Company registration number 12838886 (England and Wales)
JST PORTS AND LOGISTICS HOLDINGS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
JST PORTS AND LOGISTICS HOLDINGS LTD
COMPANY INFORMATION
Directors
Mr A Brown
Mr R Jennings
Company number
12838886
Registered office
c/o Shard Credit Partners
7th Floor
83 Victoria Street
London
United Kingdom
SW1H 0HW
Auditor
Azets Audit Services
3 Wellington Square
Ayr
Ayrshire
United Kingdom
KA7 1EN
Bankers
Royal Bank of Scotland International
London Branch
Level 3
440 Strand
London
WC2R OQS
Virgin Money
43 Alloway Street
Ayr
Ayrshire
KA7 1SP
Solicitors
Gateley plc
One Eleven
Edmund Street
Birmingham
B3 2HJ
JST PORTS AND LOGISTICS HOLDINGS LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
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
JST PORTS AND LOGISTICS HOLDINGS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Fair review of the business
The director aims to present a balanced and comprehensive review of the development and performance of the business during the year and its position at the year end. The review is consistent with the size and nature of the business and is written in the context of the risks and uncertainties faced.
The key financial performance indicators used by the business are those that communicate the financial performance and operational strength of the company as a whole, these being turnover, gross margin, return on capital employed, asset utilisation, and employee wellbeing.
JST Port and Logistics Holdings Ltd is a group holding company. The operating companies within the group provide services in the ports and logistics sectors across four distinct sectors – port handling, floating piers, specialist timber haulage, and shipping.
Principal risks and uncertainties
The group takes measures to identify and manage risks to the business. Revenue is ultimately driven by inputs into the construction, infrastructure, agricultural and power generation sectors with demand in some of these being soft during the financial year being reported on.
In terms of operational risk, the group is susceptible to fluctuations in the price of fuel, wage inflation, and regulations impacting the movement of abnormal loads on UK roads. All possible steps are taken to minimise the impact of these risks.
Commodity risk: the group handles a wide variety of commodities which by their nature can be cyclical and susceptible to wider political and economic factors.
Employee health: the health and safety of operational employees is the most important factor in the delivery of the group’s services and the business strives to provide its staff with market-leading equipment and appropriate support to ensure their well-being.
JST PORTS AND LOGISTICS HOLDINGS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Development and performance
The companies owned by the group operate through distinct divisions of Port Handling, Specialist Timber Haulage, Shipping, Mull operations, and Floating Piers. With the exception of Shipping, all activities are delivered to customers via a combination of specialist assets and experienced personnel. These divisions, particularly the group’s core Port Handling activity, performed well in the year with overall improvements in gross margin despite underlying market conditions being relatively weak. The Shipping services within the group are delivered by buying-in non-owned marine assets at a low margin. In the year revenues in this division were negatively impacted by legislative changes in the Irish market which banned imports of logs from Scotland.
In May the group’s Floating Piers subsidiary was honoured to receive a King’s Award for Enterprise. This King’s Award recognised the innovation of these unique assets which remove significant miles of HGV transport from rural roads and reduce CO2 emissions in the remote Highlands of Scotland.
On 24th December, JST Ports & Logistics Holding Ltd completed the acquisition of RFS Works Ltd. RFS is a leading provider of material handling services, earthworks and heavy mobile equipment solutions particularly focused on primary construction materials in the UK rail sector. The combination of the RFS with the JST operating businesses will create the leading, independent, UK ports and rail logistics specialist with over 200 employees and a material handing fleet in excess of 100 large machines. No trading figures from RFS are reflected in the consolidated accounts, but the year-end balance sheet does reflect this acquisition.
..............................
Mr R Jennings
Director
Date: .............................................
JST PORTS AND LOGISTICS HOLDINGS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activities of the group are as follows:
JST Port and Logistics - Holding company
JST Services (Scotland) Ltd - Asset-based provision of specialised handling services to the industrial and commodity sectors.
JST Holdings (Scotland) Limited - Holding company
JST (Floating Piers) Ltd - Ownership, operation and development of floating piers and a work barge within the timber and construction sectors.
RFS Works Limited - Provision of integrated services for material handling, logistics, earthworks and heavy mobile equipment solutions.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr A Brown
Mr T Ferguson
(Resigned 9 September 2024)
Mr R Jennings
Auditor
The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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
Mr R Jennings
Director
23 June 2025
JST PORTS AND LOGISTICS HOLDINGS LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies 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 and company will continue in business.
