The Directors of Noel Topco Limited (“the Company”) present their strategic report for the year ended 31 March 2025.
Noel Topco is the holding Company for a Group (the “Group”) of companies engaged in the provision of technology-enabled carrier management services predominantly to internet retailers operating both domestically and internationally. The Group has several locations geographically situated to give the most economic and seamless service to its customer base. The Group had 2 entities operating in the period which were Global Freight Solutions (GFS) Limited and Intermail Limited.
On 20th February 2024, 100% of the share capital of Noel Topco 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 Global Freight Solutions Limited 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.
On 1st June 2024, after a thorough evaluation, a consultation period was entered into regarding a proposed structured closure of Intermail Limited. By 30th September 2024 Intermail ceased trading and all employees had exited the business or transferred to roles within Global Freight Solutions Limited.
Global Freight Solutions Limited
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.
Fulfilment services
Intermail Limited was acquired by Global Freight Solutions Limited in 2015. Intermail Limited provided a delivery fulfilment outsourcing solution to their customers. Services included a range of order management, warehousing, picking, packaging, and fulfilment services. These businesses aimed to provide their services to small and medium sized internet retailers.
On 1st June 2024, after a thorough evaluation, a consultation period was entered into regarding a proposed structured closure of Intermail Limited. By 30th September 2024 Intermail ceased trading and all employees had exited the business or transferred to roles within Global Freight Solutions Limited.
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 the performance. Increasing the profile of the GFS brand has been a strategic goal for the business during the year. 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.
Whilst outside the Group’s control the economic climate, naturally, has some impact on its business. Many of the Groups 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 particular in respect of Inflation and Interest rates, 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 Group 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 Group 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 Group 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 pages 7 and 8.
Principal activities
The principal activities of the Group are the provision of technology, carrier management and logistics services.
The Directors are satisfied with the results of Noel Topco Limited for the 12 months ended 31 March 2025.
Within Global Freight Solutions Limited, 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 (+0.4%). 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
On 1st June 2024, after a thorough evaluation, a consultation period was entered into regarding a proposed structured closure of Intermail Limited. By 30th September 2024 Intermail ceased trading and all employees had exited the business or transferred to roles within Global Freight Solutions Limited. The financial statements for year ending 31st March 2025 include costs of £1.3m relating to the structured closure process. This includes a provision for an onerous property lease that will expire in July 2025.
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, EBITDA measured as a percentage of revenue and parcel volumes.
Turnover - £73,019,842(2024: £73,146,035)
Gross profit margin – 22.1% (2024: 22.0%)
EBITDA margin – 6.4% (2024: 6.8%)
Parcel volumes – 15,455,373 (2024: 14,637,643)
Reconciliation of operating profit to EBITDA margin
2025 2024
Profit / (Loss) for financial period £1,264,223 (£1,130,428)
Add back:
Taxation £805,558 £46,347
Interest £1,079,911 £3,614,355
Depreciation £315,565 £311,481
Amortisation £1,234,179 £764,246
Exceptional costs - £1,341,186
EBITDA £4,699,436 £4,947,187
EBITDA margin 6.4% 6.8%
In addition, the Board also monitors other non-financial KPIs which include:
Customer service performance
Carrier partner 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 group frequently reviews its environmental policy and those of our suppliers, with the aim of ensuring continuous improvement.
The group aims to use the way it procures energy to support the transition to a low carbon economy.
Reporting Period
Noel TOPCO is reporting for the financial year to 31st March 2025.
Measurement Methodology
Noel TOPCO Limited 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 Performance Results
Energy Use (Kwh) | 2025 | 2024 | 2023 | 2022 | 2021 |
Electricity Energy | 98,918 | 136,755 | 142,605 | 152,337 | 161,046 |
Gas Energy | 202,992 | 232,606 | 189,528 | 175,628 | 179,203 |
Transport Energy | 322,770 | 316,163 | 412,306 | 657,410 | 461,374 |
Total | 624,680 | 685,544 | 744,439 | 985,375 | 801,623 |
Carbon Performance Results
Carbon Dioxide Equivalent Emissions (T/C02e) | 2025 | 2024 | 2023 | 2022 | 2021 |
Scope 1 | 158.47 | 145.74 | 165.93 | 202.29 | 152.5 |
Scope 2 | 20.48 | 28.32 | 27.58 | 32.35 | 37.54 |
Total | 178.95 | 174.06 | 193.51 | 234.64 | 190.04 |
Intensity Ratio
| 2025 | 2024 | 2023 | 2022 | 2021 |
(T/C02e) / 1,000 parcels shipped | 0.012 | 0.011 | 0.012 | 0.013 | 0.009 |
The intensity ratio of carbon emissions per 1000 parcels shipped lowered for the 2nd successive year. The FY21 year was impacted by lower vehicle mileage due to the pandemic in 2021. Therefore the comparison with 2020 is a more useful comparison.
