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Registered number: 01414774
Rock-it Cargo Limited
Annual report and financial statements
for the year ended 31 December 2024
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Rock-it Cargo Limited
Company Information
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168 Shoreditch High Street
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Statutory Auditor & Chartered Accountants
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168 Shoreditch High Street
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Rock-it Cargo Limited
Contents
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Independent auditors' report
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Statement of comprehensive income
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Statement of changes in equity
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Notes to the financial statements
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Rock-it Cargo Limited
Strategic report
for the year ended 31 December 2024
The directors have pleasure in presenting their strategic report for the year ended 31 December 2024.
The directors aim to present a balanced and comprehensive review of the development and performance of the company's business during the year and its position at the year end. The review is consistent with the size and nature of the business and is written in the context of the risks and uncertainties that the company faces.
The business continues to gain momentum and build upon its already strong reputation, among white glove logistics providers.
Since January 2024 we have increased our staffing levels to order to keep pace with the business needs brought about by organic growth and now employ 59 staff. Along with this investment in human capital, the company will move into a more advanced, larger facility in early 2025, furthering the companies’ ability to service customer needs and absorb more workload.
Financial key performance indicators
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The company's financial instruments which principally comprise cash, trade debtors, trade creditors and accruals arise directly from the company's operations. The main objectives in holding such financial instruments are:
a)to finance the company's operations; and
b)to earn a financial return on working capital surplus to operational requirements while managing the risks referred to below.
Interest rate risk
Funds which are not required to meet the immediate needs of the company are placed with a main clearing bank and are held in interest bearing accounts. The company is not financially dependent on these resources and the risk of interest rate fluctuations is not considered to be significant to the business.
Credit risk
The company monitors credit risk closely and considers that its current policies of credit checks meets its objectives of managing exposure to credit risk.
Liquidity risk
The liquid resources of the company are invested having regard to the timing of payments to be made in the ordinary course of the activities of the company.
Currency risk
The company operates in a global market and manages its currency exposure by invoicing the customer, wherever possible, in the currency of the main supplier and managing debtors receipts in currency accounts. The company does not take out any forward contracts or undertake any other form of hedging.
Financial key performance indicators
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Key performance indicators are considered to be:
Along with the above debtor recoveries, creditor payments and cash flow are also heavily monitored.
Page 1
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Rock-it Cargo Limited
Strategic report (continued)
for the year ended 31 December 2024
Directors' statement of compliance with duty to promote the success of the company
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This statement is intended by the Board of Directors to set out how they have approached and met their responsibilities under s172(1)(a) to (f) of the Companies Act 2006 in the financial year ending 31 December 2024.
Stakeholders of the company include employees, shareholders, customers, suppliers, creditors of the business and the community in which it operates.
The directors’, both individually and collectively, consider that they have acted in good faith to promote the success of the company for the benefit of its stakeholders as a whole (having regard to the matters set out in s172 of the Act) in the decisions taken during the period. In particular:
To ensure the Board take account of the likely consequences of their decisions in the long term, they receive regular and timely information on all the key areas of the business including financial performance, operational matters, health & safety, environmental reports, risks and opportunities - all supported by KPIs. Performance and progress is also reviewed regularly at Board and senior management meetings.
Employees are fundamental to the success of the business. The directors understand that it is critical to engage with and understand their views and to ensure that all employees’ interests are considered. In a post COVID world, the directors recognise more than ever the importance of maintaining productive relationships with our employees and to foster a safe, collaborative open environment whereby all employees feel able to raise any concerns or suggestions with senior management without hesitation.
Customers and suppliers are also fundamental to the success of the business and as a leading freight forwarder, primarily in the entertainment industry, it is crucial that our reputation is synonymous with high quality service and high standards of business conduct. The importance of establishing, maintaining, and developing relations with our customers and suppliers remains a process of continuous improvement.
The directors take environmental matters into consideration as part of their decision-making process and aim to be a responsible member of the local and wider community, minimising the group’s impact on the environment wherever possible.
The directors’ intentions are to behave responsibly toward all stakeholders and treat them fairly and equally, so that they all benefit from the long-term success of the group.
The directors’ have overall responsibility for determining the company’s purpose, values and strategy and for ensuring high standards of governance. The primary aim of the directors’ is to promote the long-term sustainable success of the company, generating value for stakeholders and contributing to the wider society. Throughout 2025, the Board will continue to review and challenge how the company can improve engagement with its employees and other stakeholders through its policy of continuous improvement.
