Registration number:
M9 Logistics Limited
for the Year Ended 31 December 2024
M9 Logistics Limited
Contents
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Company Information |
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Strategic Report |
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Director's Report |
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Statement of Director's Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Statement of Cash Flows |
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Notes to the Financial Statements |
M9 Logistics Limited
Company Information
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Director |
Alexey Maximchuk |
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Registered office |
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Auditors |
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M9 Logistics Limited
Strategic Report for the Year Ended 31 December 2024
The director presents the strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the company in the year is that of an investment holding company.
The principal activity of the group is that of logistics supply chain solutions including freight-forwarding, warehousing, customs clearance and IT solutions.
Fair review of the business
During 2024 M9 Logistics Limited saw a slight reduction in revenue to €93.9m (2023 : €100.3m) reflecting difficult trading conditions worldwide due to macro-economic factors and political situations in several markets. Underlying pre-tax profit of €1.75m (2023 : €3.27) reflects the price pressure on costs across the group, in particular personnel costs.
Key performance indicators (KPIs)
The group's key financial and other performance indicators during the year were as follows:
|
Financial KPIs |
Unit |
2024 |
2023 |
|
Gross Profit % |
% |
10.09 |
9.01 |
|
Administrative expenses as % of turnover |
% |
8.36 |
6.08 |
|
Liquidity ratio |
2.88 |
2.25 |
Non-financial KPIs:
Each entity within the group has a number of industry standard KPIs which are recorded locally. These include but are not limited to:
• On time in Full (OTIF)
• Revenue per shipment
• Gross margin per shipment
Development and performance of the business
The 2024 results show a strong business performance against a tough global economic trading environment. The major increase in fuel costs in the last few years has had a significant impact on gross margins across the whole transport sector globally. However, the increase in gross margin from 9.0% in 2023 to 10.1% in 2024 represents a strong result for the group.
M9 Logistics Group have invested heavily in previous years in implementing a strong and efficient structure which continued to flourish in the current period with the strong profitability reported despite the slight reduction in turnover reflecting the economies of scale provided by the acquisitions and the strong infrastructure in place which allows effective cost control despite the adverse trading environment during the year.
On 20 December 2024 the group divested itself of its business operations in Hong Kong, China, Turkey and Vietnam to focus on key operations in the UK, Europe, India and USA. An agreement as part of the disposal will see continuing income from licencing from the disposed businesses.
M9 Logistics Limited
Strategic Report for the Year Ended 31 December 2024
Position at the end of the period
The balance sheet continues to remain strong with net assets of €4.34m (2023 : €6.79m). The liquidity ratio increased to be in excess of 2.8 despite the disposal of the Asian business operations and pressure on costs in 2024.
The strong asset base and the high levels of available funds provide the group with sufficient comfort and confidence to continue with the planned growth in 2024 and beyond.
Principal risks and uncertainties
Fuel Risk:
A key risk factor is the risk of significant changes to fuel costs which affects our key supply chain. To combat this we have a flexible pricing model with bespoke fuel adjustments for key customers
Foreign Exchange risk:
With a UK Parent company and international subsidy’s the impact of fluctuating exchange rates grows as the business volumes increase. To date the group has used spot rates for international payments. This will be reviewed if the risk becomes material to the profit levels across the group.
Approved and authorised by the
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M9 Logistics Limited
Director's Report for the Year Ended 31 December 2024
The report and the for the year ended 31 December 2024.
Results and dividends
The loss for the year, after taxation and minority interest adjustment, amounted to €1,454,961 (2023: profit of €1,428,188). Exceptional losses of €1,990,990 are included in this result from the losses on disposal of business operations and deemed disposal of minority interests, therefore reflecting an underlying post-tax profit to owners of the company of €536,029.
The directors have not currently recommended payment of a further final dividend in respect of the year-ended 31 December 2024. During 2024 a final dividend of €700,000 was paid in respect of the previous financial year whilst in 2023 an interim dividend of €800,000 was paid in respect of that period.
