ACCOUNTS - Final Accounts preparation

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:

Company registration number: 03848803

	FINANCIAL STATEMENTS
	FOR THE PERIOD ENDED 31 DECEMBER 2024

	ACP WORLDWIDE HOLDINGS LTD


ACP WORLDWIDE HOLDINGS LTD

COMPANY INFORMATION

Directors	C White
	V Singh


Registered number	03848803


Registered office	Donington Court
	Pegasus Business Park Herald Way
	East Midlands Airport
	Castle Donington
	Derby
	DE74 2UZ


Independent auditors	Menzies LLP
	Chartered Accountants & Statutory Auditor
	Magna House
	18-32 London Road
	Staines-Upon-Thames
	TW18 4BP


ACP WORLDWIDE HOLDINGS LTD

CONTENTS

	Page
Consolidated Statement of Financial Position	1 - 2
Company Statement of Financial Position	3
Consolidated Statement of Changes in Equity	4
Company Statement of Changes in Equity	5
Notes to the Financial Statements	6 - 13


ACP WORLDWIDE HOLDINGS LTD REGISTERED NUMBER:03848803

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

	31 December	31 August
	2024	2023
Note	£	£

Fixed assets
Tangible assets	5		37,361		78,606
			37,361		78,606
Current assets
Debtors: amounts falling due within one year	7	3,166,315		1,572,655
Cash at bank and in hand		797,876		1,712,897
		3,964,191		3,285,552
Creditors: amounts falling due within one year	8	(1,472,274)		(1,362,815)
Net current assets			2,491,917		1,922,737
Total assets less current liabilities			2,529,278		2,001,343
Creditors: amounts falling due after more than one year	9		-		(58,074)
Provisions for liabilities
Net assets			2,529,278		1,943,269

Capital and reserves
Called up share capital	60,000	60,000
Foreign exchange reserve	(80,397)	(90,141)
Profit and loss account	2,549,675	1,961,356
Equity attributable to owners of the parent Company	2,529,278	1,931,215
Non-controlling interests	-	12,054
	2,529,278	1,943,269

Page 1


ACP WORLDWIDE HOLDINGS LTD REGISTERED NUMBER:03848803

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

The Group's & Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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

The Group & Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

C White

Director

Date: 20 June 2025

The notes on pages 6 to 13 form part of these financial statements.

Page 2


ACP WORLDWIDE HOLDINGS LTD REGISTERED NUMBER:03848803

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

	31 December	31 August
	2024	2023
Note	£	£

Fixed assets
Investments	6		1,015,101		1,015,101
			1,015,101		1,015,101
Current assets
Debtors: amounts falling due within one year	7	120		1,407
Cash at bank and in hand		7,813		4,126
		7,933		5,533
Creditors: amounts falling due within one year	8	(53,543)		(32,481)
Net current liabilities			(45,610)		(26,948)
Total assets less current liabilities			969,491		988,153


Net assets			969,491		988,153

Capital and reserves
Called up share capital	60,000	60,000
Profit and loss account	909,491	928,153
	969,491	988,153

The Group & Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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

The Group & Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

C White

Director

Date: 20 June 2025

The notes on pages 6 to 13 form part of these financial statements.

Page 3


ACP WORLDWIDE HOLDINGS LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2024

	Called up share capital	Foreign exchange reserve	Profit and loss account	Non-controlling interests	Total equity
	£	£	£	£	£
At 1 September 2022	60,000	(8,702)	2,003,109	12,172	2,066,579
Comprehensive income for the year
Loss for the year	-	-	(41,703)	(168)	(41,871)
Foreign exchange on translation of foreign operations	-	(81,439)	-	-	(81,439)
Purchase of non-controlling interest	-	-	(50)	50	-

At 1 September 2023	60,000	(90,141)	1,961,356	12,054	1,943,269
Comprehensive income for the period
Profit for the period	-	-	576,265	-	576,265
Foreign exchange on translation of foreign operations	-	9,744	-	-	9,744
Disposal of non-controlling interest	-	-	12,054	(12,054)	-
At 31 December 2024	60,000	(80,397)	2,549,675	-	2,529,278

The notes on pages 6 to 13 form part of these financial statements.

Page 4


ACP WORLDWIDE HOLDINGS LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 September 2022	60,000	938,377	998,377
Comprehensive income for the year
Loss for the year	-	(10,224)	(10,224)

At 1 September 2023	60,000	928,153	988,153
Comprehensive income for the year
Loss for the period	-	(18,662)	(18,662)
At 31 December 2024	60,000	909,491	969,491

The notes on pages 6 to 13 form part of these financial statements.

