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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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FREIGHT INVESTOR (HOLDINGS) LIMITED
COMPANY INFORMATION
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FREIGHT INVESTOR (HOLDINGS) LIMITED
CONTENTS
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FREIGHT INVESTOR (HOLDINGS) LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
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.
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 The Group continued its investment into IT systems, specifically replacing outdated server hardware/software in line with best business practices and current cyber security fundamentals.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.
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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.
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.
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.
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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.
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.
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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.
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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.
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.
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.
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.
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.
The directors who served during the year were:
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FREIGHT INVESTOR (HOLDINGS) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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
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FREIGHT INVESTOR (HOLDINGS) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FREIGHT INVESTOR (HOLDINGS) LIMITED
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).
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.
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.
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.
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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.
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.
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.
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FREIGHT INVESTOR (HOLDINGS) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FREIGHT INVESTOR (HOLDINGS) LIMITED (CONTINUED)
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;
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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.
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.
for and on behalf of
Statutory Auditors
14th Floor
33 Cavendish Square
W1G 0PW
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FREIGHT INVESTOR (HOLDINGS) LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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FREIGHT INVESTOR (HOLDINGS) LIMITED
REGISTERED NUMBER: 08443420
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
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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.
The notes on pages 20 to 43 form part of these financial statements.
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FREIGHT INVESTOR (HOLDINGS) LIMITED
REGISTERED NUMBER: 08443420
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 20 to 43 form part of these financial statements.
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