Director of the group
The director who held office during the year was as follows:
Information included in the Strategic Report
The Group has chosen, in accordance with Companies Act 2006, s.141C (11), to set out in the Group's Strategic Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2006, Sch.7 to be contained in the Directors' Report.
Financial risk management objectives and policies
The group is exposed to a moderate level of price risk. They have a flexible and transparent pricing model which allows them to adjust to changes in their cost base quickly.
The group also has a credit risk, with credit terms offered to the majority of customers. As the customer base is widespread the group opinion is that the risk is minimal, although it continues to be monitored globally.
The group manages these risks by financing its operations through retained profits, supplemented by long-term bank borrowings where necessary to fund expansion or capital expenditure programmes.
The management objectives are to retain sufficient liquid funds to enable it to meet its day-to-day requirements, minimise the group's exposure to fluctuating interest rates, and match the repayment schedule of any external borrowings or overdrafts with the future cash flows expected to arise from the group 's trading activities.
The group manages its exposure to fluctuations in currency exchange rates by the use of forward exchange contracts / currency bank accounts to eliminate any uncertainty which would otherwise arise under these arrangements. The group does not utilise any other type of hedging instruments.
Fixed assets
In the directors' opinion the value of the tangible assets, stated in the balance sheet at €4,631,039 (2023: €4,610,017) reflected a fair market value.
M9 Logistics Limited
Director's Report for the Year Ended 31 December 2024
Disclosure of information to the auditor
The director has taken steps that ought to have taken as a director in order to make aware of any relevant audit information and to establish that the company's auditor is aware of that information. The director confirms that there is no relevant information that of and of which the auditor is unaware.
Reappointment of auditors
Williamson & Croft Audit Limited were appointed as the group and company’s auditors during the year.
In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Williamson & Croft Audit Ltd as auditors of the company is to be proposed at the forthcoming Annual General Meeting.
Approved and authorised by the
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M9 Logistics Limited
Statement of Director's Responsibilities
The responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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• |
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable to ensure that the financial statements comply with the Companies Act 2006. also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
M9 Logistics Limited
Independent Auditor's Report to the Members of M9 Logistics Limited
Opinion
We have audited the financial statements of M9 Logistics Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and 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 responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.
In the previous accounting period the directors of the company took advantage of audit exemption under s479 of the Companies Act 2006. Therefore, the prior period financial statements were not subject to audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
Other information
The director are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
M9 Logistics Limited
Independent Auditor's Report to the Members of M9 Logistics Limited
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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• |
the information given in the Strategic Report and Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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• |
the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our 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 and the Director's Report.
We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of the director
As explained more fully in the Statement of Director's Responsibilities set out on page 6, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
M9 Logistics Limited
Independent Auditor's Report to the Members of M9 Logistics Limited
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In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have given consideration to the control environment (including management's own process for identifying and assessing risks) as well as the nature of the entity, the industry in which it operates and the underlying performance. Consideration was also given to the attitudes and incentives of management to commit fraud. We determined that the greatest potential for fraud existed in the following areas: timing of recognition of income; classification of fixed assets; and posting of unusual journals and complex transactions. In line with all audits performed under International Standards on Auditing (UK), we planned and performed specific procedures to respond to the risk of management override of controls. |
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We also obtained an understanding of the applicable laws and regulations that the company has to abide by, through discussions with management and those charged with governance, as well as commercial knowledge of the sector and statutory legislation. We paid particular focus to those laws and regulations that had the potential to materially impact the amounts and disclosures within the financial statements. |
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After our initial risk assessment, we performed the following procedures to detect material misstatements in respect of irregularities arising due to fraud or error: |
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• |
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business; |
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Reviewing financial statement disclosures and testing these against supporting documentation to assess compliance with applicable laws and regulations; |
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Assessing key accounting estimates within the financial statements in order to assess their reasonableness and determine whether there were any indications of management bias in the estimates; |
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• |
Reviewing minutes of meetings of those charged with governance; and |
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Making enquiries of management as to whether they are aware of any alleged, suspected or actual fraud during the year. |
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We also performed procedures to satisfy ourselves regarding compliance with applicable laws and regulations, including: |
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• |
Making enquiries of management and those charged with governance if there were any actual and potential litigation and claims; |
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• |
Reviewing legal and professional fees incurred in the year for indicators of any litigation or claims against the company; |
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• |
Reviewing minutes of meetings of those charged with governance; and |
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• |
Reviewing correspondence with relevant legal authorities. |
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All audit team members were made aware of the applicable laws and regulations, as well as potential fraud risks during the planning stage of the audit and this was discussed at the audit team planning meeting. It was therefore determined that team members all had the relevant awareness and competence to identify any instances of non-compliance with relevant laws and regulations or fraud. |
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
M9 Logistics Limited
Independent Auditor's Report to the Members of M9 Logistics Limited
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.
