| REGISTERED NUMBER: |
| AMG FORWARDING LIMITED |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| REGISTERED NUMBER: |
| AMG FORWARDING LIMITED |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| AMG FORWARDING LIMITED (REGISTERED NUMBER: 04851641) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 5 |
| Report of the Independent Auditors | 7 |
| Income Statement | 10 |
| Statement of Financial Position | 11 |
| Notes to the Financial Statements | 12 |
| AMG FORWARDING LIMITED |
| COMPANY INFORMATION |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants and Statutory Auditor |
| 15-17 Church Street |
| Stourbridge |
| West Midlands |
| DY8 1LU |
| AMG FORWARDING LIMITED (REGISTERED NUMBER: 04851641) |
| STRATEGIC REPORT |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| The directors present their strategic report for the period 1 April 2024 to 31 December 2024. |
| REVIEW OF BUSINESS |
| Over the past year the Group has made significant strides in successfully delivering its long-term strategic vision, proactively investing in high-quality services across global supply chains. These investments are delivering immediate and long-lasting commercial benefits to customers. |
| The Group continues to invest in target companies that add significantly to the efficient movement of products through supply chains from production to consumption anywhere in the world. As new companies join the Group they bring with them knowledge, skills, and experience that contribute significantly. We are delighted to welcome Britam and AMG to the Emerge family during 2024. |
| This year the Group opened a number of regional offices across the UK as well as Internationally including Türkiye and China. These offices provide local knowledge that supports the Group's wider service offer. |
| During the year, the Group launched a number of groundbreaking new services that have made a significant impact and set the Group apart from its competitors. Key areas include product procurement, sales execution, and digital optimisation. These additional services are propelling Emerge forward as a leading global supply chain partner for its customers. |
| As the Group continues to develop its service proposition it continues to attract and retain new customers across all divisions. We continue to invest in our service proposition through technology, processes, and standards to ensure that we remain at the forefront of our markets and peers. This includes operational automation to drive efficiency / productivity, AI technology and continued international expansion. |
| The Group continues to work proactively to reduce its impact on the environment and continues to work with Carbon Neutral Britain to maintain its Carbon Neutral status. The Group continues to promote the use of electric vehicles, rainwater harvesting, cycle to work schemes, hybrid working and solar across the business to continually manage and reduce the environmental impact that we have. During the year we started trials with electric HGVs. |
| The Groups commitment to community welfare continues to make an impact through the Emerge Connected initiative. This program benefits hundreds of individuals across our regions of operation through direct investment into local initiatives that our people care passionately about. |
| People remain at the heart of our Group. We continue to invest in key centralised Group service functions across Finance, Sales and Operations. This investment embeds a strong foundation to support future growth. The skills, knowledge, and commitment that our people demonstrate every day are the cornerstone of our success. We will continue to develop our people and attract new skills and knowledge through targeted recruitment. |
| The Group continues to invest in high performing, high quality businesses and people. The Group has expanded its relationship with its existing finance partners, enabling it to extend its investment in its freight forward and warehousing divisions. Through our long-term partnerships with Arbuthnot Bank and Beechbrook Capital the Group has the resources to accelerate its investment programme in all divisional areas and will seek to do so through 2025. |
| REVIEW OF THE BUSINESS (CONTINUED) |
| The company is part of the Emerge Global Limited group of companies and therefore its results are included in the parents consolidated financial statements. |
| For reference the directors would like to present the combined annual results of the consolidated group below: |
| AMG FORWARDING LIMITED (REGISTERED NUMBER: 04851641) |
| STRATEGIC REPORT |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| REVIEW OF THE BUSINESS (CONTINUED) |
| Performance of the business for the year |
| 2024 | 2023 |
| £ | £ |
| Turnover | 51,515 | 20,374 |
| Profit before tax | 356 | 657 |
| Add back net interest | 1,151 | 411 |
| Consolidated operating profit | 1,507 | 1,068 |
| Add back amortisation | 1,258 | 476 |
| Add Back depreciation | 900 | 415 |
| Add back exceptional items included administrative expenses * | 728 | 436 |
| Consolidated EBITDA before exceptional items | 4,394 | 2,395 |
| Consolidated EBITDA before exceptional items margin | 8.5% | 11.8% |
| * Exceptional items include one-off costs in relation to restructuring, personnel cost and premises dilapidation costs. |
| Cash generated from operations | 1,375 | 1,380 |
| Cash conversion ratio | 31.2% | 57.6% |
| Trade debtors | 9,068 | 3,712 |
| Lock up days at year end | 64.2 Days | 66.5 Days |
| Net group borrowing |
| Senior debt | 11,200 | 4,213 |
| Finance lease liabilities | 929 | 1,124 |
| Less: Cash at bank | (4,566 | ) | (1,130 | ) |
| Net third party borrowings | 7,623 | 4,207 |
| Loan notes and credit vendor loans | 12,974 | 1,020 |
| Net indebtedness | 20,537 | 5,227 |
| The directors are encouraged by the results of the KPIs above which exceed initial budgets and they are confident that growth will continue during the next financial year. In addition, if the businesses acquired during the year had been part of the group for the full financial year the consolidated turnover and EBITDA would have been as illustrated below: |
| AMG FORWARDING LIMITED (REGISTERED NUMBER: 04851641) |
| STRATEGIC REPORT |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| REVIEW OF THE BUSINESS (CONTINUED) |
| 2024 | 2023 |
| £ | £ |
| Consolidated turnover, as above | 51,515 | 20,374 |
| Prior period pre-acquisition turnover | - | 6,744 |
| Pre acquisition turnover (Britam Shipping Limited) | 8,443 | - |
| Pre acquisition turnover (AMG Fulfilment Group) | 3,722 | - |
| Adjusted consolidated turnover including a full financial year of acquired businesses | 63,680 | 27,118 |
| Consolidated EBITDA before exceptional items as above | 4,394 | 2,395 |
