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Registered number: 08443420 FREIGHT INVESTOR (HOLDINGS) LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
FREIGHT INVESTOR (HOLDINGS) LIMITED COMPANY INFORMATION
Directors | J W Banaszkiewicz
| T Banaszkiewicz
Registered number | 08443420
Registered office | 80 Cannon Street
| London
| EC4N 6HL
Independent auditors | Sumer Auditco Limited
| Statutory Auditors
| 14th Floor
| 33 Cavendish Square
| London
| W1G 0PW
FREIGHT INVESTOR (HOLDINGS) LIMITED CONTENTS
| Page
Group strategic report | 1 - 4
Directors' report | 5 - 6
Independent auditors' report | 7 - 10
Consolidated statement of comprehensive income | 11
Consolidated balance sheet | 12 - 13
Company balance sheet | 14
Consolidated statement of changes in equity | 15 - 16
Company statement of changes in equity | 17
Consolidated statement of cash flows | 18 - 19
Consolidated analysis of net debt | 19
Notes to the financial statements | 20 - 43
FREIGHT INVESTOR (HOLDINGS) LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The directors present their strategic report, which is followed by the directors' report, together with the audited financial statements for the year ended 31 December 2024.
Business review
In the recent year, the Group's core operations showed a good performance, outlined by key investments by Freight Investor Services (FIS) and steady performance in our key commodity markets, alongside good growth in our non-core products. We expect that these investments will bring longer term stability and growth for the business. The Group’s results presented in the consolidated statement of comprehensive income were influenced by several non-recurring items. These include a recovery of previously written off bad debt. Additionally, the financial results were impacted by an unfavourable foreign exchange fluctuation, expenditures associated with upgrades to IT systems, investments in digital service offerings and architecture, and charitable contributions. The various Group subsidiaries have each continued to develop new clients and new opportunities throughout the year. The Group made an acquisition in the year, GR8 Chartering S.A., an Athens-based shipbroker. GR8 has been subsequently renamed FIS Hellas S.A. to reflect its new position in the Group. The acquisition will bring expertise in physical shipping into the Group and increase its presence in Greece, one of the shipping market’s key geographies. The Group continued its investment into IT systems, specifically replacing outdated server hardware/software in line with best business practices and current cyber security fundamentals. There was also increased investment on the Group’s digital service offerings internally and externally, upgrading and expanding systems and coverage. The Group are taking the opportunity to reassess external investments that are held to fortify their financial position for long-term success. The company continues to assess and invest in emerging or adjacent markets, as well as observing key opportunities to expand in key commodity geographies around the world. Financial key performance indicators 31 December 31 December 2024 2023 £ £ Operating Profit/(Loss) 666,600 588,775 Net assets 40,706,689 42,075,676 Cash 43,381,212 43,575,600 Non-financial key performance indicators 1. Employee Well-being and Engagement: Employee satisfaction and engagement are crucial indicators of our company's performance. We measure these through employee surveys, turnover rates, and participation in training and development programs. Ensuring a positive work environment fosters productivity, innovation, and retention, ultimately benefiting our subsidiaries' operations and overall performance. 2. Health and Safety Standards: Maintaining high health and safety standards is paramount across all our subsidiaries. Prioritising the health and well-being of our employees creates a safer workplace and mitigates operational risks. Page 1
FREIGHT INVESTOR (HOLDINGS) LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024 3. Supplier and Vendor Relationships: Strong relationships with suppliers and vendors are essential for ensuring the smooth operation of our subsidiaries. We assess indicators such as supplier satisfaction and supplier diversity. Collaborative partnerships support our subsidiaries' growth objectives. 4. Community Engagement and Social Responsibility: Community engagement and social responsibility are integral to our corporate ethos. We measure our impact through charitable contributions, and participation in local initiatives. Building strong ties with the communities in which we operate fosters goodwill, enhances our reputation, and creates long-term value for all stakeholders. 5. Corporate Governance and Ethical Conduct: Maintaining high standards of corporate governance and ethical conduct is fundamental to our operations. We track indicators such as compliance with regulatory requirements, adherence to ethical codes of conduct, and the composition of our board of directors. Upholding integrity and transparency strengthens stakeholder trust and ensures accountability at all levels of the organisation. In conclusion, Freight Investor (Holdings) Limited is committed to considering the interests of stakeholders beyond financial performance, as mandated by Section 172(1)(A) of the Companies Act 2006. By prioritizing non-financial performance indicators such as employee well-being, health and safety standards, supplier relationships, community engagement, and corporate governance, we aim to create sustainable value for our subsidiaries, shareholders, and broader stakeholders. Through continuous monitoring, evaluation, and improvement of these indicators, we are dedicated to promoting the success of the company and fulfilling our responsibilities to all stakeholders.
Principal risks and uncertainties
The Market that the company operates in has several areas of risk that we attempt to minimise where we can. Examples of this are competing brokers dropping commission rates to attempt to gain market share, clients leaving the market for a period, overall market volatility and certain margins tied to the underlying market rates which is out of our control.
