WARRANT GROUP 2019 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
Company Registration No. 12333568 (England and Wales)
WARRANT GROUP 2019 LIMITED
COMPANY INFORMATION
Directors
Mrs L Morrison
Mr I C Jones
Company number
12333568
Registered office
Suites 22-24 Century Building
Tower Road
Brunswick Business Park
Liverpool
L3 4BJ
Auditor
DSG Audit
Castle Chambers
43 Castle Street
Liverpool
L2 9TL
WARRANT GROUP 2019 LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Group profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the group financial statements
15 - 33
WARRANT GROUP 2019 LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2025
- 1 -

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

 

Principal activity

 

The principal activity of the company is that of a holding company.

 

The principal activities of the group are that of supply chain management and logistics. The parent company and the group operates from its head office in Liverpool.

Review of the business

The directors are satisfied with the financial performance and the results of the company and the group for the year ended 31 January 2025.

 

The results indicate a gross profit of £8.9m for the year, up from £6.9m in 2024 with operating profit also increasing to £3.5m for the year, up from £2.4m, with a turnover of £56.4m compared to £43.9m in 2024. The increase in turnover is attributed to the better buying power in container freight prices and volumes. The group has net assets of £1.6m (2024: £1.4m).

Principal risks and uncertainties

Management of the business and the execution of the company's and group's strategy are subject to various risks.

 

The key business risks and uncertainties affecting the group are considered to relate to:

 

Competition within the market place

 

The current marketplace remains competitive. The group manages this risk by maintaining good relationships with its customers and suppliers, offering a high-level customer service experience coupled with a competitive procurement model always ensuring strong cost control.

 

Economic downturn

 

Consumer spend is down as everyday cost for fuel, food and borrowing continue to increase. However, through the diversity of the business profile, the group remains positive in relation to the future business performance.

 

Foreign currency exchange risk

 

There are several foreign currency transactions. The group operates Euro and Dollar bank accounts and where possible matches income with costs generated in the same currency. The directors have assessed foreign exchange risk and do not consider the exposure to be significant considering the large volume of foreign currency transactions that they deal with.

 

Mandatory Brexit Customs Requirements

 

The group embraced the opportunity to ensure a smooth transition for existing Rest of the World clients to continue with their business in EU as well as to increase its EU-UK HMRC client base with new business wins. The group has invested in AI technology to further enhance its customs footprint in this sector.

WARRANT GROUP 2019 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 2 -

Principal risks and uncertainties (continued)

 

Credit risk

 

The group is exposed to credit risk on some trade and other receivables, but most of the debt is insured through Atradius.

 

Future developments

 

The general business climate continues to be challenging due to the tough economic climate. The directors are committed to developing the business through continued investment in people and IT systems which has held them in good stead over previous years of trading.

 

The directors are fully aware of such worldwide trading difficulties but believe that the group is in a strong position and that the outlook for the group is positive.

Key performance indicators

The group strategy is one of growth across all business sectors. The directors monitor progress against this strategy by reference to several financial key performance indicators. Performance for the current year, together with comparative data for the previous year, is set out below:

 

(a) Turnover

 

Turnover for the year is £56.4m (2024: £43.9m). The increase in turnover is largely due to maximisation of buying power on container freight prices on sea-freight export and import routes when compared to prior year.

(b) Gross profit %

 

This is gross profit expressed as a percentage of turnover. Gross profit % was 15.7% (2024: 15.6%). Gross profit % remained consistent with prior year.

On behalf of the board

Mrs L Morrison
Director
31 October 2025
WARRANT GROUP 2019 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 January 2025.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £2,354,004. The directors do not recommend payment of a further dividend.

Directors

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

Mrs L Morrison
Mr I C Jones
Auditor

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

Strategic report

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

Statement of disclosure to auditor

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

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mrs L Morrison
Director
31 October 2025
WARRANT GROUP 2019 LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2025
- 4 -

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

 

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

 

 

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

WARRANT GROUP 2019 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WARRANT GROUP 2019 LIMITED
- 5 -
Opinion

We have audited the financial statements of Warrant Group 2019 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

Other information

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

WARRANT GROUP 2019 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WARRANT GROUP 2019 LIMITED
- 6 -
Matters on which we are required to report by exception

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

 

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

Responsibilities of directors

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

Auditor's 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.

