REGISTERED NUMBER: 01764882 (England and Wales)

G.B. Agencies Limited

Financial Statements for the Year Ended 31st March 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

C Judah

Y Judah

M Simpson

REGISTERED OFFICE:

Meridian House

Alexandra Dock North

Grimsby

NE Lincolnshire

DN31 3UA

REGISTERED NUMBER:

01764882 (England and Wales)

AUDITORS:

Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

FIXED ASSETS

Intangible assets

3

154,298

-

Tangible assets

4

1,842,477

2,432,294

Investments

5

57,229

47,762

2,054,004

2,480,056

CURRENT ASSETS

Debtors

6

6,210,203

5,197,815

Cash at bank

2,032,222

1,354,124

8,242,425

6,551,939

CREDITORS

Amounts falling due within one year

7

4,383,617

4,408,477

NET CURRENT ASSETS

3,858,808

2,143,462

TOTAL ASSETS LESS CURRENT LIABILITIES

5,912,812

4,623,518

PROVISIONS FOR LIABILITIES

9

450,000

450,000

NET ASSETS

5,462,812

4,173,518

CAPITAL AND RESERVES

Called up share capital

10

2

2

Retained earnings

5,462,810

4,173,516

SHAREHOLDERS' FUNDS

5,462,812

4,173,518

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

In accordance with Section 444 of the Companies Act 2006, the Statement of Income and Retained Earnings has not been delivered.

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

C Judah - Director

1.	ACCOUNTING POLICIES

Basis of preparing the financial statements

G.B. Agencies Limited is a private company limited by shares and is registered and incorporated in England and Wales. The registered office is Meridian House, Alexandra Dock North, Grimsby, North East Lincolnshire, DN31 3UA.

Accounting convention

These financial statements have been prepared in accordance with FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

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

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.

The financial statements of the company are consolidated in the financial statements of Ensco 1330 Limited. These consolidated financial statements are available from its registered office, Meridian House, Alexandra Dock North, Grimsby, North East Lincolnshire, DN31 3UA.

Going concern

The directors have prepared the 31 March 2025 financial statements on a going concern basis. In recent years, the company's activities have increased on the backdrop of further recovery and stabilisation of vehicle supply. In light of relatively volatile inflationary and regulatory costs, the company has been increasingly selective in respect to those services and contracts with which it engages, ensuring long term economic sustainability.

The directors are of the opinion that the company has sufficient resources to continue as a going concern after considering the above issues. The directors have taken appropriate steps to mitigate the impacts of changing macro-economic conditions on the company's trading activity and cash flow. They therefore believe that the company has adequate resources available to meet its liabilities as they fall due allowing the company to continue in operational existence for a period of at least twelve months from the date of the approval of these financial statements.

Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

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

Revenue is recognised over the rental period or the period in which management services are provided.

Intangible Assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised on a straight line basis at 20% per year.

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

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

Freehold land

No depreciation charged

Leasehold property

5% on cost and 14 years straight line

Plant and machinery

20% reducing balance and 25% on cost

Fixtures and fittings

15% reducing balance

Computer equipment

20% on cost

Motor vehicles

7 year straight line

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.

Assets under construction are carried at cost, less any identified impairment loss. Depreciation commences when the assets are ready for their intended use.

Investments in subsidiaries

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.

Other investments are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Changes in fair value are recognised in profit or loss. Transaction costs are expensed to profit or loss as incurred.

Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

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.

Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include trade and other debtors, amounts owed by group undertakings 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 financial asset is measured at the present value of the future receipts discounted at a market rate of interest.

Other financial assets

Other financial assets, including trade investments, 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.

Impairment of financial assets

Financial assets 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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the 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.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including trade and other creditors, and amounts owed to group undertakings, 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.

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

Derecognition of financial liabilities

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

Equity instruments

Equity instruments issued by the company are recorded at the fair value of 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.

Taxation

The tax expense represents the sum of the current tax expense and deferred tax expense. Current tax assets are recognised when tax paid exceeds the tax payable. Current and deferred tax is charged or credited to profit or loss.

Current tax assets and current tax liabilities and deferred tax assets and deferred tax liabilities are offset, if and only if, there is a legally enforceable right to set off the amounts and the entity intends either to settle on the net basis or to realise the asset and settle the liability simultaneously.

Current tax is based on taxable profit for the year. Current tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled based on tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax liabilities are recognised in respect of all timing differences that exist at the reporting date. Timing differences are differences between taxable profits and total comprehensive income that arise from the inclusion of income and expenses in tax assessments in different periods from their recognition in the financial statements. Deferred tax assets are recognised only to the extent that it is probable that they will be recovered by the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is recognised on income and expenses from subsidiaries that will be assessed to or allow for tax in a future period except where the company is able to control the reversal of the timing difference and it is probable that the timing difference will not reverse in the foreseeable future.

Foreign currencies

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

Hire purchase and leasing commitments

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 statement of financial position 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.

Pension costs and other post-retirement benefits

For defined contribution schemes the amount charged to profit or loss is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments.

