REGISTERED NUMBER: 13119609 (England and Wales)

Freight Minds Limited

Strategic Report, Directors' Report and

Financial Statements

for the Year Ended 31 January 2025

Page

Company Information

1

Strategic Report

2

Directors' Report

4

Independent Auditors' Report

6

Statement of Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Financial Statements

13

Directors:

A L Durrant

M P Wright

A C Lovell

Registered office:

Unit 7

X2 Eastern Perimeter Road

London Heathrow Airport

Hounslow

TW6 2GE

Registered number:

13119609 (England and Wales)

Auditors:

Cooper Parry Group Limited

Statutory Auditor

1st Floor, Abbey Square

Davidson House

The Forbury

Reading

RG1 3EU

The directors present their strategic report for the year ended 31 January 2025.

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face.

Review of business

The company continues to grow, providing specialist freight and logistics services to the live entertainment industry. Our performance for the period was in line with expectations and the company ended the financial year in a profitable position.

Profit for the year has reduced compared with the prior year, primarily due to continued investment in staff. The average headcount increased from 22 to 27 during the year, reflecting the company's focus on strengthening operational capability to support future growth.

Financial key performance indicators (KPIs)

The directors monitor a range of financial KPIs to assess the performance and financial position of the company. The key financial indicators are turnover, gross profit margin and return on capital employed.

- Turnover for the year was £23,520,498 (2024: £19,697,200).

- Gross profit margin was 26.5% (2024: 26.9%).

- Return on capital employed was 29.6% (2024: 66.9%). This is calculated as profit before interest and tax divided by capital employed (being fixed assets plus working capital).

- The balance sheet remains strong, supported by a substantial asset base and healthy cash reserves. Cash as at the year-end amounted to £2,325,448 (2024: £2,975,720).

Principal risks and uncertainties

The company's financial instruments principally comprise cash, trade debtors, trade creditors, and accruals, which arise directly from its operations. The main objectives in holding such financial instruments are:

- to finance the company's operations; and

- to earn a return on working capital surplus to operational requirements, while managing financial risks appropriately.

Interest rate risk

Surplus funds are held with in interest-bearing accounts. The company is not financially dependent on these balances, and fluctuations in interest rates are not considered to represent a significant risk.

Credit risk

Credit risk is managed through appropriate credit checks and monitoring of customer balances. The directors consider that the current procedures are adequate for managing exposure to credit risk.

Liquidity risk

The company maintains sufficient liquid resources to meet its obligations as they fall due, with investment of surplus cash aligned to the timing of forecast operational payments.

Currency risk

The company operates in a global market and seeks to mitigate currency exposure by invoicing customers, wherever possible, in the same currency as the underlying supplier costs. The company does not currently enter into forward contracts or other hedging instruments.

Future developments

The directors expect continued growth in the financial year ending 31 January 2026. The company has continued to invest in its people to support this growth, ensuring that staff development and capacity remain aligned with the company's strategic objectives.

Going concern

The directors have assessed the company's ability to continue as a going concern.

In forming this assessment, the directors have reviewed financial performance to date and prepared detailed financial and cash flow forecasts covering a period of at least 12 months from the date of approval of these financial statements. These forecasts include assumptions regarding expected trading performance, working capital requirements, and the availability of banking and financing facilities.

Based on these forecasts, and after considering the principal risks and uncertainties facing the company, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

On behalf of the board:

M P Wright - Director

22 October 2025

The directors present their report with the financial statements of the company for the year ended 31 January 2025.

Principal activity

The principal activity of the company in the year under review was that of import, export and transportation of equipment.

Results

The profit for the year, after taxation, amounted to £551,870 (2024: £1,096,729).

Dividends

The total distribution of dividends for the year ended 31 January 2025 will be £649,384 (2024: £Nil).

Directors

The directors shown below have held office during the whole of the period from 1 February 2024 to the date of this report.

A L Durrant

M P Wright

Other changes in directors holding office are as follows:

A C Lovell - appointed 1 December 2024

Statement of directors' responsibilities

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Auditors

The auditors, Cooper Parry Group Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

M P Wright - Director

22 October 2025

Opinion

We have audited the financial statements of Freight Minds Limited (the 'company') for the year ended 31 January 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement 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 company's affairs as at 31 January 2025 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Directors' Report, but does not include the financial statements and our Auditors' 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.

