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REGISTERED NUMBER: 11467228 (England and Wales)















GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

NOTUS INVESTMENTS LIMITED

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Directors' Responsibilities Statement 6

Report of the Independent Auditors 7

Consolidated Income Statement 11

Consolidated Other Comprehensive Income 12

Consolidated Balance Sheet 13

Company Balance Sheet 14

Consolidated Statement of Changes in Equity 15

Company Statement of Changes in Equity 16

Consolidated Cash Flow Statement 17

Notes to the Consolidated Cash Flow Statement 18

Notes to the Consolidated Financial Statements 20


NOTUS INVESTMENTS LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2024







DIRECTORS: D Wright
D Ambrose





REGISTERED OFFICE: Adelaide Mill
Gould Street
Oldham
OL1 3LL





REGISTERED NUMBER: 11467228 (England and Wales)





AUDITORS: Ad Valorem Audit Services Limited
Chartered Certified Accountants
& Statutory Auditors
2 Manor Farm Court
Old Wolverton Road
Old Wolverton
Milton Keynes
Buckinghamshire
MK12 5NN

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024


The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS
Notus Investments Limited is the parent company of a group engaged in international freight forwarding and logistics services across sea, land and air, operating primarily through its wholly owned subsidiaries.

The year ended 31 December 2024 represents the group’s first full year of consolidated trading, following the acquisition of its subsidiaries in December 2023. The group delivered a strong financial performance, driven by increased trading volumes, operational efficiencies, and continued demand for integrated logistics services.


NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

PRINCIPAL RISKS AND UNCERTAINTIES
The director continually reviews and evaluates the risks that the company is facing. The principal risk and uncertainties facing the group are broadly grouped as: Competitive, Legislative, and Financial risks.

Competitive risks
The freight and logistics business has faced strong competition in recent years. The group puts strong emphasis on service levels, quality of products and competitive pricing to its customer base to maintain its position within the market.

Legislative risks
The director does not expect the departure of the United Kingdom from the European Union to have any significant effect on the group's business.

Financial risk management objectives and policies
The group's activities expose it to several financial risks including price risk, credit risk, cashflow risk and liquidity risk. The group holds bank accounts in four major currencies (GBP, USD, EUR, AED) for the purposes of making and receiving payments and does not use derivative financial instruments for speculative purposes.

Cash flow risk
The group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates. The group does not take any specific action to minimise this risk and recognises any realised or unrealised gains or losses to the income statement in the month it is incurred.

Credit risk
The group's principal financial assets are bank and cash balances and trade and other receivables.

The group's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowance for doubtful receivables. An allowance is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the related cashflows.

The credit risk on liquid funds is limited because the counter parties are banks with high credit ratings assigned by international credit-rating agencies.

The group has no significant concentration of credit risk with exposure spread over numerous customers, who themselves have high credit ratings.

Liquidity risk
In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the group uses a mixture of long-term and short-term intercompany debt finance.

Price risk
The group has limited exposure to commodity price risk. The group generally purchases goods and services based upon market prices that are established with the vendor as part of the purchase process. The group does not use commodity financial instruments as it deems them unnecessary.

KEY PERFORMANCE INDICATORS
The company acquired its subsidiary undertakings on 21 December 2023. The director considers the key performance indicators to relate to the profit and loss account. As this only covers an 11 day period, these are not considered relevant for this year.

2024
£
Turnover 29,864,473
Operating profit 1,978,456
Profit/(loss) after tax 1,959,878
Average number of employees 51


NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

FUTURE OUTLOOK
The director remains confident in the group’s prospects. The focus for 2025 will be on:

- Sustained organic growth
- Margin protection in a competitive market
- Continued investment in operational infrastructure
- Strengthening governance and internal controls at group level

ON BEHALF OF THE BOARD:





D Ambrose - Director


30 December 2025

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2024


The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of international freight forwarding across land, sea and air.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2024.

FUTURE DEVELOPMENTS
The group continues to make efforts to grow its worldwide market share.

DIRECTOR
D Wright held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

D Ambrose was appointed as a director after 31 December 2024 but prior to the date of this report.

POLITICAL DONATIONS AND EXPENDITURE
Charitable donations of £17,870 (2023: £665) were made in the year.

