The directors present the Strategic Report of Seko Logistics Group Limited (the "Company") and its subsidiary undertakings (together referred to as the "Group") for the year ended 31 December 2024.

The principal activity of the Group is that of providing customer-focused supply chain management solutions. The Company acts as a holding company for subsidiaries involved in supply chain management solutions.

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end.

We consider that our key financial performance indicators are those that communicate the financial performance and strength of the Group as a whole, these being Turnover, Gross profit, Operating profit and Profit before tax.

The directors are pleased with the results for the year ended 31 December 2024, the business adapted well to the challenges and changes in the industry and global supply chain. The Group's focus remained on investing in our staff, client retention, gaining new customers and developing and enhancing services to help our clients with challenges in the global supply chain.

The average market price of Ocean containers and Air Freight declined compared to 2023, driven by a reduction in demand across the sector as the global economies remained sluggish. The reduction in market freight rates resulted in a reduction in Turnover to £158m from £169m in 2023. Given the Group's ability to manage cost effectively as well as maintaining the volume of business, it managed to deliver Gross profit of £37m and Profit before tax was £9m.

The Group's strategy continues to be strong organic growth and will continue to invest in IT systems, staff retention and investing in additional staff to support growth and delivering a high service level for our clients.

The results for the period to June 2025 have been acceptable, considering the continued softening of the market, the Group reducing the size of the contract logistics footprint in the UK and the challenging economic climate in the UK and globally. Profit before tax for the period to June 2025 is £3.4m which is £1.3m (38%) lower than same period last year.

The Group is well positioned for growth over the next 5 years.

The Group's activities expose it to a variety of financial risks. The Group's overall risk management therefore seeks to mitigate potential adverse consequences arising from the unpredictability of financial markets.

Competitive pressures as well as the current economic climate present an ongoing risk to the Group. This may result in a reduction in the prices which the Group is able to charge for its services. The Group manages this risk by focusing on customer service delivery, by developing and implementing innovative new services, alongside a greater value-added offering for its key clients. Strong relationships with customers are key to the Group's success.

Market risk

The Group's sales are primarily denominated in Sterling, although invoices are also issued in US Dollars and Euros. The Group is therefore exposed to the movement in exchange rates on sales and purchases that are denominated in other currencies. This risk is assessed on an ongoing basis. The Group does not use derivative financial instruments to manage currency exposure and, as such, no hedge accounting is applied.

Credit risk

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit checks are performed on all customers requiring credit. The receivable balances are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. We aim to mitigate liquidity risk by managing cash generation by our operations and applying cash collection targets.

Economic impact of global events

UK businesses are facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.

The directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and concluded that the greatest impact on the business is expected to be from the economic ripple effect on the global economy. The directors have taken account of these potential impacts in their going concern assessment.

The Group continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.

Section 172(1)(a) to (f) of the Companies Act 2006 requires directors to take into consideration the interests of stakeholders in their decision making, to this effect the board of directors of Seko Logistics Group Limited consider that they have acted in such a way that would be most likely to promote the success of the Group for the benefit of its members as a whole.

(a) The likely consequences of any decision in the long-term

The key decisions taken during 2024 related to the ongoing operational management and promotion of the Group. The long-term effect of such decisions is always considered, in order to ensure that the operations of the Group are sustainable into the future.

(b) The interests of the Group's employees

The Directors consider the employees as one of the key stakeholders within the Group. The Group takes steps to communicate and consult with employees in order to ensure that as far as possible, employees are engaged, involved and informed about decisions which affect them. Decisions taken by the directors to protect and promote the best interests of the company also inherently protect the interests of its employees.

(c) The need to foster the Group's business relationships with suppliers, customers and others

The Directors recognise that the success of the Group is reliant on the stakeholders of the business and, to this effect, the Group engages with these stakeholder groups, we look to ensure our suppliers have the same core values as the Group and that suppliers adhere to the SEKO Anti-Bribery and Corruption policy as well as the Seko Anti-Slavery and human trafficking statement, details of which are available on the Company's website: https://www.sekologistics.com/us/about/resources/.