Financial risk management objectives and policies
The Group’s activities expose it to a number of financial risks including credit risk, cash flow risk and liquidity risk. The use of financial derivatives is governed by the Group’s policies approved by the Directors. The Group does not use derivative financial instruments for speculative purposes. Foreign Exchange risk The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates, principally in the US$ versus GBP exchange rate. The Group uses foreign exchange forward and options contracts to hedge these exposures. These contracts cover varying percentages of the Group’s forward income, depending on the Directors’ view of the exchange rate direction. Liquidity risk The Group mitigates this risk by the use of budgeting with particular emphasis on the planning and maintenance of cash balances. Credit risk The Group’s principal financial assets are bank balances and cash, debtors and investments. Page 2
FREIGHT INVESTOR (HOLDINGS) LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024 The Group’s credit risk is primarily attributable to its trade and other debtors. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The Group has no significant concentration of credit risk, with exposure spread over a large number of clients.
Directors' statement of compliance with duty to promote the success of the Group
As a group holdings company, Freight Investor (Holdings) Limited are committed to fulfilling our obligations under Section 172(1)(A) of the Companies Act 2006, which requires us to promote the success of the company. This report outlines our approach to in the execution of our duties, particularly in the context of our investments and subsidiaries in Denmark and the UK. 1. Stakeholder Consideration: Our primary responsibility is to act in the best interests of our stakeholders, which include shareholders, employees, customers, suppliers, and the communities in which we operate. We recognize that each stakeholder group plays a crucial role in our success, and we are committed to balancing their interests in our decision-making processes. 2. Investment Strategy: In managing our investments, we prioritize long-term value creation while mitigating risks and maximizing returns for our shareholders. Our investment strategy is guided by thorough due diligence, risk assessment, and adherence to ethical standards. We evaluate potential investments based on their alignment with our strategic objectives, financial viability, and potential impact on stakeholders. 3. Subsidiaries in Denmark and the UK: We acknowledge the unique challenges and opportunities presented by our subsidiaries in Denmark and the UK. While our UK subsidiary has demonstrated profitability and contributes positively to our overall financial performance, we continue our efforts to develop Danish subsidiary and remain committed to supporting it. 4. Stakeholder Engagement: We maintain open and transparent communication channels with our stakeholders to ensure their voices are heard and their interests are considered in our decision-making processes. This includes regular dialogue with shareholders, employee feedback mechanisms, and engagement with customers, suppliers, and local communities. By actively soliciting feedback and addressing concerns, we strive to foster trust, loyalty, and mutually beneficial relationships with all stakeholders. 5. Ethical Conduct and Corporate Governance: Ethical conduct and strong corporate governance are integral to our operations and essential for maintaining stakeholder trust and confidence. We adhere to high ethical standards, promote transparency, and comply with all relevant laws, regulations, and industry standards. Our board of directors oversees our corporate governance practices and ensures that decisions are made in the best interests of the company and its stakeholders. Page 3
FREIGHT INVESTOR (HOLDINGS) LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024 In conclusion, the directors of Freight Investor (Holdings) Limited are committed to promoting the success of the company for the benefit of its stakeholders, as required by Section 172(1)(A) of the Companies Act 2006. We recognise the importance of considering the interests of all stakeholders in our decision-making processes, particularly in managing our investments and subsidiaries in Denmark and the UK. By prioritizing stakeholder engagement, ethical conduct, and long-term value creation, we aim to create sustainable growth and maximize value for our shareholders while fulfilling our broader responsibilities to society. This report was approved by the board on 17 April 2025 and signed on its behalf.
J W Banaszkiewicz Director
Page 4
FREIGHT INVESTOR (HOLDINGS) LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the 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 the Group 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 for the Group's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. The 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Principal activity
The principal activities of the Company are that of a holding company for the Group and an investment company. The principal activities of the Group are that of commodity derivatives broking and physical shipping (broker for vessels for dry cargo). The Group performs these activities in the United Kingdom, Denmark, Greece and via its branch in the USA.
Results and dividends
The profit for the year, after taxation and minority interests, amounted to £2,449,491 (2023 - £274,261). The directors have highlighted in the strategic report on pages 1 to 4, a review of current year results, future outlook expectations, risks and key performance indicators for the company.
Directors
The directors who served during the year were:
J W Banaszkiewicz
T Banaszkiewicz
Page 5
FREIGHT INVESTOR (HOLDINGS) LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Auditors
The auditors, Sumer Auditco Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 17 April 2025 and signed on its behalf.
J W Banaszkiewicz Director
Page 6
FREIGHT INVESTOR (HOLDINGS) LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FREIGHT INVESTOR (HOLDINGS) LIMITED
Opinion
We have audited the financial statements of Freight Investor (Holdings) Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Group Statement of comprehensive income, the Group and Company Balance sheets, the Group Statement of cash flows, the Group and Company Statement of changes in equity and the related notes, 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 Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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 or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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. Page 7
FREIGHT INVESTOR (HOLDINGS) LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FREIGHT INVESTOR (HOLDINGS) LIMITED (CONTINUED) 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.