The directors are 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. They are 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.
JST PORTS AND LOGISTICS HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF JST PORTS AND LOGISTICS HOLDINGS LTD
- 5 -
Opinion
We have audited the financial statements of JST Ports and Logistics Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
JST PORTS AND LOGISTICS HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF JST PORTS AND LOGISTICS HOLDINGS LTD
- 6 -
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 directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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.
JST PORTS AND LOGISTICS HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF JST PORTS AND LOGISTICS HOLDINGS LTD
- 7 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
Michael Walker (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
25 June 2025
Chartered Accountants
Statutory Auditor
3 Wellington Square
Ayr
Ayrshire
United Kingdom
KA7 1EN
JST PORTS AND LOGISTICS HOLDINGS LTD
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
14,536,963
15,306,188
Cost of sales
(10,692,417)
(11,669,367)
Gross profit
3,844,546
3,636,821
Administrative expenses
(3,726,064)
(3,575,283)
Other operating income
12,292
12,292
Operating profit
4
130,774
73,830
Interest receivable and similar income
8
674
1,825
Interest payable and similar expenses
9
(2,556,946)
(2,314,420)
Loss before taxation
(2,425,498)
(2,238,765)
Tax on loss
10
(178,694)
(544,594)
Loss for the financial year
(2,604,192)
(2,783,359)
Loss for the financial year is all attributable to the owners of the parent company.
JST PORTS AND LOGISTICS HOLDINGS LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
£
£
Loss for the year
(2,604,192)
(2,783,359)
Other comprehensive income
-
-
Total comprehensive income for the year
(2,604,192)
(2,783,359)
Total comprehensive income for the year is all attributable to the owners of the parent company.
JST PORTS AND LOGISTICS HOLDINGS LTD
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
11
5,058,460
2,397,051
Tangible assets
12
30,026,475
13,414,334
35,084,935
15,811,385
Current assets
Stocks
15
140,033
189,681
Debtors
16
7,048,022
2,211,638
Cash at bank and in hand
1,111,545
468,085
8,299,600
2,869,404
Creditors: amounts falling due within one year
17
(17,264,995)
(4,975,521)
Net current liabilities
(8,965,395)
(2,106,117)
Total assets less current liabilities
26,119,540
13,705,268
Creditors: amounts falling due after more than one year
18
(29,843,707)
(18,417,753)
Provisions for liabilities
Deferred tax liability
21
5,097,279
1,504,769
(5,097,279)
(1,504,769)
Net liabilities
(8,821,446)
(6,217,254)
Capital and reserves
Called up share capital
24
92
92
Capital redemption reserve
8
8
Profit and loss reserves
(8,821,546)
(6,217,354)
Total equity
(8,821,446)
(6,217,254)
The financial statements were approved by the board of directors and authorised for issue on 23 June 2025 and are signed on its behalf by:
23 June 2025
Mr R Jennings
Director
Company registration number 12838886 (England and Wales)
JST PORTS AND LOGISTICS HOLDINGS LTD
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
13
28,160,530
13,471,449
Current assets
Debtors
16
1,528
3,846,834
Cash at bank and in hand
30,705
46,927
32,233
3,893,761
Creditors: amounts falling due within one year
17
(13,252,347)
(5,483,256)
Net current liabilities
(13,220,114)
(1,589,495)
Total assets less current liabilities
14,940,416
11,881,954
Creditors: amounts falling due after more than one year
18
(18,268,593)
(12,784,992)
Net liabilities
(3,328,177)
(903,038)
Capital and reserves
Called up share capital
24
92
92
Capital redemption reserve
8
8
Profit and loss reserves
(3,328,277)
(903,138)
Total equity
(3,328,177)
(903,038)
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £2,425,140 (2023 - £3,790,483 profit).