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 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 the audit:

-	the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

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

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

-	the financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditors' responsibilities for the audit of the financial statements

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

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

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We discussed with the Directors the policies and procedures in place regarding compliance with laws and regulations. We discussed amongst the audit team the identified laws and regulations, and remained alert to any indications of non-compliance.

During the audit we focussed on laws and regulations which could reasonably be expected to give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management.

Our procedures in relation to fraud included but were not limited to: inquires of management whether they have any knowledge of any actual, suspected or alleged fraud, and discussions amongst the audit team regarding risk of fraud such as opportunities for fraudulent manipulation of financial statements. We determined that the principal risks related to posting manual journal entries to manipulate financial performance and management bias through judgements in accounting estimates. We also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. Our tests included agreeing the financial statement disclosures to underlying supporting documentation.

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.

Other matters

The comparatives in these financial statements are unaudited.

Use of our report

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

James Maxwell (Senior Statutory Auditor)

for and on behalf of Cooper Parry Group Limited

Statutory Auditor

1st Floor, Abbey Square

Davidson House

The Forbury

Reading

RG1 3EU

27 October 2025

Turnover

3

23,520,498

19,697,200

Cost of sales

(17,297,056

)

(14,391,048

)

Gross profit

6,223,442

5,306,152

Administrative expenses

(5,560,452

)

(4,044,450

)

662,990

1,261,702

Other operating income

83,492

244,404

Operating profit

746,482

1,506,106

Interest receivable and similar income

7,553

4,669

754,035

1,510,775

Interest payable and similar expenses

6

(3,962

)

(6

)

Profit before taxation

7

750,073

1,510,769

Tax on profit

8

(198,203

)

(414,040

)

Profit for the financial year

551,870

1,096,729

Other comprehensive income

-

-

Total comprehensive income for the year

551,870

1,096,729

Fixed assets

Tangible assets

10

810,018

316,273

Investments

11

100

100

810,118

316,373

Current assets

Debtors

12

3,267,811

2,185,803

Cash at bank and in hand

2,325,448

2,975,720

5,593,259

5,161,523

Creditors

Amounts falling due within one year

13

3,883,389

3,227,594

Net current assets

1,709,870

1,933,929

Total assets less current liabilities

2,519,988

2,250,302

Creditors

Amounts falling due after more than one year

14

(245,182

)

-

Provisions for liabilities

16

(122,018

)

-

Net assets

2,152,788

2,250,302

Capital and reserves

Called up share capital

17

100

100

Retained earnings

18

2,152,688

2,250,202

Shareholders' funds

2,152,788

2,250,302

The financial statements were approved by the Board of Directors and authorised for issue on 22 October 2025 and were signed on its behalf by:

M P Wright - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 February 2023

100

1,153,473

1,153,573

Changes in equity

Total comprehensive income

-

1,096,729

1,096,729

Balance at 31 January 2024

100

2,250,202

2,250,302

Changes in equity

Dividends

-

(649,384

)

(649,384

)

Total comprehensive income

-

551,870

551,870

Balance at 31 January 2025

100

2,152,688

2,152,788

Cash flows from operating activities

Cash generated from operations

22

1,340,437

1,823,365

Interest paid

(3,962

)

(6

)

Tax paid

(655,655

)

(474,813

)

Net cash from operating activities

680,820

1,348,546

Cash flows from investing activities

Purchase of tangible fixed assets

(593,039

)

(241,278

)

Purchase of fixed asset investments

-

(100

)

Sale of tangible fixed assets

-

35,003

Interest received

7,553

4,669

Net cash from investing activities

(585,486

)

(201,706

)

Cash flows from financing activities

New finance leases in year

323,098

-

(Withdrawn) /introduced by directors

(419,320

)

337,059

Equity dividends paid

(649,384

)

-

Net cash from financing activities

(745,606

)

337,059

(Decrease)/increase in cash and cash equivalents

(650,272

)

1,483,899

Cash and cash equivalents at beginning of year

23

2,975,720

1,491,821

Cash and cash equivalents at end of year

23

2,325,448

2,975,720

1.	Statutory information

Freight Minds Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	Accounting policies

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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 £.

