REGISTERED NUMBER: 09539301 (England and Wales)

GBA Group Limited

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31st March 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

C Judah

Y Judah

M Simpson

REGISTERED OFFICE:

Meridian House

Alexandra Dock North

Grimsby

DN31 3UA

REGISTERED NUMBER:

09539301 (England and Wales)

AUDITORS:

Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

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

FAIR REVIEW OF THE BUSINESS

The company's only activity is to act as the holding company for GBA (Holdings) Limited, its only direct investment, as such it does not trade.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risk is the trading of the subsidiaries and possible impairment of the investments. The Board works closely with its management team to anticipate and monitor all financial risks in order to plan and react accordingly to ensure there is minimal effect on the financial performance of the company.

SECTION 172(1) STATEMENT

The directors of the Company have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the matters set out in section 172(1)(a)-(f) of the Companies Act 2006.

The Company is a passive intermediate holding company. Its principal activity is the ownership of investments in subsidiary undertakings and the provision of governance and oversight within the wider Group. The Company has no employees and does not carry out trading operations. As a result, the nature and extent of the Company's stakeholders and the way the directors engage with them differ from those of the trading subsidiaries.

Long term consequences of decisions

The directors consider the long term impact of decisions primarily in the context of the Group's overall structure, financing, and strategic direction. Key decisions during the year related to maintaining an appropriate capital structure, supporting subsidiary undertakings, and ensuring the Company continues to fulfil its role within the Group efficiently and sustainably.

Employees

The Company has no employees. However, the directors remain mindful of the interests and wellbeing of employees across the wider Group when making decisions that may influence Group strategy, funding, or governance.

Relationships with suppliers, customers and others

The Company has limited direct relationships with external stakeholders. Its principal external stakeholders are professional advisers, lenders (where applicable), and trade creditors arising from occasional asset or investment-related transactions. The directors engage with these stakeholders through regular communication, adherence to contractual obligations, and maintaining high standards of financial reporting and governance.

Impact on the community and the environment

Given the Company's passive nature, its direct environmental and community impact is minimal. The directors nevertheless consider the Group's broader environmental, social and governance (ESG) commitments when approving significant investments or structural changes, ensuring alignment with the Group's sustainability objectives.

Reputation for high standards of business conduct

The directors recognise the importance of maintaining the Company's reputation for strong governance, transparency, and compliance. The Company follows the Group's governance framework, internal control environment, and risk management processes to ensure decisions are taken responsibly and in accordance with legal and regulatory requirements.

DEVELOPMENT AND PERFORMANCE

The company will continue as a holding and management company and continue to support other group companies.

KEY PERFORMANCE INDICATORS

The company monitors the performance of the subsidiary companies. As the company is a holding and management company only, the directors do not consider there to be any critical key performance indicators.

INFLATION

Levels of inflation continue to be monitored by the group, with susceptible areas of the business receiving increased focus on cost control and, where required, renegotiation of price.

With contracts and service lines varied across the group, certain areas are naturally more exposed to such pressures in comparison to those in which structural protection (e.g. energy escalator mechanisms) exist. The Directors remain satisfied with the responsiveness of the group from both an operational and commercial perspective with regard to cost management and pricing methodologies, and continue to act both swiftly and prudently.

ON BEHALF OF THE BOARD:

C Judah - Director

22nd December 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company continued to be that of a holding company.

DIVIDENDS

Ordinary dividends were paid amounting to £2,042,500 (2024: £1,464,048). The directors do not recommend payment of a final dividend.

DIRECTORS

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

C Judah

Y Judah

M Simpson

Qualifying third party indemnity provisions.

The group has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

STRATEGIC REPORT

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's

strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect future developments, employee information and engagement with others.

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.

CARBON REPORTING

The company is exempt from carbon reporting obligations as they are covered by their intermediate parent Ensco 1330 Limited's group report.

DIRECTORS' RESPONSIBILITIES STATEMENT

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Smailes Goldie, will be proposed for re-appointment in accordance with section 485 of the Companies Act 2006.