The financial statements were approved by the board of directors and authorised for issue on 23 June 2025 and are signed on its behalf by:
23 June 2025
Mr R Jennings
Director
Company registration number 12838886 (England and Wales)
JST PORTS AND LOGISTICS HOLDINGS LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2023
100
(2,958,068)
(2,957,968)
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(2,783,359)
(2,783,359)
Own shares acquired
-
-
(475,927)
(475,927)
Other movements
(8)
8
-
-
Balance at 31 December 2023
92
8
(6,217,354)
(6,217,254)
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
(2,604,192)
(2,604,192)
Balance at 31 December 2024
92
8
(8,821,546)
(8,821,446)
JST PORTS AND LOGISTICS HOLDINGS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2023
100
(4,217,693)
(4,217,593)
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
3,790,482
3,790,482
Own shares acquired
-
-
(475,927)
(475,927)
Other movements
(8)
8
-
-
Balance at 31 December 2023
92
8
(903,138)
(903,038)
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
(2,425,139)
(2,425,139)
Balance at 31 December 2024
92
8
(3,328,277)
(3,328,177)
JST PORTS AND LOGISTICS HOLDINGS LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
30
3,647,134
1,930,478
Interest paid
(1,126,062)
(1,637,436)
Income taxes paid
-
(26,428)
Net cash inflow from operating activities
2,521,072
266,614
Investing activities
Purchase of business
(9,279,958)
(600,000)
Purchase of tangible fixed assets
(628,616)
(66,407)
Proceeds from disposal of tangible fixed assets
484,565
449,575
Interest received
674
1,825
Net cash used in investing activities
(9,423,335)
(215,007)
Financing activities
Purchase of shares
(475,927)
Proceeds from borrowings
9,031,935
-
Repayment of borrowings
(124,073)
Proceeds from refinancing of fixed assets
1,010,750
-
Payment of finance leases obligations
(2,496,962)
(280,160)
Net cash generated from/(used in) financing activities
7,545,723
(880,160)
Net increase/(decrease) in cash and cash equivalents
643,460
(828,553)
Cash and cash equivalents at beginning of year
468,085
1,296,638
Cash and cash equivalents at end of year
1,111,545
468,085
JST PORTS AND LOGISTICS HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
1
Accounting policies
Company information
JST Ports and Logistics Holdings Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is c/o Shard Credit Partners, 7th Floor, 83 Victoria Street, London, SW1H 0HW.
The group consists of JST Ports and Logistics Holdings Ltd and all of its subsidiaries.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company JST Ports and Logistics Holdings Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
1.3
Going concern
The directors are required to prepare the statutory financial statements on the going concern basis unless
it is inappropriate to presume that the group will continue in business. In satisfaction of this responsibility, the directors have considered the group’s ability to meet its liabilities as they fall due.
The group meets its day to day working capital requirements through related party funding. Management information tools including budgets and cash flow forecasts are used to monitor and manage current and future liquidity. The current and future financial position of the group, its cash flows and liquidity position have been reviewed by the directors.
Subsequent to the year end, the Group has breached the financial covenants in the loan from its ultimate parent company, Shard Credit Partners Fund I SCSp. However, the directors have obtained assurances that Shard Credit Partners Fund I SCSp intend to formall waive this breach and will not exercise their right to demand repayment. Furthermore, during the year under review, Share Credit Partners Fund I SCSp extended their loan facility to a Dec-26 repayment date and have committed to provide financial support as necessary to cover any short-term cash flow requirements across the Group.
Having obtained these assurance, the directors are confident that the existing funding facilities and support available will provide sufficient headroom to meet the forecast cash requirements of the business.
JST PORTS AND LOGISTICS HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.4
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.5
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5-10 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.6
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:
Leasehold improvements
15% Straight line
Plant and equipment
15% or 25% Reducing balance
Fixtures and fittings
15% Reducing balance
Port handling equipment
15% or 25% Reducing balance
Motor vehicles
25% Reducing balance
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
1.7
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
JST PORTS AND LOGISTICS HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
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.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.8
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.
1.9
Stocks and WIP
Stocks and WIP are stated at the lower of cost and estimated selling price less costs to complete and sell.
Stocks held for distribution at no or nominal consideration are measured at the lower of the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.10
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.11
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
JST PORTS AND LOGISTICS HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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 and deferred tax.
JST PORTS AND LOGISTICS HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.14
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 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.
1.15
Retirement benefits
The company operates a defined contribution scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.16
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
JST PORTS AND LOGISTICS HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.17
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.18
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
- Assessing the fair value of assets & liabilities acquired
Fair values of assets & liabilities acquired in business combinations are assessed by management based on their knowledge of the industry and physical conditions of the assets acquired. The property, plant and equipment of RFS Works Limited was valued independently at 31 May 2024 and management updated this for the estimated fair value at acquisition date.
