Cargo Management & Logistics Holdings Limited

	Page
Strategic Report	1
Directors' Report	2—3
Independent Auditor's Report	4—6
Consolidated Statement of Comprehensive Income	7
Consolidated Statement of Financial Position	8
Company Statement of Financial Position	9
Consolidated Statement of Changes in Equity	10
Consolidated Statement of Cash Flows	11
Notes to the Consolidated Statement of Cash Flows	12
Notes to the Financial Statements	13—22

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

Principal Activity

The group's principal activity continues to be that of the organisation of cargo transport on behalf of customers to and from East, Central and Southern Africa.

Review of the Business

2024/25 business activities continued in a very similar level to the previous year. Whilst there was a very moderate decline in turnover and gross margin, business levels remained solid and constant throughout the year. The main change in 2024/25 was that business overheads increased by approx. 12%, mainly due to higher-than-normal inflation and some bad debts were recorded, which reduced operating profit for the year versus previous year. Post this financial period, some of the business activities are expected to decline, in particular Bulk Metals, as the marketplace in 2025/26 is restricting movement on these commodities for some of our main customers’.

Key KPI's	2025	2024
	$	$
Revenue	27.333m	28.188m
Gross profit	3.143m	3.307m
Profit before taxation	1.475m	1.834m

Principal Risks and Uncertainties

The Directors have a strong emphasis on risk management which endeavours to identify and manage all business risks.

Strategic and Commercial Risk.

There are risks of changes to the competitive and/or economic environment. This is mitigated by a robust strategy and planning process, and regular monitoring of the economic and competitive environment.

Financial Risk.

There is a risk of reducing business value or earning capacity as well as risk of inadequate cash flow to meet financial obligations. This risk is mitigated by proactive management of the business plan, regular monitoring of cash flows and close relationships with important stakeholders within the business.

Operational Risk

There is a risk of losses arising from inadequate or failed internal processes, from personnel and/or from external events. These are mitigated by regularly monitoring the business risk register against occurring events and business continuity planning.

On behalf of the board

M McIntyre

Director

26th November 2025

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Cargo Management & Logistics Holdings Limited

Company No. 07238329

Directors' Report For The Year Ended 31 March 2025

Directors' Report

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

Dividends

During the year the following interim dividends were voted: Ordinary A Shares $853,284 per share. No interim dividends were voted for Ordinary B shares.

Directors

The directors who held office during the year were as follows:

L Lynch

M McIntyre

Reporting Currency

The reporting currency for the financial statements for the year ended 31 March 2025 is US dollars. The company has used the following Sterling: US dollar rates in the reporting of its results:

Year end rate used at 31 March 2025 - $1.30

Year end rate used at 31 March 2024 - $1.25

All translation differences arising from the conversion from Sterling to US dollars have been taken to the Profit and Loss

reserve.

Statement of Directors' Responsibilities

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', 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 the group and of the profit or loss of the group for that period. In preparing the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards, comprising FRS102, have been followed subject to any material departures disclosed and explained in the financial statements;
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 and group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Directors' Report is approved:

so far as the director is aware, there is no relevant audit information of which the company and group's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and group's auditors are aware of that information.

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Cargo Management & Logistics Holdings Limited

Directors' Report (continued)

For The Year Ended 31 March 2025

Independent Auditors

The auditors, McKenzies, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.

On behalf of the board

M McIntyre

Director

26th November 2025

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Independent Auditor's Report

to the Members of

Cargo Management & Logistics Holdings Limited

Independent Auditor's Report

Opinion

We have audited the financial statements of Cargo Management & Logistics Holdings Limited (the "parent company") and its subsidiaries (the "group") for the year ended 31 March 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and the related notes, 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 (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

In our opinion the financial statements:

give a true and fair view of the state of the group's and of the parent company's affairs as at 31 March 2025 and of the group's profit/(loss) for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for Opinion

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

Conclusions Relating to Going Concern

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

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

Other Information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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 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.

Matters on Which We Are Required to Report by Exception

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

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

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records or 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.

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Independent Auditor's Report (continued)

to the Members of

Cargo Management & Logistics Holdings Limited

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 2—3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the company's financial statements to material misstatement and how fraud might occur,including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and updating our understanding of the sector in which the company operates. Laws and regulations of direct significance in the context of the company include The Companies Act 2006, and UK Tax legislation.

