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Registered number: 02234562 UNISERVE HOLDINGS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
UNISERVE HOLDINGS LIMITED COMPANY INFORMATION
Directors | I R Liddell
| S W G Ireland (resigned 1 March 2025)
| P Stone (resigned 1 March 2025)
| D L Barry (appointed 1 March 2025)
| G A Cobbing (appointed 1 March 2025)
Company secretary | N K Brooks
Registered number | 02234562
Registered office | Upminster Court
| 133 Hall Lane
| Upminster
| Essex
| United Kingdom
| RM14 1AL
Independent auditor | MHA
| Chartered Accountants & Statutory Auditors
| The Pinnacle
| 150 Midsummer Boulevard
| Milton Keynes
| Buckinghamshire
| MK9 1LZ
UNISERVE HOLDINGS LIMITED CONTENTS
| Page
Strategic Report | 1 - 2
Directors' Report | 3 - 5
Independent Auditor's Report | 6 - 9
Statement of Income and Retained Earnings | 10
Balance Sheet | 11 - 12
Notes to the Financial Statements | 13 - 32
UNISERVE HOLDINGS LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The Directors present their strategic report on Uniserve Holdings Limited for the period ended 31 December 2024.
Business review
Acting as a central service provider for major group companies the Company ensures that services provided by all group companies follow the same quality standards and best practice to ensure the best possible customer experience. Centralising management services ensures that group companies offering different types of services coordinate when providing solutions to a customer - aiming to provide one-stop shop logistics solutions. The centralised management and administration service allows the company to identify risks that could concern various group entities as early as possible and to share information on risks and to coordinate risk mitigation and avoidance measures. By consolidating other administration services for various group companies, the Company generates benefits for all group companies. Such benefits can be generated through better management of centralised resources or economy of scale including increased purchasing power when using third party service providers including banks, making investments or investing money. As part of the group strategy the Company continuously investigates opportunities to enhance or improve its service offerings to group companies. The Company and its Directors are also observing the market to identify potential investments in other businesses to support growth and diversification of the group's service offering.
Principal risks and uncertainties
The Company provides services to other group companies. Demand for services rendered by the Company is partly driven by the performance of the other group companies. In case of a poor performance of other group companies and a lack of demand for services the company would have to adjust its capacity to render services.
Financial key performance indicators
The Company's key performance indicators are turnover and profit before tax as set out in the Statement of Comprehensive Income. These indicators and performance are monitored both against Budget/Forecast and past performance to identify and analyse trends.
Other key performance indicators
The performance of the businesses that are purchasing management services from the company is monitored based on defined KPIs and regular reporting to closely follow the efficiency and success of management services provided.
Directors' statement of compliance with duty to promote the success of the Company
From the perspective of the board, as a result of the group governance structure, that matters that it is responsible for considering under Section 172 (1) of the Companies Act 2006 (s172) have been considered to an appropriate extent by the group board in relation both to the group and to this entity. The board has also considered relevant matters where appropriate. To the extent necessary for an understanding of the development, performance and position of the entity, an explanation of how the group board has considered the matters set out in s172 (for the group and for the entity) is set out in the Strategic Report of the group's annual report, which does not form part of this report. Page 1
UNISERVE HOLDINGS LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024 This report was approved by the board and signed on its behalf.
................................................ I R Liddell Director
Date: 24 December 2025
Page 2
UNISERVE HOLDINGS LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The Directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards 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's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Principal activity
The principal activity of the Company continued to be that of a holding company.
Results and dividends
The profit for the year, after taxation, amounted to £25,393,522 (2023 - £122,165,360). No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The Directors who served during the year were:
I R Liddell
S W G Ireland (resigned 1 March 2025)
P Stone (resigned 1 March 2025)
Page 3
UNISERVE HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Future developments
The Uniserve Holdings Limited ("Uniserve") Group has a diverse range services and facilities and we will continue to invest in new supply chain technologies and efficiencies. We will be increasing our infrastructure through acquisition of national and international properties and service providers, as well as providing education as a major benefit for working for Uniserve and being a client of ours.