- Useful life of goodwill
Management assess the useful life of goodwill arising on a business combination and amortise the goodwill over this period. Based on knowledge of the industry and experience of previous acquisitions, management typically assess this as being 5-10 years.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Income from principal activities
14,536,963
15,306,188
JST PORTS AND LOGISTICS HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Turnover and other revenue
(Continued)
- 21 -
2024
2023
£
£
Turnover analysed by geographical market
UK
14,105,089
14,561,752
Europe
431,874
744,436
14,536,963
15,306,188
2024
2023
£
£
Other revenue
Interest income
674
1,825
Grants received
12,292
12,292
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Government grants
(12,292)
(12,292)
Depreciation of owned tangible fixed assets
691,243
942,992
Depreciation of tangible fixed assets held under finance leases
1,860,824
1,199,915
Profit on disposal of tangible fixed assets
(118,969)
(182,899)
Amortisation of intangible assets
1,014,404
898,673
Operating lease charges
96,000
96,000
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
21,000
19,600
Audit of the financial statements of the company's subsidiaries
30,600
28,500
51,600
48,100
JST PORTS AND LOGISTICS HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
6
Employees
The average monthly number of persons employed by the group (including directors) and company during the year was:
Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
60
53
-
-
4
4
-
-
Total
64
57
Their aggregate remuneration comprised:
Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
3,556,917
3,269,620
Social security costs
403,694
365,362
-
-
Pension costs
317,549
283,833
4,278,160
3,918,815
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
251,610
268,375
Company pension contributions to defined contribution schemes
23,192
25,969
274,802
294,344
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
189,934
184,070
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 2).
JST PORTS AND LOGISTICS HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
674
1,825
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
674
1,825
9
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
2,099,513
1,983,312
Other interest on financial liabilities
20,596
27,278
2,120,109
2,010,590
Other finance costs:
Interest on finance leases and hire purchase contracts
436,692
303,459
Other interest
145
371
Total finance costs
2,556,946
2,314,420
10
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of timing differences
178,694
544,594
JST PORTS AND LOGISTICS HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 24 -
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(2,425,498)
(2,238,765)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
(606,375)
(559,691)
Tax effect of expenses that are not deductible in determining taxable profit
231,727
224,761
Tax effect of income not taxable in determining taxable profit
(6,345)
(3,073)
Gains not taxable
(31,422)
(46,033)
Unutilised tax losses carried forward
479,219
773,545
Fixed asset differences
184,274
(389,509)
Other tax adjustments, reliefs and transfers
178,694
544,594
Utilisation of tax losses
(251,078)
-
Taxation charge
178,694
544,594
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2024
5,072,028
Additions - business combinations
3,675,813
At 31 December 2024
8,747,841
Amortisation and impairment
At 1 January 2024
2,674,977
Amortisation charged for the year
1,014,404
At 31 December 2024
3,689,381
Carrying amount
At 31 December 2024
5,058,460
At 31 December 2023
2,397,051
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
JST PORTS AND LOGISTICS HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
12
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Port handling equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 January 2024
47,825
4,413,581
5,488
11,753,331
1,686,944
17,907,169
Additions
225,972
2,614,883
928,055
3,768,910
Business combinations
15,760,896
15,760,896
Disposals
(56,055)
(848,165)
(38,302)
(942,522)
At 31 December 2024
47,825
20,344,394
5,488
13,520,049
2,576,697
36,494,453
Depreciation and impairment
At 1 January 2024
19,661
1,453,099
2,163
2,279,012
738,900
4,492,835
Depreciation charged in the year
6,377
511,021
499
1,674,070
360,100
2,552,067
Eliminated in respect of disposals
(14,634)
(533,046)
(29,244)
(576,924)
At 31 December 2024
26,038
1,949,486
2,662
3,420,036
1,069,756
6,467,978
Carrying amount
At 31 December 2024
21,787
18,394,908
2,826
10,100,013
1,506,941
30,026,475
At 31 December 2023
28,164
2,960,482
3,325
9,474,319
948,044
13,414,334
The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Group
Company
2024
2023
2024
2023
£
£
£
£
Plant and equipment
4,055,586
Motor vehicles
1,108,252
369,436
Port handling equipment
9,035,129
7,779,863
14,198,967
8,149,299
-
-
JST PORTS AND LOGISTICS HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
28,160,530
13,471,449
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
13,471,449
Additions
14,689,081
At 31 December 2024
28,160,530
Carrying amount
At 31 December 2024
28,160,530
At 31 December 2023
13,471,449
14
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
JST Services (Scotland) Ltd
Highfield Business Park, St. Quivox, Ayr, Scotland, KA6 5HQ
Haulage, logistics and material handling for timber and other industries
Ordinary Shares
100.00
JST Holdings (Scotland) Limited
Highfield Business Park, St. Quivox, Ayr, Scotland, KA6 5HQ
Holding company
Ordinary Shares
100.00
JST (Floating Piers) Ltd
Highfield Business Park, St. Quivox, Ayr, Scotland, KA6 5HQ
Ownership, operation and development of floating piers and a work barge within the timber and construction sectors
Ordinary Shares
100.00
RFS Works Limited
Bardon Hill, Bardon Road, Coalville, Leicestershire, England, LE67 1TL
Provision of integrated services for material handling, logistics, earthworks and heavy mobile equipment solutions.