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.

Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the group and the parent company.

The following laws and regulations were identified as being of significance to the group and the parent company:

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the group and the parent company complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.

WARRANT GROUP 2019 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WARRANT GROUP 2019 LIMITED
- 7 -

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the the group's and the parent company's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error.  As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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

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.

Laura Leslie BSc FCA (Senior Statutory Auditor)
For and on behalf of DSG Audit, Statutory Auditor
Chartered Accountants
Castle Chambers
43 Castle Street
Liverpool
L2 9TL
31 October 2025
WARRANT GROUP 2019 LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JANUARY 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
56,427,959
43,916,776
Cost of sales
(47,561,804)
(37,059,142)
Gross profit
8,866,155
6,857,634
Administrative expenses
(5,407,476)
(4,475,676)
Operating profit
4
3,458,679
2,381,958
Interest receivable and similar income
7
1,525
331
Interest payable and similar expenses
8
(30,913)
-
0
Profit before taxation
3,429,291
2,382,289
Tax on profit
9
(971,538)
(700,119)
Profit for the financial year
24
2,457,753
1,682,170
Profit for the financial year is all attributable to the owner of the parent company.
WARRANT GROUP 2019 LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2025
- 9 -
2025
2024
£
£
Profit for the year
2,457,753
1,682,170
Other comprehensive income
-
-
Total comprehensive income for the year
2,457,753
1,682,170
Total comprehensive income for the year is all attributable to the owners of the parent company.
WARRANT GROUP 2019 LIMITED
GROUP BALANCE SHEET
AS AT
31 JANUARY 2025
31 January 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
11
1,599,084
1,877,527
Tangible assets
12
307,948
94,330
1,907,032
1,971,857
Current assets
Debtors
15
11,235,907
9,999,291
Cash at bank and in hand
517,526
573,481
11,753,433
10,572,772
Creditors: amounts falling due within one year
17
(11,861,947)
(11,097,626)
Net current liabilities
(108,514)
(524,854)
Total assets less current liabilities
1,798,518
1,447,003
Provisions for liabilities
Provisions
19
150,000
-
0
Deferred tax liability
20
58,021
-
0
(208,021)
-
Net assets
1,590,497
1,447,003
Capital and reserves
Called up share capital
23
917
897
Other reserves
22,24
39,725
-
0
Profit and loss reserves
24
1,549,855
1,446,106
Total equity
1,590,497
1,447,003

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 31 October 2025 and are signed on its behalf by:
31 October 2025
Mrs L Morrison
Director
Company registration number 12333568 (England and Wales)
WARRANT GROUP 2019 LIMITED
COMPANY BALANCE SHEET
AS AT 31 JANUARY 2025
31 January 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
13
18,435,352
18,395,627
Current assets
Debtors
15
3,045,331
3,045,311
Cash at bank and in hand
157
157
3,045,488
3,045,468
Creditors: amounts falling due within one year
17
(9,367,266)
(7,057,266)
Net current liabilities
(6,321,778)
(4,011,798)
Net assets
12,113,574
14,383,829
Capital and reserves
Called up share capital
23
917
897
Other reserves
24
10,731,456
10,691,731
Profit and loss reserves
24
1,381,201
3,691,201
Total equity
12,113,574
14,383,829