STREAMLINED ENERGY AND CARBON REPORTING
The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol - Corporate Standard and have used the 2020 UK Government's Conversion Factors for Company Reporting.

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 group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Ad Valorem Audit Services Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





D Ambrose - Director


30 December 2025

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024


The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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 and the 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
NOTUS INVESTMENTS LIMITED


Opinion
We have audited the financial statements of Notus Investments Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 December 2024 and of the group's 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 group 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's and the parent 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 Group Strategic Report, the Report of the Directors and the Directors' Responsibilities Statement, 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
NOTUS INVESTMENTS LIMITED


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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 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 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 six, 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 group's and the 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
NOTUS INVESTMENTS LIMITED


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:

In our process of identifying fraud risks we assessed events or conditions that indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud ("fraud risk factors") to determine how fraud risks are relevant to our audit. Based on the auditing standards we addressed two fraud risks that were relevant to our audit, in relation to revenue recognition and management override of controls. Based upon our analysis of fraud risk factors, we have not identified any additional fraud risks.

Our audit procedures included an evaluation of the design, implementation as well as the operating effectiveness of internal controls relevant to mitigate these risks. We also performed substantive audit procedures, including detailed testing of high risk journal entries and procedures to satisfy ourselves that revenue has been properly recognised in the financial statements in accordance with financial reporting standards and the Group's accounting policies. Through these procedures, we didn't identify any material actual or suspected incidences of fraud.

We have evaluated facts and circumstances in order to assess laws and regulations relevant to the Group. We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general and sector experience, through discussion with the Director and other management (as required by auditing standards) and discussed with the Director and other management the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the Group is subject to laws and regulations that directly affect the financial statements including taxation and financial reporting (including related company legislation) and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect:
- Employment legislation, reflecting the Company's workforce
- Health and safety regulation, reflecting the Company's production, distribution and operating processes
- Data privacy, reflecting the Company's management of personal and corporate data
- Environmental regulation, reflecting environmental impact restrictions, waste and contamination related to the Company's distribution and operating processes.

Auditing standards limit the required audit procedures to identify non-compliance with these regulations to enquiry of the Director and other management and inspection of regulatory and legal correspondence, if any. Through these procedures we did not identify any material actual or suspected non-compliance in any of the above areas.


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
NOTUS INVESTMENTS LIMITED

We note that our audit is not primarily designed to detect non-compliance with laws and regulations and the Director and other management are responsible for such internal control as the Director and other management of the Group determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to errors or fraud, including compliance with laws and regulations. Additionally, owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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.




Darren Kerins FCCA (Senior Statutory Auditor)
for and on behalf of Ad Valorem Audit Services Limited
Chartered Certified Accountants
& Statutory Auditors
2 Manor Farm Court
Old Wolverton Road
Old Wolverton
Milton Keynes
Buckinghamshire
MK12 5NN

30 December 2025

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

Period
1/8/22
Year Ended to
31/12/24 31/12/23
Notes £ £

TURNOVER 4 29,864,473 1,249,771

Cost of sales 22,238,637 1,080,011
GROSS PROFIT 7,625,836 169,760

Administrative expenses 5,656,470 178,461
1,969,366 (8,701 )

Other operating income 9,090 7
OPERATING PROFIT/(LOSS) 6 1,978,456 (8,694 )

Amounts written off investments 8 6,567 -
1,971,889 (8,694 )

Interest payable and similar expenses 9 214,877 6,499
PROFIT/(LOSS) BEFORE TAXATION 1,757,012 (15,193 )

Tax on profit/(loss) 10 (202,866 ) 118
PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

1,959,878

(15,311

)
Profit/(loss) attributable to:
Owners of the parent 1,959,878 (15,311 )

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

Period
1/8/22
Year Ended to
31/12/24 31/12/23
Notes £ £

PROFIT/(LOSS) FOR THE YEAR 1,959,878 (15,311 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

1,959,878

(15,311

)

Total comprehensive income attributable to:
Owners of the parent 1,959,878 (15,311 )