Page 5


ACP WORLDWIDE HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

1.	General information

ACP Worldwide Holdings Ltd is a private company limited by shares incorporated in England and Wales. The address of the registered office is disclosed on the company information page.
The reporting period is longer than a year being 16 month period from 1 September 2023 to 31 December 2024. The change in the reporting period was made to align the year end with the wider group. The comparative amounts presented in the financial statements are not directly comparable as they are for a 12 month period ended 31 August 2023.

2.Accounting policies

2.1

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 following principal accounting policies have been applied:

2.2

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 Statement of Financial Position, 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.

2.3

Foreign currency translation

Functional and presentation currency

The Group's functional currency is Australian Dollars $ which is where the majority of the trade takes place. This differs from the presentational currency which is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

On consolidation, the results of overseas operations are maintained in their own local currency which is the country the trade takes place and are translated into Sterling at the average yearly rate. All monetary assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the net assets and the results of overseas operations are recognised in other comprehensive income.

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ACP WORLDWIDE HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Turnover

Turnover represents income earned from the principal activity of the business, being rendering of freight management services for Air Cargo, security & handling.
Revenues are assessed on a contract-by-contract basis to determine whether the Group is acting as either the principal or agent.
Where the Group have a discretion in establishing the end price and carry a credit risk, these contracts are accounted for on the principal basis. Where the Group acts as a principal for the airlines, revenue represents the fee charged for the services and clearance of the goods on the airlines behalf by selling the airlines cargo space to customers and revenue is recognised when the transportation is provided.
Where the Group provides services as an agent, they earn a commission based on an agreed rate per KG exported per the airline's cargo reports which is invoiced at the end of the month.
All revenue generated is net of VAT or any such overseas tax equivalents.

2.5

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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.6

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

2.7

Interest income

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

2.8

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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

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ACP WORLDWIDE HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

Current and deferred taxation

The tax expense for the period 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 reporting 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 reporting 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 reporting date.

2.10

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, as follows:.

Depreciation is provided on the following basis:

Motor vehicles	-	25%	reducing balance
Fixtures and fittings	-	25%	using the straight-line method
Office equipment	-	25%	using the straight-line method
Computer equipment	-	50%	using the straight-line method

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.

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ACP WORLDWIDE HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.12

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

When preparing the financial statements, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities. Use of available information and application of judgement are inherent in the formation of estimates, together with past experience and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates.

A key judgement applied is for assessing whether the company is acting as an agent or principal depending on thecontractual agreements in place with customers.

∙Where the significant risks and rewards lie;

∙if the amount earned is predetermined or does the company have latitude in establishing prices; and

∙where the overall credit and inventory risks lies.

The impact of whether the company acts as an agent or principal could have a significant effect on the presentation of turnover and gross profit margin; however, there would be no impact on the overall profit for the year.

Employees

The average monthly number of employees, including the directors, during the period was as follows:

	Group	Group	Company	Company
	16 months ended 31 December	12 months ended 31 August	16 months ended 31 December	12 months ended 31 August
	2024	2023	2024	2023
	No.	No.	No.	No.

Employees	37	40	2	1

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ACP WORLDWIDE HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

5.	Tangible fixed assets
	Group

	Motor vehicles	Fixtures and fittings	Office equipment	Computer equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 September 2023	175,580	78,988	22,998	71,636	349,202
Additions	17,833	2,921	-	9,933	30,687
Disposals	(129,924)	(14,651)	(17,172)	(29,088)	(190,835)
Exchange adjustments	(1,015)	4,910	112	(5,735)	(1,728)
At 31 December 2024	62,474	72,168	5,938	46,746	187,326
Depreciation
At 1 September 2023	114,569	69,470	22,988	63,569	270,596
Charge for the period on owned assets	11,205	6,018	10	10,070	27,303
Disposals	(85,883)	(14,651)	(14,363)	(29,088)	(143,985)
Exchange adjustments	(530)	4,984	(2,697)	(5,706)	(3,949)
At 31 December 2024	39,361	65,821	5,938	38,845	149,965
Net book value
At 31 December 2024	23,113	6,347	-	7,901	37,361
At 31 August 2023	61,011	9,518	10	8,067	78,606

The Company had no fixed assets at the reporting date.