As permitted by s408 Companies Act 2006, the parent company has not presented its own profit and loss account and related notes. The parent company’s profit for the year was £44,004 (2024 - £9,925,000 profit).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 31 October 2025 and are signed on its behalf by:
31 October 2025
Mrs L Morrison
Director
Company registration number 12333568 (England and Wales)
WARRANT GROUP 2019 LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2025
- 12 -
Share capital
Share-based payment reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 February 2023
897
-
13,900,697
13,901,594
Year ended 31 January 2024:
Profit and total comprehensive income
-
-
1,682,170
1,682,170
Dividends
10
-
-
(14,136,761)
(14,136,761)
Balance at 31 January 2024
897
-
1,446,106
1,447,003
Year ended 31 January 2025:
Profit and total comprehensive income
-
-
2,457,753
2,457,753
Issue of share capital
23
20
-
-
20
Dividends
10
-
-
(2,354,004)
(2,354,004)
Parent company capital contribution for equity settled share-based payments
22
-
39,725
-
39,725
Balance at 31 January 2025
917
39,725
1,549,855
1,590,497
WARRANT GROUP 2019 LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2025
- 13 -
Share capital
Share-based payment reserve
Merger reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
As restated for the year ended 31 January 2023:
Balance at 1 February 2023
897
-
10,691,731
7,871,898
18,564,526
Year ended 31 January 2024:
Profit and total comprehensive income for the year
-
-
-
9,925,000
9,925,000
Dividends
10
-
-
-
(14,105,697)
(14,105,697)
Balance at 31 January 2024
897
-
10,691,731
3,691,201
14,383,829
Year ended 31 January 2025:
Profit and total comprehensive income
-
-
-
44,004
44,004
Issue of share capital
23
20
-
-
-
20
Dividends
10
-
-
-
(2,354,004)
(2,354,004)
Parent company captial contribution for equity settled share-based payments
22
-
39,725
-
-
39,725
Balance at 31 January 2025
917
39,725
10,691,731
1,381,201
12,113,574
WARRANT GROUP 2019 LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2025
- 14 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
29
4,421,113
1,109,717
Interest paid
(30,913)
-
0
Income taxes paid
(953,963)
(40,270)
Net cash inflow from operating activities
3,436,237
1,069,447
Investing activities
Purchase of tangible fixed assets
(317,532)
-
Decrease/(increase) in directors' loan account
(177,693)
493,721
Interest received
1,525
331
Net cash (used in)/generated from investing activities
(493,700)
494,052
Financing activities
Proceeds from issue of shares
20
-
Dividends paid to equity shareholders
(2,354,004)
(14,136,761)
Net cash used in financing activities
(2,353,984)
(14,136,761)
Net increase/(decrease) in cash and cash equivalents
588,553
(12,573,262)
Cash and cash equivalents at beginning of year
(136,017)
12,437,245
Cash and cash equivalents at end of year
452,536
(136,017)
Relating to:
Cash at bank and in hand
517,526
573,481
Bank overdrafts included in creditors payable within one year
(64,990)
(709,498)
WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
- 15 -
1
Accounting policies
Company information

Warrant Group 2019 Limited (“the parent company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 157 Regent Road, Kirkdale, Liverpool, L5 9TF.

 

The group consists of Warrant Group 2019 Limited and all of its subsidiaries. The principal activity of the group and the parent company are disclosed in the strategic report.

1.1
Accounting convention

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

The financial statements are prepared in sterling, which is the functional currency of the group and the parent company. Monetary amounts in these financial statements are rounded to the nearest £1.

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

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

 

1.2
Business combinations

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

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Warrant Group 2019 Limited together with all entities controlled by the parent company (its subsidiary) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 January 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

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

WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 16 -

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

1.4
Going concern

The group is in a net current liabilities position of £108,514 (2024: £524,854), and the company is in a net current liabilities position of £6,321,778 (2024: £4,011,798). As part of assessing the impact of going concern on the business, management have prepared financial forecasts for the company and the group for a period covering 12 months from the date of signing these financial statements.  These forecasts build in key assumptions surrounding changes in the UK economy, impacts on worldwide trading conditions, along with any changes in container freight prices; which ultimately drive revenue and hence profitability.  The forecasts indicate that the company and group will continue to trade profitably, and generate cash, over the period considered by them in their assessment of the appropriateness of adopting the going concern basis in the preparation of the financial statements. These forecasts also demonstrate that the company and group has sufficient cash reserves and head room within the existing invoice discounting facility to support the working capital needs of the business moving forward.

