ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Registered number: 14529352

FSM INTERNATIONAL HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FSM INTERNATIONAL HOLDINGS LIMITED

COMPANY INFORMATION

Directors	A Soutchkov
	A Stienen


Registered number	14529352


Registered office	Leytonstone House
	3 Hanbury Drive
	Leytonstone
	London
	E11 1GA


Independent auditors	Barnes Roffe Advisory Limited
	Chartered Accountants Statutory Auditor
	Leytonstone House
	3 Hanbury Drive
	London
	E11 1GA

FSM INTERNATIONAL HOLDINGS LIMITED

CONTENTS

	Page
Group strategic report	1
Directors' report	2 - 3
Independent auditors' report	4 - 8
Consolidated statement of comprehensive income	9
Consolidated balance sheet	10
Company balance sheet	11
Consolidated statement of changes in equity	12
Company statement of changes in equity	13
Consolidated statement of cash flows	14
Consolidated analysis of net debt	15
Notes to the financial statements	16 - 35

FSM INTERNATIONAL HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors present their strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the group during the year was freight forwarding.

Business review

The group profits decreased for the year at €591k (2023 - €1,483k). The balance sheet remained strong with an increase in group net assets to €8.6m from €8.2m from the previous year.
Freight rates remain volatile and reduced compared to the previous period. The industry is very competitive resulting in pressures on price.

The group continues to monitor exchanges rates in line with the principle risk section below as this directly effects the results.

Principal risks and uncertainties

The groups operations expose it to a variety of risks that include the effect of changes in customer credit risk and exchange rates. The group has operations in Azerbaijan, Georgia, Kazakhstan and Russia and is therefore exposed to potential geopolitical risks. The group continue as a company to comply with all rules, regulations, and sanctions in all countries it operates in, following closely UK government legislation.

Credit Risk

The group has policies that require appropriate credit checks on selected potential customers before services are provided.

Foreign Exchange Risk

The group is exposed to foreign exchange risk as certain transactions with group undertakings are involved in currencies other than the Euro.

Financial key performance indicators

The results of the group and company are significantly driven by turnover. Gross Profit is additionally affected by the level of cost of sales which are subject to close scrutiny and control. These aspects and indicators of the group’s performance are identifiable in the accounts which reflect a decrease in the gross margin from 13.9% to 12.2%.

Other key performance indicators

The company and groups success depends on a strong customer base. The Directors actively monitor the quality of the company’s customers.

This report was approved by the board on 8 September 2025 and signed on its behalf.

A Stienen

Director

Page 1

FSM INTERNATIONAL HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

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

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

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

Results and dividends

The profit for the year, after taxation, amounted to €590,911 (2023 - €1,482,778).

The directors do not recommend a dividend (2023 - €Nil).

Directors

The directors who served during the year were:

A Soutchkov

A Stienen

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 2

FSM INTERNATIONAL HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Auditors

After the year end Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and its successor Barnes Roffe Audit Limited was appointed by the directors under s485 Companies Act 2006.

This report was approved by the board on 8 September 2025 and signed on its behalf.

A Stienen

Director

Page 3

FSM INTERNATIONAL HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FSM INTERNATIONAL HOLDINGS LIMITED

Opinion

We have audited the financial statements of FSM International Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's profit for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Page 4

FSM INTERNATIONAL HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FSM INTERNATIONAL HOLDINGS LIMITED (CONTINUED)

Other information

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

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.

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

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

∙the parent Company financial statements are not in agreement with the accounting records and returns; or

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

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

Page 5

FSM INTERNATIONAL HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FSM INTERNATIONAL HOLDINGS LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying and assessing potential risks related to irregularities
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
In identifying and assessing risks of material misstatement in respect of irregularities we considered the following:

∙Obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the group and parent company operates in and how the group and parent company are complying with the legal and regulatory frameworks;

∙Enquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

∙Discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

All relevant laws and regulations identified at a Group level and areas susceptible to fraud that could have a material effect on the financial statements were communicated to component auditors. Any instances of noncompliance with laws and regulations identified and communicated by a component auditor were considered in our audit approach.

The most significant laws and regulations were determined as follows:

∙UK GAAP FRS 102 and Companies Act; and

∙Tax compliance regulations.