Engagement with employees
From the perspective of the board, as a result of the group governance structure, the group board has taken the lead in carrying out the duties of a board in respect of the company's employees, including engaging with them, having regard to their interests and the effect of that regard (including principal decisions taken by the company during the financial year). The board of the company has also considered relevant matters where appropriate. An explanation of how the group board has carried out these responsibilities (for the group and for the entity) is set out in the Strategic Report of the group's annual report, which does not form part of this report.
Engagement with suppliers, customers and others
From the perspective of the board, as a result of the group governance structure, the group board has taken the lead in carrying out the duties of a board in respect of the company's other stakeholders. The board of the company has also considered relevant matters where appropriate. An explanation of how the Directors on the group board have had regard to the need to foster the company's business relationships with suppliers, customers and others, and the effect of that regard, including on the principal decisions taken by the company during the financial year, is set out (for the group and for the entity) in the Strategic Report of the group's annual report, which does not form part of this report.
Disabled employees
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. it is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Greenhouse gas emissions, energy consumption and energy efficiency action
The Company has not separately presented streamlined energy and carbon reporting disclosures for the year ended December 2024. This is on the basis that the Parent company and GB Europe Limited, is including full disclosures for the group on a consolidated basis for the year ended December 2024. In future reporting periods it is the intention of the Directors to separately present these disclosures within the Uniserve Holdings Limited annual report.
Disclosure of information to auditor
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information. Page 4
UNISERVE HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Post balance sheet events
There have been no significant events affecting the Company since the year end.
Auditor
The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP. MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
................................................ I R Liddell Director
Date: 24 December 2025
Page 5
UNISERVE HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNISERVE HOLDINGS LIMITED
Opinion
We have audited the financial statements of Uniserve Holdings Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Income and Retained Earnings, the Balance Sheet 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, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Page 6
UNISERVE HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNISERVE HOLDINGS LIMITED (CONTINUED)
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. 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 course of 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.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the 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 Company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of Directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 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 Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 7
UNISERVE HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNISERVE HOLDINGS LIMITED (CONTINUED)
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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: • enquiry of management and those charged with governance around actual and potential litigation and claims; • performing audit work over the risk of management override of controls, including testing of journal and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; • reviewing minutes of meetings of those charged with governance; • reviewing financial statement disclosures and testing to supporting documentation to access compliance with applicable laws and regulations Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 Auditor's Report. Page 8
UNISERVE HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNISERVE HOLDINGS LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Simon Knibbs MA FCA (Senior Statutory Auditor) for and on behalf of MHA Chartered Accountants Statutory Auditors Milton Keynes, United Kingdom Date: MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).24 December 2025 Page 9
UNISERVE HOLDINGS LIMITED STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED 31 DECEMBER 2024
| 2024 | 2023
Note | £ | £
Turnover | 4 | 28,811,109 | 32,341,477
Gross profit |  | 28,811,109 | 32,341,477
Administrative expenses |  | (20,293,199) | 57,857,039
Other operating income |  | 594,421 | 72,644
Fair value movements |  | 10,685,121 | 17,018,580
Operating profit | 5 | 19,797,452 | 107,289,740
Income from shares in group undertakings | 7 | 4,205,197 | 27,465,226
Income from fixed assets investments | 11 | 2,263,519 | 5,152,684
Interest receivable and similar income | 12 | 6,063,983 | 3,435,866
Interest payable and similar expenses | 13 | (8,622,369) | (9,436,754)
Profit before tax |  | 23,707,782 | 133,906,762
Tax on profit | 14 | 1,685,740 | (11,741,402)
Profit after tax |  | 25,393,522 | 122,165,360
Retained earnings |  |  |
- as previously stated |  | 149,227,042 | 27,061,682
- correction of a prior period error |  | (4,440,947) | (4,440,947)
At the beginning of the year as restated |  | 144,786,095 | 22,620,735
Profit for the year |  | 25,393,522 | 122,165,360
Retained earnings at the end of the year |  | 170,179,617 | 144,786,095
The notes on pages 13 to 32 form part of these financial statements.