 

Management is fully aware of the worldwide trading difficulties and the uncertainties within the UK economy but continues to monitor and manage these risks.  These are factored into any future forecasts and business strategy decisions taken by the directors.  Management has concluded that the company and group is in a strong position and that the outlook remains positive.  On this basis the directors consider it appropriate to prepare these financial statements on a going concern basis.

1.5
Turnover

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

 

Freight forwarding revenue represents the invoiced value of freight forwarded. Revenue is recognised on the date of departure of an export vessel or when all performance obligations have been met for an import vessel. Where the service is not specific to a vessel then recognition is based on when a service is rendered.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10-20 years.

 

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

1.7
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 land and buildings
2% Straight line
Plant and machinery
10% Straight line
Fixtures, fittings and equipment
10% Straight line
WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 17 -

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

1.8
Fixed asset investments

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

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

1.9
Impairment of fixed assets

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

 

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

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

 

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

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

1.10
Cash and cash equivalents

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

1.11
Financial instruments

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

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

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

WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 18 -
Basic financial assets

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

Impairment of financial assets

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

 

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

 

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

 

Impairment of debtors

Management reviews the carrying amount of trade receivables on a regular basis to identify items where recoverability may be in doubt. The timing and quantum of any impairment of receivables is a matter of management judgement. Details of any such impairments are included in the notes to the accounts.

Derecognition of financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

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

 

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

 

Trade 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 initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

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

WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 19 -
1.12
Equity instruments

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

1.13
Taxation

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

Current tax

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

Deferred tax

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

 

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

1.14
Provisions

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

 

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

1.15
Employee benefits

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

 

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

 

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

1.16
Retirement benefits

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

WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 20 -
1.17
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using a valuation agreed with HMRC. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of options that will eventually vest. A corresponding adjustment is made to equity.

 

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary company is recognised by the subsidiary as a capital contribution, and presented as an increase in the parent company’s investment in that company.

1.18
Leases

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

1.19
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

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

 

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

Key sources of estimation uncertainty

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

Trade accruals provision

The company maintains a trade accrual, which is recognised when a corresponding sale has been recorded in the relevant period but the purchase invoice has not yet been received. Given the time that may elapse between the provision of services and receipt of the invoice, the accrual balance can become significant.

 

At the year end, the gross trade accruals amounted to £2,349,528 (2024: £2,054,283), against which a provision of £994,186 (2024: £1,087,930) has been recognised.

 

Management reviews the ageing of these accruals regularly and estimates a provision for impairment based on invoices outstanding beyond a certain date. The level of provision is subject to estimation uncertainty and reflects management’s best assessment of potential non-recoverable amounts.

WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 21 -
3
Turnover
2025
2024
£
£
Turnover analysed by class of business
Services
56,427,959
43,916,776
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
34,588,101
21,719,778
Rest of Europe
17,644,971
18,011,793
Rest of World
4,194,887
4,185,205
56,427,959
43,916,776
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging:
Exchange losses
131,125
85,111
Fees payable to the group's auditor for the audit of the group's financial statements
37,100
31,000
Depreciation of owned tangible fixed assets
14,589
6,311
Loss on disposal of tangible fixed assets
89,325
-
Amortisation of intangible assets
278,443
278,443
Operating lease charges
112,080
92,667

Audit fees payable to the group's auditor was borne by the subsidiary for the parent company, Warrant Group 2019 Limited.

5
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Administration
44
41
-
-
Sales
18
18
-
-
Total
62
59
0
0
WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
5
Employees
(Continued)
- 22 -

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
2,609,104
2,190,790
-
0
-
0
Social security costs
277,900
250,740
-
-
Pension costs
75,775
45,897
-
0
-
0
2,962,779
2,487,427
-
0
-
0

The parent company had no employees during the year.

