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

Business Review

Global Freight Solutions Limited (“GFS”) provides technology-enabled carrier management services predominantly to internet retailers, in both the business to consumer and business to business sectors, domestically and internationally. GFS is disruptive in this market sector as it combines leading technological solutions with the commercial benefit from aggregated purchasing with the major parcel delivery businesses. It offers tailored, expert and complex multi-carrier delivery solutions allowing consumers to choose the most convenient delivery option. GFS’s Checkout technology allows ecommerce providers to present a range of different delivery options to the end consumer, on a dynamic basis, thereby increasing the prospects of online basket conversion and increasing sales for the retailer.

On 20th February 2024, Global Freight Solutions (GFS), was acquired by industry-leading e-commerce fulfilment specialists, ILG (International Logistics Group Ltd), part of the Yusen Logistics/NYK group of companies. The acquisition provides significant investment for GFS to accelerate the development of its multi-carrier ECM platform and leverage the capabilities and infrastructure of the wider group to provide B2B and B2C customers with global end-to-end support across the entire supply chain.

The market

Changes in consumer behavior, multi-channel offerings and new retail sales formats continue to drive growth in our core target market. To ensure GFS continues to lead in this growing market, the business continues to invest in training and development of the Account Management team. New client acquisition continues to be a focus with a focus on lead generation, new systems, sales management processes and training to enhance their performance.

The business also continues to invest in its technology capability with a focus on continual improvement.

Strategy

The Board’s strategy for ensuring the continued success and growth of the business is founded on ensuring best-in-class carrier management services are delivered through a well invested technology platform. Growth is expected to be driven by new customer acquisition, retention of customers through service excellence and strong relationship management.

Principal risks and uncertainties

The Directors consider that the company's principal business risks are as set out below. The Directors have systems in place to identify and mitigate the risks and uncertainties that the company faces in carrying out its business.

Economic climate

Whilst outside the Company’s control the economic climate, naturally, has some impact on its business. Many of the Company’s customers, being in a consumer facing environment are impacted by the wider performance of the economy and consumer sentiment. Whilst there remains an element of uncertainty, in respect of the management of Inflation and Interest rates and the impact on consumer spending, there is the risk of poor performance and bankruptcy among some of its customer base, particularly more traditional high-street retailers. The Group, however, has a well-diversified portfolio of clients which mitigates this impact, and history shows that GFS has grown consistently irrespective of prevailing economic conditions.

Competition

The broader logistics market in which the Company trades is competitive, although GFS operates in a specific niche and has considerable know-how, track record, relationships and technology capability which means significant new entrants to the market are considered unlikely.

Liquidity risk

The Directors believe that the Company has sufficient cash resources and financing facilities to enable it to continue to trade and meet the operating needs of the business as well as meet its liabilities as they fall due. As a result, the Directors believe the liquidity risk arising is limited to the short term. The Company monitors its cash flow, working capital performance and debt levels to ensure its cash resources and financing facilities are sufficient to meet its future needs. The financial risks are set out on page 8.

Results

The Directors are satisfied with the results of Global Freight Solutions Ltd for the 12 months ended 31 March 2025.

Improvements in gross profit margin and EBITDA margin are particularly pleasing and demonstrate resilience and operational leverage within the business. These improvements were achieved despite c£4.8m revenues from FY24 not recurring due to Wilko Retail Limited entering administration in August 2023, and another customer, due to their scale and very specific circumstances, being able to negotiate international parcel delivery services directly with a carrier.

The business continued strong performance in the acquisition of new clients, and the retention and growth of relationships with existing customers via the Account Management team. Investment in Marketing was a focus during the year that has ensured that there is a strong new business pipeline with a high conversion rate driving long term and consistent growth.

The business also continued to invest in its technology platform during the year, ensuring best-in-class carrier management services, which are highly valued by its customers, and developing effective back-office solutions impacting administrative functions and efficiencies in customer care.