......................................
For and on behalf of
20 York Street
Manchester
M2 3BB
M9 Logistics Limited
Consolidated Profit and Loss Account for the Year Ended 31 December 2024
|
Note |
Continuing operations |
Discontinued operations |
Total |
Total |
|
|
Turnover |
|
|
|
|
|
|
Cost of sales |
( |
( |
( |
( |
|
|
Gross profit |
|
|
|
|
|
|
Administrative expenses |
( |
( |
( |
( |
|
|
Other operating income |
|
|
|
|
|
|
Operating (loss)/profit |
( |
|
|
|
|
|
Profit/(loss) on disposal of operations |
|
( |
( |
- |
|
|
Other interest receivable and similar income |
|
|
|
|
|
|
Interest payable and similar expenses |
|
( |
( |
|
|
|
185,725 |
(197,239) |
(11,514) |
172,423 |
||
|
Profit/(loss) before tax |
|
( |
( |
|
|
|
Tax on (loss)/profit |
( |
( |
( |
( |
|
|
(Loss)/profit for the financial year |
( |
( |
( |
|
|
|
Profit/(loss) attributable to: |
|||||
|
Owners of the company |
( |
( |
( |
|
|
|
Minority interests |
|
|
|
|
|
|
( |
( |
( |
|
M9 Logistics Limited
Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2024
|
2024 |
2023 |
|
|
(Loss)/profit for the year |
( |
|
|
Foreign currency translation gains/(losses) |
|
( |
|
Total comprehensive income for the year |
( |
|
|
Total comprehensive income attributable to: |
||
|
Owners of the company |
( |
( |
|
Minority interests |
|
|
|
( |
|
M9 Logistics Limited
(Registration number: 08269826)
Consolidated Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Goodwill |
|
|
|
|
Negative goodwill |
- |
( |
|
|
|
|
||
|
Intangible assets not including goodwill |
- |
|
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
- |
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
123 |
123 |
|
|
Retained earnings |
4,445,389 |
5,328,455 |
|
|
Equity attributable to owners of the company |
4,445,512 |
5,328,578 |
|
|
minority interests |
11,970 |
1,462,437 |
|
|
Shareholders' funds |
4,457,482 |
6,791,015 |
Approved and authorised by the
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M9 Logistics Limited
(Registration number: 08269826)
Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Tangible assets |
|
|
|
|
Investments |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
123 |
123 |
|
|
Retained earnings |
4,627,459 |
3,620,106 |
|
|
Shareholders' funds |
4,627,582 |
3,620,229 |
The company made a profit after tax for the financial year of €1,707,353 (2023 - profit of €1,657,641).