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

CONSOLIDATED BALANCE SHEET
31 DECEMBER 2024

2024 2023
Notes £ £ £ £
FIXED ASSETS
Intangible assets 12 123,787 185,681
Tangible assets 13 2,349,946 181,991
Investments 14 - 6,567
2,473,733 374,239

CURRENT ASSETS
Debtors 15 14,987,763 13,336,402
Cash at bank 2,336,806 582,134
17,324,569 13,918,536
CREDITORS
Amounts falling due within one year 16 13,150,839 9,738,669
NET CURRENT ASSETS 4,173,730 4,179,867
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,647,463

4,554,106

CREDITORS
Amounts falling due after more than one
year

17

(86,806

)

(234,046

)

PROVISIONS FOR LIABILITIES 21 (322,543 ) (41,824 )
NET ASSETS 6,238,114 4,278,236

CAPITAL AND RESERVES
Called up share capital 22 2 2
Capital redemption reserve 23 630,750 630,750
Retained earnings 23 5,607,362 3,647,484
SHAREHOLDERS' FUNDS 6,238,114 4,278,236

The financial statements were approved by the Board of Directors and authorised for issue on 30 December 2025 and were signed on its behalf by:





D Ambrose - Director


NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

COMPANY BALANCE SHEET
31 DECEMBER 2024

2024 2023
Notes £ £ £ £
FIXED ASSETS
Intangible assets 12 - -
Tangible assets 13 - -
Investments 14 3 3
3 3

CURRENT ASSETS
Debtors 15 252 252
Cash at bank 1,751 6
2,003 258
CREDITORS
Amounts falling due within one year 16 28,436 12,950
NET CURRENT LIABILITIES (26,433 ) (12,692 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(26,430

)

(12,689

)

CAPITAL AND RESERVES
Called up share capital 22 2 2
Retained earnings (26,432 ) (12,691 )
SHAREHOLDERS' FUNDS (26,430 ) (12,689 )

Company's loss for the financial year (13,741 ) (12,691 )

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

The financial statements were approved by the Board of Directors and authorised for issue on 30 December 2025 and were signed on its behalf by:





D Wright - Director


NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024

Called up Capital
share Retained redemption Total
capital earnings reserve equity
£ £ £ £
Balance at 1 August 2022 2 - - 2

Changes in equity
Total comprehensive income - (15,311 ) - (15,311 )
Acquired on acquisition of
subsidiaries

-

3,662,795

630,750

4,293,545
Balance at 31 December 2023 2 3,647,484 630,750 4,278,236

Changes in equity
Total comprehensive income - 1,959,878 - 1,959,878
Balance at 31 December 2024 2 5,607,362 630,750 6,238,114

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024

Called up
share Retained Total
capital earnings equity
£ £ £
Balance at 1 August 2022 2 - 2

Changes in equity
Total comprehensive income - (12,691 ) (12,691 )
Balance at 31 December 2023 2 (12,691 ) (12,689 )

Changes in equity
Total comprehensive income - (13,741 ) (13,741 )
Balance at 31 December 2024 2 (26,432 ) (26,430 )

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

Period
1/8/22
Year Ended to
31/12/24 31/12/23
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 4,484,365 (1,029,223 )
Interest paid (214,877 ) (6,499 )
Tax paid 202,405 -
Net cash from operating activities 4,471,893 (1,035,722 )

Cash flows from investing activities
Purchase of tangible fixed assets (4,486,443 ) -
Sale of tangible fixed assets 2,355,564 -
Net cash from investing activities (2,130,879 ) -

Cash flows from financing activities
New loans in year - 380,557
Capital repayments in year (152,268 ) -
Amount introduced by directors - 1,237,299
Amount withdrawn by directors (434,074 ) -
Net cash from financing activities (586,342 ) 1,617,856

Increase in cash and cash equivalents 1,754,672 582,134
Cash and cash equivalents at
beginning of year