Opinion 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 Group 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 Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 set out on page 5, 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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Page 8
FREIGHT INVESTOR (HOLDINGS) LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FREIGHT INVESTOR (HOLDINGS) LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: In order to identify and assess the risks of material misstatements, including fraud and non-compliance with laws and regulations that could be expected to have a material impact on the financial statements, we have considered: ∙the results of our enquiries of management and those charged with governance of their assessment of the risks of fraud and irregularities; ∙the nature of the company, including its management structure and control systems (including the opportunity for management to override such controls); ∙management’s incentives and opportunities for fraudulent manipulation of the financial statements including the company’s remuneration and bonus policies and performance targets; and ∙the industry and environment in which it operates. We also considered UK tax and pension legislation and laws and regulations relating to employment and the preparation and presentation of the financial statements such as the Companies Act 2006. Based on this understanding we identified the following matters as being of significance to the entity: ∙laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards, Company Law, tax and pension legislation and distributable profits legislation; ∙the timing of the recognition of commercial income; ∙compliance with legislation relating to GDPR, health and safety, operating licenses, solvency requirements and regulatory bodies; ∙management bias in selecting accounting policies and determining estimates; ∙inappropriate journal entries; ∙manipulation of specific performance measures to meet remuneration targets; ∙recoverability of debtors; and ∙the requirement to impair fixed asset investments and the amount of any such impairment. We communicated the outcomes of these discussions and enquiries, as well as consideration as to where and how fraud may occur in the entity, to all engagement team members. Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised: ∙enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations and discussion with the same regarding any known or suspected instances of non-compliance and fraud; ∙enquiries with the same concerning any actual or potential litigation or claims; Page 9
FREIGHT INVESTOR (HOLDINGS) LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FREIGHT INVESTOR (HOLDINGS) LIMITED (CONTINUED) ∙inspection of relevant legal correspondence; ∙assessment of matters reported to management and the result of the subsequent investigation; ∙obtaining an understanding of the relevant controls during the period and consideration of their implementation; ∙obtaining an understanding of the policies and controls over the recognition of income and testing their implementation during the year; ∙challenging assumptions made by management in their specific accounting policies and estimates, in particular in relation to depreciation of tangible fixed assets and impairment of investments; ∙identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or crediting revenue or cash; ∙assessing the recovery of debtors in the period since the balance sheet date and challenging assumptions made by management regarding the recovery of balances which remain outstanding; ∙reviewing the financial statements for compliance with the relevant disclosure requirements; ∙performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances which may be indicative of fraud; ∙reviewing the minutes of Board meetings and correspondence with HMRC; and ∙evaluating the underlying business reasons for any unusual transactions. No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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 Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. David Pumfrey FCA (Senior statutory auditor) for and on behalf of Sumer Auditco Limited Statutory Auditors 14th Floor 33 Cavendish Square London W1G 0PW 17 April 2025 Page 10
FREIGHT INVESTOR (HOLDINGS) LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
| 2024 | 2023
Note | £ | £
Turnover | 4 | 21,572,233 | 20,135,271
Administrative expenses |  | (21,026,233) | (19,555,001)
Other operating income |  | 22,500 | -
Operating profit | 5 | 568,500 | 580,270
Share of profit of associates |  | 98,100 | 8,505
Total operating profit |  | 666,600 | 588,775
Income from fixed assets investments |  | 232,485 | (133,060)
Interest receivable and similar income | 10 | 2,309,400 | 605,502
Interest payable and similar expenses | 11 | (129,790) | (102,952)
Profit before taxation |  | 3,078,695 | 958,265
Tax on profit | 12 | (629,198) | (684,004)
Profit for the financial year |  | 2,449,497 | 274,261
Foreign exchange gain on retranslation of subsidiary |  | 119,177 | (20,635)
Other comprehensive income for the year |  | 119,177 | (20,635)
Total comprehensive income for the year |  | 2,568,674 | 253,626
Profit for the year attributable to: |  |  |
Non-controlling interests |  | 163,750 | -
Owners of the parent Company |  | 2,285,747 | 274,261
|  | 2,449,497 | 274,261
Total comprehensive income for the year attributable to: |  |  |
Non-controlling interest |  | 179,085 | -
Owners of the parent Company |  | 2,389,589 | 253,626
|  | 2,568,674 | 253,626
The notes on pages 20 to 43 form part of these financial statements.
Page 11
FREIGHT INVESTOR (HOLDINGS) LIMITED REGISTERED NUMBER: 08443420 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 15 |  | 2,468,508 |  | 396,098
Tangible assets | 16 |  | 168,158 |  | 210,840
Investments | 17 |  | 7,445,860 |  | 7,218,776
|  |  | 10,082,526 |  | 7,825,714
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 18 | 351,020 |  | - |
Debtors: amounts falling due within one year | 18 | 10,810,099 |  | 6,752,884 |
Cash at bank and in hand | 19 | 43,381,212 |  | 43,575,600 |
|  | 54,542,331 |  | 50,328,484 |
Creditors: amounts falling due within one year | 20 | (23,023,102) |  | (15,207,860) |
Net current assets |  |  | 31,519,229 |  | 35,120,624
Total assets less current liabilities |  |  | 41,601,755 |  | 42,946,338
Creditors: amounts falling due after more than one year | 21 |  | - |  | (3,717)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 24 | (895,066) |  | (866,945) |
|  |  | (895,066) |  | (866,945)
Net assets |  |  | 40,706,689 |  | 42,075,676
Capital and reserves |  |  |  |  |
Called up share capital | 25 |  | 75,001 |  | 75,001
Foreign exchange reserve | 26 |  | 88,082 |  | (15,760)
Other reserves | 26 |  | 2,685,198 |  | 2,600,834
Profit and loss account | 26 |  | 37,607,565 |  | 39,415,601
Non-controlling interests |  |  | 250,843 |  | -
|  |  | 40,706,689 |  | 42,075,676
Page 12
FREIGHT INVESTOR (HOLDINGS) LIMITED REGISTERED NUMBER: 08443420 CONSOLIDATED BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2024 The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 April 2025.