Consumer spending has been impacted by changes in the UK economy, including higher inflation and interest rates, and a level of economic uncertainty driven by a change in Government and subsequent policy changes during the period. However, the business has continued to perform well by retaining customers who value the GFS service and software proposition, it has acquired new clients and managed its supplier and overhead costs effectively. The business was able to grow both gross profit margin (+£0.5%), and EBITDA margin (+0.6%). This was achieved via a combination of strong cost management and pricing.

The Board will continue to focus on its strategy of developing the core business to deliver profitable growth alongside the development of new technology solutions which will benefit its existing and future customers and partners.

The Board of Directors closely monitors the company's performance by reference to monthly management accounts and other management information both financial and operational in nature. The Board considers that there are four key performance indicators (KPIs) that are reliable indicators of progress against the company's objectives, namely turnover, gross profit, and EBITDA measured as a percentage of revenue.

•     Turnover - £72,607,282 (2024: £71,993,389)

•     Gross profit margin – 22.1% (2024: 21.6%)

•     EBITDA margin – 8.1% (2023: 7.5%)

•     Parcel volumes – 15,455,373 (2024: 14,637,643)

Reconciliation of operating profit to EBITDA margin

     2025 2024

Profit for financial period    £3,109,245    £4,191,601

Add back:

Taxation         £832,259     £83,654

Interest         (£97,912)     (£66,938)

Depreciation        £244,135    £206,855

Amortisation        £1,234,179    £764,245

Exceptional costs     £545,151     £421,364

EBITDA            £5,867,057    £5,600,751

EBITDA margin        8.1%        7.8%

In addition, the Board also monitors other non-financial KPIs which include:

•    Customer service performance

•    Carrier partner performance

Section 172 Report

The Companies (Miscellaneous Reporting) Regulations 2018 (the “Regulations”) have been in force with effect from 1 January 2019. The Regulations aim to extend sustainable and responsible governance practice beyond listed companies to private limited companies. Amongst other things, the Regulations require the Company to report how the Directors of the Company have considered their duties under section 172 (of the Companies Act 2006 (the “Act”) (“Section 172”), to promote the success of the company, during the reporting period.

Decision making and corporate governance process

The Company’s Board of Directors (the “Board”) have clear processes to follow when considering decisions, including principal decisions, which are strategically and commercially material decisions which impact the Company’s key stakeholders.

As part of the governance process, Board paper preparers must ensure sufficient information is provided to the Board with high levels of quality and integrity. The governance process provides a framework to ensure everyone involved in and contributing to the decision-making process understands the duties which the Directors are obligated to consider in the decision-making process and applicable regulations in order to be able to provide relevant information and therefore lead to effective decision making.

The likely consequences of any decision in the long term

The Board is committed to the long-term goals of Yusen Logistics global strategy “Transform 2025” and considers likely consequences of any decision-making in the long-term. As the Yusen Logistics Group enters the final year of “Transform 2025”, strategic focus is being placed on preparing for next medium-term management plan, which will be grounded in Business Transformation, the foundation of the Yusen Logistics Group's future strategic direction. The Company continues to align its direction with the Group’s strategic planning initiatives, ensuring a level of shared understanding and a collaborative working approach between members of the Company. To support this, Directors of Yusen Logistics (Europe) B.V. continue to serve as members of the Company’s Board so that a broader effect of decision making is understood.

Directors’ training

The Company's Legal and Compliance programmes support the Company in operating sustainably and consistently with its values which includes leading with integrity and building enduring relationships. The Company's Legal advisors and Compliance team provides advice, guidance and support to management and works closely with them to provide training to our employees. Legal and Compliance provides support on a range of matters, including establishing policies and procedures, providing compliance training, communications and legal advice on compliance and business issues.