Going concern

The financial statements have been prepared on a going concern basis. The directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment. Based on these assessments, the directors have concluded that they can continue to adopt the going concern basis in preparing the financial statements.

Critical accounting judgements and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The company makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The key significant estimates and assumptions that affect the financial statements are:

Impairment of debtors

The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other receivables, management considers factors including: the credit rating of the receivable, the ageing profile of receivables and historical experience.

Depreciation

The company exercises judgement to determine useful lives and residual values of tangible fixed assets. The assets are depreciated down to their residual values over their estimated useful lives.

Turnover

Turnover represents amounts receivable for freight and logistics services provided during the year, net of value added tax.

Revenue is recognised when the company has performed its main service and entitlement to consideration has been established. This is considered to be when the freight has reached its destination.

An amount of £244,404 previously reported within turnover has been reclassified to other income in the prior year. This reclassification better reflects the nature of the income. The comparative figures have been restated accordingly. This reclassification has no impact on the reported profit or net assets for the prior year.

Other income

Other income represents recharges and rent receivable and is recognised in the period to which the income relates.

Tangible fixed assets

Tangible fixed assets 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:

Leasehold property

20% on cost

Plant and machinery

25% on cost

Fixtures, fittings & equipment

25% on cost

Computer equipment

25% on cost

Motor vehicles

25% on cost

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 credited or charged to profit or loss.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Financial instruments

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are measured at transaction price. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities

Basic financial liabilities, including creditors and bank loans are recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

Trade creditors 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 creditors are recognised at transaction price.

Provision for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.

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

3.

Turnover

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

13,410,263

11,480,846

Europe

1,624,984

1,015,824

Rest of the world

8,485,251

7,200,530

23,520,498

19,697,200

4.	Employees and directors

2025

2024

£

£

Wages and salaries

3,198,261

2,212,913

Social security costs

367,908

271,212

Other pension costs

105,515

58,754

3,671,684

2,542,879

The average number of employees during the year was as follows:

2025

2024

Directors

2

2

Operational

8

6

Warehouse

6

3

Administrative

7

6

Sales

4

5

27

22

5.	Directors' emoluments

2025

2024

£

£

Directors' remuneration

1,191,763

754,641

Directors' pension contributions to money purchase schemes

60,859

30,000

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

3

2

Information regarding the highest paid director is as follows:

2025

2024

£

£

Emoluments etc

479,838

377,321

Pension contributions to money purchase schemes

25,109

15,000

6.

Interest payable and similar expenses

2025

2024

£

£

Bank interest

3,962

6

7.	Profit before taxation

The profit is stated after charging/(crediting):

2025

2024

£

£

Other operating leases

560,836

598,840

Depreciation - owned assets

97,654

42,912

Loss/(profit) on disposal of fixed assets

1,640

(2,187

)

Auditors' remuneration

30,000

-

Auditors' remuneration for non audit work

54,071

70,786

Foreign exchange differences

7,565

1,922

8.

Taxation

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

104,851

414,040

Tax relating to prior years

(28,666

)

-

Total current tax

76,185

414,040

Deferred tax

122,018

-

Tax on profit

198,203

414,040

UK corporation tax has been charged at 25% (2024 - 25%).

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before tax

750,073

1,510,769

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

187,518

377,692

Effects of:

Expenses not deductible for tax purposes

11,723

24,023

Capital allowances in excess of depreciation

-

(20,704

)

Depreciation in excess of capital allowances

1,854

-

Adjustments to tax charge in respect of previous periods

(28,666

)

-

Movement in deferred tax not recognised

31,065

-

Group relief surrendered/(claimed)

(5,291

)

-

Other fixed asset differences

-

1,782

Other short term timing differences

-

31,247

Total tax charge

198,203

414,040

9.

Dividends

2025

2024

£

£

Ordinary shares of £1 each

Final

649,384

-