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

Total revenue in the year was £99,230k (2023: £71,054k). As reported in the prior year statutory accounts, a decision was taken in cease operations from GBA’s Weiterstadt office in Germany. On a continuing operations basis, revenue was £98,249k (2023: £67,762k). This increase of 45% principally reflected the inclusion of 8 months results from the newly acquired businesses of The Silver X Group Limited and Bow Distribution and Warehousing Limited combined with strong performances across all our other business units.

Operating profit for the year was £827k (2023: £317k), and £861k excluding the loss-making German business. Capital expenditure in the year was £1,667k (2023: £4,181k).

Our ‘Freight Services’ business unit is largest within GBA focussing on both time critical and standard road freight forwarding. A significant contract was won with a global automotive OEM which was successfully launched in July. However the customer decided to close the manufacturing facility GBA were delivering to causing operational challenges. Despite these difficulties revenue in this business unit was 1.7% above prior year.

Our ‘Dedicated Fleet’ business unit specialises in providing value-added solutions-driven 24/7/365 services, primarily for large UK retail customers. Revenue increased by 37.6%.

Our ‘Global Solutions’ business unit provides import and export services focussed on the aviation and aerospace industries. It specialises in global air and sea freight requirements, as well as a “One Stop Shop” in aviation logistics delivering “airside” to every UK airport every day of the year. The business unit reported strong growth in the period, with turnover 80.9% above 2023, and reflected significant contract wins during Q1.

The Group continued to build on its Environmental, Social and Governance activities in 2024 with support to many UK and EU based charities. The shareholders and directors continue to take a long-term view and are investing in GBA Logistics Limited for growth in coming years. The experienced leadership team, supported by its shareholders, will continue to drive the business forward.

Key financial performance indicators

The directors regard key financial performance indicators of the group as those that communicate the financial performance and strength of the group as a whole: these being revenue, gross profit, gross margin, operating profit and retained earnings.

Position at the end of the year

At the balance sheet date, the Group reported net current liabilities of £3,563k (2023: £910k) and cash reserves of £2,571k (2023: £1,170k). Net current liabilities are reported after the inclusion of a receivables financing balance of £7,425k (2023 : £3,317k).

Although secured against current trade receivables, the receivables financing facility itself is revolving in nature and provides ongoing working capital support aligned with the Group’s operational cash flow cycle.

Additionally, the receivables financing facility has also been utilised to support longer-term strategic investments and commitments, including the acquisition of fixed assets and funding of acquisition-related costs.

The increase in the receivables financing balance at the 2024 year-end is reflective of its use in supporting the acquisition of The Silver X Group Limited and Bow Distribution and Warehousing Limited, as well as funding significant organic growth achieved across the Group.

The group monitors the number of SHE accidents with a view to continually reducing these year on year. Furthermore, vehicle utilisation is monitored to ensure asset efficiency metrics are optimised. CO2 per km driven is also monitored as part of our sustainability targets.

Principal risks and uncertainties

The company has identified the following risks and uncertainties in its business model:

Competition

The group operates in a highly competitive marketplace which is price sensitive. The group benchmarks its performance against close competitors and ensures that its competitive edge is maintained through the value added service it delivers to customers.

Exchange rates

The group undertakes operations in Europe which exposes it to exchange rate fluctuations. It transacts with a number of customers and suppliers in foreign currencies that leaves its net exposure at a relatively low level that does not require formal hedging contract arrangements. Accordingly, the group monitor exchange rate movements daily in the context of expected currency requirements so hat advantageous rates can be secured where available.

Fuel prices

Fuel remains a significant proportion of the group's direct costs and is subject to variations in global commodity prices. This risk is mitigated through the adoption of standard contractual terms that enable price increases to be passed through to customers.

Labour availability

The haulage industry continues to experience significant labour shortages of qualified truck drivers, principally arising from the effects of the pandemic and Government policy pertaining to skilled workers following the UK's departure from the EU. The group looks to mitigate this risk through regular salary benchmarking to ensure that compensation is competitive. Furthermore, the group has its own Driver Academy to develop a talent pipeline of drivers which wills upport the business as it grows.

General economic conditions

Many of the group's customers operate across Europe and as such the group is subject to international economic conditions. The group has ensured its business model is sufficiently diversified not to rely solely on one geographic area or business segment, with investment deployed in both UK and European operations.