Employees and Directors of the Company, which include the Directors of the Company, are provided with regular Code of Business Conduct training. Certain employees, determined according to the risk profile of their role, undertake annual advanced compliance training covering Anti-Bribery, Anti-trust, Anti-Fraud and Anti-Theft. The training provided enables the Directors to be committed to operating the business to the highest ethical, moral and legal standards when making decisions and putting the Company’s core ethical values of integrity, honesty and respect for the law into practice in their daily duties.

During the year internal and external training sessions, were provided to Board members to support them in discharging their roles.

Board composition

The Company’s Board which comprises 6 Directors, collectively have a broad range of skills, knowledge and industry experience including general management, finance and legal to enable the Company to meet the needs of its business and for the Directors to each carry out their role and statutory duties to a high standard. The Board’s collective experience enables them to consider a broad range of stakeholders in their deliberations and decision making and align the decisions to the corporate purpose of the Company.

Before any Director is to be appointed to the Board, consultation is undertaken to ensure the composition of the Board is appropriate, taking into consideration the skills and experience of the appointee and the overall diversity mix.

Stakeholder engagement

The Directors continue to have regard to the interests of the company’s employees and other stakeholders including the impact on the community and the environment.

The Board regularly reviews the engagement with our principal stakeholders, and this is regularly reviewed through management information and direct engagement with the stakeholders themselves. The Board seeks to consider the needs and priorities of each stakeholder Company during its discussions and as part of its decision making.

The Board continues to develop its methods of engagement with employees, in particular their personal development, Health and Safety and staff benefits. The Board has instigated regular reviews and communications with the employees including surveys, activities, and confidential support.

Engagement with customers and suppliers is reviewed monthly through the Noel Topco Limited Board meeting. In addition, approval papers are prepared by management for Board approval and highlight relevant stakeholder considerations to be considered when making decisions.

Where a principal decision is to be made, an impact assessment will be undertaken by the Board or on its behalf, the results of which will be documented for recommendation to the Board. The impact assessment will provide an assessment of the impact of the principal decision on key stakeholders, how each key stakeholders’ interest was considered throughout the assessment process, details of any risks identified and resulting actions proposed to be taken to monitor and mitigate those risks and consideration of any potential impacts on the Company’s reputation and how that impact will be monitored. The Company maintains a stakeholder register, recording details of impact assessments and principal decisions made. On an annual basis, the Board will review and confirm the Company’s key stakeholders, recording how the Directors formed the opinion that they are key stakeholders.

Principal decisions

The Board have the necessary skills and experience required to identify the impacts of their decisions on the Company’s stakeholders, and where relevant, the likely consequences of the decisions in the long term.

Streamlined Energy and Carbon Reporting (SECR)

Global Freight Solutions takes its sustainability responsibilities seriously and aims to continuously improve its Environmental and Social performance.

Per the Streamlined Energy and Carbon Reporting (SECR) Framework the business is classified as a large unquoted company due to its size and shareholding structure.

Our report focuses on meeting the Energy and Carbon reporting obligations, and our findings will be monitored to drive improvement in these specific indicators. However Environmental and Social Governance (ESG) statistics have been produced and reviewed by the Group board on a quarterly basis since 2019.

Environmental and Social Governance

Environmental and Social Governance (ESG) statistics routinely monitored by the company include.

• Energy Efficiency

• Gender Diversity

• Fuel Efficiency (costs per 1000 parcels carried on GFS vehicles)

The company frequently reviews its environmental policy and those of our suppliers, with the aim of ensuring continuous improvement.

The company aims to use the way it procures energy to support the transition to a low carbon economy.

Reporting Period

Global Freight Solutions Limited is reporting for the financial year to 31st March 2025.

Measurement Methodology

Global Freight Solutions Limited's energy and carbon footprint covers Scope 1 and 2 emissions. The footprint is calculated in accordance with the Greenhouse Gas (GHG) Protocol.

Outputs are in kWh & CO2e using the most up to date conversions factors from the Department for Business, Energy & Industrial Strategy (BEIS).