Ordinary Shares
100.00
JST PORTS AND LOGISTICS HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
15
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
95,772
92,785
-
-
Work in progress
21,393
74,610
-
-
Finished goods and goods for resale
22,868
22,286
140,033
189,681
-
-
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
6,039,991
1,741,565
Amounts owed by group undertakings
-
-
-
3,771,484
Other debtors
406,089
336,771
1,528
600
Prepayments and accrued income
601,942
133,302
74,750
7,048,022
2,211,638
1,528
3,846,834
17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
19
3,436,073
2,046,626
Other borrowings
20
7,187,835
1,380,298
1,515,900
1,380,298
Trade creditors
3,480,928
578,520
8,570
25,000
Amounts owed to group undertakings
11,233,973
4,072,954
Corporation tax payable
422,822
Other taxation and social security
179,963
156,239
-
-
Government grants
22
12,292
12,292
Other creditors
403,999
274,566
Accruals and deferred income
2,141,083
526,980
493,904
5,004
17,264,995
4,975,521
13,252,347
5,483,256
Net obligations under finance lease and hire purchase contracts are secured by fixed charges on the assets concerned.
JST PORTS AND LOGISTICS HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
18
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
19
8,199,750
5,605,105
Other borrowings
20
17,153,532
12,518,846
13,793,532
12,518,846
Government grants
22
15,364
27,656
Other creditors
4,475,061
266,146
4,475,061
266,146
29,843,707
18,417,753
18,268,593
12,784,992
Net obligations under finance lease and hire purchase contracts are secured by fixed charges on the assets concerned.
19
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
3,436,073
2,046,626
In two to five years
8,199,750
5,605,105
11,635,823
7,651,731
-
-
Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 40 months (2023: 55 months). All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
20
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Loans from ultimate parent undertaking
15,309,432
13,899,144
15,309,432
13,899,144
Other loans
9,031,935
24,341,367
13,899,144
15,309,432
13,899,144
Payable within one year
7,187,835
1,380,298
1,515,900
1,380,298
Payable after one year
17,153,532
12,518,846
13,793,532
12,518,846
The short-term loans provided by the parent company, Shard Credit Partners Fund I SCSp, are secured through both a fixed charge as well as a floating charge which covers all property or undertakings of the group.
JST PORTS AND LOGISTICS HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
20
Loans and overdrafts
(Continued)
- 29 -
The loan has interest payable at a rate of 9.75% on amounts repaid throughout the loan term with an extra premium of 4.75% on amounts which are compounded over the loan term. The loan will be due to terminate on 06 December 2026.
Other loans due to Cynergy Business Finance Limited and are made up of an invoice financing facility of £4,831,935 and a term loan facility of £4,200,000. The invoice finance facility has interest payable of 2.3% above the base rate and the term loan facility 4.5% above the base rate. The invoice finance facility is repayable on demand and the term loan is repayable by instalments over 5 years with final repayment 24th December 2029. Cynergy Business Finance Limited has a floating charge over all property or undertakings of the company.
21
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
2,880,253
2,158,820
Tax losses
(402,974)
(654,051)
Revaluations
2,620,000
-
5,097,279
1,504,769
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 January 2024
1,504,769
-
Charge to profit or loss
178,694
-
On acquisition
3,413,816
-
Liability at 31 December 2024
5,097,279
-
The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
22
Government grants
Group
Company
2024
2023
2024
2023
£
£
£
£
Arising from government grants
27,656
39,948
-
-
JST PORTS AND LOGISTICS HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
22
Government grants
(Continued)
- 30 -
Deferred income is included in the financial statements as follows:
Current liabilities
12,292
12,292
Non-current liabilities
15,364
27,656
27,656
39,948
-
-
23
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
317,549
283,833
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. At the year end £26,362 was payable to the scheme.