There is a large and diverse customer base, and the Group follows a 'client first' approach. At SEKO, we place our clients at the heart of every working day and our employees are focused on delivering service excellence.

Section 172 statement (continued)

(d) The impact of the Group's operations on the community and environment

The Group is conscious of both its social and environmental impact, and the Directors seek opportunities to limit the environmental footprint of the operations of the Group wherever this is practically and commercially feasible. The Directors take very seriously their responsibility of ensuring the Group is a good corporate citizen. Business creates wealth that, through taxes, delivers the investment which, if properly managed by politicians, leads to a fairer and more prosperous society. In 2024, the UK Group contributed taxes within the UK, whether borne by the Group or collected on behalf on HMRC of £34.8m (2023: £42.7m). We are proud of the part we play in our industry's contribution through its economic activity.

(e) The desirability of the Group maintaining a reputation for high standards of business conduct

In order to ensure that the business maintains its reputation and integrity, the board promotes a corporate culture based on sound ethical values and behaviours which are essential to maximise shareholder value. The SEKO code of conduct and Ethics policy, SEKO anti-trust policy and SEKO Anti-Corruption and Foreign Corrupt Practices Act Policy are available on the company's website: https://www.sekologistics.com/us/about/resources/.

SEKO provide an anonymous hotline, as well as good practice in terms of corporate governance, we also provide employees with a process to raise any suspected wrong doings, misconduct or illegal acts that they have witnessed or become aware of. This reconfirms the Group commitment to promoting the highest possible standards of openness, integrity and accountability across the business.

(f) The need to act fairly as between members of the Company

The Company is wholly owned by Seko Global Logistics Network LLC, and key decisions of the Company are supervised by that shareholder. Information is shared effectively to ensure that the shareholder is engaged.

On behalf of the board

The Directors present their annual report and audited consolidated financial statements of Seko Logistics Group Limited (the Company) and its subsidiaries (together referred to as the "Group") for the year ended 31 December 2024.

The results for the year are set out on page 10.

No interim dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Seko Logistics Group Limited has provided to all directors limited indemnities in respect of the cost of defending claims against them and third party liabilities. These are all third party indemnity provisions for the purpose of the Companies Act 2006 and are all currently in force.

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The Group's policy is to consult and discuss with employees, through staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Group's performance.

There is no employee share scheme at present, but the Directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

There have been no significant events affecting the Group and Company since the year end.

The Group does not foresee significant changes in trading levels or margins for the foreseeable future.

The Group has followed the 2019 HM Government Environmental Reporting Guidelines. The Group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

As part of a new ambitious sustainability strategy, the group has commenced a long-term carbon measurement and reduction program of work. Actions undertaken in the reporting year include:

• Setting a carbon reduction target across scope 1 and 2;

• Working to migrate all sites to 100% renewable energy by the end of 2028;

• Establishing new requirements for all newly leased facilities to ensure that green building certifications and energy efficient measures are evaluated as part of every new lease.

To improve the consistency of reporting, carbon usage statistics for 2023 have been restated.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

The results of the Group are set out in the Group Statement of Comprehensive Income. The financial position of the Group and Company, its liquidity position and its cash flows are reflected in the Group Balance Sheet, Company Balance Sheet and Group Statement of Cash Flows respectively.

The Directors have assessed the Group's and the Company's ability to continue as a going concern and have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. In doing this, they have considered the results for the period, expectations of future trading and the availability of continued funding. On the basis of this information the Directors are satisfied that the Group and Company will continue as a going concern and so the financial statements have been prepared on this basis.

We have audited the financial statements of Seko Logistics Group 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 balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the senior statutory auditor ensured the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the Group and Company through discussions with directors and other management, and from our commercial knowledge and experience of the Group's activities.

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group and Company, including Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental, health and safety legislation and anti-money laundering regulations.