Energy and Carbon Performance Results

Energy Performance Results

Carbon Performance Results

Intensity Ratio

Energy and Carbon Performance Results

The intensity ratio of carbon emissions per 1000 parcels shipped is broadly inline with prior years. The FY21 year was impacted by lower vehicle mileage due to the pandemic in 2021. GFS continues to utilise its operational solution, collecting parcels on the most efficient routings to minimise mileage and emissions.

Energy usage has also continued to decrease year on year. 2022 was impacted by an increased use of the GFS operational solution to ensure our customers continued to receive high levels of service delivery against a backdrop of an industry under strain due to post-Brexit and post-pandemic challenges.

In the year end 31st March 2025 GFS has continued to ensure that GFS vehicles only facilitate required journeys and have pro-actively enforced the use of online meetings (where appropriate) to minimise transport energy via unnecessary business mileage. Additionally, the number of hub sites has reduced, utilising facilities within the ILG Group, in order to reduce energy consumption.

GFS consolidates parcels collections as part of the operational solution it offers. This results in a single vehicle collection at customer sites rather than multiple carrier vehicles attending. This solution provides carrier partners with lower transport energy (and emissions) outputs, as multiple carrier vehicles do not have to attend customer locations to collect parcels.

Energy efficiency and management achievements;

• GFS introduced a single energy provider for the entire Group in 2019, which allowed for the focused and centralised management of energy usage and costs.

• GFS consolidated its property portfolio in 2020, and again in 2024, moving to a smaller head office site in Horsham, and closing warehouses in Chichester and Newbury, most recently consolidating into facilities within the ILG Group, thus reducing its overall carbon footprint.

The impact of the GFS operation is monitored at all levels of the business ensuring that the trailer fill is maximised in order to reduce fuel spend per parcel, an internal Environmental and Social Governance measure.

On behalf of the board

The Directors of Global Freight Solutions Limited (the “Company”) present their report and accounts for the year ended 31 March 2025. The accounts have been prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Policies), including Financial Reporting Standards 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

The principal activities of the Company are the provision of technology, carrier management and logistics services.

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

The results for the year are set out on page 15.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The company has granted an indemnity to its Directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 234 of the Companies Act 2006. Such qualifying third party indemnity remains in force as at the date of approving the Directors' report.

GFS will continue to follow its growth strategy, acquiring new clients by delivering excellent customer service and value through technology and flexible solutions. In addition, the Company will grow through developing new channels and partnerships and additional services to support existing customers. GFS will further develop its international business using partnerships and acquiring new clients through the existing sales force’s activities.

The Company will continue to invest in functions and technology to further develop its customer propositions. It will review existing technological solutions, updating and developing them to ensure they remain relevant and enhance value to both the customer and the Company.

The Directors have regard for the need to foster the company’s relationships with stakeholders. Key stakeholders are identified by determining those that are, or may be, materially affected by any event or decision made by the Board.

Key stakeholders are then engaged by the appropriate management following executive review of the risks or benefits to each relevant stakeholder Company.

The Company’s principal financial instruments include various financial assets and liabilities such as cash, trade debtors and trade creditors arising directly from its operations. The Company’s objectives are to convert a significant proportion of profits to cash, while treating suppliers and stakeholders fairly and ethically. The Company has processes and controls in place, including sufficient segregation of duties, to ensure that this objective is met.

The Company undertakes research and development utilising both internal and external resources. The subject and focus of the research and development is to both enhance existing products and develop new products.

The enhancement of existing products is underpinned by the principal of continuous improvement, ensuring that the product offering delivers the best service and functionality to satisfy the customer’s needs.

New product development is focused on delivering solutions to changes in the market, environment and technology to deliver value enhancing solutions.

The Company manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the Company has sufficient liquid resources to meet the operating needs of the business.

The Company is exposed to interest rate risk on its borrowings which are subject to interest at variable rate.

The Company’s principle foreign currency exposures arise from trading with overseas trade. However, the amounts concerned are minimal.