Financial risk management

The group maintains a treasury function which seeks to reduce financial risk, ensure sufficient liquidity and manage surplus cash where it arises. The group and company restrict transactions to reputable banks with strong credit ratings.

The group does not take material speculative financial positions. Banking facilities are in place with the group's relationship bank and are reviewed annually to ensure they are sufficient for the business as it continues to grow and scale up its operations.

The group seeks to mitigate credit risk through proactive credit control procedures.

The directors consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in sl72(l)(a-f) of the Companies Act 2006) in the decisions taken during the year ended 31 December 2024. Further information on this can be found in the Strategic Report and Directors' Report, including:

• The likely consequences of any decision in the long-term;

• The interests of the group and company's employees;

• The need to foster the group and company's business relationships with customers, suppliers and others;

• The impact of the group and company's operations on the community and the environment;

• The desirability of the group and company maintaining a reputation for high standards of business conduct; and

• The need to act fairly between group companies

The group is headed by GBA Logistics Limited and therefore all subsidiaries are subject to and abide by group policies and procedures. The directors have overall responsibility for delivering the group's strategy and values and for ensuring high standards of governance. The primary objective of the directors is to promote the long-term sustainable success of the group to generate benefit for its stakeholders.

Health and Safety    

The directors consider Safety, Health and Environmental ("SHE") risk management to be fundamental to the success of the business. Safe working practices that minimise environmental impact are key to driving business performance and vitally important for our stakeholders, our communities and the environments we work in. Legal compliance is the minimum acceptable standard and the group will continually strive to improve performance in this area. An SHE update is the first agenda item for the senior leadership team ("SLT") weekly meeting. Regular training is provided for employees and is delivered through a combination of online and face-to-face sessions. The group also holds ISO 45001 accreditation for its occupational health and safety management systems.

Relations with wider key stakeholders to be:

• Shareholders

• Employees

• Customers

• Suppliers

• Local community

• Regulators and Trade Associations

The group, through the SLT and its employees, strives continuously to improve in every aspect of the services it provides for the mutual benefit of all stakeholders.    

Shareholders    

Board engagement with shareholders is regular, with monthly meetings held with the majority shareholders of the business. The group maintains a policy to pay regular dividends to its shareholders. The group is managed for all matters, including business ethics, by the SLT.    

Compliance to company policies (including human rights and labour practices)    

The directors have implemented a framework of policies with the objective of ensuring alignment to the group's ethical business practices and strategy. The group holds an ISO 9001 accreditation for its overall quality management system.

Creditor payment policy and practice

The group does not follow any specific external code or standard on payment practice. Its policy is normally to pay suppliers according to the terms of business agreed with them on entering into binding contracts and to keep to the payment terms providing the relevant services have been supplied in accordance with the contracts.    

Regulators and Trade Associations

The group is a member of a number of key industry associations. This membership helps to differentiate the group’s business and, through these accreditations, demonstrates the quality of the services it is able to offer to the market. The group is committed to transparency and trust and supports legislative and regulatory change, such as climate change including the introduction of Streamlined Energy and Carbon Reporting ("SECR") which is disclosed in this Strategic Report.

Social and community

The group is aware of its social responsibilities to the communities where it operates. Generally, local site management will communicate with local residents concerning any changes in activities that may impact on, or be of interest to, the local community. Furthermore, the group have sought to support local community groups through sponsorship or other charitable giving.

Environment

The group recognises the importance of its environmental responsibilities and comply with all local, national and international legislation with respect to its operations. Environmental impacts from these operations are principally derived from greenhouse gas ("GHG") emissions which arise from fuel (for primary road haulage services), and electricity, gas and oil consumption (for heat, light and power). The group also holds an TSO 14001 accreditation for its environmental management systems.

During the year, the directors have continued to invest in Environmental, Social and Governance ("ESG”) initiatives with a view to mitigating the environmental impact of the group's business operations. It is particularly pleasing to note the reduction in the Intensity Ratio (tCO2e per revenue £m) compared to the prior year.

On behalf of the board

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

The principal activity of the group continued to be that of the provision of logistics services.

The results for the year are set out on page 12.