Page 6

FSM INTERNATIONAL HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FSM INTERNATIONAL HOLDINGS LIMITED (CONTINUED)

Additional audit procedures performed by the audit engagement team included:

∙Review of the financial statement disclosures and testing to supporting documentation;

∙Completion of disclosure checklists to identify areas of non-compliance; and

∙Review of component auditors’ work;

The areas that we identified as being susceptible to material misstatement due to fraud were:

∙Revenue Recognition;

∙Management Override;

∙Going concern given the conflict in Ukraine; and

∙Balances between group entities.

Audit procedures in response to the identified areas above:

∙Obtaining an understanding of the processes and controls around revenue recognition;

∙Detailed review of all intercompany balances and reviewing the schedules of component auditors;

∙Substantively testing revenue via various testing including transactional, cut off and sequencing;

∙Detailed discussions with management and review of post year end management information;

∙Detailed monitoring of the events in Ukraine and communication with management thereon;

∙Evaluation of the appropriateness of the accounting policies;

∙Testing the appropriateness of journal entries and other adjustments;

∙Assessing whether the judgements made in making accounting estimates are indicative of a potential bias;

∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business; and

∙Inspection of all recent reports and certification from the relevant bodies.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.

Page 7

FSM INTERNATIONAL HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FSM INTERNATIONAL HOLDINGS LIMITED (CONTINUED)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Stuart Moon (Senior statutory auditor)

for and on behalf of

Barnes Roffe Advisory Limited

Chartered Accountants

Statutory Auditor

Leytonstone House

3 Hanbury Drive

London

E11 1GA

Date: 16 September 2025

Page 8

FSM INTERNATIONAL HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	€	€


Turnover	4	37,558,708	39,150,990
Cost of sales		(33,803,397)	(33,721,992)
Gross profit		3,755,311	5,428,998
Administrative expenses		(3,290,052)	(3,593,375)
Fair value movements	15	(396,129)	-
Operating profit	5	69,130	1,835,623
Interest receivable and similar income	9	867,681	50,214
Interest payable and similar expenses	10	(6,028)	(856)
Profit before taxation		930,783	1,884,981
Tax on profit	11	(339,872)	(402,203)
Profit for the financial year		590,911	1,482,778


Currency translation differences	(196,655)	(616,146)
Total comprehensive income for the year	394,256	866,632

Profit for the year attributable to:
Owners of the parent Company	590,911	1,482,778
	590,911	1,482,778

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

The notes on pages 16 to 35 form part of these financial statements.

Page 9

FSM INTERNATIONAL HOLDINGS LIMITED

REGISTERED NUMBER: 14529352

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		€		€

Fixed assets
Intangible assets	12		4,588		5,827
Tangible assets	13		61,783		73,638
Investment property	15		1,206,250		1,526,452
			1,272,621		1,605,917
Current assets
Debtors: amounts falling due after more than one year	16	518,688		-
Debtors: amounts falling due within one year	16	8,605,898		8,356,054
Cash at bank and in hand	17	2,103,997		2,704,318
		11,228,583		11,060,372
Creditors: amounts falling due within one year	18	(3,821,180)		(4,444,628)
Net current assets			7,407,403		6,615,744
Total assets less current liabilities			8,680,024		8,221,661
Provisions for liabilities
Deferred taxation	19		(119,038)		(54,931)
Net assets			8,560,986		8,166,730

Capital and reserves
Called up share capital	20	11,980	11,980
Revaluation reserve	21	1,565	1,565
Profit and loss account	21	8,547,441	8,153,185
		8,560,986	8,166,730

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 8 September 2025.

A Stienen

Director

The notes on pages 16 to 35 form part of these financial statements.

Page 10

FSM INTERNATIONAL HOLDINGS LIMITED

REGISTERED NUMBER: 14529352

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		€		€

Fixed assets
Investments	14	1,492,828	1,492,828
Current assets
Debtors: amounts falling due within one year	16	1,732,500	1,732,500


Net assets		3,225,328	3,225,328

Capital and reserves
Called up share capital	20		11,980		11,980
Profit and loss account brought forward		3,213,348		-
Profit for the year		-		3,213,348
Profit and loss account carried forward			3,213,348		3,213,348
			3,225,328		3,225,328

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 8 September 2025.

A Stienen

Director

The notes on pages 16 to 35 form part of these financial statements.