Audit response to risks identified:

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related

financial statement items including a review of financial statement disclosures. We reviewed the Group's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the Group's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner's review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, 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.

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

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Independent Auditor's Report (continued)

to the Members of

Cargo Management & Logistics Holdings Limited

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 that 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.

Mr C E McCoy BA FCA (Senior Statutory Auditor)

for and on behalf of McKenzies , Statutory Auditor

26th November 2025

McKenzies

2 Station Road West

Oxted

Surrey

RH8 9EP

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Cargo Management & Logistics Holdings Limited

Consolidated Statement of Comprehensive Income

For The Year Ended 31 March 2025

Consolidated Statement of Comprehensive Income

		2025	2024
	Notes	$	$
TURNOVER	3	27,333,238	28,188,385
Cost of sales		(24,189,542 )	(24,880,485 )

GROSS PROFIT		3,143,696	3,307,900

Administrative expenses		(1,923,865 )	(1,736,286 )
Other operating income		44,541	51,688

OPERATING PROFIT	5	1,264,372	1,623,302
Loss on disposal of fixed assets		(1,476 )	-
Other interest receivable and similar income	10	213,006	210,942

PROFIT BEFORE TAXATION		1,475,902	1,834,244
Tax on Profit	11	(402,431 )	(484,581 )

PROFIT AFTER TAXATION BEING PROFIT FOR THE FINANCIAL YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT		1,073,471	1,349,663
OTHER COMPREHENSIVE INCOME FOR THE YEAR		-	-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT		1,073,471	1,349,663

The notes on pages 12 to 22 form part of these financial statements.

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Cargo Management & Logistics Holdings Limited

Consolidated Statement of Financial Position

As At 31 March 2025

Consolidated Statement of Financial Position

Registered number: 07238329

		2025		2024
	Notes	$	$	$	$
FIXED ASSETS
Intangible Assets	12		117,688		235,375
Tangible Assets	13		39,515		62,676

			157,203		298,051
CURRENT ASSETS
Stocks	15	1,427,477		1,026,430
Debtors	16	2,959,336		3,801,388
Cash at bank and in hand		10,092,246		9,306,379

		14,479,059		14,134,197
Creditors: Amounts Falling Due Within One Year	17	(7,021,582 )		(7,035,737 )

NET CURRENT ASSETS (LIABILITIES)			7,457,477		7,098,460

TOTAL ASSETS LESS CURRENT LIABILITIES			7,614,680		7,396,511

PROVISIONS FOR LIABILITIES
Deferred Taxation	18		(9,879 )		(11,897 )

NET ASSETS			7,604,801		7,384,614

CAPITAL AND RESERVES
Called up share capital	19		1,600		1,600
Income Statement			7,603,201		7,383,014

SHAREHOLDERS' FUNDS			7,604,801		7,384,614

On behalf of the board

M McIntyre

Director

26th November 2025

The notes on pages 12 to 22 form part of these financial statements.

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Cargo Management & Logistics Holdings Limited

Company Statement of Financial Position

As At 31 March 2025

Company Statement of Financial Position

Registered number: 07238329

		2025		2024
	Notes	$	$	$	$
FIXED ASSETS
Investments	14		3,833,018		3,833,018

			3,833,018		3,833,018
CURRENT ASSETS
Debtors	16	1,600		1,600

		1,600		1,600
NET CURRENT ASSETS (LIABILITIES)			1,600		1,600

TOTAL ASSETS LESS CURRENT LIABILITIES			3,834,618		3,834,618

NET ASSETS			3,834,618		3,834,618

CAPITAL AND RESERVES
Called up share capital	19		1,600		1,600
Income Statement			3,833,018		3,833,018

SHAREHOLDERS' FUNDS			3,834,618		3,834,618

In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's profit for the year was £ 853,284 (2024: £ 890,617 profit).

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Income Statement.

On behalf of the board

M McIntyre

Director

26th November 2025

The notes on pages 12 to 22 form part of these financial statements.

