Company registration number 08335505 (England and Wales)
TEXTILE LOGISTICS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
TEXTILE LOGISTICS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 22
TEXTILE LOGISTICS LIMITED
COMPANY INFORMATION
Directors
Michele Nascetti
Matteo Arcese
Company number
08335505
Registered office
Thurrock Parkway
Thurrock Park Industrial Estate
Tilbury
Essex
RM18 7HY
Auditor
Gerald Edelman LLP
73 Cornhill
London
EC3V 3QQ
Bankers
Barclays Bank Plc
2 High Street
Chelmsford
Essex
CM1 1BG
TEXTILE LOGISTICS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Review of the business

The business continued its positive trend from 2023 into 2024.

Both transport and logistic revenues have increased 20% Year-on-Year (YoY) through a combination of new business and ongoing contracts.

The company has also improved the gross profit margin from 37% to 43%. This was achieved by the firm's continuing practice of controlling both fixed and variable costs in conjunction with maintaining strong margins on new business.

The company continues to combine the utility of maximising internal resources for Logistic services and Group Transport resources to achieve maximum returns for the business.

The business remains optimistic for its continued positive trading and growth but the directors remain mindful of the geopolitical uncertainties surrounding international trade and the impact that may have with our customers.

Principal risks and uncertainties

The management of the business and the execution of the company's strategy are subject to a number of risks. These risks are monitored through close monitoring of the company's key performance indicators (KPI's) by senior management.

Financial risk management

The company's operations expose it to a variety of financial risks. The company has in place risk management procedures that seek to limit the adverse effects of the financial performance of the entity. These risk management procedures include invoice and credit control, cost control and cost accounting.

Liquidity risk

The company is principally self-financed with cashflows generated from its operating activities and as part of the Arcese Group can also look to the group for support if required.

Credit risk

Credit risk arises from the possibility that counterparties to transactions may default on their obligations, causing financial loss for the company. This risk is mitigated by performing credit checks on prospective customers, to ensure they have the ability to settle their accounts as they become due. Provision for trade receivables is made where it is doubtful that the company will not be able to collect all amounts due according to the original terms of the receivables.

Price risk

Price risk arises primarily from variations passed onto us for transportation costs which are fully outsourced.

Foreign currency risk

The company conducts its business in both Sterling and Euro which exposes the company to foreign exchange rate risk. Foreign exchange risk is mitigated through the buying of services in the same currency.

TEXTILE LOGISTICS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Key performance indicators

The directors monitor progress of the company's performance by reference to the following financial KPIs:

| 31 December | 31 December
| 20 2 4 | 20 2 3
Revenue | £14,312,704 | £11,901,647
Gross profit | £6,220,089 | £4,457,850
Gross margin | 43.46% | 37.46%
Net assets | £3,806,228 | £2,850,096

In addition to the above, the performance of the business is monitored through additional checks and balances including:

- Commercial reporting – New sales and prospecting

- Variable cost monitoring, including Agency and Overtime

- Client turnover and performance analysis

- Regular review of fixed overheads

The directors believe that the company has achieved its KPIs during the financial period ended 31 December 2024, and will work towards achieving KPIs in 2025 to promote the success of the business.

On behalf of the board

Michele Nascetti
Director
9 May 2025
TEXTILE LOGISTICS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company continued to be that of European and domestic transport, freight forwarding and logistics.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £700,000. The directors do not recommend payment of a final dividend.

Directors

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

Michele Nascetti
Matteo Arcese
Auditor

The auditor, Gerald Edelman LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

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 company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

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

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditors are 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 company’s auditors are aware of that information.

TEXTILE LOGISTICS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Going Concern

Having reviewed the company’s financial forecasts and expected future cash flows, the directors have a reasonable expectation that the company has adequate resources available to continue in operational existence for the foreseeable future, a period of not less than 12 months from the date of approval of these financial statements.

Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements for the year ended 31 December 20 2 4. Further details regarding adoption of the going concern basis can be found in note 1.2 to the financial statements.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Michele Nascetti
Director
9 May 2025
TEXTILE LOGISTICS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TEXTILE LOGISTICS LIMITED
- 5 -
Opinion

We have audited the financial statements of Textile Logistics Limited (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 company's affairs as at 31 December 2024 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The 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' r eport 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.

TEXTILE LOGISTICS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TEXTILE LOGISTICS LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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.

Our audit procedures were primarily directed towards testing the accounting systems in operation upon which we have based our assessment of the financial statements for the year ended 31 December 2024.

We planned our audit so that we have a reasonable expectation of detecting material misstatements in the financial statements resulting from irregularities, fraud or non-compliance with law or regulations.

The extent to which the audit was considered capable of detecting irregularities including fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

- The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

- Enquiring of management of whether they are aware of any non-compliance with laws and regulations.

- Enquiring of management whether they have knowledge of any actual, suspected or alleged fraud.

- Enquiring of management their internal controls established to mitigate risk related to fraud or non-compliance with laws and regulations.

- Discussions amongst the engagement team on how and where fraud might occur in the financial statements and any potential indicators of fraud. As part of this discussion, we identified potential for fraud in the following areas; posting of unusual journals.

- Obtaining understanding of the legal and regulatory framework the company operates in focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations. The key laws and regulations we considered in this context included the UK Companies Act 2006, applicable tax legislation, data protection, DVLA regulation, anti-bribery, employment, and health and safety laws.

TEXTILE LOGISTICS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TEXTILE LOGISTICS LIMITED (CONTINUED)
- 7 -

Audit response to risks identified

Fraud due to management override

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

- Performed analytical procedures to identify any unusual or unexpected relationships.

- Auditing the risk of management override of controls, including through testing journal entries for appropriateness.

- Assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias.

- Investigated the rationale behind significant or unusual transactions.

Irregularities and non-compliance with laws and regulations

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

- Agreeing financial statements disclosures to underlying supporting documentation.

- Reviewing minutes of meetings of those charged with governance.

- E nquiring of management as to actual and potential litigation claims.

- Reviewing correspondence with HMRC.

- Enquiring of management in relation to compliance with DVLA regulation.

The test nature and other inherent limitations of an audit, together with the inherent limitations of any accounting and internal control system, mean that there is an unavoidable risk that even some material misstatements in respect of irregularities may remain undiscovered even though the audit is properly planned and performed in accordance with ISAs (UK). Furthermore, the more removed that laws and regulations are from financial transactions, the less likely that we would become aware of non-compliance.

Our examination should therefore not be relied upon to disclose all such material misstatements or frauds, errors or instances of non-compliance that might exist. The responsibility for safeguarding the assets of the company and for the prevention and detection of fraud, error and non-compliance with law or regulations rests with the directors of Textile Logistics Limited.

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.

Hiten Patel FCCA (Senior Statutory Auditor)
For and on behalf of Gerald Edelman LLP, Statutory Auditor
Chartered Accountants
73 Cornhill
London
EC3V 3QQ
9 May 2025
TEXTILE LOGISTICS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
14,312,704
11,901,647
Cost of sales
(8,092,615)
(7,443,797)
Gross profit
6,220,089
4,457,850
Administrative expenses
(4,654,676)
(3,546,039)
Other operating income
336,699
288,343
Operating profit
4
1,902,112
1,200,154
Interest receivable and similar income
7
61,065
18,420
Profit before taxation
1,963,177
1,218,574
Tax on profit
10
(307,045)
(295,130)
Profit for the financial year
1,656,132
923,444

The profit and loss account has been prepared on the basis that all operations are continuing operations.