J W Banaszkiewicz
Director
The notes on pages 20 to 43 form part of these financial statements. Page 13
FREIGHT INVESTOR (HOLDINGS) LIMITED REGISTERED NUMBER: 08443420 COMPANY BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 17 |  | 15,827,870 |  | 8,172,846
|  |  | 15,827,870 |  | 8,172,846
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 18 | 5,636,781 |  | 2,002,437 |
Cash at bank and in hand | 19 | 14,390,930 |  | 23,660,791 |
|  | 20,027,711 |  | 25,663,228 |
Creditors: amounts falling due within one year |  | (719,360) |  | (31,788) |
Net current assets |  |  | 19,308,351 |  | 25,631,440
Total assets less current liabilities |  |  | 35,136,221 |  | 33,804,286
Provisions for liabilities |  |  |  |  |
Deferred taxation | 24 | (895,066) |  | (866,945) |
|  |  | (895,066) |  | (866,945)
Net assets |  |  | 34,241,155 |  | 32,937,341
Capital and reserves |  |  |  |  |
Called up share capital | 25 |  | 75,001 |  | 75,001
Other reserves | 26 |  | 2,685,198 |  | 2,600,834
Profit and loss account | 26 |  | 31,480,956 |  | 30,261,506
|  |  | 34,241,155 |  | 32,937,341
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 April 2025.
J W Banaszkiewicz
Director
The notes on pages 20 to 43 form part of these financial statements. Page 14

|  | FREIGHT INVESTOR (HOLDINGS) LIMITED |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
|  | Called up share capital | Foreign exchange reserve | Other reserves | Profit and loss account | Non-controlling interests | Total equity
|  | £ | £ | £ | £ | £ | £
| At 1 January 2024 | 75,001 | (15,760) | 2,600,834 | 39,415,601 | - | 42,075,676
| Comprehensive income for the year |  |  |  |  |  |
| Profit for the year | - | - | - | 2,285,747 | 163,750 | 2,449,497
| Capital contribution transfer | - | - | - | (3,559,269) | 3,559,269 | -
| Dividends: Equity capital | - | - | - | (450,150) | (3,737,022) | (4,187,172)
| Fair value and associated deferred tax on investments | - | - | 84,364 | (84,364) | - | -
| Foreign exchange gain on retranslation of subsidiary | - | 103,842 | - | - | 15,335 | 119,177
| NCI on acquisition of subsidiaries | - | - | - | - | 249,511 | 249,511
| At 31 December 2024 | 75,001 | 88,082 | 2,685,198 | 37,607,565 | 250,843 | 40,706,689
| The notes on pages 20 to 43 form part of these financial statements.
Page 15

FREIGHT INVESTOR (HOLDINGS) LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2023
| Called up share capital | Foreign exchange reserve | Other reserves | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2023 | 75,001 | 4,875 | 2,700,629 | 39,095,412 | 41,875,917
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 274,261 | 274,261
Dividends: Equity capital | - | - | - | (53,867) | (53,867)
Fair value and associated deferred tax on investments | - | - | (99,795) | 99,795 | -
Foreign exchange gain on retranslation of subsidiary | - | (20,635) | - | - | (20,635)
At 31 December 2023 | 75,001 | (15,760) | 2,600,834 | 39,415,601 | 42,075,676
| The notes on pages 20 to 43 form part of these financial statements.
Page 16
FREIGHT INVESTOR (HOLDINGS) LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Other reserves | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 75,001 | 2,600,834 | 30,261,506 | 32,937,341
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 1,753,964 | 1,753,964
Dividends: Equity capital | - | - | (450,150) | (450,150)
Fair value and associated deferred tax on investments | - | 84,364 | (84,364) | -
At 31 December 2024 | 75,001 | 2,685,198 | 31,480,956 | 34,241,155
| The notes on pages 20 to 43 form part of these financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2023
| Called up share capital | Other reserves | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2023 | 75,001 | 2,700,629 | 31,242,164 | 34,017,794
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (1,026,586) | (1,026,586)
Dividends: Equity capital | - | - | (53,867) | (53,867)
Fair value and associated deferred tax on investments | - | (99,795) | 99,795 | -
At 31 December 2023 | 75,001 | 2,600,834 | 30,261,506 | 32,937,341
| The notes on pages 20 to 43 form part of these financial statements.