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Cargo Management & Logistics Holdings Limited

Consolidated Statement of Changes in Equity

For The Year Ended 31 March 2025

Consolidated Statement of Changes in Equity

	Share Capital	Income Statement	Total
	$	$	$
As at 1 April 2023	1,600	6,923,968	6,925,568
Profit for the year and total comprehensive income	-	1,349,663	1,349,663

Dividends paid	-	(890,617)	(890,617)

As at 31 March 2024 and 1 April 2024	1,600	7,383,014	7,384,614


Profit for the year and total comprehensive income	-	1,073,471	1,073,471

Dividends paid	-	(853,284)	(853,284)

As at 31 March 2025	1,600	7,603,201	7,604,801

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Cargo Management & Logistics Holdings Limited

Consolidated Statement of Cash Flows

For The Year Ended 31 March 2025

Consolidated Statement of Cash Flows

		2025	2024
	Notes	$	$
Cash flows from operating activities
Net cash generated from operations	1	1,928,482	1,154,973
Tax paid		(504,338 )	(757,081 )

Net cash generated from operating activities		1,424,144	397,892

Cash flows from investing activities
Purchase of tangible assets		-	(25,250 )
Proceeds from disposal of tangible assets		2,001	-
Interest received		213,006	210,942

Net cash generated from investing activities		215,007	185,692

Cash flows from financing activities
Equity dividends paid		(853,284 )	(890,617 )



Increase/(decrease) in cash and cash equivalents		785,867	(307,033 )
Cash and cash equivalents at beginning of year	2	9,306,379	9,613,412

Cash and cash equivalents at end of year	2	10,092,246	9,306,379

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Cargo Management & Logistics Holdings Limited

Notes to the Consolidated Statement of Cash Flows

For The Year Ended 31 March 2025

Notes to the Consolidated Statement of Cash Flows

1. Reconciliation of profit for the financial year to cash generated from operations

	2025	2024
	$	$
Profit for the financial year	1,073,471	1,349,663
Adjustments for:
Tax on profit	402,431	484,581
Interest income	(213,006 )	(210,942 )
Amortisation of intangible assets	117,687	117,687
Depreciation of tangible assets	19,684	27,964
Loss on disposal of tangible assets	1,476	-
Movements in working capital:
(Increase)/decrease in stocks	(401,047 )	165,603
Decrease/(increase) in trade and other debtors	842,052	(755,922 )
Increase/(decrease) in trade and other creditors	85,734	(23,661 )

Net cash generated from operations	1,928,482	1,154,973

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

	2025	2024
	$	$
Cash at bank and in hand	10,092,246	9,306,379

3. Analysis of changes in net funds

	As at 1 April 2024	Cash flows	As at 31 March 2025
	$	$	$
Cash at bank and in hand	9,306,379	785,867	10,092,246

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Cargo Management & Logistics Holdings Limited

Notes to the Financial Statements

For The Year Ended 31 March 2025

Notes to the Financial Statements

1. General Information

Cargo Management & Logistics Holdings Limited is a private company, limited by shares, incorporated in England & Wales, registered number 07238329 . The registered office is CML House, 8A Station Road West, Oxted, Surrey, RH8 9EP.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

2.2. Basis Of Consolidation

The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 31 March 2025.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.

Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting.

Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.

Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.

Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.

2.3. Business Combinations

Business combinations are accounted for by applying the purchase method.

The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.

Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.

On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.

2.4. Going Concern Disclosure

The directors have not identified any material uncertainties related to events or conditions that may cast significant doubt about the group and parent company's ability to continue as a going concern.

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Cargo Management & Logistics Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

2.5. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.6. Intangible Fixed Assets and Amortisation - Goodwill

Goodwill represents the excess of the cost of a business combination over the fair value of the group’s share of the identifiable net assets, liabilities and contingent liabilities acquired.

Goodwill arising on the acquisition of subsidiaries is included in Intangible Assets. Goodwill arising on the acquisition of associates and joint ventures is included in the related equity accounted investment value.

Goodwill is amortised over its expected useful life which is estimated to be 10 years.

Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the income statement. No reversals of impairment are recognised.

2.7. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Leasehold	4% on cost
Fixtures & Fittings	20% on cost

2.8. Leasing and Hire Purchase Contracts

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

2.9. Stocks and Work in Progress

Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks.

Cost is determined using the first-in, first-out method. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.