Page 11

FSM INTERNATIONAL HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Revaluation reserve	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	€	€	€	€	€
At 1 January 2023	11,980	1,565	7,286,553	7,300,098	7,300,098
Comprehensive income for the year
Profit for the year	-	-	1,482,778	1,482,778	1,482,778
Currency translation differences	-	-	(616,146)	(616,146)	(616,146)

At 1 January 2024	11,980	1,565	8,153,185	8,166,730	8,166,730
Comprehensive income for the year
Profit for the year	-	-	590,911	590,911	590,911
Currency translation differences	-	-	(196,655)	(196,655)	(196,655)
At 31 December 2024	11,980	1,565	8,547,441	8,560,986	8,560,986

The notes on pages 16 to 35 form part of these financial statements.

Page 12

FSM INTERNATIONAL HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	€	€	€

Profit for the year	-	3,213,348	3,213,348
Contributions by and distributions to owners
Shares issued during the year	11,980	-	11,980

At 1 January 2024	11,980	3,213,348	3,225,328
At 31 December 2024	11,980	3,213,348	3,225,328

The notes on pages 16 to 35 form part of these financial statements.

Page 13

FSM INTERNATIONAL HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			€	€

Cash flows from operating activities
Profit for the financial year	590,911	1,482,778
Adjustments for:
Amortisation of intangible assets	1,239	2,775
Depreciation of tangible assets	45,510	34,461
Interest paid	6,028	856
Interest received	(54,996)	(50,214)
Taxation charge	339,872	402,203
(Increase) in debtors	(715,756)	(2,162,806)
(Decrease)/increase in creditors	(596,425)	691,370
Net fair value losses recognised in P&L	396,129	-
Corporation tax (paid)	(419,671)	(368,597)
Foreign exchange	(203,407)	(597,704)
Net cash generated from operating activities	(610,566)	(564,878)

Cash flows from investing activities
Purchase of intangible fixed assets	-	(1,142)
Purchase of tangible fixed assets	(38,664)	(30,495)
Sale of tangible fixed assets	(59)	1,526,579
Purchase of investment properties	-	(1,540,133)
Interest received	54,996	50,214
Net cash from investing activities	16,273	5,023
Cash flows from financing activities
Interest paid	(6,028)	(856)
Net cash used in financing activities	(6,028)	(856)
Net (decrease) in cash and cash equivalents	(600,321)	(560,711)
Cash and cash equivalents at beginning of year	2,704,318	3,265,029
Cash and cash equivalents at the end of year	2,103,997	2,704,318

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	2,103,997	2,704,318

The notes on pages 16 to 35 form part of these financial statements.

Page 14

FSM INTERNATIONAL HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	At 31 December 2024
€	€	€

Cash at bank and in hand	2,704,318	(600,321)	2,103,997
	2,704,318	(600,321)	2,103,997

The notes on pages 16 to 35 form part of these financial statements.

Page 15

FSM INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

FSM International Holdings Limited ("the Company") is a holding company. The Company is a private company limited by shares and incorporated in England and Wales. The address of its registered office is Leytonstone House, Leytonstone, London, E11 1GA.
The principal activity of the group during the year was freight forwarding.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the merger method. In the Balance sheet, the identifiable assets, liabilities and contingent liabilities are initially recognised at their book values. The results and cash flows of the combining entities are brought into the financial statements from the start of financial year with comparatives restated to combine the results of the combining entities for the previous year.

2.3

Going concern

The directors have a reasonable expectation that the Company and group has adequate resources, including cash reserves and no debt, to continue in operational existence for the foreseeable future. They continue to adopt the going concern basis in preparing the financial statements.

Page 16

FSM INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Group's functional and presentational currency is Euros.

Transactions and balances

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

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

On consolidation, the results of overseas operations are translated into Euros 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.

2.5

Revenue

Revenue is recognised when agreed freight forwarding services are considered to have been delivered. The timing of recognition depends on the type of freight forwarding service provided but is usually at the point that control of the freight has been passed to the customer.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

Page 17

FSM INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 18

FSM INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 19

FSM INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following annual basis:

				Motor vehicles	-	20%	Straight line
				Fixtures and fittings	-	20%	Straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.13

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

Page 20

FSM INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.14

Investment property

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment.

2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.18

Creditors

Short-term creditors are measured at the transaction price.