Page 17
FREIGHT INVESTOR (HOLDINGS) LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024
|  |  | 2024 | 2023
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 2,449,497 | 274,261
Adjustments for: |  |
Amortisation of intangible assets | 267,776 | 136,249
Depreciation of tangible assets | 147,655 | 148,309
Interest paid | 129,790 | 102,952
Interest received | (2,309,400) | (605,502)
Taxation charge | 629,198 | 684,004
(Increase)/decrease in debtors | (3,786,633) | 543,683
Increase/(decrease) in creditors | 7,491,263 | (2,629,857)
Net fair value losses/(gains) on Investments recognised in P&L | (177,060) | 382,285
Share of operating (loss) in associates | (98,100) | (8,505)
Corporation tax (paid) | (607,717) | (1,082,236)
Foreign exchange on retranslation of subsidiary | 119,177 | (20,635)
Net cash generated from/(used in) operating activities | 4,255,446 | (2,074,992)
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (443,235) | (149,509)
Purchase of tangible fixed assets | (52,197) | (105,220)
Purchase of fixed asset investments | (3,239,739) | -
Interest received | 2,309,400 | 605,502
Cash received on acquisition of subsidiary | 1,150,480 | -
Net cash from/(used in) investing activities | (275,291) | 350,773
Page 18
FREIGHT INVESTOR (HOLDINGS) LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
|  | 2024 | 2023
|  | £ | £
Cash flows from financing activities |  |
Repayment of/new finance leases | 14,072 | 14,381
Dividends paid | (450,150) | (53,867)
Non-controlling interest dividends paid | (3,737,022) | -
Interest paid | (1,443) | (2,002)
Net cash used in financing activities | (4,174,543) | (41,488)
Net (decrease)/increase in cash and cash equivalents | (194,388) | (1,765,707)
Cash and cash equivalents at beginning of year | 43,575,600 | 45,341,307
Cash and cash equivalents at the end of year | 43,381,212 | 43,575,600
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 43,381,212 | 43,575,600
CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 DECEMBER 2024
|  | At 1 January 2024 | Cash flows | Acquisition and disposal of subsidiaries | New finance leases | At 31 December 2024
|  | £ | £ | £ | £ | £
Cash at bank and in hand | 43,575,600 | (1,344,868) | 1,150,480 | - | 43,381,212
Hire purchase | (25,093) | 3,676 | - | (17,748) | (39,165)
| 43,550,507 | (1,341,192) | 1,150,480 | (17,748) | 43,342,047
The notes on pages 20 to 43 form part of these financial statements.
Page 19
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
The Company is a private company limited by shares, and is incorporated in England and Wales with the registered number 08443420. The registered office is 80 Cannon Street, London EC4N 6HL. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2015.
| 2.3 | Associates
An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control. An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions. Page 20
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.3 | Associates (continued)
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated statement of comprehensive income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated balance sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition. Any premium on acquisition is dealt with in accordance with the goodwill policy.
| 2.4 | Key management personnel
The directors consider that there are no other key management personnel other than the directors of the Company and its subsidiary company, Freight Investor Services Limited.
| 2.5 | Turnover
Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: - the amount of revenue can be measured reliably; - it is probable that the Group will receive the consideration due under the contract; - the stage of completion of the contract at the end of the reporting period can be measured reliably; and - the costs incurred and the costs to complete the contract can be measured reliably. Turnover represents the amounts receivable from customers and related undertakings excluding value added tax on commission earned from arranging the sale of freight derivatives. Also included within turnover are brand royalties, service fee income and secondment fee income. Commission on cleared trades is recognised in the month that the deal is agreed. Cleared trades that settle after the balance sheet date are treated as accrued income and is discounted using an appropriate market rate. All the other commissions are recognised in the month of settlement. Those commissions received in advance of settlement from customers are treated as deferred income. Fees received from brand royalties and services fees are recognised in accordance with approved contracts. Page 21
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.6 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
| 2.7 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Office improvements | - | 25%
|  |  |  | Office equipment | - | 25% or 33%
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Page 22
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.8 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
| 2.9 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.10 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Page 23
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.10 | Financial instruments (continued)
Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Page 24
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.10 | Financial instruments (continued)
Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
| 2.11 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.12 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. Page 25
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.13 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
| 2.14 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset. The Group has taken advantage of the optional exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard, being 31 December 2014 to continue to be charged over the period to the first market rent review rather than the term of the lease.
| 2.15 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
| 2.16 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss. Page 26
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.17 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. Actual results may differ from these estimates. 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. Page 27
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
4. | Turnover
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Commissions receivable | 19,152,883 | 17,885,924
| Brand royalties and other service fees | 2,419,350 | 2,249,347
|  | 21,572,233 | 20,135,271
| The majority of turnover is attributable to commission earned on the brokerage of global deals in freight and commodity derivatives and is derived from its offices in the United Kingdom and Denmark; and its branch in the USA.