This report was approved by the board and signed on its behalf.
Page 2
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Rock-it Cargo 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
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The directors are responsible for preparing the strategic report, the directors' 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 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 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 for the company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The principal activity of the company during the year that was that of providing forwarding, shipping and clearing agency services mainly in the music and entertainment sector.
The profit for the year, after taxation, amounted to £3,775,745 (2023 - £4,758,529).
The company paid interim dividends of £4,380,883 (2023 - £7,937,630). No final dividend has been proposed.
The directors who served during the year were:
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A Cowdry (resigned 24 May 2024)
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D Stone (appointed 24 May 2024, resigned 27 February 2025)
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The company will continue its performance within the forwarding agency services market and seek opportunities to grow its market share and customer base and to expand its operations into these and associated markets.
Page 3
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Rock-it Cargo Limited
Directors' report (continued)
for the year ended 31 December 2024
Matters covered in the Strategic report
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Principal risks and uncertainties have been disclosed within the strategic report.
Disclosure of information to auditors
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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'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's auditors are aware of that information.
Post balance sheet events
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There have been no significant events affecting the company since the year end, other than the Global Critical Logistics Limited group being acquired by Providence Equity Partners on the 31 July 2025.
The auditors, Kreston Reeves LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 23 September 2025 and signed on its behalf.
Page 4
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Rock-it Cargo Limited
Independent auditors' report to the members of Rock-it Cargo Limited
We have audited the financial statements of Rock-it Cargo Limited (the 'company') for the year ended 31 December 2024, which comprise the statement of comprehensive income, the balance sheet, the 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 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.
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 company 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
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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.
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.
Page 5
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Rock-it Cargo Limited
Independent auditors' report to the members of Rock-it Cargo Limited (continued)
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, 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
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As explained more fully in the directors' responsibilities statement set out on page 3, 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.
Auditors' responsibilities for the audit of the financial statements
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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 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:
Page 6
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Rock-it Cargo Limited
Independent auditors' report to the members of Rock-it Cargo Limited (continued)
Based on our understanding of the company and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery and employment law. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal 'risks were related to posting inappropriate journal entries to increase or decrease revenue or expenditure, management bias in accounting estimates and judgemental areas of the financial statements such as freight and other accruals. Audit procedures performed by the engagement team included:
∙Review of significant and unusual transactions and evaluation of the underlying financial rationale supporting the transactions;
∙Identifying and testing journal entries, in particular any manual entries made at the year end for financial statement preparation;
∙Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations (including health and safety) and fraud;
∙Assessment of identified fraud risk factors;
∙Challenging assumptions and judgements made by management in its significant accounting estimates;
∙Checking and reperforming the reconciliation of key control accounts;
∙Performing analytical procedures to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and
∙Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business.
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.
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the company's internal control.
∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Page 7
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Rock-it Cargo Limited
Independent auditors' report to the members of Rock-it Cargo Limited (continued)
∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the company to cease to continue as a going concern.
∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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.
Robert Sellers FCCA (senior statutory auditor)
for and on behalf of
Kreston Reeves LLP
Statutory Auditor
Chartered Accountants
London
24 September 2025
Page 8
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Rock-it Cargo Limited
Statement of comprehensive income
for the year ended 31 December 2024
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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There was no other comprehensive income for 2024 (2023:£NIL).
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The notes on pages 12 to 27 form part of these financial statements.
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Page 9
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Rock-it Cargo Limited
Registered number: 01414774
Balance sheet
as at 31 December 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 27 form part of these financial statements.
Page 10
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Rock-it Cargo Limited
Statement of changes in equity
for the year ended 31 December 2024
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Comprehensive income for the year
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Contributions by and distributions to owners
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Comprehensive income for the year
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Contributions by and distributions to owners
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Share capital
This represents the nominal value of shares that have been issued by the company.
Profit and loss account
This reserve comprises all current and prior period retained profit and losses after deducting any distributions made to the company's shareholders.
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Page 11
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Rock-it Cargo Limited
Notes to the financial statements
for the year ended 31 December 2024
Rock-it Cargo Limited is a limited liability company incorporated in England and Wales, the company's registered number is 01414774. The address for the company's principal place of business is Abbeygate House, Challenge Road, Ashford, Middlesex, TW15 1AX.
The registered office of the company is 2nd Floor, 168 Shoreditch High Street, London, E1 6RA.