Page 10
UNISERVE HOLDINGS LIMITED REGISTERED NUMBER: 02234562 BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 15 |  | 51,290,980 |  | 56,393,178
Investments | 16 |  | 118,698,629 |  | 107,386,038
|  |  | 169,989,609 |  | 163,779,216
Current assets |  |  |  |  |
Debtors | 17 | 285,825,588 |  | 259,588,002 |
Current asset investments | 18 | 223,274,392 |  | 286,648,086 |
Cash at bank and in hand | 19 | 19,677,159 |  | 47,769,011 |
|  | 528,777,139 |  | 594,005,099 |
Creditors: amounts falling due within one year | 20 | (465,078,042) |  | (543,758,027) |
Net current assets |  |  | 63,699,097 |  | 50,247,072
Total assets less current liabilities |  |  | 233,688,706 |  | 214,026,288
Creditors: amounts falling due after more than one year | 21 |  | (3,059,401) |  | (2,909,401)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 22 | (1,802,383) |  | (2,114,765) |
Other provisions | 23 | (58,547,305) |  | (64,116,027) |
|  |  | (60,349,688) |  | (66,230,792)
Net assets |  |  | 170,279,617 |  | 144,886,095
Capital and reserves |  |  |  |  |
Called up share capital | 24 |  | 100,000 |  | 100,000
Profit and loss account | 25 |  | 170,179,617 |  | 144,786,095
Equity attributable to owners of the parent Company |  |  | 170,279,617 |  | 144,886,095
|  |  | 170,279,617 |  | 144,886,095
Page 11
UNISERVE HOLDINGS LIMITED REGISTERED NUMBER: 02234562 BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2024 The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ I R Liddell
Director
Date: 24 December 2025
The notes on pages 13 to 32 form part of these financial statements. Page 12
UNISERVE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Uniserve Holdings Limited is a private company limited by shares incorporated in England and Wales, registered number 02234562. The address of its registered office and principal place of business is Upminster Court, Hall Lane, Upminster, Essex RM14 1AL, United Kingdom. The principal activity of the Company has continued to be that of a holding company. The financial statements are presented in British Pounds, which is also the functional currency of the Company. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Exemption from preparing consolidated financial statements
The Company is exempt from the requirement to prepare consolidated financial statements as all of its subsidiaries are required to be excluded from consolidation by section 402 of the Companies Act 2006.
| 2.3 | Exemption from preparing cashflow statements
The company has taken advantage of the exemption in FRS 102 from the requirement to prepare a statement of cash flows on the grounds that it is a wholly-owned subsidiary of a parent undertaking which prepares consolidated financial statements that are publicly available. Page 13
UNISERVE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
| 2.6 | Operating leases: the Company as lessor
Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.
| 2.7 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.8 | Interest income
Interest income is recognised in profit or loss using the effective interest method. Page 14
UNISERVE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.9 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.10 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.11 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.12 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Page 15
UNISERVE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.12 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Long-term leasehold property | - | 20% |
|  |  |  | Plant and machinery | - | 20% |
|  |  |  | Motor vehicles | - | 20% |
|  |  |  | Fixtures and fittings | - | 20% |
|  |  |  | Computer equipment | - | 20% |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.13 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period. Associates and joint ventures are held at cost less impairment.