Work in progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.

At the end of each reporting period stocks are assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the income statement. Where a reversal of the impairment is required the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the income statement.

2.10. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.

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Cargo Management & Logistics Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

2.11. Financial Instruments

i) Financial assets

Basic financial assets, including trade and other receivables, and cash and bank balances, are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price.

Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publically traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

ii) Financial liabilities

Basic financial liabilities, including trade and other payables, bank loans, and loans from fellow Group companies 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 receipts discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

2.12. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into US Dollars at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into US Dollars at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.13. Taxation

Income 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 profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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.

...CONTINUED

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Cargo Management & Logistics Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

2.13. Taxation - continued

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.14. Pensions

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme

are charged to profit or loss in the period to which they relate.

2.15. Reporting currency

The reporting currency for the financial statements for the year ended 31 March 2025 is US dollars. The company has used the following Sterling: US dollar rates in the reporting of its results:

Year end rate used at 31 March 2025 - $1.30

Year end rate used at 31 March 2024 - $1.25

All translation differences arising from the conversion from Sterling to US dollars have been taken to the Profit and Loss reserve.

2.16. Contract Cost Accruals

Contract cost accruals are made in respect of uninvoiced costs for services supplied under the income recognition policy. The accruals are reversed on receipt of invoices from suppliers. Accruals made for which no invoice is received are written back to the profit & loss account after a four year year period, unless in the opinion of the Directors there is evidence to the contrary and a claim for costs is still likely under the terms of the service contract.

3. Turnover

Analysis of turnover by geographical market is as follows:

	2025	2024
	$	$
Rest of the world	27,333,238	28,188,385

	27,333,238	28,188,385

4. Other Operating Income

	2025	2024
	$	$
Rental income	14,541	21,688
Other operating income	30,000	30,000

	44,541	51,688

5. Operating Profit

The operating profit is stated after charging:

	2025	2024
	$	$
Bad debts	82,741	-
Depreciation of tangible fixed assets	19,684	27,964
Amortisation of intangible fixed assets	117,687	117,687

Page 16

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Cargo Management & Logistics Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

6. Auditor's Remuneration

Remuneration received by the group's auditors and their associates during the year was as follows:

	2025	2024
	$	$
Audit Services
Audit of the group and company's financial statements	12,945	12,150


Other Services
Taxation compliance service	2,355	2,275

7. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	2025	2024
	$	$
Wages and salaries	916,263	839,234
Social security costs	94,342	85,570
Other pension costs	95,716	77,234

	1,106,321	1,002,038

8. Average Number of Employees

Group

Average number of employees, including directors, during the year was as follows:

	2025	2024
Office and administration	5	5
Operations	6	6

	11	11

Company

Average number of employees, including directors, during the year was: 1 (2024: 1)

9. Directors' remuneration

	2025	2024
	$	$
Emoluments	177,181	165,052
Company contributions to money purchase pension schemes	25,800	4,840

	202,981	169,892

The number of directors to whom retirement benefits were accruing was as follows:

	2025		2024
Money purchase pension schemes	1		1

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Cargo Management & Logistics Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

10. Interest Receivable and Similar Income

	2025	2024
	$	$
Bank interest receivable	209,828	203,151
Interest on short term deposits	3,178	7,791

	213,006	210,942

11. Tax on Profit

	2025	2024
The tax charge on the profit for the year was as follows:
	$	$
Current tax
UK Corporation Tax	404,449	489,176
Deferred Tax
Deferred taxation	(2,018 )	(4,595 )


Total tax charge for the period	402,431	484,581


The actual charge for the year can be reconciled to the expected charge for the year based on the profit and the standard rate of corporation tax as follows:
	2025	2024
	$	$
Profit before tax	1,475,902	1,834,244

Tax on profit at 0% (UK standard rate)	368,976	458,571
Goodwill/depreciation not allowed for tax	4,921	553
Expenses not deductible for tax purposes	631	391
Capital allowances	500	-
Short term timing differences	(2,018 )	(4,595 )
Difference in tax rates	29,421	29,661

Total tax charge for the period	402,431	484,581

12. Intangible Assets

Group

	Goodwill
	$
Cost
As at 1 April 2024	1,681,232

As at 31 March 2025	1,681,232

Amortisation
As at 1 April 2024	1,445,857
Provided during the period	117,687

As at 31 March 2025	1,563,544

...CONTINUED

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Cargo Management & Logistics Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

Net Book Value
As at 31 March 2025	117,688

As at 1 April 2024	235,375

Company

The company had no intangible fixed assets as at 31 March 2025 or 31 March 2024.