Energy usage and emissions have decreased year on year. 2022 was impacted by an increased use in the GFS operational solution in order 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, 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 in turn 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
Noel TOPCO introduced a single energy provider for the entire Group in 2019, which allowed for the focused and centralised management of energy usage and costs.
Noel TOPCO consolidated its property portfolio in 2020, moving to a smaller head office site in Horsham, and discontinuing the lease of a Warehouse in Chichester reducing its overall carbon footprint.
The impact of the Group 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.
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.
Directors’ training
The Group's Legal and Compliance programmes support the Group in operating sustainably and consistently with its values which includes leading with integrity and building enduring relationships. The Group'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 Group, 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 Group’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 2 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 Group 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.
On behalf of the board
The Directors of Noel Topco 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 results for the year are set out on page 15.
No ordinary dividends were paid. The directors do not recommend payment of a dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
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.
The Group's principal financial instruments include various financial assets and liabilities such as cash, trade debtors and trade creditors arising directly from its operations. The Group's objectives are to convert a significant proportion of profits to cash, while treating suppliers and stakeholders fairly and ethically. The Group has processes and controls in place, including sufficient segregation of duties, to ensure that this objective is met.
The Group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the Group has sufficient liquid resources to meet the operating needs of the business.
The Group is exposed to interest rate risk on its bank borrowings which are subject to interest at variable rate.
The Group's principle foreign currency exposures arise from 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 Group faces the usual pricing risk of any other Group operating in a competitive, commercial environment. The Group 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.
The ILG Loan has a repayment date of February 2026. However, on 4 November 2025, a letter was issued by ILG confirming an extension until at least August 2027.
The Group 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 principle of continuous improvement, ensuring that the product offering delivers the best service and functionality to satisfy the customers’ needs.
New product development is focused on delivering solutions to changes in the market, environment and technology to deliver value enhancing solutions.
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 Group.
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, GFS 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.
GFS 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 Group.
On 1st June 2024, after a thorough evaluation, a consultation period was entered into regarding a proposed structured closure of Intermail Limited. By 30th September 2024 Intermail ceased trading and all employees had exited the business or transferred to roles within Global Freight Solutions Limited.
The auditor, Ernst & Young LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Details have been provided in the Strategic Report.
We have audited the financial statements of Noel Topco Limited (‘the parent company’) and its subsidiaries (the ‘group’) for the year ended 31 March 2025 which comprise the group statement of comprehensive income, the group and parent company Balance Sheet, group Statement of cash flows, the group Statement of comprehensive income, the group and parent Statement of changes in equity and the related notes 1 to 32, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
Basis for 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 and parent 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 group’s ability to continue as a going concern.
Other information
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.
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.
Our approach was as follows:
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 Noel Topco Limited is complying with those frameworks by 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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £767,384 (2024 - £1,297,557 loss).
Noel Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Riverside East, 2 Millsands, Sheffield, South Yorkshire, United Kingdom, S3 8DT.
The group consists of Noel Topco Limited and all of its subsidiaries.
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.
The 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:
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
the disclosure requirements of Section 11 paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c) in respect of financial instruments of the parent (as equivalent disclosures are included in respect of the consolidated financial statements); and
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
The consolidated financial statements incorporate those of Noel Topco Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.
All financial statements are made up to 31 March 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.
Subsidiaries are entities controlled by the group. The group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over an entity. In assessing control, the group takes into consideration potential voting rights that are currently exercisable. The financial statements of the subsidiaries are included in the consolidated financial statements from the date control commences and are consolidated until the date that such control ceases.
The consolidated financial statements include the results of all subsidiaries owned by Noel Topco Limited as listed in note 16 of the annual financial statements. Certain companies of these subsidiaries, which are listed in note 16, have taken exemption from an audit for the year ended 31 March 2025 permitted by section 479A of Companies Act 2006. In order to allow these subsidiaries to take the audit exemption, the parent company has given a statutory guarantee, in line with section 479C of Companies Act 2006, of all the outstanding net liabilities as at 31 March 2025.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
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 to trade for at least 12 months from the date of approval of these financial statements.