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

• we assessed the susceptibility of the Group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

  • making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

  • considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 of the financial statements were indicative of potential bias;

• investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• reading the minutes of meetings of those charged with governance;

• enquiring of management as to actual and potential litigation and claims;

• reviewing correspondence with the Group’s legal advisor.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of noncompliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The Group statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

There are no recognised gains and losses other than those passing through the profit and loss account.

As permitted by s408 Companies Act 2006, the Company has not presented its own profit and loss account and related notes. The Company’s loss for the year was £1,341,498 (2023 - £1,448,377 loss).

Seko Logistics Group Limited (“the Company”) is a private limited company domiciled and incorporated in England and Wales, registered number 08735136. The registered office is Minton Place, Victoria Street, Windsor, United Kingdom, SL4 1EG.

The Group consists of Seko Logistics Group Limited and all of its subsidiaries shown in Note 14.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The Company is a qualifying entity for the purposes of FRS 102, being a member of a Group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

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.

In the Group financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Seko Logistics Group Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the Group’s financial statements from the date that control commences until the date that control ceases.

The results of the Group are set out in the Group Statement of Comprehensive Income. The financial position of the Group and Company, its liquidity position and its cash flows are reflected in the Group Balance Sheet, Company Balance Sheet and Group Statement of Cash Flows respectively.

The Directors have assessed the Group's and the Company's ability to continue as a going concern and have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. In doing this, they have considered the results for the period, expectations of future trading and the availability of continued funding. On the basis of this information the Directors are satisfied that the Group and Company will continue as a going concern and so the financial statements have been prepared on this basis.

Turnover is measured at the fair value of the consideration received or receivable and represents amounts for the rendering of services in the normal course of business, net of discounts and other sales-related taxes.

Turnover from freight forwarding services

The provision of freight forwarding services include air freight and sea freight. Turnover is earned when the Group acts as a freight consolidator in respect of air freight services, and as a non-vessel operating common carrier in respect of sea freight services. In both cases, the Group acts as an indirect carrier and therefore revenue is recognised when the services are rendered, which coincide with the date of arrival of shipments (for import freight) and the date of departure of shipments (for export freight).

Turnover from warehousing and distribution services

Turnover is recognised from the provision of warehousing and distribution services over the period in which the services are provided.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Amortisation is charged to 'administrative expenses' in the Group Statement of Comprehensive Income.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Depreciation is charged to 'administrative expenses' in the Group Statement of Comprehensive Income.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The Group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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 the Group Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Group Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Assets obtained under finance lease obligations are capitalised in the Group Balance Sheet. The assets held under finance lease obligations are depreciated over their estimated useful lives or the lease term, whichever is shorter.

The interest element of these obligations is charged to the Group Statement of Comprehensive Income over the relevant period. The capital element of the future payments is treated as a liability.

Operating lease rentals are charged to Group Statement of Comprehensive Income on a straight line basis over the period of the lease term.

Benefits receivable as operating lease incentives are recognised within the Group Statement of Comprehensive Income on a straight line basis over the lease term.

Functional and presentation currency

The Group and Company's functional and presentation currency is Pounds Sterling.

Transactions and balances

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

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 the Group Statement of Comprehensive Income.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Interest receivable and similar income

Interest receivable and similar income is recognised in the Group Statement of Comprehensive Income using the effective interest method.

Interest payable and similar expenses

Interest payable and similar expenses are charged to the Group Statement of Comprehensive Income 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.

In the application of the Group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The critical judgements that the directors have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.

In assessing whether there have been any indicators of impairment assets, the Directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year.