6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
20,329
18,586
Company pension contributions to defined contribution schemes
58
-
20,387
18,586
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
1,525
331
8
Interest payable and similar expenses
2025
2024
£
£
Other interest
30,913
-
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
923,448
700,119
WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
9
Taxation
2025
2024
£
£
(Continued)
- 23 -
Deferred tax
Origination and reversal of timing differences
58,021
-
0
Deferred tax on share-based payments charge
(9,931)
-
0
Total deferred tax
48,090
-
0
Total tax charge
971,538
700,119

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

2025
2024
£
£
Profit before taxation
3,429,291
2,382,289
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 24.00%)
857,323
571,749
Tax effect of expenses that are not deductible in determining taxable profit
23,614
61,544
Change in unrecognised deferred tax
20,990
-
0
Amortisation on assets not qualifying for tax allowances
69,611
66,826
Taxation charge
971,538
700,119
10
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Interim paid
2,354,004
14,105,697
WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 24 -
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 February 2024 and 31 January 2025
3,310,511
Amortisation and impairment
At 1 February 2024
1,432,984
Amortisation charged for the year
278,443
At 31 January 2025
1,711,427
Carrying amount
At 31 January 2025
1,599,084
At 31 January 2024
1,877,527
The company had no intangible fixed assets at 31 January 2025 or 31 January 2024.
12
Tangible fixed assets
Group
Leasehold land and buildings
Plant and machinery
Fixtures, fittings and equipment
Total
£
£
£
£
Cost
At 1 February 2024
101,140
3
21,935
123,078
Additions
199,992
-
0
117,540
317,532
Disposals
(101,140)
(3)
(21,935)
(123,078)
At 31 January 2025
199,992
-
0
117,540
317,532
Depreciation and impairment
At 1 February 2024
11,815
3
16,930
28,748
Depreciation charged in the year
2,836
-
0
11,753
14,589
Eliminated in respect of disposals
(11,815)
(3)
(21,935)
(33,753)
At 31 January 2025
2,836
-
0
6,748
9,584
Carrying amount
At 31 January 2025
197,156
-
0
110,792
307,948
At 31 January 2024
89,325
-
0
5,005
94,330
The company had no tangible fixed assets at 31 January 2025 or 31 January 2024.
WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 25 -
13
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
18,395,627
18,395,627
Capital contribution
22
-
0
-
0
39,725
-
0
-
0
-
0
18,435,352
18,395,627
Movements in fixed asset investments
Company
Shares in subsidiaries
Capital contribution
Total
£
£
£
Cost or valuation
At 1 February 2024
18,395,627
-
18,395,627
Additions
-
39,725
39,725
At 31 January 2025
18,395,627
39,725
18,435,352
Carrying amount
At 31 January 2025
18,395,627
39,725
18,435,352
At 31 January 2024
18,395,627
-
18,395,627
14
Subsidiaries

Details of the parent company's subsidiaries at 31 January 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Warrant Group Limited
England and Wales
Shipping agents, freight forwarders, haulage and logistics distribution
Ordinary
100.00

The registered address of the subsidiaries is the same as the parent company Warrant Group 2019 Limited, which is disclosed within the Company Information page.

 

Warrant Corporate Holdings Limited was dissolved on 10 September 2024.

WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 26 -
15
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
4,548,454
3,659,349
-
0
-
0
Other debtors
3,479,643
3,239,649
3,045,331
3,045,311
Prepayments and accrued income
3,197,879
3,100,293
-
0
-
0
11,225,976
9,999,291
3,045,331
3,045,311
Amounts falling due after more than one year:
Deferred tax asset (note 20)
9,931
-
0
-
0
-
0
Total debtors
11,235,907
9,999,291
3,045,331
3,045,311

Trade debtors are stated after provisions for impairment of £7,532 (2024: £13,013).

 

Included within other debtors are overdrawn directors loan accounts of £181,000. During the year loans were advanced to two directors of the company. The amounts outstanding for the two directors were £98,000 and £83,000, with maximum overdrawn balances during the year of £98,000 and £83,000 respectively. In prior year a separate director had an overdrawn director loan account of £3,307, with maximum overdrawn balance during the year of £497,028.