Approved and authorised by the
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M9 Logistics Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company
|
Share capital |
Retained earnings |
Total |
Non-controlling interests - Equity |
Total equity |
|
|
At 1 January 2024 |
|
|
|
|
|
|
(Loss)/profit for the year |
- |
( |
( |
|
( |
|
Other comprehensive income |
- |
|
|
|
|
|
Total comprehensive income |
- |
( |
( |
|
( |
|
Dividends to owners of company |
- |
( |
( |
- |
( |
|
Increase in ownership interests in subsidiaries |
- |
- |
- |
( |
( |
|
Disposal of subsidiary undertakings |
- |
- |
- |
( |
( |
|
Interest in dividends paid to minority shareholders |
- |
390,371 |
390,371 |
(390,371) |
- |
|
At 31 December 2024 |
|
|
|
|
|
|
Share capital |
Retained earnings |
Total |
Non-controlling interests - Equity |
Total equity |
|
|
At 1 January 2023 |
|
|
|
|
|
|
Profit for the year |
- |
|
|
|
|
|
Other comprehensive income |
- |
( |
( |
|
( |
|
Total comprehensive income |
- |
( |
( |
|
|
|
Dividends to owners of the company |
- |
( |
( |
- |
( |
|
Interest in dividends paid to minority shareholders |
- |
666,427 |
666,427 |
(666,427) |
- |
|
At 31 December 2023 |
123 |
5,328,455 |
5,328,578 |
1,462,437 |
6,791,015 |
M9 Logistics Limited
Statement of Changes in Equity for the Year Ended 31 December 2024
|
Share capital |
Retained earnings |
Total |
|
|
At 1 January 2024 |
|
|
|
|
Profit for the year |
- |
|
|
|
Dividends |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
|
Share capital |
Retained earnings |
Total |
|
|
At 1 January 2023 |
|
|
|
|
Profit for the year |
- |
|
|
|
Dividends |
- |
( |
( |
|
At 31 December 2023 |
123 |
3,620,106 |
3,620,229 |
M9 Logistics Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Cash flows from operating activities |
|||
|
(Loss)/profit for the year |
( |
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Profit on disposal of tangible assets |
( |
- |
|
|
Loss on disposal of business operations |
1,990,990 |
- |
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
|
|
|
|
|
||
|
Working capital adjustments |
|||
|
Decrease/(increase) in stocks |
|
( |
|
|
Decrease in trade debtors |
|
|
|
|
Decrease in trade creditors |
( |
( |
|
|
Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
( |
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Acquisition of intangible assets |
- |
( |
|
|
Net assets disposed with sale of business operations |
(2,262,817) |
- |
|
|
Acquisition of shares from minority interest (reduction in MI) |
(35,000) |
- |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Repayment of other borrowing |
( |
|
|
|
Dividends paid |
( |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Effect of exchange rate fluctuations on cash held |
( |
( |
|
|
Cash and cash equivalents at 31 December |
1,827,531 |
7,462,864 |
|
M9 Logistics Limited
Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Cash flows from operating activities |
|||
|
Profit for the year |
|
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
- |
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
- |
|
|
Income tax expense |
- |
|
|
|
( |
( |
||
|
Working capital adjustments |
|||
|
Increase in trade debtors |
( |
( |
|
|
Increase/(decrease) in trade creditors |
|
( |
|
|
Cash generated from operations |
( |
( |
|
|
Income taxes received/(paid) |
|
( |
|
|
Net cash flow from operating activities |
( |
( |
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisition of subsidiaries |
( |
( |
|
|
Proceeds from sale of subsidiaries |
|
- |
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Net cash flows from investing activities |
|
|
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
- |
|
|
Repayment of other borrowing |
( |
|
|
|
Dividends paid |
( |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Cash and cash equivalents at 31 December |
494,133 |
1,513,892 |
|
M9 Logistics Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The financial statements are presented in sterling which is the functional currency of the company.
Summary of disclosure exemptions
The accounts do not include a cash flow statement because the company, as a small reporting entity, is exempt from the requirements to prepare such a statement.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.
M9 Logistics Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The financial statements have been prepared on a going concern basis.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.
