equity as adjusted
306,077
888,120
Warning! Does not agree to equity reported:
-
-
Analysis of the effect upon equity
Profit and loss reserves
-
728,719
Reconciliation of changes in profit for the previous financial period
2022
£
Adjustments to prior year
Accruals
289,637
Other creditors
149,865
Total adjustments
439,502
Profit as previously reported
142,541
Profit as adjusted
582,043
Notes to reconciliation
Adjustments to Accruals

The company has established agreements with its regional shipping partners and their customers. Rebates are collected from these regional partners and subsequently paid to the customers, subject to various terms and conditions.

 

The company initially accrued rebates payable to customers and charged these costs to the income statement. However, these accrued rebate costs have been reversed, as they should have been offset against the rebates liability rather than being charged to the income statement.

Adjustments to Rebates in other creditors

The rebates invoices recognised in the income statement should have been offset against the rebate creditor therefore an adjustment has been made to increase turnover and reduce the rebates liability.

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