The group completed a refinancing process during the prior year. As a result, the company continues to be financed through intercompany funding. The company relies on its trading subsidiaries to meet its interest commitments. The ILG Loan has a repayment date of February 2026. However, on 4 November 2025, a letter was issued by ILG confirming an extension until at least August 2027.
Turnover represents amounts receivable for carrier management and logistical services provided net of VAT and trade discounts.
Revenue is recognised at the point the parcel is delivered to the customer.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
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.
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.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
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.
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.
For fixed assets other than goodwill, 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.
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.
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.
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 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.
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, 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 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
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 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 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.
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 asset's 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 leased 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 are included in the profit and loss account for the period. One of the subsidiary companies is based in Greece and trades in Euros.
The assets and liabilities of the group's foreign operations are translated at exchange rates prevailing at the balance sheet date. Profits and losses are translated at the average exchange rate for the relevant accounting period. Exchange differences arising are recognised in the group statement of comprehensive income and are included in the group's translation reserve.
Exceptional costs
Exceptional costs are those which are considered non-recurring, and outside of the day to day operations of the business.
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.
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.
Capitalisation of development costs
Development costs of £1,335,197 have been capitalised in the year to 31 March 2025 (2024 - £1,146,930). Management's judgement is that these costs should be capitalised as future economic benefits will be derived.
During 2024, the exceptional costs incurred during the year included, onerous lease provision (£501,874), asset impairments (£64,953), restructuring costs (£20,985), consultancy on group sale (£332,802), professional fees (£67,576), and one off fees in relation to early bank loan settlement (£352,995).
Other exceptional costs include employment costs and logistics reporting.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.
In the prior year assets have been impaired as these related to the trading in Intermail Limited, which a decision has been made to cease operations post year end.
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
The depreciation charge for the year in respect of leased assets was £nil (2024 - £43,496).
Details of the company's subsidiaries at 31 March 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
Global Freight Solutions (Holding) Limited (company number 08359281), GFS Technology Limited (company 09432579), GFS Logistics Limited (company number 09432521), Noel Bidco Limited (company number 10595873), Noel Cleanco Limited (company number 10595783 and Noel Midco Limited (company number 10595639) are exempt from preparing individual audited accounts by virtue of section 479A of the Companies Act 2006 for the period ended 31 March 2025. In order to obtain the the above exemption Noel Topco Limited has guaranteed the outstanding liabilities to which the above companies are subject to at 31 March 2025.
Amounts owed by Noel Bidco, and Noel Midco attract interest at 10% per annum. Amounts owed by other group undertakings do not attract interest and are repayable on demand.
Amounts owed by group undertakings in the Company include accrued interest of £5,570,687 (2024 - £4,545,095).
Amounts owed to Noel Midco attract interest at 10% per annum. Amounts owed to other group undertakings do not attract interest and are repayable on demand.
Also included in amounts owed to group undertakings is a loan from International Logistics Group Ltd of £18,783,999 which attracts interest 6.23% per annum. The loan has a repayment date of February 2025. Post year end this has been extended until August 2027 with an interest rate of 5.39%.
Amounts owed to group undertakings in the Company creditors include accrued interest of £nil (2024 - £639,502).
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. 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.
A provision for onerous leases was made for those that relate to the trading in its subsidiary Intermail Limited, which a decision was made to cease operations during the prior year.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
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 outstanding at the year end date total £nil (2024 - £nil).
A shares have 10 votes per share and B shares have 17 votes per share.
Otherwise, they rank pari passu.
The Company acts as a guarantor in respect of the group related party receivable balances in respect of Global Freight Solutions Ltd. At 31 March 2025, £15.5m (2024: £12.3m) was receivable from group related parties.
Under sections 394A and 479A of the Companies Act 2006, the parent company Noel Topco Limited has guaranteed all outstanding liabilities on those companies taking the exemption to which the subsidiaries list in note 16 were subject to at the 31 March 2025 until they are satisfied in full. These liabilities total £70.5m. Such guarantees are enforceable against Noel Topco Limited by any person to whom any such liability is due.
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:
The group procured consultancy services from Craven Corporation Limited, a company controlled by a common director. The amount procured in the year was £nil (2024 - £75,404).
The group procured monitoring services from Phoenix Equity Partners Limited, a company with common directors. The amount procured in the year was £nil (2024 - £27,230).
Key management remuneration (paid to directors) during the year totalled £516,330 (2024 - £1,950,804).
In accordance with the requirements of UK GAAP FRS 102, the Group 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 recognised on a gross basis rather than on a net basis. Specifically, the Group 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.