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Exchange differences | 695,316 | 123,407
| Other operating lease rentals | 530,113 | 458,082
| Net loan write off/(write-back) | (500,713) | 1,047,115
Page 28
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
6. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors and their associates:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements | 35,000 | 33,022
| Fees payable to the Company's auditors and their associates in respect of: |  |
| General group advisory services | 64,409 | 20,749
| Freight Investor (Holdings) Limited maintains a stringent policy regarding the engagement of auditors for non-audit services to ensure independence, objectivity, and compliance with regulatory requirements. The policy delineates the procedures for assessing the appropriateness of engaging auditors for non-audit services and ensures that such engagements do not compromise the independence of the audit function. This disclosure provides transparent insight into the nature and extent of remuneration paid to Simmons Gainsford/Sumer Auditco and other suppliers for various services rendered during the financial year, thereby enhancing transparency and accountability in Freight Investor (Holdings) Limited’ financial reporting practices.
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group
|  | 2024 | 2023
|  | £ | £
| Wages and salaries | 12,789,951 | 11,889,570
| Social security costs | 1,494,000 | 1,400,084
| Staff private health insurance | 180,329 | 136,120
| Cost of defined contribution scheme | 309,000 | 252,797
|  | 14,773,280 | 13,678,571
Page 29
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 7.Employees (continued)
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Brokers | 38 | 32
|  | Administrative and support staff | 37 | 34
|  |  | 75 | 66
| The Company has no employees other than the directors whose remuneration were paid within the Group.
8. | Directors' remuneration
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Directors' emoluments | 410,423 | 431,017
| Group contributions to defined contribution pension schemes | 19,750 | 46,500
|  | 430,173 | 477,517
| During the year retirement benefits were accruing to 2 directors (2023 - 2) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £257,625 (2023 - £257,699).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £12,500 (2023 - £12,500).
9. | Fair value movement
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fair value gain/(loss) in fixed asset investments | 112,485 | (133,060)
| Dividends received from unlisted investments | 120,000 | -
Page 30
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
10. | Interest receivable
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Bank and Other interest receivable | 2,309,400 | 605,502
11. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Hire purchase contracts | 1,438 | 2,002
| Other interest payable | 128,352 | 100,950
|  | 129,790 | 102,952
12. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 473,515 | 761,377
| Group share of the associates tax | 2,638 | (44,108)
| Adjustments in respect of previous periods | 84,757 | -
| Total current tax | 560,910 | 717,269
| Deferred tax |  |
| Origination and reversal of timing differences | 68,288 | (33,265)
| Total deferred tax | 68,288 | (33,265)
| Tax on profit | 629,198 | 684,004
Page 31
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 12.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 3,078,695 | 958,265
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%) | 769,674 | 225,389
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | (103,944) | 364,903
| Capital allowances for year in excess of depreciation | 80,976 | 10,791
| Utilisation of tax losses | (50,321) | -
| Adjustments to tax charge in respect of prior periods | 84,757 | -
| Short-term timing difference leading to an increase (decrease) in taxation | 6,523 | -
| Non-taxable income from investments | (191,958) | 88,195
| Group's share of associates tax | 2,638 | (44,108)
| Foreign tax paid | 29,563 | 72,099
| Book profit on chargeable assets | - | (33,265)
| Unrelieved tax losses carried forward | 1,290 | -
| Total tax charge for the year | 629,198 | 684,004
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
13. | Dividends
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Interim dividend | 450,150 | 53,867
Page 32
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
14. | Parent company profit for the year
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The profit after tax of the parent Company for the year was £1,753,964 (2023 - loss £1,026,586).
15. | Intangible assets
| Group
|  | Computer software | Goodwill | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2024 | 726,536 | 76,000 | 802,536
| Additions | 443,235 | - | 443,235
| On acquisition of subsidiaries | - | 1,835,806 | 1,835,806
| Foreign exchange movement | - | 61,145 | 61,145
| At 31 December 2024 | 1,169,771 | 1,972,951 | 3,142,722
| Amortisation |  |  |
| At 1 January 2024 | 330,438 | 76,000 | 406,438
| Charge for the year on owned assets | 175,986 | 91,790 | 267,776
| At 31 December 2024 | 506,424 | 167,790 | 674,214
| Net book value |  |  |
| At 31 December 2024 | 663,347 | 1,805,161 | 2,468,508
| At 31 December 2023 | 396,098 | - | 396,098
Page 33
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
16. | Tangible fixed assets
| Group
|  | Short-term leasehold property | Fixtures and fittings | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2024 | 292,357 | 316,179 | 608,536
| Additions | - | 52,197 | 52,197
| Exchange adjustments | (3,019) | (444) | (3,463)
| At 31 December 2024 | 289,338 | 367,932 | 657,270
| Depreciation |  |  |
| At 1 January 2024 | 188,923 | 208,773 | 397,696
| Charge for the year on owned assets | 78,214 | 69,441 | 147,655
| Disposals | (53,833) | - | (53,833)
| Exchange adjustments | (2,245) | (161) | (2,406)
| At 31 December 2024 | 211,059 | 278,053 | 489,112
| Net book value |  |  |
| At 31 December 2024 | 78,279 | 89,879 | 168,158
| At 31 December 2023 | 103,434 | 107,406 | 210,840
| All of the Group's Tangible fixed assets are held by subsidiary undertakings.