Provisions

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

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

2.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 45 (2024 - 39 ) .

3.	INTANGIBLE FIXED ASSETS

Computer

software

£

COST

Additions

5,040

Reclassification/transfer

194,656

At 31st March 2025

199,696

AMORTISATION

Amortisation for year

19,028

Reclassification/transfer

26,370

At 31st March 2025

45,398

NET BOOK VALUE

At 31st March 2025

154,298

4.	TANGIBLE FIXED ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 1st April 2024

978,529

10,763,101

11,741,630

Additions

-

184,316

184,316

Disposals

-

(716,695

)

(716,695

)

Reclassification/transfer

-

(194,656

)

(194,656

)

At 31st March 2025

978,529

10,036,066

11,014,595

DEPRECIATION

At 1st April 2024

75,794

9,233,542

9,309,336

Charge for year

102

605,745

605,847

Eliminated on disposal

-

(716,695

)

(716,695

)

Reclassification/transfer

-

(26,370

)

(26,370

)

At 31st March 2025

75,896

9,096,222

9,172,118

NET BOOK VALUE

At 31st March 2025

902,633

939,844

1,842,477

At 31st March 2024

902,735

1,529,559

2,432,294

Included in the cost of land and buildings is freehold land of £902,632 (2024: £902,632) which is not

depreciated.

5.	FIXED ASSET INVESTMENTS

Shares in

group

Listed

undertakings

investments

Totals

£

£

£

COST OR VALUATION

At 1st April 2024

3

47,759

47,762

Revaluations

-

9,467

9,467

At 31st March 2025

3

57,226

57,229

NET BOOK VALUE

At 31st March 2025

3

57,226

57,229

At 31st March 2024

3

47,759

47,762

The fair value of listed equity investments (all listed on the London Stock Exchange), are based on the quoted market prices for the equity shares using the current bid price and were valued at £57,266 (2024: 47,759)

The company's investments at the Balance Sheet date in the share capital of companies include the following:

GB Motorships Limited

Registered office: Meridian House, Alexandra Dock North, Grimsby, North East Lincolnshire, DN31 3UA

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

GB Shipping & Forwarding Limited

Registered office: Meridian House, Alexandra Dock North, Grimsby, North East Lincolnshire, DN31 3UA

Nature of business: Freight forwarding

%

Class of shares:

holding

Ordinary

100.00

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

3,245,180

3,533,497

Amounts owed by group undertakings

291,341

135,735

Other debtors

2,673,682

1,528,583

6,210,203

5,197,815

Included within other debtors is a deferred tax asset of £162,083 (2024: £171,682).

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

2,608,975

2,586,687

Amounts owed to group undertakings

1,138,101

1,265,296

Taxation and social security

417,181

257,036

Other creditors

219,360

299,458

4,383,617

4,408,477

8.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

1,691,726

1,201,159

Between one and five years

2,965,115

4,839,642

4,656,841

6,040,801

Included in the amounts above are lease commitments which are recharged onto fellow group undertakings of £1,586,718 (2024: £1,123,064) due within one year. £2,511,454 (2024: £4,539,683) due between one and five years and £nil (2024: nil) due after five years.

9.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Other provisions

450,000

450,000

Other

provisions

£

Balance at 1st April 2024

450,000

Balance at 31st March 2025

450,000

Information on other provisions has not been disclosed as it is commercially sensitive.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

2

Ordinary share capital

£1

2

2

11.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Matthew Fox FCCA (Senior Statutory Auditor)

for and on behalf of Smailes Goldie

12.	FINANCIAL COMMITMENTS, GUARANTEES AND CONTINGENT LIABILITIES

The company is party to a cross guarantee with other group companies on loans taken out by Ensco 1331 Limited. The total amount guaranteed is £4,003,750.

13.	RETIREMENT BENEFIT SCHEME

The company are participating employers in the Merchant Navy Officers' Pension Fun (MNOPF) which is a defined benefit scheme closed to new members. The company could still be required to make contributions against any deficit. The actuarial valuation, which was carried out at 31 March 2024, showed a gross deficit of £18m at the valuation date and that the market value of the assets of £1,956m covered 99% of the value of the liabilities. At 31 March 2024 the basic liability share attributed to the company is 0.02171%.

In March 2016, the MNOPF scheme closed to future accrual.

The company's share of the defined benefit scheme liability is not considered to be material to the company, therefore disclosures, assets, liabilities and movements within the statement of comprehensive income have not been recognised in these financial statements.

14.	ULTIMATE CONTROLLING PARTY

The Directors consider the controlling party to be C Judah, a director of the company.

The directors regard GBA (Holdings) Limited, a company incorporated in England and Wales, as the company's immediate parent undertaking.

The directors consider the ultimate parent undertaking to be Enstco 22 Limited, a company incorporated in England and Wales.

The smallest group in which the company's results are consolidated is that of Ensco 1330 Limited. Ensco 1330 Limited financial statements are available from it's registered office, Meridian House, Alexandra Dock North, Grimsby, North East Lincolnshire, DN31 3UA.