Investments of cash surpluses and borrowings are made through banks. Credit terms are only offered to credit-worthy customers. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

The Directors consider that the Company faces the usual pricing risk of any other company operating in a competitive, commercial environment. The Company seeks to minimise its exposure to input prices by agreeing appropriate terms with its suppliers that mitigate against changing prices over a period of time.

Going concern

The financial statements have been prepared on the going concern basis. The Directors have prepared forecasts and reviewed capital requirements for the 12 months from the date of approving these financial statements which indicate the business can continue to trade for at least 12 months from the date of approval of these financial statements.

This is in support of the assessment that the Company is a going concern.

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

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 Company’s auditor 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 Company’s auditor is aware of that information.

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 Financial Reporting Standard FRS102 The Financial Reporting Standard applicable in the UK and Republic of Ireland ("FRS102"). 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 in accordance with Section 10 of FRS102 and then apply them consistently;

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

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in FRS102 is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the company financial position and financial performance;

• in respect of the financial statements, state whether FRS102 have been followed, subject to any material departures disclosed and explained in the financial statements;

• in respect of the company financial statements, state whether FRS102 have been followed, subject to any material departures disclosed and explained in the financial statements; and

• 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.

Under applicable law and regulations, the directors are also responsible for preparing a strategic report and directors’ report, that comply with that law and those regulations. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website.

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;

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

• 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.

We have audited the financial statements of Global Freight Solutions Limited for the year ended 31 March 2025 which comprise the statement of comprehensive income, the Balance Sheet, the Statement of changes in equity and the related notes1 to 26, 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 FRS 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 company’s affairs as at 31 March 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 Auditor’s 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 12 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern.

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 this 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 the 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 directors’ report have been prepared in accordance with applicable legal requirements.

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 directors’ report.

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

• adequate accounting records have not been kept 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.

As explained more fully in the directors’ responsibilities statement set out on page 10, 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 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.

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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are Companies Act 2006, the reporting framework FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, Bribery Act 2010, Money Laundering Regulations 2017 and UK Tax Legislation. We understood how the company is complying with those frameworks by making and corroborating enquiries of management and those charged with governance to understand how the company maintains and communicates its policies and procedures in these areas. We corroborated our enquiries through review of the following documentation or performance of the following procedures:

• Obtaining an understanding of entity-level controls and considering the influence of the control environment;

• Obtaining an understanding of policies and procedures in place regarding compliance with laws and regulations, including how compliance with such policies is monitored and enforced; obtaining an understanding of management's process for identifying and responding to fraud risks, including programs and controls established to address risks identified or otherwise prevent, deter and detect fraud and how senior management monitors those programs and controls; and

• Review of board meeting minutes in the period and to the date of signing.

We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by discussion within the audit team which included:

• Identification of related parties, including circumstances related to the existence of a related party with dominant influence;

• Understanding the company's business and entity-level controls and considering the influence of the control environment; and

• Considering the nature of the account and our assessment of inherent risk for relevant assertions of significant accounts.

Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved testing of journal entries, with focus on manual journals, large or unusual transactions, or journals meeting our defined risk criteria based on our understanding of the business; reviewing accounting estimates for evidence of management bias; enquiring of members of senior management and those charged with governance regarding their knowledge of any non-compliance or potential non-compliance with laws and regulations that could affect the financial statements; and inspecting correspondence, if any, with the relevant licensing or regulatory authorities.

A further description of our responsibilities for the audit of the financial statements is located 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.

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

The Company had no other comprehensive income or loss other than the profit for the year of £3,109,245 (2024: £4,191,601).

Global Freight Solutions Ltd. is a private company limited by shares incorporated in England and Wales. The registered office is Riverside East, 2 Millsands, Sheffield, South Yorkshire, United Kingdom, S3 8DT.

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 presentation and functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This 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:

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

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

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

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

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Global Freight Solutions Ltd. is a wholly owned subsidiary of Noel Topco Limited and the results of Global Freight Solutions Ltd. are included in the consolidated financial statements of Noel Topco Limited which are available from Companies House.