Motor vehicles	-	60,918
	-	60,918

Page 10


ACP WORLDWIDE HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

6.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 September 2023	1,015,101
	At 31 December 2024	1,015,101

Investments are reviewed for impairment annually, including review of internal and external indicators. As per the review conducted at 31 December 2024, the direct investment was not subject to any impairments in fiscal period 2024 (31 August 2023: £nil).
Any impairments made in the indirect subsidiaries have been eliminated on consolidation.

Direct subsidiary undertaking
The following was a direct subsidiary undertaking of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

ACP Worldwide Ltd

United Kingdom

Airline cargo general sales agent

Ordinary

100%

Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

	Air Cargo Partners Pty Limited	Australia	Dormant	Ordinary	100%
	ACP Worldwide (NZ) Limited	New Zealand	Airline cargo general sales agent	Ordinary	100%

On 1 November 2023, ACP Worldwide Ltd sold their entire shareholding of 90% in ACP Caribbean Limited and 100% shareholding in Aviation Services International Pty Ltd at their nominal value of BBD$90 and AUD$1 respectively.
Also during the year, GSA Worldwide Limited was dissolved on 27 August 2024.

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ACP WORLDWIDE HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

Debtors

Group 31 December	Group 31 August	Company 31 December	Company 31 August
2024	2023	2024	2023
£	£	£	£


Trade debtors	1,412,967	785,170	-	-
Amounts owed by group undertakings	1,472,122	-	-	-
Other debtors	64,666	593,130	120	1,407
Prepayments and accrued income	72,508	54,711	-	-
Tax recoverable	67,500	67,500	-	-
Deferred taxation	76,552	72,144	-	-
	3,166,315	1,572,655	120	1,407

8.	Creditors: Amounts falling due within one year
		Group 31 December	Group 31 August	Company 31 December	Company 31 August
		2024	2023	2024	2023
		£	£	£	£

Bank loans	-	60,415	-	-
Trade creditors	859,508	423,153	360	-
Amounts owed to group undertakings	52,055	-	38,683	19,231
Corporation tax	57,867	142,043	-	-
Other taxation and social security	44,396	55,553	-	-
Obligations under finance lease and hire purchase contracts	1,756	59,760	-	-
Other creditors	104,317	55,993	-	-
Accruals and deferred income	352,375	565,898	14,500	13,250
	1,472,274	1,362,815	53,543	32,481

Amounts due to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

9.	Creditors: Amounts falling due after more than one year
		Group 31 December	Group 31 August
		2024	2023
		£	£

Bank loans	-	58,074
	-	58,074

The Company had no creditors due after more than one year at the reporting date.

Page 12


ACP WORLDWIDE HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

10.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group 31 December	Group 31 August
		2024	2023
		£	£

Not later than 1 year	81,626	81,781
Later than 1 year and not later than 5 years	97,582	96,001
	179,208	177,782

The Company had no commitments under non-cancellable operating leases at the reporting date.

11.

Transaction with directors

At 31 August 2023, G Howard owed the company £228,480. During the year further advances were made of £66,936 and repayments of £335,545. At 31 December 2024, an amount of £40,129 was owed to G Howard from the company which is shown within other creditors. No interest was charged on these amounts.
At 31 August 2023, R Entwistle owed the company £7,321. During the year further advances were made of £16,581 and repayments of £20,081. At 31 December 2024, an amount of £3,821 was owed to the company from R Entwistle which is shown within other debtors. No interest was charged on these amounts.

12.	Controlling party

The immediate parent company is World Freight Company Investments UK Limited, a company incorporated in the United Kingdom with their registered office is Donington Court, Pegasus Business Park Herald Way, East Midlands Airport, Castle Donington, Derby, DE74 2UZ.
The ultimate parent company is World Freight Company International S.A.S.., a company registered in France.
The company is by majority controlled by funds managed by PAI Partners and Baring Private Equity Asia.

13.	Auditors' information

The auditors' report on the financial statements for the period ended 31 December 2024 was qualified.

The qualification in the audit report was as follows:

Included within the comparative income statement and statement of financial position is an amount relating to accrued bonuses totalling £259,006 which were payable subject to a future event taking place. It is our opinion that given the bonuses were subject to a future event, that there was no legal or contractual obligation at the year ended 31 August 2023 and therefore the bonuses should not have been accrued in the year in accordance with FRS 102. The overall impact onthe financial statement is that the profit for the year and the net asset position for the ended 31 August 2023 is understated by £259,006 and the profit for the year for the ended 31 December 2024 overstated by £259,006.

The audit report was signed on 20 June 2025 by Sophie Said FCA (Senior Statutory Auditor) on behalf of Menzies LLP.

Page 13