The principal activity of the company is that of providing forwarding, shipping and clearing agency services mainly in the music and entertainment sector.
2.Accounting policies
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Basis of preparation of financial statements
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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 management to exercise judgment in applying the company's accounting policies (see note 3).
During the year the group undertook an exercise of aligning the allocation of costs across group entities. This has resulted in the £419,804 of distribution costs in the prior year being reclassified amongst cost of sales and administrative expenses.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Global Critical Logistics Limited as at 31 December 2024 and these financial statements may be obtained from the Registrar of Companies.
Page 12
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Rock-it Cargo Limited
Notes to the financial statements
for the year ended 31 December 2024
2.Accounting policies (continued)
In accordance with UK GAAP, the company annually assesses whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the ability of the company to continue as a going concern and meet its obligations as they become due for one year after the date that the financial statements are issued. This evaluation is based on relevant conditions and events that are known or reasonably knowable at this date. If substantial doubt exists, management must also assess whether there are effective plans in place to alleviate those conditions.
Management has performed this evaluation through to the date of the signing of the accounts and determined that there are no conditions or events, considered in the aggregate, that raise substantial doubt about the company’s ability to continue as a going concern for at least one year after signing.
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Exemption from preparing consolidated financial statements
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The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company 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 company 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.
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.
Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
Page 13
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Rock-it Cargo Limited
Notes to the financial statements
for the year ended 31 December 2024
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided on the following bases:
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- 33% per annum, over the term of the lease
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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 within operating profit in the statement of comprehensive income.
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Operating leases: the company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Page 14
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Rock-it Cargo Limited
Notes to the financial statements
for the year ended 31 December 2024
2.Accounting policies (continued)
The company 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 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 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 company'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.
Page 15
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Rock-it Cargo Limited
Notes to the financial statements
for the year ended 31 December 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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 company 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 company 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 company's contractual obligations expire or are discharged or cancelled.
Page 16
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Rock-it Cargo Limited
Notes to the financial statements
for the year ended 31 December 2024
2.Accounting policies (continued)
Short term creditors are measured at the transaction price. Other financial liabilities, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders.
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Foreign currency translation
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Functional and presentation currency
The company's functional and presentational currency is the pound sterling.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the statement of comprehensive income within operating profit.
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.
Page 17
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Rock-it Cargo Limited
Notes to the financial statements
for the year ended 31 December 2024
2.Accounting policies (continued)
Defined contribution pension plan
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company 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 company in independently administered funds.
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.
Interest income is recognised in profit or loss using the effective interest method.
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Provision for liabilities
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Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the statement of comprehensive income in the year that the company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the balance sheet.
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Current and deferred taxation
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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 operates and generates 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Page 18
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Rock-it Cargo Limited
Notes to the financial statements
for the year ended 31 December 2024
2.Accounting policies (continued)
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Current and deferred taxation (continued)
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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.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires the directors to make judgments, estimates and assumptions that can affect the amounts reported for assets and liabilities, and the results for the year. The nature of estimation is such though that actual outcomes could differ significantly from those estimates.
The following judgments have had the most significant impact on amounts recognised in the financial statements:
Lease commitments
The company has entered into a range of lease commitments in respect of property, plant and equipment. The classification of these leases as either financial or operating leases requires the directors to consider whether the terms and conditions of each lease are such that the company has acquired the risks and rewards associated with the ownership of the underlying assets.
Impairment of investments
The company considers whether investments are impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the recoverable value of the cash generating units (CGUs). This requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates in order to calculate the net present values of those cash flows.
The whole of the turnover is attributable to the one principal activity of the company.
Analysis of turnover by country of destination:
Page 19
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Rock-it Cargo Limited
Notes to the financial statements
for the year ended 31 December 2024
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The operating profit is stated after charging:
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Other operating lease rentals
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During the year, the company obtained the following services from the company's auditors and their associates:
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Fees payable to the company's auditors and their associates for the audit of the company's financial statements
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Fees payable to the company's auditors and their associates in respect of:
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The auditing of accounts of associates of the company
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Taxation compliance services
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All non-audit services not included above
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Page 20
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Rock-it Cargo Limited
Notes to the financial statements
for the year ended 31 December 2024
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 2 directors (2023 - 1) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £289,380 (2023 - £665,942).
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The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £14,733 (2023 - £7,348).