The job costing accrual represents an estimate by management of the expected costs from suppliers and subcontractors for services rendered during the fiscal year. This estimate is based on historical data, current market conditions, and anticipated project requirements, ensuring that the financial statements reflect a realistic view of the company's obligations. The actual costs are recognised as and when invoices are received from suppliers and subcontractors, allowing for adjustments to maintain the accuracy of the financial records. Given the material nature of these accruals, any significant deviation between estimated and actual costs could impact the Group's financial position, making it crucial to regularly review and adjust these estimates. To mitigate the risk of significant discrepancies, management employs a robust review process, including periodic reconciliations and adjustments based on the latest available data. Transparent disclosure of the estimation process and any significant changes in assumptions or methodologies is essential to ensure stakeholders are fully informed about the basis of these accruals and any potential impacts on the financial statements.

Key sources of estimation uncertainty

The Directors do not consider there to be any key sources of estimation uncertainty.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The number of directors to whom retirement benefits accrued was two (2023: three).

The total remuneration of Group key management personnel was £1,814,850 (2023: £2,405,669).

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 31 December 2024 are as follows:

The Company provides parental guarantee to its subsidiaries where the subsidiaries are entitled to an exemption from audit under section 479A of the Companies Act 2006 and members have not required those subsidiaries to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

These subsidiaries have taken the exemption from the audit under section 479A of the Companies Act 2006 relating to the subsidiary undertakings in respect of the year ended 31 December 2024:

• Seko Logistics (London) Limited

• Seko Logistics Scotland Limited

• Seko Logistics Solutions Limited

• Seko Logistics (Southampton) Limited

• Seko Logistics (North) Limited

• Seko Omni-Channel Logistics Limited

• Indigina Technologies Limited

All of the above entities have been included in the consolidation and are consolidated on the basis that they are controlled within the Group.

The registered office addresses of all subsidiaries are the same as the Company except Sego Logistics Limited which maintains a registered office at 2nd Floor, 1-2 Victoria Buildings, Haddington Road, Dublin.

Trade debtors are stated after a provision for bad debts of £1,199,272 (2023: £1,281,544).

Amounts owed by group undertakings are unsecured, accrue interest at a rate of Bank of England base rate plus 3.75%, and repayable on demand.

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

On 19 April 2021 as security for its loans to the Company, the Company granted RBS Invoice Finance Limited a charge which was fixed over land and intellectual property both present and future, and floating over all assets and undertakings both present and future. The terms of the charge require that its validity shall continue until all liabilities secured by the charge have been satisfied. The bank loan bears interest at 2% above base rate.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The Group operates a defined contribution pension plan for its employees. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charged represents contributions payable by the Group to the scheme and amounted to £485,912 (2023: £492,375). Contributions amounting to £63,459 (2023: £70,702) were payable to the fund at the balance sheet date and are included in the creditors.

The Company has one class of ordinary shares. Each share carries one voting right per share but no right to fixed income.

Capital redemption reserve

The capital redemption reserve is a non-distributable reserve and represents paid-up share capital.

Profit and loss reserves

This reserve represents the cumulative profits and losses of the Company.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The Group and the Company had no capital commitments as at year end (2023: £nil).

There have been no significant events affecting the Group and the Company since the year end.

During the year the group entered into the following transactions with related parties:

During the year, the Group received consultancy services from a related entity under the control of key management personnel amounting to £200,000 (2023: £20,000).

The following amounts were outstanding at the reporting end date:

The immediate parent company and ultimate parent company of the Company is Seko Global Logistics Network, LLC, a company incorporated in the United States of America. There is no ultimate controlling party.

The Directors noted certain items requiring restatement of comparative balances as at 31 December 2023.

It was noted that £1,199,999 in the Company balance sheet shown as a tax receivable should have been presented as receivable from subsidiaries. The balance has been represented within debtors.

Also in the Company balance sheet, a restatement was required to correct an error to the historic cost of investment in subsidiaries. Investment in subsidiaries was reduced by £57,449 with the adjustment posted to other creditors.

It was further noted that due to a historic error at Group level, an adjustment of £61,169 was required to reduce retained earnings and increase tax liabilities at as 31 December 2023.

All restatements are presentational adjustments within the respective balance sheets and there is no impact on the reported result of the prior year at Group or Company level.