| 2.14 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.15 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.16 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument. Page 16
UNISERVE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.16 | Financial instruments (continued)
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are Page 17
UNISERVE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.16 | Financial instruments (continued)
initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled. Page 18
UNISERVE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In the application of the Company's accounting policies, which are described in note 2, management is required to make judgments, estimates and assumptions about the carrying value of assets and liabilities that are not readily separated from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates. Key balances which are affected by the use of estimate include the stock provision and bad debt provision. Estimates are calculated based on managements best estimate of recoverable amounts. 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Critical judgments The following judgments (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements. Decision to recognise a provision As described in note 23, the Company recognised a provision of £57,947,305 (2023: £63,516,027) in relation to claims against the Company in respect of services and goods supplied because it is considered more likely than not that the Company will be required to compensate customers. Key sources of estimation uncertainty The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows. I mpairment of investments The assessment of investment impairment involves management's judgment, considering market conditions, financial performance and relevant indicators. Observable data indicating that there has been a measurable decrease in the valuation methods, including market prices and discounted cash flow models, are employed with key assumptions such as cash flows and discount rates. Sensitivity analyses are conducted to assess the impact of critical assumptions. If impairment is identified, a provision is recorded, reducing the carrying amount. Detailed disclosures on impaired investments, including losses, judgments and assumptions are outlined in note 24. Whilst it is deemed that assessments are appropriate, actual results may differ due to inherent market uncertainties. Page 19
UNISERVE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Intercompany recharges | 19,380,083 | 22,831,575
| Rent | 9,431,026 | 9,509,902
|  | 28,811,109 | 32,341,477
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| United Kingdom | 28,811,109 | 32,341,477
|  | 28,811,109 | 32,341,477
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Sundry income | 594,421 | 72,644
|  | 594,421 | 72,644
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Depreciation of owned tangible fixed assets | 5,129,563 | 5,251,412
| Exchange differences | - | 31,539
| Other operating lease rentals | 2,414,540 | 2,543,614
6. | Fair value movements
| Fair value movements affecting profit are:
|  | 2024 | 2023
|  | £ | £
| Fair value movement on listed investments | 10,685,121 | 17,018,580
|  | 10,685,121 | 17,018,580
Page 20
UNISERVE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
7. | Income from shares in group undertakings
Dividends received from fixed asset investments in associates and subsidiaries amounted to £4,205,197 for the year ended 31 December 2024 (2023 : £27,465,226).
8. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 45,000 | 47,250
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
9. | Employees
| Staff costs, including Directors' remuneration, were as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Wages and salaries | 6,005,064 | 5,314,113
| Social security costs | 620,802 | 534,621
| Cost of defined contribution scheme | 192,594 | 179,479
|  | 6,818,460 | 6,028,213
| The average monthly number of employees, including the Directors, during the year was as follows:
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Directors | 3 | 3
|  | Employees | 199 | 186
|  |  | 202 | 189
Page 21
UNISERVE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
10. | Directors' remuneration
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Directors' emoluments | 1,002,845 | 1,389,205
| Company contributions to defined contribution pension schemes | 3,522 | 7,044
|  | 1,006,367 | 1,396,249
| During the year retirement benefits were accruing to 1 Directors (2023 - 2) in respect of defined contribution pension schemes.
| The highest paid Director received remuneration of £665,617 (2023 - £777,101).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £3,522 (2023 - £3,522).
| The Directors are considered to be the only key management personnel.