TEXTILE LOGISTICS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
£
£
Profit for the year
1,656,132
923,444
Other comprehensive income
-
-
Total comprehensive income for the year
1,656,132
923,444
TEXTILE LOGISTICS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
810,731
1,000,409
Current assets
Debtors
12
2,840,441
2,720,813
Cash at bank and in hand
2,333,380
1,286,763
5,173,821
4,007,576
Creditors: amounts falling due within one year
13
(2,012,257)
(1,907,787)
Net current assets
3,161,564
2,099,789
Total assets less current liabilities
3,972,295
3,100,198
Provisions for liabilities
Deferred tax liability
14
166,067
250,102
(166,067)
(250,102)
Net assets
3,806,228
2,850,096
Capital and reserves
Called up share capital
16
350,000
350,000
Profit and loss reserves
3,456,228
2,500,096
Total equity
3,806,228
2,850,096

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 9 May 2025 and are signed on its behalf by:
Michele Nascetti
Director
Company registration number 08335505 (England and Wales)
TEXTILE LOGISTICS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
350,000
1,576,652
1,926,652
Year ended 31 December 2023:
Profit and total comprehensive income
-
923,444
923,444
Balance at 31 December 2023
350,000
2,500,096
2,850,096
Year ended 31 December 2024:
Profit and total comprehensive income
-
1,656,132
1,656,132
Dividends
9
-
(700,000)
(700,000)
Balance at 31 December 2024
350,000
3,456,228
3,806,228
TEXTILE LOGISTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information

Textile Logistics Limited is a private company limited by shares incorporated in England and Wales. The registered office is Thurrock Parkway, Thurrock Park Industrial Estate, Tilbury, Essex, RM18 7HY.

1.1
Accounting convention

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

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts 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.

This 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. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- 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 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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

The financial statements of the company are consolidated in the financial statements of Arcese UK Limited. These consolidated financial statements are available from its registered office, Thurock Parkway, Thurock Park Industrial Estate, Tilbury, Essex, RM18 7HY.

1.2
Going concern

The financial statements have been prepared on the going concern basis, which the directors believe to be appropriate for the following reasons.true

The company made a profit before tax of £1,963,177 (2023: £1,218,574) during the year and have net assets of £3,806,228 (2023: £2,850,096) at the year end.

Having reviewed the company’s financial forecasts and expected future cash flows, and considering the current financial performance and financial headroom of the company, the directors have a reasonable expectation that the company has adequate resources available to continue in operational existence for the foreseeable future, a period of not less than 12 months from the date of approval of these financial statements.

Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements for the year ended 31 December 20 2 4.

TEXTILE LOGISTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

The entity provides transport logistic services to customers. Turnover is recognised when the risks and rewards of the inventory is passed to the customer which is at the point of delivery, where the goods are accepted by the customer.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs and borrowing costs capitalised.

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:

Plant and equipment
25% on cost

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 credited or charged to profit or loss.

Repairs, maintenance and minor inspection costs are expensed as incurred.

1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

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.

TEXTILE LOGISTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.6
Cash and cash equivalents

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

1.7
Financial instruments

The company 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 company's balance sheet when the company 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 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.

Impairment of financial assets

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

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

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

Derecognition of financial assets

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

Classification of financial liabilities

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

TEXTILE LOGISTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts 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. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.8
Equity instruments

Equity instruments issued by the company 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 company.

1.9
Taxation

Taxation expense for the period comprises current and deferred tax recognised in the reporting period. Tax is recognised in the statement of income and retained earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case tax is also recognised in other comprehensive income or directly in equity respectively.

Current tax

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

Deferred tax

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

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

TEXTILE LOGISTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.10
Employee benefits

Short-term benefits, and other similar non-monetary benefits are recognised as an expense in the period in which the service is received.

1.11
Retirement benefits

The company is a member of a group defined contribution pension scheme of which all full time employees, subject to pension fund rules, are eligible to become members. Company contributions are charged against profit as incurred.

1.12
Leases

A t inception the company assesses agreements that transfer the right to use assets. The assessment considers whether the arrangement is, or contains, a lease based on the substance of the arrangement.

Finance leased assets

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Operating leased assets

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which eco n omic benefits from the lease s asset are consumed.