16
Financial instruments
Group
Company
2025
2024
2025
2024
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
10,960,573
9,756,078
n/a
n/a
Carrying amount of financial liabilities
Measured at amortised cost
10,821,067
10,040,955
n/a
n/a

As permitted by the reduced disclosure framework within FRS 102, the parent company has taken advantage of the exemption from disclosing the carrying amount of certain classes of financial instruments, denoted by 'n/a' above.

WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 27 -
17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
18
64,990
709,498
-
0
-
0
Trade creditors
2,866,936
1,864,783
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
9,355,316
7,045,316
Corporation tax payable
954,361
984,876
-
0
-
0
Other taxation and social security
86,519
71,795
11,950
11,950
Other creditors
3,461,729
3,322,412
-
0
-
0
Accruals and deferred income
4,427,412
4,144,262
-
0
-
0
11,861,947
11,097,626
9,367,266
7,057,266

Bank overdrafts are secured by a debenture over all assets of the group.

 

Amounts owed to group undertakings are unsecured, interest free and payable on demand.

 

Other creditors include £3,444,961 (2024: £3,296,591) subject to an invoice discounting facility secured on trade debt.

18
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank overdrafts
64,990
709,498
-
0
-
0
Payable within one year
64,990
709,498
-
0
-
0
19
Provisions for liabilities
Group
Company
2025
2024
2025
2024
£
£
£
£
Dilapidation provision
150,000
-
-
-
Movements on provisions:
Dilapidation provision
Group
£
Additional provisions in the year
150,000
WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
19
Provisions for liabilities
(Continued)
- 28 -

The provision relates to estimated costs of restoring leased premises to their required condition under the terms of the lease. At the year end, the company was in discussion with the landlord regarding the settlement of these obligations. The amount provided represents management's best estimate of the expected settlement amount based on professional advice received. However, the final liability may differ depending on the outcome of these discussions.

 

The provision is expected to be utilised within the next financial year.

20
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Group
£
£
£
£
Accelerated capital allowances
58,021
-
-
-
Share based payments
-
-
9,931
-
58,021
-
9,931
-
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Asset at 1 February 2024
-
-
Charge to profit or loss
48,090
-
Liability at 31 January 2025
48,090
-

The deferred tax asset set out above relates to a share based payment charge in the year on which a deferred tax asset is recognised and is expected to reverse at the end of the vesting period which is expected to be five years.

 

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
75,775
45,897
WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
21
Retirement benefit schemes
(Continued)
- 29 -

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. Contributions amounting to £nil (2024: £9,053) were payable by the company to the fund at the reporting date and are included within other creditors.

22
Share-based payment transactions
Group and company
Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 February 2024
-
-
-
-
Granted
100
-
1.00
-
Exercised
(20)
-
1.00
-
Outstanding at 31 January 2025
80
-
1.00
-
Exercisable at 31 January 2025
-
-
-
-

The company has granted an EMI share option scheme to certain directors of the subsidiary company, Warrant Group Limited, that provide services to the group.

 

As of 31 January 2025, the company has granted share options under two plans:

EMI Share Option Scheme (H-Shares);

EMI Share Option Scheme (G-Shares).

 

In accordance with Financial Reporting Standard 102, a charge is recognised in the statement of comprehensive income of the subsidiary that the employees are contracted to, based on the fair value of share options granted in the period. As the share options are issued in relation to the shares of the parent company, the transaction is accounted for as a capital contribution in the individual company financial statements of both entities. All share awards are equity settled.

 

The options outstanding at 31 January 2025 had an exercise price of £1 and a remaining contractual life of 5 years.

 

The options vest in five annual tranches of 10 shares each from April 2025 to April 2029, with the first tranche of 10 shares per director vesting immediately on grant. During the year, both directors exercised their first tranche of options, resulting in the issue of 10 G ordinary shares and 10 H ordinary shares of £1 each. At 31 January 2025, options over a further 40 shares per director remained outstanding, exercisable from April 2025 to April 2029, subject to performance and continued employment.