11. | Income from investments
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Dividend income from listed current asset investments | 2,263,519 | 5,152,684
|  | 2,263,519 | 5,152,684
12. | Interest receivable and similar income
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Bank and investment interest receivable | 6,063,983 | 3,435,866
|  | 6,063,983 | 3,435,866
Page 22
UNISERVE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
13. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Bank interest payable | 714,156 | 239,922
| Interest charge on provisions | 7,908,213 | 9,196,832
|  | 8,622,369 | 9,436,754
14. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | (1,373,358) | 11,583,637
|  | (1,373,358) | 11,583,637
| Total current tax | (1,373,358) | 11,583,637
| Deferred tax |  |
| Origination and reversal of timing differences | (312,382) | 157,765
| Total deferred tax | (312,382) | 157,765
| Tax on profit | (1,685,740) | 11,741,402
Page 23
UNISERVE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 14.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is the same as (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 23,707,782 | 133,906,762
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%) | 5,926,946 | 31,494,870
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | (20,196) | (2,578,843)
| Capital allowances for year in excess of depreciation | 451,686 | -
| Non-taxable income | (2,428,770) | (182,068)
| Chargeable gains/(losses) | (697,023) | 3,995,445
| Dividends from UK companies | (1,740,756) | (7,671,911)
| Adjustments in respect of prior periods | (2,865,245) | -
| Movement in deferred tax not recognised | (312,382) | (4,246,761)
| Deferred tax adjustments in respect of prior years | - | (14,109)
| Deferred tax for changes in tax rates | - | 261,486
| Fixed asset differences | - | 664,308
| Other differences leading to an increase (decrease) in the tax charge | - | 563
| Group relief | - | (9,981,578)
| Total tax charge for the year | (1,685,740) | 11,741,402
| Factors that may affect future tax charges
The Company transfer pricing review is in progress which may impact the tax treatment of group transactions. Should adjustment for transfer pricing result, Uniserve Holdings Limited, as a member of the GB Europe Holdings Limited, will offset the adjustment to corporation tax profits against the losses of other entities within the group via group relief as permitted by the UK tax legislation. Other than for transfer pricing adjustments, no compensation for the equivalent of loss relief used is paid in the group. Page 24
UNISERVE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
15. | Tangible fixed assets
|  | Long-term leasehold property | Plant and machinery | Motor vehicles | Fixtures and fittings | Computer equipment | Total
|  | £ | £ | £ | £ | £ | £
| Cost |  |  |  |  |  |
| At 1 January 2024 | 73,951,441 | 674,134 | 9,523,182 | 3,319,736 | 1,384,568 | 88,853,061
| Additions | - | - | - | - | 27,365 | 27,365
| At 31 December 2024 | 73,951,441 | 674,134 | 9,523,182 | 3,319,736 | 1,411,933 | 88,880,426
| Depreciation |  |  |  |  |  |
| At 1 January 2024 | 18,803,177 | 669,231 | 9,130,283 | 2,951,046 | 906,146 | 32,459,883
| Charge for the year | 4,605,119 | 1,038 | 206,250 | 192,189 | 124,967 | 5,129,563
| At 31 December 2024 | 23,408,296 | 670,269 | 9,336,533 | 3,143,235 | 1,031,113 | 37,589,446
| Net book value |  |  |  |  |  |
| At 31 December 2024 | 50,543,145 | 3,865 | 186,649 | 176,501 | 380,820 | 51,290,980
| At 31 December 2023 | 55,148,264 | 4,903 | 392,899 | 368,690 | 478,422 | 56,393,178
Page 25
UNISERVE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
16. | Fixed asset investments
|  | Investments in subsidiary companies | Investments in associates | Listed investments | Unlisted investments | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 January 2024 | 83,611,647 | 27,622,684 | 590,509 | 2,145 | 111,826,985
| Additions | 43,372 | 11,301,569 | - | - | 11,344,941
| Revaluations | - | - | (32,350) | - | (32,350)
| At 31 December 2024 | 83,655,019 | 38,924,253 | 558,159 | 2,145 | 123,139,576
| Impairment |  |  |  |  |
| At 1 January 2024 | 4,440,947 | - | - | - | 4,440,947
| At 31 December 2024 | 4,440,947 | - | - | - | 4,440,947