ON BEHALF OF THE BOARD:

C Judah - Director

22nd December 2025

Opinion

We have audited the financial statements of GBA Group Limited (the 'company') for the year ended 31st March 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31st 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the United Kingdom Accounting Standards FRS 102, the Companies Act 2006 and tax legislation. We also considered those laws and regulations that may have an indirect material effect on the financial statements including data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions;

-

assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-

investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

reading the minutes of meetings of those charged with governance;

-

enquiring of management as to actual and potential litigation and claims; and

-

reviewing correspondence with relevant regulators and the company's legal advisors.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Matthew Fox FCCA (Senior Statutory Auditor)

for and on behalf of Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

23rd December 2025

TURNOVER

-

-

OPERATING PROFIT

-

-

Income from shares in group undertakings

4

2,042,500

1,464,048

PROFIT BEFORE TAXATION

2,042,500

1,464,048

Tax on profit

5

-

-

PROFIT FOR THE FINANCIAL YEAR

2,042,500

1,464,048

FIXED ASSETS

Investments

7

200

200

CURRENT ASSETS

Debtors

8

8,266

617,533

CREDITORS

Amounts falling due within one year

9

8,234

617,501

NET CURRENT ASSETS

32

32

TOTAL ASSETS LESS CURRENT LIABILITIES

232

232

CAPITAL AND RESERVES

Called up share capital

10

200

200

Retained earnings

11

32

32

SHAREHOLDERS' FUNDS

232

232

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

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st April 2023

200

32

232

Changes in equity

Dividends

-

(1,464,048

)

(1,464,048

)

Total comprehensive income

-

1,464,048

1,464,048

Balance at 31st March 2024

200

32

232

Changes in equity

Dividends

-

(2,042,500

)

(2,042,500

)

Total comprehensive income

-

2,042,500

2,042,500

Balance at 31st March 2025

200

32

232

1.	COMPANY INFORMATION

GBA Group 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.

The company's principal activities and nature of its operations are disclosed in the Directors' Report.

2.	ACCOUNTING POLICIES

Going concern

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

The 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.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

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.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Judgements and key sources of estimation uncertainty

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.

In the opinion of the directors there are no critical accounting judgements or key sources of estimation uncertainty at the balance sheet date.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31st March 2025 nor for the year ended 31st March 2024.

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

2025

2024

Directors

3

3

2025

2024

£

£

Directors' remuneration

-

-

4.

INCOME FROM SHARES IN GROUP UNDERTAKINGS

2025

2024

£

£

Shares in group undertakings

2,042,500

1,464,048

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31st March 2025 nor for the year ended 31st March 2024.

Reconciliation of total tax charge included in profit and loss

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

2025

2024

£

£

Profit before tax

2,042,500

1,464,048

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

510,625

366,012

Effects of:

Dividend income

(510,625

)

(366,012

)

Total tax charge

-

-

6.

DIVIDENDS

Dividend income is recognised when the company's right to receive payment is established.

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1st April 2024

and 31st March 2025

200

NET BOOK VALUE

At 31st March 2025

200

At 31st March 2024

200

Name of Undertaking

Address

Nature of Business

Class ofShares Held

Direct

% Held Indirect

GBA (Holdings) Limited

1

Holding company

Ordinary

95.00

-

G.B. Agencies Limited

1

Shipping agents

Ordinary

-

95.00

G.B. Terminals Limited

1

Terminal managers and operators

Ordinary

-

95.00

GBA Transport Limited

1

Vehicle transportation

Ordinary

-

95.00

G.B. Shipping & Forwarding Limited

1

Freight forwarding

Ordinary

-

95.00

Euro Terminal Limited

1

Dormant

Ordinary

-

95.00

G.B. Motorships Limited

1

Dormant

Ordinary

-

95.00

GBA Logistics India PVT Limited

2

Terminal services

Ordinary

-

95.00

Registered office addresses (all UK unless otherwise indicated):

1 Meridian House, Alexandra Dock North, Grimsby, North East Lincolnshire, DN31 3UA

2 Shop No. 03, Shriniwas Co. Op Society, Plot no.RH81, G Block, 411019 Pune, India

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

8,066

617,333

Other debtors

200

200

8,266

617,533

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

8,234

617,501

10.	CALLED UP SHARE CAPITAL

The company's ordinary shares, which carry no right to fixed income, each carry the right to one vote at general meetings of the company.

11.

RESERVES

Profit and loss reserves

The profit and loss reserve records the cumulative profit and loss net of distribution to shareholders.

12.	FINANCIAL COMMITMENTS, GUARANTEES AND CONTINGENT LIABILITIES

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

13.	ULTIMATE CONTROLLING PARTY

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

The directors regard Ensco 1331 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.

The largest group in which the company's results are consolidated is that of Enstco 22 Limited. Enstco 22 Limited financial statements are available from it's registered office, 3 Bunhill Row, London, England, EC1Y 8YZ.