| Prior period pre-acquisition EBITDA | - | 760 |
| Pre acquisition EBITDA (Britam Shipping Limited) | 302 | - |
| Pre acquisition EBITDA (AMG Fulfilment Group) | 594 | - |
| Adjusted consolidated EBITDA before exceptional items including a full financial year of acquired businesses |
5,290 |
3,155 |
| Adjusted consolidated EBITDA before exceptional items margin | 8.3% | 11.6% |
| The adjusted consolidated revenue and EBITDA illustrated above are based on the results extracted from the unaudited management accounts for each entity from 1 January 2024 (1 January 2023) to the month of acquisition. |
| ON BEHALF OF THE BOARD: |
| 26 June 2025 |
| AMG FORWARDING LIMITED (REGISTERED NUMBER: 04851641) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| The directors present their report with the financial statements of the company for the period 1 April 2024 to 31 December 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the period under review was that of other transportation support. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report. |
| Other changes in directors holding office are as follows: |
| POLITICAL DONATIONS AND EXPENDITURE |
| Charitable donations of £5,000 (31/03/2024: £3,700) have been made during the period. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| AUDITORS |
| The auditors, Folkes Worton LLP, having been appointed during the period, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| AMG FORWARDING LIMITED (REGISTERED NUMBER: 04851641) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| AMG FORWARDING LIMITED |
| Opinion |
| We have audited the financial statements of AMG Forwarding Limited (the 'company') for the period ended 31 December 2024 which comprise the Income Statement, Statement of Financial Position and Notes to the Financial Statements, including a summary of 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 company's affairs as at 31 December 2024 and of its profit for the period then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| 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. |
| In connection with our audit of the financial statements, 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 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 the audit: |
| - | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| AMG FORWARDING LIMITED |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit; or |
| - | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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: |
| 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, its group 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| AMG FORWARDING LIMITED |
| In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which include: |
| - Enquire of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; |
| - Reviewing minutes of meetings of those charged with governance; |
| -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 company 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 then for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| 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 a Report of the Auditors 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. |
| for and on behalf of |
| Chartered Accountants and Statutory Auditor |
| 15-17 Church Street |
| Stourbridge |
| West Midlands |
| DY8 1LU |
| AMG FORWARDING LIMITED (REGISTERED NUMBER: 04851641) |
| INCOME STATEMENT |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| Period |
| 1/4/24 |
| to | Year Ended |
| 31/12/24 | 31/3/24 |
| (Unaudited) |
| Notes | £ | £ |
| TURNOVER |
| Cost of sales |
| GROSS PROFIT |
| Administrative expenses |
| OPERATING PROFIT | 4 |
| Interest receivable and similar income |
| PROFIT BEFORE TAXATION |
| Tax on profit |
| PROFIT FOR THE FINANCIAL PERIOD |
| AMG FORWARDING LIMITED (REGISTERED NUMBER: 04851641) |
| STATEMENT OF FINANCIAL POSITION |
| 31 DECEMBER 2024 |
| 2024 | 2024 |
| (Unaudited) |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 5 |
| CURRENT ASSETS |
| Debtors | 6 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 7 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| PROVISIONS FOR LIABILITIES |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital |
| Retained earnings |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| AMG FORWARDING LIMITED (REGISTERED NUMBER: 04851641) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| AMG Forwarding Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Tangible fixed assets |
| Tangible fixed assets are initially measured at cost. After initial recognition, tangible fixed assets are measured at cost less any accumulated depreciation and any accumulated impairment losses. |
| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter. |
| Short leasehold | - | 10% on cost or over the life of the lease if shorter |
| Plant and machinery | - | 25% on cost |
| Fixtures and fittings | - | 25% on cost |
| Motor vehicles | - | 27.5% on reducing balance |
| Computer equipment | - | 25% on cost |
| The gain or loss arising on the disposal of an asset is determined as the difference between the disposal proceeds and the carrying value of the asset and is credited or charged to profit or loss. |
| Taxation |
| Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| AMG FORWARDING LIMITED (REGISTERED NUMBER: 04851641) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the period was |
| 4. | OPERATING PROFIT |
| The operating profit is stated after charging: |
| Period |
| 1/4/24 |
| to | Year Ended |
| 31/12/24 | 31/3/24 |
| (Unaudited) |
| £ | £ |
| Depreciation - owned assets |
| 5. | TANGIBLE FIXED ASSETS |
| Plant and |
| machinery |
| etc |
| £ |
| COST |
| At 1 April 2024 |
| Additions |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 April 2024 |
| Charge for period |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 March 2024 |
| 6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2024 |
| (Unaudited) |
| £ | £ |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| AMG FORWARDING LIMITED (REGISTERED NUMBER: 04851641) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 1 APRIL 2024 TO 31 DECEMBER 2024 |
| 7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2024 |
| (Unaudited) |
| £ | £ |
| Bank loans and overdrafts |
| Trade creditors |
| Amounts owed to group undertakings |
| Taxation and social security |
| Other creditors |
| 8. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2024 | 2024 |
| (Unaudited) |
| £ | £ |
| Within one year |
| Between one and five years |
| 9. | ULTIMATE CONTROLLING PARTY |
| The intermediate controlling party is AMG Fulfilment Logistics Limited whilst the ultimate controlling party is Emerge Global Limited. |