2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 21

FSM INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.20

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

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

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

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

Page 22

FSM INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.20

Financial instruments (continued)

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

Page 23

FSM INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Group's accounting policies, which are described in note 2, the directors are required to make judgements, estimated and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from those 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
There are no judgements or areas of estimations uncertainty applied in these financial statements.

Turnover

The whole of the turnover is attributable to that of freight forwarding.
Further analysis of turnover has been omitted on the basis that the directors feel it would be seriously prejudicial to the interests of the group.

Depreciation	45,510	49,172
Amortisation	1,239	2,775
Exchange differences	(170,422)	316,049
Other operating lease rentals	106,557	129,638
Defined contribution pension costs	38,470	36,579

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

15,000

Page 24

FSM INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2024	2023
		€	€


Wages and salaries	2,130,174	2,175,544
Social security costs	373,063	350,913
Cost of defined contribution scheme	38,470	36,579
	2,541,707	2,563,036

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Management	17	17	2	2
Production	56	54	-	-
Administrative	30	25	-	-

	103	96	2	2

8.	Directors' remuneration
		2024	2023
		€	€

Directors' emoluments	374,499	544,345
Group contributions to defined contribution pension schemes	4,242	4,168
	378,741	548,513

	During the year retirement benefits were accruing to 1 director (2023 - 1) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of €295,406 (2023 - €427,584).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to €4,242 (2023 - €4,168).

Page 25

FSM INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Interest receivable and similar income
		2024	2023
		€	€

Other interest receivable

867,681

50,214

10.	Interest payable and similar expenses
		2024	2023
		€	€

Bank interest payable

6,028

856

Corporation tax
Current tax on profits for the year	248,413	239,712
Foreign tax
Foreign tax on income for the year	12,116	170,098
Total current tax	260,529	409,810

Deferred tax
Origination and reversal of timing differences	79,343	(7,607)
Total deferred tax	79,343	(7,607)


	Tax on profit	339,872	402,203

Page 26

FSM INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Taxation (continued)

Profit on ordinary activities before tax

1,052,953

1,884,981

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)	232,696	443,348
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	112,549	13,908
Capital allowances for year in excess of depreciation	1,157	714
Non taxable income	-	(42)
Overseas tax & other differences	(6,530)	(55,725)
Total tax charge for the year	339,872	402,203

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 27

FSM INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Intangible assets
	Group

		Trademarks
		€
	Cost
	At 1 January 2024	18,008
	At 31 December 2024	18,008
	Amortisation
	At 1 January 2024	12,181
	Charge for the year on owned assets	1,239
	At 31 December 2024	13,420
	Net book value
	At 31 December 2024	4,588
	At 31 December 2023	5,827

Page 28

FSM INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Tangible fixed assets
	Group

	Motor vehicles	Fixtures and fittings	Total
	€	€	€
Cost or valuation
At 1 January 2024	198,502	140,856	339,358
Additions	-	38,664	38,664
Disposals	-	(13,230)	(13,230)
Exchange adjustments	(20,449)	(10,509)	(30,958)
At 31 December 2024	178,053	155,781	333,834
Depreciation
At 1 January 2024	160,896	104,824	265,720
Charge for the year on owned assets	13,737	31,773	45,510
Disposals	-	(13,289)	(13,289)
Exchange adjustments	(18,258)	(7,632)	(25,890)
At 31 December 2024	156,375	115,676	272,051
Net book value
At 31 December 2024	21,678	40,105	61,783
At 31 December 2023	37,606	36,032	73,638

Page 29

FSM INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Fixed asset investments

	Company

		Investments in subsidiary companies
		€
	Cost or valuation
	At 1 January 2024	1,492,828
	At 31 December 2024	1,492,828

Direct subsidiary undertakings
The following were direct subsidiary undertakings of the Company:
Name	Class of shares	Holding

	F.S. Mackenzie International Limited	Ordinary	100%
	FSM Logistics Ltd	Ordinary	100%

The direct subsidiaries are incorporated in the United Kingdom.

Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the Company:
Name	Class of shares	Holding

F.S. Mackenzie Russia OOO	Ordinary	100%
F.S. Mackenzie Georgia LLC	Ordinary	100%
F.S. Mackenzie Azerbaijan	Ordinary	100%
F.S. Mackenzie LLP	Sole participant	100%

The indirect subsidiaries are incorporated in Russia, Georgia, Azerbaijan and Kazakhstan respectively.