13. Tangible Assets

Group

	Land & Property
	Leasehold	Fixtures & Fittings	Total
	$	$	$
Cost
As at 1 April 2024	385,438	254,334	639,772
Disposals	-	(14,900 )	(14,900 )

As at 31 March 2025	385,438	239,434	624,872

Depreciation
As at 1 April 2024	361,413	215,683	577,096
Provided during the period	8,525	11,159	19,684
Disposals	-	(11,423 )	(11,423 )

As at 31 March 2025	369,938	215,419	585,357

Net Book Value
As at 31 March 2025	15,500	24,015	39,515

As at 1 April 2024	24,025	38,651	62,676

Company

The company had no tangible fixed assets as at 31 March 2025 or 31 March 2024.

14. Investments

Company

	Subsidiaries
	$
Cost
As at 1 April 2024	3,833,018

As at 31 March 2025	3,833,018

Provision
As at 1 April 2024	-

As at 31 March 2025	-

Net Book Value
As at 31 March 2025	3,833,018

As at 1 April 2024	3,833,018

Page 19

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Cargo Management & Logistics Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

Subsidiaries

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

Name of undertaking	Registered Office	Class of shares held	Direct holding	Indirect holding
Cargo Management & Logistics Limited	CML House, 8a Station Road West, Oxted, Surrey, RH8 9EP	£1 Ordinary	100.00%	-

The aggregate capital and reserves and the result for the year of the subsidiaries listed above was as follows:

	Capital and Reserves	Profit/(loss)
	$	$
Cargo Management & Logistics Limited	7,485,512	1,191,157

15. Stocks

	2025	2024
	$	$
Finished goods	1,427,477	1,026,430

16. Debtors

	Group		Company
	2025	2024	2025	2024
	$	$	$	$
Due within one year
Trade debtors	2,883,788	3,721,245	-	-
Other debtors	75,548	80,143	1,600	1,600

	2,959,336	3,801,388	1,600	1,600

17. Creditors: Amounts Falling Due Within One Year

	Group
	2025	2024
	$	$
Trade creditors	5,948,569	6,155,715
Other creditors	526,788	500,000
Corporation tax	150,067	249,956
Taxation and social security	81,069	70,783
Accruals and deferred income	315,089	59,283

	7,021,582	7,035,737

18. Deferred Taxation

The provision for deferred tax is made up as follows:

	2025	2024
	$	$
Other timing differences	9,879	11,897

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Cargo Management & Logistics Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

19. Share Capital

	2025	2024
Allotted, called up and fully paid	$	$
820 Ordinary A shares of $ 1.00 each	1,312	1,312
180 Ordinary B shares of $ 1.00 each	288	288

	1,600	1,600

20. Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as following:

	2025	2024
	$	$
Not later than one year	31,980	31,980
Later than one year and not later than five years	114,595	114,595

	146,575	146,575

21. Pension Commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund.

During the year the charge to the income statement in respect of defined contribution schemes was $95,716 (2024: $77,234).

At the statement of financial position date contributions of $NIL were due to the fund and are included in creditors.

22. Dividends

	2025	2024
	$	$
On equity shares:
Interim dividend paid	853,284	890,617

23. Related Party Disclosures

The group has taken advantage of exemption, under 33.1A of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose transactions with wholly owned subsidiaries within the group.

Liam Lynch & Co: A company in which L Lynch has an interest

	2025	2024
	$	$
Purchases	216,692	210,160

Cargo Management Logistics (Zambia) Ltd: The directors hold a minority interest in this company.

	2025	2024
	$	$
Management charges	30,000	30,000
Amount due to related party	526,788	500,000

The $526,788 loan is interest free and repayable on demand.

Page 21

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Cargo Management & Logistics Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

24. Controlling Parties

Mr M E McIntyre, a director is considered to be the company's ultimate controlling party by virtue of his majority shareholding.

Page 22