Registered number: 11844338
FOR THE YEAR ENDED 31 DECEMBER 2024
CHARTIS HOLDINGS LIMITED
COMPANY INFORMATION
CHARTIS HOLDINGS LIMITED
CONTENTS
CHARTIS HOLDINGS LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The principal activity of the group is the provision of freight and transport services through its subsidiaries.
The directors aim to present a fair, balanced, and comprehensive review of the group's development, performance during the year, and position at the year end. This review is proportionate to the size and nature of the business and considers the risks and uncertainties the group faces.
The trading environment for the group remained challenging throughout 2024. The UK logistics and freight forwarding market continues to be highly competitive, with profit margins under sustained pressure due to fluctuating freight rates, increasing competition, and broader macroeconomic challenges such as inflation and elevated operating costs. Additionally, regulatory developments and customs compliance requirements necessitated continued investment in staff training and IT infrastructure to maintain service quality across the subsidiaries.
Despite these challenges, revenue and profitability were strong in the second half of the year, reflecting improved performance across the group’s trading businesses. This growth was attributable to a general strengthening of volumes and rates in selected service areas.
The group continues to provide practical, responsive solutions to complex logistical challenges across international markets. It remains focused on operational efficiency, cost control, and investment in staff and technology. While no acquisitions were completed in 2024, the group’s long-term strategy of growth through the acquisition of small to medium-sized businesses remains unchanged. This is complemented by a strong emphasis on deepening client relationships and expanding services within existing industry verticals.
The board continues to monitor geopolitical and economic developments, particularly the ongoing conflicts in Ukraine and the Middle East, which may impact global trade flows and shipping lanes. The group remains agile in identifying and implementing alternative routes and services to mitigate disruption and support clients' supply chain resilience.
The directors are confident that the group is well-positioned to navigate the current environment and take advantage of future strategic opportunities as they arise.
The trading environment for the group remained challenging throughout 2024. The UK logistics and freight forwarding market continues to be highly competitive, with profit margins under sustained pressure due to fluctuating freight rates, increasing competition, and broader macroeconomic challenges such as inflation and elevated operating costs. Additionally, regulatory developments and customs compliance requirements necessitated continued investment in staff training and IT infrastructure to maintain service quality across the subsidiaries.
Despite these challenges, revenue and profitability were strong in the second half of the year, reflecting improved performance across the group’s trading businesses. This growth was attributable to a general strengthening of volumes and rates in selected service areas.
The group continues to provide practical, responsive solutions to complex logistical challenges across international markets. It remains focused on operational efficiency, cost control, and investment in staff and technology. While no acquisitions were completed in 2024, the group’s long-term strategy of growth through the acquisition of small to medium-sized businesses remains unchanged. This is complemented by a strong emphasis on deepening client relationships and expanding services within existing industry verticals.
The board continues to monitor geopolitical and economic developments, particularly the ongoing conflicts in Ukraine and the Middle East, which may impact global trade flows and shipping lanes. The group remains agile in identifying and implementing alternative routes and services to mitigate disruption and support clients' supply chain resilience.
The directors are confident that the group is well-positioned to navigate the current environment and take advantage of future strategic opportunities as they arise.
The group faces a range of potential risks and uncertainties, which are regularly reviewed by the board. Risk management is embedded into strategic and operational decision-making at both board and management levels, ensuring responsiveness to external changes and internal developments. The key risks currently identified include:
• Market and economic conditions impacting freight volumes and margins
• Disruption to global trade routes due to geopolitical conflict
• Regulatory changes and customs compliance demands
• Credit risk and liquidity management
• Market and economic conditions impacting freight volumes and margins
• Disruption to global trade routes due to geopolitical conflict
• Regulatory changes and customs compliance demands
• Credit risk and liquidity management
Page 1
CHARTIS HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The group's primary financial instruments include trade debtors, trade creditors, bank overdrafts, and invoice discounting facilities. These instruments are used to support the financing of operations and working capital requirements.
Liquidity risk is managed by maintaining an appropriate balance between funding continuity and operational flexibility. This is achieved through the use of bank overdrafts at both fixed and floating rates, alongside an invoice discounting facility, ensuring sufficient liquidity to meet financial obligations as they fall due.
Liquidity risk is managed by maintaining an appropriate balance between funding continuity and operational flexibility. This is achieved through the use of bank overdrafts at both fixed and floating rates, alongside an invoice discounting facility, ensuring sufficient liquidity to meet financial obligations as they fall due.
The group trades only with established, creditworthy customers. It is standard policy for all customers seeking credit terms to undergo a thorough vetting process. Receivables are actively monitored on an ongoing basis, resulting in a minimal exposure to bad debts.
The board reviews the following key financial performance indicators:
• Gross profit margin
• Net profit margin
These indicators provide a reliable view of the group's profitability and cost management effectiveness.