Page 30

FSM INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Investment property
	Group

		Freehold investment property
		€
	Valuation
	At 1 January 2024	1,526,452
	Fair value movements	(396,129)
	Foreign exchange movement	75,927
	At 31 December 2024	1,206,250

The 2024 valuations were made by the directors, on an open market value for existing use basis.

16.	Debtors
		Group	Group	Company	Company
		2024	2023	2024	2023
		€	€	€	€

Due after more than one year
Other debtors	518,688	-	-	-

Group	Group	Company	Company
2024	2023	2024	2023
€	€	€	€

Due within one year
Trade debtors	3,210,365	2,944,892	-	-
Amounts owed by group companies	-	-	1,732,500	1,732,500
Other debtors	4,579,172	4,738,788	-	-
Prepayments and accrued income	816,361	672,374	-	-
	8,605,898	8,356,054	1,732,500	1,732,500

Page 31

FSM INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Cash and cash equivalents
		Group	Group
		2024	2023
		€	€

	Cash at bank and in hand	2,103,997	2,704,318

18.	Creditors: Amounts falling due within one year
		Group	Group
		2024	2023
		€	€

Trade creditors	2,299,511	2,138,788
Corporation tax	221,252	248,275
Other taxation and social security	26,892	69,168
Other creditors	787,074	1,323,225
Accruals and deferred income	486,451	665,172
	3,821,180	4,444,628

Bank overdrafts of €Nil (2023 - €Nil) are secured via a fixed and floating charge over the assets held by the group. A personal guarantee has also been provided by a director (see note 24).

19.	Deferred taxation
	Group

		2024
		€

	At beginning of year	(54,931)
	Charged to profit or loss	(79,343)
	Foreign exchange movements	15,236
	At end of year	(119,038)

Page 32

FSM INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

19.Deferred taxation (continued)

Company

		2024

	At beginning of year	-
	At end of year	-

The provision for deferred taxation is made up as follows:
	Group	Group
	2024	2023
	€	€

Accelerated capital allowances

119,038

54,931

20.	Share capital
		2024	2023
		€	€

Allotted, called up and fully paid

5,000 (2023 - 5,000) Ordinary "A" shares of €1.198 each	5,990	5,990
5,000 (2023 - 5,000) Ordinary "B" shares of €1.198 each	5,990	5,990

	11,980	11,980

During the prior period the Company allotted 4,999 Ordinary A shares of €1.198 each and 4,999 Ordinary B shares of €1.198 each for consideration of the transfer of subsidiary undertakings detailed in Note 14.
All shares rank equally.

21.

Reserves

Revaluation reserve

The revaluation reserve represents the net gains and losses as a result of the revaluation of fixed assets.

Profit and loss account

The profit and loss account represents the cumulative distributable profits and losses net of dividends and foreign exchange differences.

Page 33

FSM INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to €38,470 (2023 - €36,579). Contributions totalling €Nil (2023 - €Nil) were payable to the fund at the balance sheet date and are included in creditors.

23.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2024	2023	2024	2023
		€	€	€	€

Land and buildings
Not later than 1 year	66,631	351,799	-	-
Later than 1 year and not later than 5 years	116,769	239,368	-	-
	183,400	591,167	-	-

Group	Group	Company	Company
2024	2023	2024	2023
€	€	€	€

Other
Not later than 1 year	825	789	-	-
Later than 1 year and not later than 5 years	155	936	-	-
	980	1,725	-	-

Page 34

FSM INTERNATIONAL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

24.	Related party transactions
	The Company has taken advantage of the exemption in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group. The directors are considered to be key management personnel. Total remuneration received by the directors is shown in note 8. During the year the Group entered transactions and had balances outstanding included in debtors and creditors with entities under common control. The transactions and balances with these parties are as follows:

		2024	2023
		€	€

Sales	1,539,008	1,390,285
Purchases	2,580,825	1,546,858
Balance owed to	533,629	-
Balance owed from	221,903	468,322

The amounts owed to related parties are unsecured, interest free and due for repayment within one year.
During the year the Group entered into an unsecured loan arrangement with a entity under common control of €3,159,785 (2023 - €1,729,785). The movements during the year was that of an additional loan and interest received. The full balance is outstanding and is included in other debtors.
A director has provided a guarantee of €250,000 in respect of the company's bank overdraft facilities.

Page 35