2

582,134

-

Cash and cash equivalents at end of
year

2

2,336,806

582,134

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024


1. RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

Period
1/8/22
Year Ended to
31/12/24 31/12/23
£ £
Profit/(loss) before taxation 1,757,012 (15,193 )
Depreciation charges 229,641 4,308
(Profit)/loss on disposal of fixed assets (204,823 ) 12,450
Reserves acquired on acquisition - 4,293,545
Amounts impaired on investments 6,567 -
Finance costs 214,877 6,499
2,003,274 4,301,609
Increase in trade and other debtors (1,691,735 ) (13,293,279 )
Increase in trade and other creditors 4,172,826 7,962,447
Cash generated from operations 4,484,365 (1,029,223 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024
31/12/24 1/1/24
£ £
Cash and cash equivalents 2,336,806 582,134
Period ended 31 December 2023
31/12/23 1/8/22
£ £
Cash and cash equivalents 582,134 -


NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/24 Cash flow At 31/12/24
£ £ £
Net cash
Cash at bank 582,134 1,754,672 2,336,806
582,134 1,754,672 2,336,806
Debt
Finance leases (11,416 ) 11,416 -
Debts falling due within 1 year (140,860 ) (623 ) (141,483 )
Debts falling due after 1 year (228,281 ) 141,475 (86,806 )
(380,557 ) 152,268 (228,289 )
Total 201,577 1,906,940 2,108,517

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024


1. STATUTORY INFORMATION

Notus Investments Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS
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.

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


2. ACCOUNTING POLICIES - continued

BASIS OF CONSOLIDATION
The consolidated group financial statements consist of the financial statements of the parent company Notus Investments Limited together with all entities controlled by the parent company (its subsidiaries) and the group's share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group's financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group's share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group's share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group's interest in the entity.

Business combinations
In the parent company financial statements, the cost of a business combination is at the fair value of the acquisition date of the assets given, equity instruments issued and liabilities incurred, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

TURNOVER
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


2. ACCOUNTING POLICIES - continued

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

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Development costs - 25% on cost

TANGIBLE FIXED ASSETS
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Plant and equipment- 33% on reducing balance, 25% on cost and 15% on cost
Fixtures and fittings- 33% on reducing balance, 25% on cost and 15% on cost
Computers- 33% on reducing balance, 25% on cost and 15% on cost
Motor vehicles- 33% on reducing balance, 25% on cost and 15% on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


2. ACCOUNTING POLICIES - continued

FINANCIAL INSTRUMENTS
The group has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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

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 group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group after deducting all of its liabilities.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


2. ACCOUNTING POLICIES - continued
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

TAXATION
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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.

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

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis.

PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS
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.

FOREIGN EXCHANGE
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

EMPLOYEE BENEFITS
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the group's accounting policies, the director is 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.

4. TURNOVER

The turnover and profit (2023 - loss) before taxation are attributable to the one principal activity of the group.

5. EMPLOYEES AND DIRECTORS
Period
1/8/22
Year Ended to
31/12/24 31/12/23
£ £
Wages and salaries 2,926,739 77,105
Social security costs 358,119 10,433
Other pension costs 116,843 3,543
3,401,701 91,081

The average number of employees during the year was as follows:
Period
1/8/22
Year Ended to
31/12/24 31/12/23

Production 51 49

The average number of employees by undertakings that were proportionately consolidated during the year was 51 (2023 - 49 ) .

Period
1/8/22
Year Ended to
31/12/24 31/12/23
£ £
Director's remuneration 11,434 345
Director's pension contributions to money purchase schemes 572 17

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


6. OPERATING PROFIT/(LOSS)

The operating profit (2023 - operating loss) is stated after charging/(crediting):

Period
1/8/22
Year Ended to
31/12/24 31/12/23
£ £
Hire of plant and machinery 13,883 95
Other operating leases 160,113 3,800
Depreciation - owned assets 167,747 123,183
Depreciation - assets on hire purchase contracts - 7,901
(Profit)/loss on disposal of fixed assets (204,823 ) 19,765
Development costs amortisation 61,894 61,893
Foreign exchange differences 40,864 7,389

7. AUDITORS' REMUNERATION

Auditors remuneration for the audit of the financial statements for the period ended 31 December 2024 was £10,000 (2023 - £9,500).