• Gross profit margin
• Net profit margin
These indicators provide a reliable view of the group's profitability and cost management effectiveness.
Directors' statement of compliance with duty to promote the success of the Group
As the Board of Chartis Holdings Limited, we recognise our responsibilities under section 172 of the Companies Act 2006. We confirm that, throughout the year, we have acted in good faith and in a manner most likely to promote the success of the group for the benefit of its members as a whole.
In doing so, the directors have had due regard to:
• The likely long-term consequences of any decisions made
• The interests of the group’s employees, customers, and suppliers
• The need to foster strong business relationships with stakeholders
• The impact of the group’s operations on the environment and community
• The group’s reputation and its commitment to ethical business practices
As the Board of Chartis Holdings Limited, we recognise our responsibilities under section 172 of the Companies Act 2006. We confirm that, throughout the year, we have acted in good faith and in a manner most likely to promote the success of the group for the benefit of its members as a whole.
In doing so, the directors have had due regard to:
• The likely long-term consequences of any decisions made
• The interests of the group’s employees, customers, and suppliers
• The need to foster strong business relationships with stakeholders
• The impact of the group’s operations on the environment and community
• The group’s reputation and its commitment to ethical business practices
This report was approved by the board on 29 September 2025 and signed on its behalf.
Page 2
CHARTIS HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £635,256 (2023 - 1,192,628).
During the year, the group paid a dividend of £Nil (2023 - £22,292).
The directors who served during the year were:
Page 3
CHARTIS HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Companies Act 2006 (Strategic Report and Directors’ Report) Regulation 2018 requires Chartis Holdings Limited to disclose annual UK energy consumption and Greenhouse Gas (GHG) emissions from SECR regulated sources.
Reported energy and GHG emissions data is compliant with SECR requirements and has been calculated in accordance with the GHG Protocol and SECR guidelines. Energy and GHG emissions are reported from buildings and transport where operational control is held – this includes electricity, natural gas and vehicle fuel.
The table below details the regulated SECR energy and GHG emission sources for the current reporting period to 31 December 2024. This is the third period of reporting this data which will enable the Group's management to focus on identifying ways to reduce the Group's carbon footprint.
Reported energy and GHG emissions data is compliant with SECR requirements and has been calculated in accordance with the GHG Protocol and SECR guidelines. Energy and GHG emissions are reported from buildings and transport where operational control is held – this includes electricity, natural gas and vehicle fuel.
The table below details the regulated SECR energy and GHG emission sources for the current reporting period to 31 December 2024. This is the third period of reporting this data which will enable the Group's management to focus on identifying ways to reduce the Group's carbon footprint.
The Group has chosen, in accordance with section 414C of the Companies Act 2006, to set out financial risk management objectives and policies as well as their future developments within the Strategic report.
Page 4
CHARTIS HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
There have been no significant events affecting the Group since the year end.
After the year end Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and its successor Barnes Roffe Audit Limited was appointed by the directors under s485 Companies Act 2006.
This report was approved by the board on 29 September 2025 and signed on its behalf.
Page 5
CHARTIS HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHARTIS HOLDINGS LIMITED
We have audited the financial statements of Chartis Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Page 6
CHARTIS HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHARTIS HOLDINGS LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
Page 7
CHARTIS HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHARTIS HOLDINGS LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, is detailed below.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law and regulations, was as follows:
Page 8
CHARTIS HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHARTIS HOLDINGS LIMITED (CONTINUED)
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:
∙Making enquiries of management as to where they consider there was susceptibility to fraud and their knowledge of actual suspected and alleged fraud;
∙Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;
∙Reviewing the financial statements and testing the disclosures against supporting documentation;
∙Performing analytical procedures to identify any unusual or unexpected trends or anomalies;
∙Inspecting and testing journal entries to identify unusual or unexpected transactions;
∙Assessing whether judgement and assumptions made in determining significant accounting estimates, including stock provisions, were indicative of management bias; and
∙Investigating the rationale behind significant transactions, or transactions that are unusual or outside the company’s usual course of business.
The areas that we identified as being susceptible to misstatement through fraud were:
∙Management bias in the estimates and judgements made;
∙Management override of controls; and
∙Posting of unusual journals or transactions.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
Page 9
CHARTIS HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHARTIS HOLDINGS LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants & Statutory Auditors
3 Brook Business Centre
Cowley Mill Road
Middlesex
UB8 2FX
Page 10
CHARTIS HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 11
CHARTIS HOLDINGS LIMITED
REGISTERED NUMBER: 11844338
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
Page 12
CHARTIS HOLDINGS LIMITED
REGISTERED NUMBER: 11844338
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.
The notes on pages 22 to 44 form part of these financial statements.
Page 13
CHARTIS HOLDINGS LIMITED
REGISTERED NUMBER: 11844338
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025 .
The notes on pages 22 to 44 form part of these financial statements.
Page 14