1.13
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

TEXTILE LOGISTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Bad debts provision

The company makes an estimate of the recoverable amount of trade and other debtors. When assessing the provision for bad debts of trade and other receivables, management considers factors including the credit rating of the receivable, the age profile of receivables, estimates of credits required for returns and year end discounts and historical experience.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Transport, freight forwarding and logistics
14,312,704
11,901,647
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
12,228,739
10,209,326
Europe
2,035,155
1,692,321
Rest of the world
48,810
-
14,312,704
11,901,647
2024
2023
£
£
Other revenue
Interest income
61,065
18,420
Insurance claim received
336,699
-
TEXTILE LOGISTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
4
Operating profit
2024
2023
Operating profit for the year is stated after charging:
£
£
Exchange losses
843
291
Depreciation of owned tangible fixed assets
340,502
246,501
(Profit)/loss on disposal of tangible fixed assets
-
7,404
Operating lease charges
1,744,128
1,221,203
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
22,500
20,500
For other services
Taxation compliance services
1,000
1,000
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
60,000
163,385
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
61,065
18,420
8
Employees
2024
2023
Number
Number
Office and management
8
84
Warehouse staff
88
-
96
84
TEXTILE LOGISTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Employees
(Continued)
- 19 -

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
3,022,700
2,465,479
Social security costs
226,662
164,189
Pension costs
23,501
44,888
3,272,863
2,674,556
9
Dividends
2024
2023
£
£
Interim paid
700,000
-
0
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
391,080
155,251
Deferred tax
Origination and reversal of timing differences
(84,035)
139,879
Total tax charge
307,045
295,130
TEXTILE LOGISTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 20 -

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:

2024
2023
£
£
Profit before taxation
1,963,177
1,218,574
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
490,794
286,365
Tax effect of expenses that are not deductible in determining taxable profit
2,164
4,938
Group relief
(148,199)
-
0
Permanent capital allowances in excess of depreciation
(38,805)
(188,825)
Depreciation on assets not qualifying for tax allowances
85,126
57,928
Under/(over) provided in prior years
-
0
(5,155)
Deferred tax movement
(84,035)
139,879
Taxation charge for the year
307,045
295,130
11
Tangible fixed assets
Plant and equipment
£
Cost
At 1 January 2024
1,827,697
Additions
150,824
At 31 December 2024
1,978,521
Depreciation and impairment
At 1 January 2024
827,288
Depreciation charged in the year
340,502
At 31 December 2024
1,167,790
Carrying amount
At 31 December 2024
810,731
At 31 December 2023
1,000,409
TEXTILE LOGISTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
12
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
2,524,093
2,522,676
Corporation tax recoverable
-
0
31,749
Amounts owed by group undertakings
250,213
108,628
Other debtors
500
-
0
Prepayments and accrued income
65,635
57,760
2,840,441
2,720,813
13
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
656,855
570,156
Amounts owed to group undertakings
896,744
1,039,489
Corporation tax
146,831
-
0
Other taxation and social security
248,565
208,082
Other creditors
17,064
8,355
Accruals and deferred income
46,198
81,705
2,012,257
1,907,787
14
Deferred taxation

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

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
166,067
250,102
2024
Movements in the year:
£
Liability at 1 January 2024
250,102
Credit to profit or loss
(84,035)
Liability at 31 December 2024
166,067

The deferred tax liability set out above is expected to reverse over useful economic life of the fixed assets and relates to accelerated capital allowances that are expected to mature within the same period.

TEXTILE LOGISTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
15
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
23,501
44,888

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

16
Share capital
2024
2023
Ordinary share capital
£
£
Issued and fully paid
Ordinary shares of £1 each
350,000
350,000
17
Operating lease commitments
Lessee

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

2024
2023
£
£
Within one year
1,744,128
1,744,128
Between two and five years
2,609,024
4,353,151
4,353,152
6,097,279
18
Related party transactions

The company has taken advantage of the exemption under FRS 102 Related Party Disclosures, not to disclose related party transactions with wholly owned subsidiaries within the group.

19
Ultimate controlling party

The company is a wholly owned subsidiary of Arcese UK Limited, a company incorporated in the UK. The ultimate parent company is Arcese Holdings S.a.p.a., which is incorporated in Italy. The ultimate controlling party is Mr M Arcese.

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