| The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Short-term leasehold property | 35,067 | 17,459
| Furniture, fittings and equipment | 3,325 | 6,650
|  | 38,392 | 24,109
Page 34
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
17. | Fixed asset investments
| Group
|  | Investments in associates | Listed investments | Unlisted investments | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 January 2024 | 91,026 | 1,923,045 | 6,242,705 | 8,256,776
| Additions | - | - | 74,561 | 74,561
| Foreign exchange movement | - | - | (55,425) | (55,425)
| Revaluations | - | 170,485 | (57,999) | 112,486
| Share of profit/(loss) | 95,462 | - | - | 95,462
| At 31 December 2024 | 186,488 | 2,093,530 | 6,203,842 | 8,483,860
| Impairment |  |  |  |
| At 1 January 2024 | - | - | 1,038,000 | 1,038,000
| At 31 December 2024 | - | - | 1,038,000 | 1,038,000
| Net book value |  |  |  |
| At 31 December 2024 | 186,488 | 2,093,530 | 5,165,842 | 7,445,860
| At 31 December 2023 | 91,026 | 1,923,045 | 5,204,705 | 7,218,776
| The unlisted investments have been included at fair value based on the market value calculations by SS & C GlobeOp, who are publicly listed on the NASDAQ and Ifina (UK) Limited, who are registered and supervised by the FCA for AML and compliance.
Page 35
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
| Company
|  | Investments in subsidiary companies | Investments in associates | Listed investments | Unlisted investments | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 January 2024 | 935,096 | 125,000 | 1,923,045 | 5,189,705 | 8,172,846
| Additions | 7,523,402 | - | - | 74,561 | 7,597,963
| Foreign exchange movement | - | - | - | (55,425) | (55,425)
| Revaluations | - | - | 170,485 | (57,999) | 112,486
| At 31 December 2024 | 8,458,498 | 125,000 | 2,093,530 | 5,150,842 | 15,827,870
| Net book value |  |  |  |  |
| At 31 December 2024 | 8,458,498 | 125,000 | 2,093,530 | 5,150,842 | 15,827,870
| At 31 December 2023 | 935,096 | 125,000 | 1,923,045 | 5,189,705 | 8,172,846
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Principal activity | Class of shares | Holding
| Freight Investor Services Limited | Derivatives broker | Ordinary | 100%
| Freight Commodity Services Limited (i) | Dormant | Ordinary | 100%
| Freight Investor Services (Denmark) A/S | Derivatives broker | Ordinary | 100%
| FIS Physical Limited | Holding company | A Ordinary | 85%
| FIS Hellas S.A. (ii) | Physical shipping broker | Ordinary | 85%
| FIS Solutions Limited | Dormant | Ordinary | 100%
| (i) Shares are held via Freight Investor Services Limited. (ii) Shares held via FIS Physical Limited. The registered office of the subsidiaries is the same as the Company, with the exception of Freight Investor Services (Denmark) A/S and FIS Hellas S.A. The registered office of Freight Investor Services (Denmark) A/S is Bredgade 17, 2., DK-1260 Copenhagen K, Denmark. The registered office of FIS Hellas S.A. (formerly GR8 Chartering Hellas S.A.) is 80 Broad Street, Monrovia, Liberia. All subsidiaries have been included in the consolidation.
Page 36
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
| Associate
| The following was an associate of the Company:
| Name | Principal activity | Class of shares | Holding
| Trigonal Limited | Software development | Ordinary B | 40%
| The accounting reference date for the above company is 30 April. The consolidated results for this company are based on management accounts prepared to 31 December.
Page 37
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
18. | Debtors
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Due after more than one year |  |  |  |
| Other debtors | 351,020 | - | - | -
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Due within one year |  |  |  |
| Trade debtors | 2,692,359 | 3,056,023 | - | -
| Amounts owed by group undertakings | - | - | 12,618 | 151,849
| Other debtors | 6,491,143 | 2,221,838 | 5,624,100 | 1,850,512
| Prepayments and accrued income | 1,626,597 | 1,475,023 | 63 | 76
|  | 10,810,099 | 6,752,884 | 5,636,781 | 2,002,437
19. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Cash at bank and in hand | 43,381,212 | 43,575,600 | 14,390,930 | 23,660,791
20. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Trade creditors | 262,316 | 104,456 | - | -
| Amounts owed to group undertakings | 6,330 | - | 548,025 | 69
| Corporation tax | 1,873,690 | 1,812,357 | 135,747 | -
| Other taxation and social security | 133,362 | 206,910 | - | -
| Obligations under finance lease and hire purchase contracts | 39,165 | 21,376 | - | -
| Other creditors | 16,315,725 | 8,401,699 | - | 1,272
| Accruals and deferred income | 4,392,514 | 4,661,062 | 35,588 | 30,447
|  | 23,023,102 | 15,207,860 | 719,360 | 31,788
Page 38
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
21. | Creditors: Amounts falling due after more than one year
|  | Group | Group
|  | 2024 | 2023
|  | £ | £
| Net obligations under finance leases and hire purchase contracts | - | 3,717
Net obligations under finance leases and hire purchase contracts are secured over the assets which they relate to. All net obligations under finance leases and hire purchase contracts are due within 5 years.
22. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  | Group | Group
|  | 2024 | 2023
|  | £ | £
| Within one year | 3,910 | 4,266
| Between 1-5 years | - | 3,910
|  | 3,910 | 8,176
23. | Financial instruments
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Financial assets |  |  |  |
| Financial assets measured at fair value through profit or loss | 6,338,811 | 6,281,751 | 6,338,811 | 6,281,751
| Financial assets measured at fair value through profit or loss comprise the listed investments and certain unlisted investments.
Page 39
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
24. | Deferred taxation
| Group
|  | 2024 | 2023
|  | £ | £
| At beginning of year | 866,945 | 900,210
| Charged to profit or loss | 28,121 | (33,265)
| At end of year | 895,066 | 866,945
| Company
|  | 2024 | 2023
|  | £ | £
| At beginning of year | 866,945 | 900,210
| Charged to profit or loss | 28,121 | (33,265)
| At end of year | 895,066 | 866,945
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Fair value adjustments on fixed asset investments | 895,066 | 866,945 | 895,066 | 866,945
|  | 895,066 | 866,945 | 895,066 | 866,945
25. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 75,001 (2023 - 75,001) Ordinary shares of £1.00 each | 75,001 | 75,001
Page 40
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
26. | Reserves
Foreign exchange reserve The foreign exchange reserve comprises foreign exchange movements on the retranslation of overseas subsidiaries. Other reserves This comprises the accumulated movements in the fair value of fixed asset investments and the associated deferred tax provision. Profit and loss account This comprises profits available for distribution.
27. | Business combinations
Freight Investor (Holdings) Limited acquired 100% of the voting equity in FIS Hellas S.A. (formerly GR8 Chartering S.A.) on 12 July 2024.
| Acquisition of FIS Hellas S.A.
| Recognised amounts of identifiable assets acquired and liabilities assumed
|  |  |  |  | Book value | Fair value adjustments | Fair value
|  |  |  |  | £ | £ | £
| Fixed Assets |  |  |
| Tangible | 20,511 | - | 20,511
|  | 20,511 | - | 20,511
| Current Assets |  |  |
| Debtors | 525,921 | - | 525,921
| Cash at bank and in hand | 1,150,480 | - | 1,150,480
| Total Assets | 1,696,912 | - | 1,696,912
| Creditors |  |  |
| Due within one year | (43,503) | - | (43,503)
| Total Identifiable net assets | 1,653,409 | - | 1,653,409
| Goodwill | 1,835,806
| Total purchase consideration | 3,489,215
Page 41
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 27.Business combinations (continued)
| Consideration
|  |  |  |  | £
| Cash | 3,239,739
| Equity instruments | 249,476
| Total purchase consideration | 3,489,215
| Cash outflow on acquisition
|  |  |  |  | £
| Purchase consideration settled in cash, as above | 3,088,231
| Directly attributable costs | 151,509
|  | 3,239,740
| Less: Cash and cash equivalents acquired | (1,150,480)
| Net cash outflow on acquisition | 2,089,260
| The results of FIS Hellas S.A. since acquisition are as follows:
|  |  |  | Current period since acquisition
|  |  |  | £
| Turnover | 1,786,576
| Profit for the period since acquisition | 1,173,956
28. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held seperately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £215,114 (2023: £245,184). Contributions totalling £42,183 (2023: £32,176) were payable to the fund at the balance sheet date and are included in creditors. Page 42
FREIGHT INVESTOR (HOLDINGS) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
29. | Commitments under operating leases
| At 31 December 2024 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2024 | 2023
|  | £ | £
| Not later than 1 year | 446,499 | 405,603
| Later than 1 year and not later than 5 years | 68,673 | 363,434
|  | 515,172 | 769,037
30.Other financial commitments The company has entered into forward currency contracts amounting to £1,490,868 (2023: £3,191,099) as at the balance sheet date.
31. | Related party transactions
| Group and Company The Company has taken advantage of the exemption in FRS 102, paragraph 33.1.A "Related party disclosures" whereby it has not disclosed transactions with any wholly owned subsidiary undertakings. Included within Debtors is a balance of £5,829,886 (2023: £5,509,765) owed by a company controlled by a director. A provision of £5,509,765 (2023: £5,509,765) has been made against the loan by the Company. During the year, dividends of £450,150 (2023: £53,867) were paid to a director by the Company. Group During the period, the Group purchased £197,291 (2023: £239,023) of services from an associated company. Included within Creditors is a balance of £15,641,944 (2023: £8,291,697) owed to a company controlled by a director, in relation to debtors collected on their behalf. During the year the Group charged fees of £1,276,290 (2023: £1,279,650) to the related party. At the year end, an amount of £200,181 was due from (2023: £52,324 due to) a company controlled by a director. During the year the Group charged fees of £78,069 (2023: £113,782) to the related party.
32. | Controlling party
The Group considers J W Banaszkiewicz, a director, to be the ultimate controlling party by virtue of his 100% shareholding in the Company in both the current and prior year.
Page 43