| Net book value |  |  |  |  |
| At 31 December 2024 | 79,214,072 | 38,924,253 | 558,159 | 2,145 | 118,698,629
| At 31 December 2023 | 79,170,700 | 27,622,684 | 590,509 | 2,145 | 107,386,038
Page 26
UNISERVE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Uniserve Limited | England and Wales | Ordinary | 99%
| Uniserve (Airfreight) Limited | England and Wales | Ordinary | 100%
| Uniserve (Europe) Limited | England and Wales | Ordinary | 100%
| Uniserve (UK) Limited | England and Wales | Ordinary | 100%
| Uniserve (Scotland) Limited | England and Wales | Ordinary | 100%
| Uniserve (Ireland) Limited | England and Wales | Ordinary | 100%
| Eurotrade Fulfillment Limited | England and Wales | Ordinary | 100%
| Ocean Gateway LLP | England and Wales | Ordinary | 99%
| Ocean Gateway (2) LLP | England and Wales | Ordinary | 99%
| Seafast Holdings Limited | England and Wales | Ordinary | 100%
| Wilgo Freight Holdings Limited | England and Wales | Ordinary | 100%
| Customs Insights Consultancy Limited | England and Wales | Ordinary | 100%
| Portall Solutions Limited | England and Wales | Ordinary | 100%
| One World Global Trade Management Limited | England and Wales | Ordinary | 100%
| Uniserve Pte Ltd (Previous name Uniseve EGDC Pte Ltd) | Singapore | Ordinary | 100%
| Kelleher Forwarding Limited | England and Wales | Ordinary | 99%
| Agency Labour Staff Limited | England and Wales | Ordinary | 100%
| Felixstowe Gateway Portcentric Services Ltd | England and Wales | Ordinary | 100%
| Dover Property Holdings Limited (Previous name "Gateway Portcentric Services Ltd") | England and Wales | Ordinary | 100%
| London Gateway Portcentric Services Ltd | England and Wales | Ordinary | 100%
| James Kemball Limited | England and Wales | Ordinary | 100%
| Regional Freight Services Limited | England and Wales | Ordinary | 99%
| Supply Chain Academy Limited | England and Wales | Ordinary | 100%
| Metro Global Holdings Limited | England and Wales | Ordinary | 100%
| Grand Events Holdings Limited | England and Wales | Ordinary | 75%
| Speke Property Holdings Limited | England and Wales | Ordinary | 100%
| *Seafast Cold-Chain Logistics plc | England and Wales | Ordinary | 100%
| *Seafast Global plc | England and Wales | Ordinary | 100%
| *Seafast Shipping plc | England and Wales | Ordinary | 100%
| *Seafast Liner Agency Limited | England and Wales | Ordinary | 100%
| *Seafast Logistics Limited | England and Wales | Ordinary | 100%
| *South Atlantic Container Line Limited | England and Wales | Ordinary | 100%
| **Cromwell Manor Functions Limited | England and Wales | Ordinary | 75%
| **Saville's Catering Limited | England and Wales | Ordinary | 75%
| ***Uniserve Drinks Logistics Limited | England and Wales | Ordinary | 100%
| ***Pelican Two Limited | England and Wales | Ordinary | 100%
| ****D.J.B. Haulage Limited | England and Wales | Ordinary | 100%
| ^CP Training Limited | England and Wales | Ordinary | 100%
| ^^Metro Shipping Limited | England and Wales | Ordinary | 100%
| ^^^London Stansted Cargo Limited | England and Wales | Ordinary | 100%
| ^^^Zenith Logistic Services (UK) Limited | England and Wales | Ordinary | 100%
Page 27
UNISERVE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 Subsidiary undertakings (continued)
| * Held indirectly via Seafast Holdings Limited ** Held indirectly via Grand Events Holdings Limited *** Held indirectly via Wilgo Freight Holdings Limited **** Held indirectly via James Kemball Limited ^ Held indirectly via Supply Chain Academy Limited ^^ Held indirectly via Metro Global Holdings Limited ^^^ Held indirectly via Uniserve (UK) Limited
17. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Due after more than one year |  |
| Amounts owed by group undertakings | 20,000,000 | 20,000,000
| Other debtors | 4,537,935 | 4,441,935
|  | 24,537,935 | 24,441,935
| Due within one year |  |
| Trade debtors | 597,739 | 336,823
| Amounts owed by group undertakings | 256,404,823 | 225,558,637
| Amounts owed by other participating interests | - | 4,732,445
| Other debtors | 2,775,477 | 2,163,895
| Prepayments and accrued income | 1,509,614 | 1,986,100
| Corporation tax recoverable | - | 368,167
|  | 285,825,588 | 259,588,002