8. AMOUNTS WRITTEN OFF INVESTMENTS
Period
1/8/22
Year Ended to
31/12/24 31/12/23
£ £
Amounts w/o invs 6,567 -

9. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
1/8/22
Year Ended to
31/12/24 31/12/23
£ £
Bank interest 2 2
Bank loan interest 207,799 6,427
Other interest - 70
Interest on tax 7,076 -
214,877 6,499

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


10. TAXATION

Analysis of the tax (credit)/charge
The tax (credit)/charge on the profit for the year was as follows:
Period
1/8/22
Year Ended to
31/12/24 31/12/23
£ £
Current tax:
UK corporation tax (487,267 ) 7,782
Under provided in prior year 3,682 -
Total current tax (483,585 ) 7,782

Deferred tax 280,719 (7,664 )
Tax on profit/(loss) (202,866 ) 118

11. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


12. INTANGIBLE FIXED ASSETS

Group
Development
costs
£
COST
At 1 January 2024
and 31 December 2024 247,574
AMORTISATION
At 1 January 2024 61,893
Amortisation for year 61,894
At 31 December 2024 123,787
NET BOOK VALUE
At 31 December 2024 123,787
At 31 December 2023 185,681

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


13. TANGIBLE FIXED ASSETS

Group
Fixtures
Plant and and Motor Computer
machinery fittings vehicles equipment Totals
£ £ £ £ £
COST
At 1 January 2024 8,203 29,772 7,901 217,155 263,031
Additions 4,479,447 704 - 6,292 4,486,443
Disposals (2,183,824 ) - - (230,440 ) (2,414,264 )
At 31 December 2024 2,303,826 30,476 7,901 (6,993 ) 2,335,210
DEPRECIATION
At 1 January 2024 2,539 11,874 7,901 58,726 81,040
Charge for year 94,685 8,813 - 64,249 167,747
Eliminated on disposal (33,083 ) - - (230,440 ) (263,523 )
At 31 December 2024 64,141 20,687 7,901 (107,465 ) (14,736 )
NET BOOK VALUE
At 31 December 2024 2,239,685 9,789 - 100,472 2,349,946
At 31 December 2023 5,664 17,898 - 158,429 181,991

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Motor
vehicles
£
COST
At 1 January 2024 7,901
Transfer to ownership (7,901 )
At 31 December 2024 -
DEPRECIATION
At 1 January 2024 7,901
Transfer to ownership (7,901 )
At 31 December 2024 -
NET BOOK VALUE
At 31 December 2024 -
At 31 December 2023 -

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


14. FIXED ASSET INVESTMENTS

Group
Unlisted
investments
£
COST
At 1 January 2024
and 31 December 2024 6,567
PROVISIONS

Impairments 6,567
At 31 December 2024 6,567
NET BOOK VALUE
At 31 December 2024 -
At 31 December 2023 6,567
Company
Shares in
group
undertakings
£
COST
At 1 January 2024
and 31 December 2024 3
NET BOOK VALUE
At 31 December 2024 3
At 31 December 2023 3


NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


14. FIXED ASSET INVESTMENTS - continued


Subsidiaries


Name of undertaking

Registered office

Class of shares held
% Held
Direct



Allseas Global Logistics Limited
Adelaide Mill, Gould Street,
Oldham, Greater
Manchester, OL1 3LL


Ordinary


100.00

Allseas Global Supply Chain
Limited
Adelaide Mill, Gould Street,
Oldham, Greater
Manchester, OL1 3LL


Ordinary


100.00


DKT Allseas Shipping Limited
Adelaide Mill, Gould Street,
Oldham, Greater
Manchester, OL1 3LL


Ordinary


100.00

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


Name of undertaking

Capital and
Reserves

Profit/(Loss

)
£    £   
Allseas Global Logistics Limited 3,371,123 1,536,135
Allseas Global Supply Chain
Limited


(17,808

)

(108,608

)
DKT Allseas Shipping Limited 3,002,033 455,294

In accordance with section 479A of the Companies Act 2006, Allseas Global Supply Chain Limited, company number 08799498, has taken advantage of the audit exemption of its individual accounts for the period ended 31 December 2024, as Notus Investments Limited has guaranteed all of its liabilities.