M9 Logistics Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
The transactions in the income statement for each entity are translated into the reporting currency of the group at the average rate for the year, whereas assets and liabilities on the balance sheet are translated at the prevailing rate at the reporting period end date. Gains or losses on translation to the reporting currency of the group are recognised in other comprehensive income within retained earnings and non-controlling interests as appropriate.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Land and buildings |
2 - 4% straight line |
|
Other tangible assets - computer equipment |
15 - 33% straight line |
|
Other tangible assets - plant & machinery |
25% reducing balance |
|
Other tangible assets - motor vehicles |
25% reducing balance |
M9 Logistics Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Negative goodwill
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Trademarks and licences |
10 year straight line |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
M9 Logistics Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress 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, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
M9 Logistics Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
|
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
|
2024 |
2023 |
|
|
Rendering of services |
|
|
The analysis of the group's turnover for the year by market is as follows:
|
2024 |
2023 |
|
|
UK and Europe |
|
|
|
North America |
|
|
|
Asia |
|
|
|
|
|
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2024 |
2023 |
|
|
Government grants |
|
|
|
Sub lease rental income |
|
- |
|
Miscellaneous other operating income |
|
|
|
|
|
|
Operating profit |
Arrived at after charging/(crediting)
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Operating lease expense - plant and machinery |
|
|
|
Profit on disposal of property, plant and equipment |
( |
- |
M9 Logistics Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Other interest receivable and similar income |
|
2024 |
2023 |
|
|
Interest income on bank deposits |
|
|
|
Other finance income |
|
|
|
|
|
|
Interest payable and similar expenses |
|
2024 |
2023 |
|
|
Interest expense on other finance liabilities |
|
|
|
Foreign exchange losses / (gains) |
|
( |
|
|
( |
|
Staff costs |
The aggregate payroll costs (including director's remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including the director) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Production |
|
|
|
Administration and support |
|
|
|
Sales, marketing and distribution |
|
|
|
|
|
M9 Logistics Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to €
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of these financial statements |
47,954 |
46,664 |
|
Other fees to auditors |
||
|
All other non-audit services |
|
|
M9 Logistics Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2024 |
2023 |
|
|
Current taxation |
||
|
UK corporation tax |
- |
|
|
Foreign tax |
|
|
|
Total current income tax |
889,597 |
883,607 |
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
|
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
2023 |
|
|
(Loss)/profit before tax |
( |
|
|
Corporation tax at standard rate |
( |
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
- |
|
Effect of foreign tax rates |
456,006 |
127,922 |
|
Total tax charge |
|
|
Deferred tax
Group
Deferred tax assets and liabilities
|
2024 |
Asset |
Liability |
|
Accelerated capital allowances |
- |
|
|
- |
|
|
2023 |
Asset |
Liability |
|
Accelerated capital allowances |
- |
|
|
- |
|
M9 Logistics Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
During the year the charge to the profit and loss account in respect of movements in deferred taxation was €3,417 (2023: €13,402) whilst the impact of the translation of deferred tax transactions and balances into the reporting currency was €4,206 (2023: €1,610).
|
Intangible assets |
Group
|
Goodwill |
Other intangible assets |
Total |
|
|
Cost or valuation |
|||
|
At 1 January 2024 |
|
|
|
|
Disposals |
( |
( |
( |
|
Foreign exchange movements |
- |
|
|
|
At 31 December 2024 |
|
|
|
|
Amortisation |
|||
|
At 1 January 2024 |
|
|
|
|
Amortisation charge |
|
|
|
|
Amortisation eliminated on disposals |
( |
( |
( |
|
Foreign exchange movements |
- |
|
|
|
At 31 December 2024 |
|
|
|
|
Carrying amount |
|||
|
At 31 December 2024 |
|
- |
|
|
At 31 December 2023 |
|
|
|
|
Negative goodwill |
2024 |
|
At 1 January 2024 |
( |
|
Disposals of previously acquired businesses |
929,198 |
|
At 31 December 2024 |
- |
|
|
|
M9 Logistics Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Tangible assets |
Group
|
Land and buildings |
Other tangible assets |
Total |
|
|
Cost or valuation |
|||
|
At 1 January 2024 |
|
|
|
|
Additions |
- |
|
|
|
Disposals |
- |
( |
( |
|
Foreign exchange movements |
|
|
|
|
At 31 December 2024 |
|
|
|
|
Depreciation |
|||
|
At 1 January 2024 |
|
|
|
|
Charge for the year |
|
|
|
|
Eliminated on disposal |
- |
( |
( |
|
Foreign exchange movements |
|
|
|
|
At 31 December 2024 |
|
|
|
|
Carrying amount |
|||
|
At 31 December 2024 |
|
|
|
|
At 31 December 2023 |
|
|
|
Included within the net book value of land and buildings above is €4,470,407 (2023 - €4,431,226) in respect of freehold land and buildings.