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Other interest receivable
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Interest payable and similar expenses
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Page 21
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Rock-it Cargo Limited
Notes to the financial statements
for the year ended 31 December 2024
11.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2023 - higher than) the effective standard rate of corporation tax in the UK of 25% (2023 - 23.52055%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52055%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Capital allowances for year in excess of depreciation
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Adjustments to tax charge in respect of prior periods
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
Page 22
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Rock-it Cargo Limited
Notes to the financial statements
for the year ended 31 December 2024
Page 23
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Rock-it Cargo Limited
Notes to the financial statements
for the year ended 31 December 2024
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Investments in subsidiary companies
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Investments in unlisted investments
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Subsidiary undertakings
The company owns 99.9% of the Ordinary R$1 share capital of Rock-it Do Brazil Participacoes Ltda, a holding company incorporated in Brazil, registered office address Al Santos, 745, Andar 5 Conj 51 Parte, Cerqueira Cesar, 01.419-001, Sao Paulo.
Subsidiary undertakings of Rock-it Do Brazil Participacoes Ltda
Rock-it Global South America Participacoes Ltda (formerly Waiver South America Participacoes Ltda) (incorporated in Brazil) - 100% of equity interest
Subsidiary undertakings of Rock-it Global South America Participacoes Ltda
Rock-it Cargo Comissaria de Despachos Ltda (formerly Waiver Comissaria de Despachos Ltda) (incorporated in Brazil) - 100% of equity interest
Rock-it Cargo Logistica Ltda (formerly Waiver Logistica Brazil Ltda) (incorporated in Brazil) - 100% of equity interest
Rock-it Global Chile SpA (formerly Waiver Logistic Chile Ltda) (incorporated in Chile) - 100% of equity interest
Waiver Logistic Peru S.A.C. (incorporated in Peru) - 100% of equity interest
Rock-it Global Colombia SAS (formerly Waiver Logistics Columbia S.A.S.) (incorporated in Columbia) - 100% of equity interest
Cargolive, S. de R.L. de CV (incorporated in Mexico) - 50% of equity interest
Rock-it Cargo Transportes Ltda (formerly Waiver Expo Logistica de Feiras e Eventos Ltda) (incorporated in Brazil) - 100% of equity interest
Magusa Global Cargo S.A.C. (incorporated in Peru) - 50% of equity interest
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The company owns 0.2% of the share capital of Cargolive, S de R.L. de CV, a company incorporated in Mexico.
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Page 24
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Rock-it Cargo Limited
Notes to the financial statements
for the year ended 31 December 2024
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Amounts owed by group undertakings
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Prepayments and accrued income
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Lloyds Bank plc has a fixed and floating charge over the assets of the company.
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Page 25
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Rock-it Cargo Limited
Notes to the financial statements
for the year ended 31 December 2024
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Allotted, called up and fully paid
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10,000 Ordinary Shares shares of £1.00 each
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There is a charge over the assets of the company in favour of Barings Bank Plc to guarantee a loan within a group undertaking. The balances at 31 December 2024 were US$41,244,290 and £15,889,745.
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Commitments under operating leases
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At 31 December 2024 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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The company has taken advantage of the exemption from disclosing related party transactions with its fellow group members provided for by paragraph 33.5 of FRS 102, Section 33 as its ultimate UK parent undertaking Global Critical Logistics Limited publishes consolidated financial statements.
During the year the company made sales and purchases of £5,386,871 (2023 - £5,112,495) and £4,011,560 (2023 - £5,100,866) respectively, to and from US subsidiaries under common control, with £848,163 due to the company (2023 - £557,157 due from the company) at the year end.
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Post balance sheet events
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On 31 July 2025, there was a change in the immediate aprent undertaking. At the date of approval of these financial statements, the company's ultimate parent undertaking is Zepplin Holdings LP, which is a company registered in the Cayman Islands and in which no individual has a controlling interest.
Page 26
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Rock-it Cargo Limited
Notes to the financial statements
for the year ended 31 December 2024
The company's immediate parent company is RICH Forwarding Limited, a company registered in England and Wales, whose registered office is 2nd Floor, 168 Shoreditch High Street, London, United Kingdom, E1 6RA.
The smallest group in which the results of the company are consolidated is that headed by Global Critical Logistics Limited (formerly RICH Forwarding Holdings Limited). The consolidated financial statements of this company are publicly available from the Registrar of Companies.
The ultimate parent undertaking was ATL Rock-it AIV LP, a company registered in the Cayman Islands, and in which no individual has a controlling interest, until the change to Zepplin Holdings LP on 31 July 2025.
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