The financial statements have been prepared on the going concern basis. The Directors have prepared forecasts and reviewed capital requirements which indicate the business can continue trade for at least 12 months from the date of approval of these financial statements.true

Turnover represents amounts receivable for services net of VAT and trade discounts.

Revenue is recognised at the point the parcel is despatched by the customer.

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

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

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:

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.

During the year the directors have reviewed the depreciation rates and changed these to straight line from reducing balance for FF&E and motor vehicles. This is to bring in line with the rest of the group. This has been applied prospectively as a change in estimation.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

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

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

The 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, 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.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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

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

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

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

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

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, 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 receipts 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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company 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 company.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the 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 when the company has 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.

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 company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

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

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

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

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.

Research and development

Research expenditure is written off to the profit and loss account in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is capitalised and amortised over the period during which the company is expected to benefit.

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

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

The following judgements have had the most significant effect on amounts recognised in the financial statements.

Development costs of £1,335,197 have been capitalised in the year to 31 March 2025 (2024 - £1,316,812). Management's judgement is that these costs should be capitalised as future economic benefits will be derived.

An analysis of the company's turnover is as follows:

The exceptional costs incurred in 2025 are the write off of intercompany loan. The costs in 2024 related to restructuring, consultancy fees, professional fees and one off projects.

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

Their aggregate remuneration comprised:

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:

More information on impairment movements in the year is given in note .

Tangible fixed assets includes assets held under finance leases or hire purchase contracts, as follows:

The depreciation charge relating to assets held under finance leases during the year was £18,123 (2024 - £43,496).

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

Amounts owed by group are fully impaired as the company is ceasing trading post year end.

Amounts owed to group undertakings do not attract interest but the balance is repayable on demand.

Finance lease payments represent rentals payable by the company for certain items of tangible assets. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The lease term is usually around 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

The finance lease was repaid in the year.

Net obligations under finance leases and hire purchase contracts are secured by fixed charges on the assets concerned.

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Contributions totalling £nil (2024: £nil) were payable at the year end and are included in creditors.

The parent company, Noel Topco Limited acts as a guarantor in respect of the group related party receivable balances given in Note 16. At 31 March 2025, £15.5m (2924: £12.3m) was receivable from group related parties.

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

The company has taken advantage of the exemption in FRS 102 Section 33.1A to not disclose transactions with wholly owned group entities.

The immediate parent company is Global Freight Solutions (Holdings) Limited, registered office: C/o Irwin Mitchell LLP, Riverside East, 2 Millsands, Sheffield, South Yorkshire, United Kingdom, S3 8DT.

The ultimate parent company is Nippon Yusen Kabushki Kaisha, incorporated in Japan. The Company's ultimate controlling party is the same as the ultimate parent company. The consolidated financial statements of this group are available to the public and may be obtained from the registered head office, 3-2, Marunouchi 2-chome, Chiyoda-Ku, Tokyo, 100-0005 Japan.

The following are the parents of the largest and smallest groups in which this company's results are consolidated:

In accordance with the requirements of UK GAAP FRS 102, the Company has identified a restatement in the recognition of revenue for the fiscal year ended 31 March 2024. The restatement relates to the classification of revenue as gross versus net, which has resulted in an overstatement of revenue and corresponding expenses recorded in cost of sales.

During the preparation of the current year financial statements, it was determined that custom charges were incorrectly recognised on a gross basis rather than on a net basis. Specifically, the Company recorded total sales amounts without appropriately deducting related custom charges, which should have been recognised as a reduction of revenue.

The restatement has resulted in a decrease in previously reported revenue and cost of sales for the financial year ended 31 March 2024. Consequently, and given the significance of these amounts to the current and prior period financial statements, in preparing the 2025 statutory financial statements the directors have restated the comparative figures for the year ended FY 2024 to correct for the effect of the inappropriate recognition of revenue as above.