Ordinary dividends were paid amounting to £311,117. The directors do not recommend payment of a further dividend.

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

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

The group is an organisation which seeks to engage with its employees and embrace all talents and abilities, and where diversity is valued. It does not unfairly discriminate and respects human rights. Recruitment policies are structured to bring talented people into the organisation, and development opportunities are provided to help employees progress within the organisation on the basis of their skills, experience and aptitude.

The directors recognise and understand that it is important to keep employees informed of all matters concerning them and achieves this in a number of ways, including site notices, face-to-face and virtual meetings and verbal and written communications.

Senior executives deliver quarterly business updates to all employees. Employee engagement surveys are conducted several times a year which provide excellent feedback, and has informed the vision of becoming 'the best place to work’. The views and interests of employees are considered in consultation with them through working groups which evolve over time to meet the needs of all parties. The policy of the company is to consult and discuss with employees any issues that arise in accordance with relevant procedures or legislation.

Employment policies

The group maintains standards of business conduct with which it expects all employees to comply and the directors of the group ensure this conduct is adhered to. The group is committed to employment policies which follow best practice and arc based on respect and equal opportunities for all employees, irrespective of gender, religion or belief) age, racial or ethnic origin, sexual orientation or disability.

Remuneration

The group recognises that its approach to reward is a critical factor to both attract and retain its employees and drive a culture of performance. A competitive reward package is offered at all levels of the business. Salaries, wages and benefits are reviewed regularly in line with market rates to ensure continued alignment to the market.

Suppliers

The group enjoys strong relationships with its suppliers and have actively developed its supply chain in recent years to enhance the service offering it can provide to its customer base. The business has sought to maintain a diversified portfolio of suppliers to ensure continuity of supply, and works in close collaboration with its supply chain to deliver tailored solutions to the market.

Customers

Strong customer relationships are critical to the business. The group has built, and continues to grow, the business on a reputation for delivering excellent customer service and value for money. The directors promote a culture of innovation through the group stated values, with a strong focus on delivering solutions for its customers.

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

In accordance with The Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) the group has prepared a report on its emissions, energy consumption and energy efficiency activities.

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2024 UK Government’s Conversion Factors for Company Reporting.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per total revenue, a ratio used in a wide variety of sectors.

The group is committed to balancing its economic interest with its environmental impact and addresses its sustainability challenges through promotion of both resource and energy efficiency.

In the period covered by the report, the group has undertaken a number of environmental initiatives, including:

- Continued driver training and monitoring of driving metrics (e.g. harsh braking) to reduce fuel consumption;

- Operational system improvements to optimise routes and reduce empty running; and

- Continual fleet renewal to replace older vehicles with more fuel efficient trucks.

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

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of:

- Financial risk management objectives and policies

- Information on exposure to credit risk and liquidity risk

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

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

• select suitable accounting policies and then apply them consistently;

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

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

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

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

We have audited the financial statements of GBA Logistics Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

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

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

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

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

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

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

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

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

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

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we 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.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

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 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.

Use of our report

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

As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company's profit for the year was £2,389k (2023 - £960k profit).

GBA Logistics Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 429 Moss Lane, Hesketh Bank, Preston, Lancashire, PR4 6XJ.

The group consists of GBA Logistics Limited and all of its subsidiaries.

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

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

The financial statements have been prepared under the historical cost convention, modified to include investment properties at fair value. The principal accounting policies adopted are set out below.

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

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

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

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

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

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

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

The consolidated group financial statements consist of the financial statements of the parent company GBA Logistics Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

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

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

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

Notwithstanding net current liabilities of £3,563k, at the time of approving the financial statements, the directors have an expectation that the group has adequate resources to continue in operational existence for the foreseeable future.

Included within net current liabilities is a receivables financing balance of £7,425k (2023: £3,317k). Although secured against current trade receivables, the receivables financing facility itself is revolving in nature and provides ongoing working capital support aligned with the Group’s operational cash flow cycle.

Additionally, the receivables financing facility is also utilised to support longer-term strategic investments and commitments, including the acquisition of fixed assets and funding of acquisition-related costs.

The increase in the receivables financing balance at the 2024 year-end is reflective of its use in supporting the acquisition of The Silver X Group and Bow Distribution and Warehousing, as well as funding significant organic growth achieved across the Group.