24
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
75 A ordinary shares of £1 each
75
75
75
75
10,000 B1 ordinary shares of £0.001
10,000
10,000
7
7
10,000 B2 ordinary shares of £0.001
10,000
10,000
7
7
5,000 B0 ordinary shares of £0.001
5,000
5,000
3
3
25,075
25,075
92
92
A Ordinary shares are entitled to 1,000 votes per share and can participate in dividends. B Ordinary shares are entitled to 1 vote per share and do not have dividend rights.
All shareholders are entitled to participate in a distribution of capital subject to the order of priority and carry no right of redemption.
JST PORTS AND LOGISTICS HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
25
Acquisition of a business
On 24 December 2024 the group acquired 100% of the share capital of RFS Works Limited.
Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
5,280,896
10,480,000
15,760,896
Trade and other receivables
5,135,332
-
5,135,332
Cash and cash equivalents
679,686
-
679,686
Obligations under finance leases
(2,330,010)
-
(2,330,010)
Trade and other payables
(4,357,745)
-
(4,357,745)
Tax liabilities
(461,075)
-
(461,075)
Deferred tax
(793,816)
(2,620,000)
(3,413,816)
Total identifiable net assets
3,153,268
7,860,000
11,013,268
Goodwill
3,675,813
Total consideration
14,689,081
The consideration was satisfied by:
£
Cash
9,810,881
Deferred consideration
4,248,319
Professional fees
629,881
14,689,081
The property, plant and equipment of RFS Works Ltd were revalued by Hickman Shearer Limited at 31 May 2024. The directors have adjusted this valuation for any depreciation to date of purchase and determined that this is the fair value at aquisition. A deferred tax liability was also recognised following this fair value uplift.
No trade has been included on grounds of materiality.
Aggregate Industries UK Limited has both a fixed charge as well as a floating charge over all property or undertakings of the company in respect of the deferred consideration due.
JST PORTS AND LOGISTICS HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 32 -
26
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
2024
2023
2024
2023
£
£
£
£
Within one year
1,967,506
96,133
-
-
Between two and five years
4,413,933
384,000
-
-
In over five years
89,688
185,951
-
-
6,471,127
666,084
-
-
27
Capital commitments
Amounts contracted for but not provided in the financial statements:
Group
Company
2024
2023
2024
2023
£
£
£
£
Acquisition of tangible fixed assets
399,099
2,639,011
-
-
28
Related party transactions
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
There are £199,983 (2023: £199,983) of unsecured loan notes issued to shareholders. These loan notes have interest payable at a rate of 10% per annum and are due to terminate in December 2026. Interest of £20,596 (2023: £27,278) was charged in the period. These amounts are included in other creditors, amounts falling due after more than one year. Total amounts payable at the year end was £286,742 (2023: £266,146).
29
Controlling party
The immediate and ultimate parent company is Shard Credit Partners Fund I SCSp, a company registered in Luxemburg. These financial statements are consolidated into the financial statements of Shard Credit Partners Fund I SCSp. Copies of the Shard Credit Partners Fund I SCSp consolidated financial statements can be obtained from its registered office at C/o Chevalier & Sciales, 36-38 Grand-Rue, L-1660 Luxembourg, Grand Duchy of Luxembourg.
The ultimate controlling party is Shard Credit Partners Fund I SCSp
JST PORTS AND LOGISTICS HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 33 -
30
Cash generated from group operations
2024
2023
£
£
Loss for the year after tax
(2,604,192)
(2,783,359)
Adjustments for:
Taxation charged
178,694
544,594
Finance costs
2,556,946
2,314,420
Investment income
(674)
(1,825)
Gain on disposal of tangible fixed assets
(118,967)
(182,899)
Amortisation and impairment of intangible assets
1,014,404
898,673
Depreciation and impairment of tangible fixed assets
2,552,067
2,142,907
Movements in working capital:
Decrease in stocks
49,648
53,711
Decrease in debtors
298,947
176,935
Decrease in creditors
(279,739)
(1,232,679)
Cash generated from operations
3,647,134
1,930,478
31
Analysis of changes in net debt - group
1 January 2024
Cash flows
Market value movements
31 December 2024
£
£
£
£
Cash at bank and in hand
468,085
643,460
-
1,111,545
Borrowings excluding overdrafts
(13,899,144)
(8,342,710)
(2,099,513)
(24,341,367)
Obligations under finance leases
(7,651,731)
(3,984,092)
-
(11,635,823)
(21,082,790)
(11,683,342)
(2,099,513)
(34,865,645)
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