 

The fair value of the options at grant was an HMRC-approved valuation based on an independent third party calculated enterprise value. This approach was considered appropriate given the private nature of the company and absence of quoted prices.

 

The options are subject to specified performance standards and targets.

 

Included within administrative expenses in the group statement of profit and loss is a charge of £39,725 for the year ended 31 January 2025.

WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 30 -
23
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
(As Restated)
(As Restated)
Ordinary shares of £1 each
807
897
807
807
A Ordinary shares of £1 each
45
45
45
45
B Ordinary shares of £1 each
45
45
45
45
G Ordinary shares of £1 each
10
-
10
-
H Ordinary shares of £1 each
10
-
10
-
917
987
917
897

Ordinary shares carry full rights in respect of voting, dividends, and capital distribution.

 

A Ordinary shares carry full rights in respect of voting, dividends, and capital distribution. They do not confer any rights of redemption.

 

B Ordinary shares carry full rights in respect of voting, dividends, and capital distribution. They do not confer any rights of redemption.

 

During the year, 10 ordinary G shares of £1 and 10 ordinary H shares of £1 were issued on the exercise of share options by directors under the EMI scheme.

 

On 25 November 2023, the company redesignated its issued share capital into ordinary shares, A ordinary shares and B ordinary shares. The comparative information has been restated to show the correct split between ordinary shares, ordinary A shares and ordinary B shares. The total issued share capital value was not affected.

24
Reserves
Equity reserve

Profit and loss reserve includes all current and prior period retained profits and losses.

Own shares

Called up share capital represents the nominal value of shares that have been issued.

Merger reserve

Merger reserve represents the excess consideration paid for the nominal value of shares.

Share-based payment reserve

Share-based payment reserve represents the fair value of equity-settled share based payments recognised in the group profit or loss account and credited to equity.

WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 31 -
25
Operating lease commitments
Lessee

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

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
85,347
104,415
-
-
Between two and five years
256,796
-
-
-
In over five years
456,315
-
-
-
798,458
104,415
-
-
26
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2025
2024
£
£
Aggregate compensation
395,324
292,560
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Purchases
Purchases
2025
2024
£
£
Group
Other related parties
466,479
407,803

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2025
2024
£
£
Group
Other related parties
16,768
16,768

Other related parties relate to companies with common ownership and directors. All transactions are undertaken on commercial terms and on an arms length basis.

WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
26
Related party transactions
(Continued)
- 32 -

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2025
2024
Balance
Balance
£
£
Group
Other related parties
3,045,310
3,045,310
Company
Other related parties
3,045,311
3,045,311

Other related parties relate to companies with common ownership and directors. All transactions are undertaken on commercial terms and on an arms length basis.

Other information

Details of director loan accounts have been disclosed in note 15.

 

The directors of the parent company are also deemed to be key management personnel as disclosed in note 6.

27
Directors' transactions

Dividends totalling £44,004 (2024 - £31,064) were paid in the year in respect of shares held by the company's directors.

28
Controlling party

There is no one ultimate controlling party.

WARRANT GROUP 2019 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 33 -
29
Cash generated from group operations
2025
2024
£
£
Profit after taxation
2,457,753
1,682,170
Adjustments for:
Taxation charged
971,538
700,119
Finance costs
30,913
-
0
Investment income
(1,525)
(331)
Loss on disposal of tangible fixed assets
89,325
-
Amortisation and impairment of intangible assets
278,443
278,443
Depreciation and impairment of tangible fixed assets
14,589
6,311
Equity settled share based payment expense
39,725
-
Increase in provisions
150,000
-
Movements in working capital:
(Increase)/decrease in debtors
(1,048,992)
940,739
Increase/(decrease) in creditors
1,439,344
(2,497,734)
Cash generated from operations
4,421,113
1,109,717
30
Analysis of changes in net funds/(debt) - group
1 February 2024
Cash flows
31 January 2025
£
£
£
Cash at bank and in hand
573,481
(55,955)
517,526
Bank overdrafts
(709,498)
644,508
(64,990)
(136,017)
588,553
452,536
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