The group has produced cash flow forecasts based on current trading and existing credit facilities in support of their use of the going concern basis of accounting in the preparation of the financial statements. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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

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

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

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

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

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

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

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

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

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

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

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

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

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

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

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

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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

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

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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

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

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

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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

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

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

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

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

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

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Property, plant and equipment are depreciated over their estimated useful lives to their estimated residual values. Both the estimated useful life and the residual value are reviewed at least at each financial year-end.

In determining the fair value of investment property the group uses an open market value basis by reference to market evidence of transaction prices for similar properties, as provided by Directors. The Directors are of the opinion that the investment property is being held at fair value at the period end.

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

Their aggregate remuneration comprised:

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

At the end of the 2023 financial year a decision was made by the group to stop any further trade in GBA Logistics GmbH.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

The group and company investment properties were valued at the year end by the directors by reference to market evidence of transaction prices for similar properties, along with previous year third party valuations.

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

Registered office addresses (all UK unless otherwise indicated):

Obligations under finances leases totalling £2,694,095 (2023: £2,422,636) are secured against the asset to which they relate.

Included within other payables is a liability of £7,424,611 (2023: £3,317,160) is secured against trade receivables.

Obligations under finances leases totalling £4,373,206 (2023: £4,688,835) are secured against the asset to which they relate.

The group has two bank loans:

Bank loan 1

The HSBC bank loan of £681,136 (2023: £Nil) has an interest rate of 2% above base and is repayable by monthly instalments over a 5 year period commencing May 2024. The long-term loan is secured by a debenture which contains a fixed and floating charge over all assets of the group, along with a gurantee from all members of the gruop.

Bank loan 2

The HSBC bank loan of £79,165 (2023: £256,841) has an interest rate of 4% above base and is repayable by monthly instalments over a 5 year period commencing June 2020. The long-term loan is secured by a debenture comprising a fixed and floating charge overa ll the assets and undertaking of the group including all present and future freehold and leasehold property, book and other debts, chattels, goodwill, uncalled capital, both present and future.

Finance lease payments represent rentals payable by the group for certain items of motor vehicles, plant & equipment, fixtures & fittings, computers, land and buildings. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term remaining is 1 to 4 years.

The finance leases are secured by the lessors' title to the leased assets which have a carrying value of £7,889,061 (2023: £7,156,000).

The directors consider that the carrying amount of the obligations under finance leases approximate to their fair value.

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

The deferred tax liability set out above is expected to reverse in line with depreciation rates and relates to accelerated capital allowances.

The group has unrecognised deferred tax liabilities of £891,495 (2023: £1,253,670) in respect of Accelerated Capital Allowances. The group has unrecognised deferred tax losses in respect of trading £950,814 (2023: £949,510), retirement benefit schemes £46,313 (2023: £Nil) and research & development £Nil (2023: £20,000). The losses have been recognised to the extent of the liability.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Included in the financial statements is an amount of £77,907 (2023: £44,152) owing by the company with regard to the pensions. This represents amounts that have been deducted at the year end but paid to the scheme after the year end.

This represents the accumulated profits and losses less any distributions made by the company.

Fair value reserve

This relates to the uplift in fair value above cost for investment properties.

Merger reserve

This represents the increase above nominal value when GBA Logistics Limited acquired GBA Services Limited via a share for share exchange in the year ended 31 December 2020.

On 26 April 2024 the group acquired 100% of the issued capital of SXG Holdings Limited and its subsidiaries for consideration of £6,739,044.

The goodwill arising on the acquisition of the business represents the excess of the purchase price over the fair value of the identifiable net assets acquired. It reflects the value of the company's reputation, customer relations and employee expertise.

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

Other related parties

During the period the directors provided unsecured interest free loans to the company which are repayable on demand. The amount outstanding and included within other creditors at the balance sheet date is £260,830 (2023: £353,303).

Dividends totalling £70,320 (2023 - £256,000) were paid in the year in respect of shares held by the company's directors.

During the period the company provided interest free unsecured loans to a director totalling £197,888 (2023: £Nil) which were repayable on demand. The company advanced £197,888 and £Nil was repaid. No amounts were waived or written off.

In the opinion of the directors there is no individual controlling party.