15. DEBTORS

Group Company
2024 2023 2024 2023
£ £ £ £
Amounts falling due within one year:
Trade debtors 4,663,252 2,614,147 - -
Amounts owed by associates 5,553,436 8,193,743 - -
Other debtors 3,350,682 1,691,319 - -
Directors' current accounts 2,747 - 250 250
Tax - 43,121 - -
Called up share capital not paid 2 2 2 2
Prepayments and accrued income 667,644 494,070 - -
14,237,763 13,036,402 252 252

Amounts falling due after more than one year:
Other debtors 750,000 300,000 - -

Aggregate amounts 14,987,763 13,336,402 252 252

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


15. DEBTORS - continued

Included within debtors is a balance due of £1,990,647 (2023 - £2,199,167) from DCW Management Limited. DCW Management Limited was the former parent company of the group and is currently in administration. There is one material creditor, other than connected parties, and settlement discussions are ongoing. If a settlement is achieved, DCW Management Limited will be restored to a solvent position. Therefore no provision has been made against this debt in these financial statements.

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£ £ £ £
Bank loans and overdrafts (see note 18) 141,483 140,860 - 8
Hire purchase contracts (see note 19) - 5,651 - -
Trade creditors 2,197,227 1,924,394 - -
Amounts owed to group undertakings - - 12,433 439
Amounts owed to associates 409,577 405,813 3 3
Tax 55,168 379,469 - -
Social security and other taxes 386,773 404,660 - -
VAT 165,023 72,052 - -
Other creditors 6,280,182 4,395,425 - -
Directors' current accounts 805,972 1,237,299 - -
Accruals and deferred income 2,709,434 773,046 16,000 12,500
13,150,839 9,738,669 28,436 12,950

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group
2024 2023
£ £
Bank loans (see note 18) 86,806 228,281
Hire purchase contracts (see note 19) - 5,765
86,806 234,046

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


18. LOANS

An analysis of the maturity of loans is given below:

Group Company
2024 2023 2024 2023
£ £ £ £
Amounts falling due within one year or on demand:
Bank overdrafts - - - 8
Bank loans 141,483 140,860 - -
141,483 140,860 - 8
Amounts falling due between one and two years:
Bank loans - 1-2 years 75,000 141,475 - -
Amounts falling due between two and five years:
Bank loans - 2-5 years 11,806 86,806 - -

19. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase
contracts
2024 2023
£ £
Net obligations repayable:
Within one year - 5,651
Between one and five years - 5,765
- 11,416

Group
Non-cancellable
operating leases
2024 2023
£ £
Within one year 100,730 38,870
Between one and five years 62,768 58,305
163,498 97,175

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


20. SECURED DEBTS

The following secured debts are included within creditors:

Group
2024 2023
£ £
Bank loans 228,289 369,141
Hire purchase contracts - 11,416
228,289 380,557

As at 31 December 2024, the group has given security arising from a loan agreement with Barclays Bank plc, secured by a fixed charge over its assets and a floating charge over its inventory and receivables. In the event of default, the bank may enforce its security, potentially leading to the forced sale of secured assets. Although the group is currently in compliance with all covenants and does not anticipate default, future market conditions and the group's ability to meet its obligations could affect this. No provisions have been recognised in the financial statements as it is not probable that an outflow of resources will be required.

21. PROVISIONS FOR LIABILITIES

Group
2024 2023
£ £
Deferred tax 322,543 41,824

Group
Deferred tax
£
Balance at 1 January 2024 41,824
Provided during year 280,719
Balance at 31 December 2024 322,543

These relate to accelerated capital allowances.

22. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £ £
2 Ordinary £1 2 2

NOTUS INVESTMENTS LIMITED (REGISTERED NUMBER: 11467228)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


23. RESERVES

Group
Capital
Retained redemption
earnings reserve Totals
£ £ £

At 1 January 2024 3,647,484 630,750 4,278,234
Profit for the year 1,959,878 1,959,878
At 31 December 2024 5,607,362 630,750 6,238,112


24. CONTINGENT LIABILITIES

Two of the group's subsidiary companies entered into a joint and several lease for the supply of shipping containers under which losses arose following the insolvency of an associated company. This lease has subsequently been settled by one of the other lessees. It is not yet known whether the settlor of the lease will seek compensation from the subsidiary companies. The impact of this could be up to £4 million. The subsidiary companies may seek legal advice should a claim be made to ascertain the validity of the claim. No provisions have been recognised in the financial statements as it is not probable that an outflow of resources will be required.