M9 Logistics Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Company
|
Other tangible assets |
Total |
|
|
Cost or valuation |
||
|
At 1 January 2024 |
|
|
|
Additions |
|
|
|
At 31 December 2024 |
|
|
|
Depreciation |
||
|
Charge for the year |
|
|
|
At 31 December 2024 |
|
|
|
Carrying amount |
||
|
At 31 December 2024 |
|
|
|
At 31 December 2023 |
|
|
M9 Logistics Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Investments |
Company
|
2024 |
2023 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
€ |
|
Cost or valuation |
|
|
At 1 January 2024 |
|
|
Revaluation |
( |
|
Additions |
|
|
Disposals |
( |
|
At 31 December 2024 |
|
|
Provision |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
United Kingdom |
|
|
|
|
|
United Kingdom |
|
|
|
|
|
Ireland |
|
|
|
|
|
Ireland |
|
|
|
|
|
Netherlands |
|
|
|
M9 Logistics Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
|
Germany |
|
|
|
|
|
Poland |
|
|
|
|
|
Czechia |
|
|
|
|
|
USA |
|
|
|
|
|
India |
|
|
|
|
|
Hong Kong |
|
|
|
|
|
China |
|
|
|
|
|
China |
|
|
|
|
|
China |
|
|
|
|
|
China |
|
|
|
|
|
China |
|
|
|
|
|
Turkey |
|
|
|
|
|
Turkey |
|
|
|
|
|
Vietnam |
|
|
|
Principal activities
The principal activity of all of the subsidiary entities is that of the group, being logistics supply chain solutions including freight-forwarding, warehousing, customs clearance and IT solutions.
|
Business combinations |
All additions in the preceding year were investments in newly incorporated entities which had no opening reserves except for the issued share capital to which the company (and group) was a subscriber.
Goodwill additions relate to amounts paid for these investments in excess of the share issue price.
M9 Logistics Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Disposals |
|
Stocks |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Other inventories |
- |
|
- |
- |
|
Debtors |
|
Group |
Company |
||||
|
Current |
Note |
2024 |
2023 |
2024 |
2023 |
|
Trade debtors |
|
|
- |
- |
|
|
Amounts due from group undertakings |
- |
- |
|
|
|
|
Other debtors |
|
|
|
|
|
|
Prepayments and accrued income |
|
|
|
|
|
|
Tax recoverable |
|
|
- |
|
|
|
|
|
|
|
||
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Cash at bank |
|
|
|
|
M9 Logistics Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Due within one year |
|||||
|
Trade creditors |
|
|
|
|
|
|
Social security and other taxes |
|
|
|
( |
|
|
Other payables |
|
|
|
|
|
|
Accruals |
|
|
|
- |
|
|
Income tax liability |
34,822 |
422,154 |
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
€ |
No. |
€ |
|
|
|
|
123 |
|
123 |
|
Reserves |
Group
Share capital
Issued share capital of the parent company at par value
Retained earnings
Accumulated profits and (losses) of the group or company
Non-controlling interests
Share of net assets or (liabilities) attributable to minority interest holders in the group's subsidiary entities
M9 Logistics Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Other borrowings |
|
|
|
|
The group and company borrowings consist of loans from the Directors as detailed in Note 24 as well as a loan of €2,800,000 which accrues interest annually at a rate of 1.2%.
|
Related party transactions |
Group
The Company has taken advantage of the available exemption under FRS 102 from disclosing transactions with related parties where those transaction have been eliminated within the consolidated financial statements.
As at 31 December 2024 there is an amount of €2,772,304 (2023: €3,626,936) owed to the Directors from the Group and the Company and which is included within creditors due after more than one year. These amounts are provided interest free and unsecured.
A dividend of €Nil (2023: €800,000) was declared by the Group and Company during the year which is payable to the Directors whilst a dividend of €700,000 in respect of prior periods was also declared in the year as a final dividend in respect of those periods.