| Amounts due from group undertakings are unsecured, interest-free, and have no fixed date for repayment. The Company has no intention to demand repayment within 12 months of the reporting date
18. | Current asset investments
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Unlisted investments | 223,274,392 | 286,648,086
|  | 223,274,392 | 286,648,086
Page 28
UNISERVE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
19. | Cash and cash equivalents
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Cash at bank and in hand | 19,677,159 | 47,769,011
|  | 19,677,159 | 47,769,011
20. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | 2,030,376 | 1,977,676
| Amounts owed to group undertakings | 449,330,424 | 518,981,826
| Amounts owed to other participating interests | - | 1,569,399
| Corporation tax | 9,600,907 | 12,804,987
| Other taxation and social security | 1,311,275 | 4,237,281
| Other creditors | 1,031,397 | 902,120
| Accruals and deferred income | 1,773,663 | 3,284,738
|  | 465,078,042 | 543,758,027
| The Company has bank facilities in place which are secured by a fixed and floating charge over the assets of the Company. Amounts due to group undertakings are unsecured, interest-free, and have no fixed date for repayment. The Company has no intention to demand repayment within 12 months of the reporting date.
21. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other creditors | 3,059,401 | 2,909,401
| The Company has bank facilities in place which are secured by a fixed and floating charge over the assets of the company.
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UNISERVE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
22. | Deferred taxation
|  | 2024
|  | £
| At beginning of year | (2,114,765)
| Charged to profit or loss | 312,382
| At end of year | (1,802,383)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Accelerated capital allowances | (1,802,383) | (2,114,765)
|  | (1,802,383) | (2,114,765)
23. | Provisions
|  | Claims provision | Dilapidations provision | Total
|  | £ | £ | £
| At 1 January 2024 | 63,516,027 | 600,000 | 64,116,027
| Unwind of discount | 7,908,213 | - | 7,908,213
| Released in year | (3,675,703) | - | (3,675,703)
| Other movements | (9,801,232) | - | (9,801,232)
| At 31 December 2024 | 57,947,305 | 600,000 | 58,547,305
| Claims provisions represent claims against the Company in respect of services and goods provided. The amount provided represents management's best estimate of the amount required to settle the obligation at the reporting date. The Company has not disclosed all of the information required by paragraphs 21.14 to 21.15 of FRS 102 on the grounds that it could seriously prejudice the position of the entity. The dilapidation provisions relate to a number of leases with different terms and hence the provisions are expected to be utilised at differing terms between 1 and 15 years. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.
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UNISERVE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
24. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 100,000 (2023 - 100,000) Ordinary shares of £1.00 each | 100,000 | 100,000
25. | Reserves
Profit and loss account The profit and loss account reserve includes all current and prior period retained profits and losses.
26. | Prior year adjustment
During the year, the company undertook a review of the carrying value of its investments in subsidiary undertakings. This review identified that an impairment indicator existed in a prior period and that the carrying amount of certain investments had been overstated. In accordance with FRS 102, the comparative figures have been restated to reflect the impairment that should have been recognised in the prior year. The adjustment has resulted in a decrease in the opening reserves for the current and comparative period and a corresponding reduction in the carrying value of investments by £4,440,947. This correction has no impact on the current or prior year’s profit or loss, cash flows, or the company’s ability to continue as a going concern.
27. | Commitments under operating leases
| At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Not later than 1 year | 2,414,540 | 2,543,614
| Later than 1 year and not later than 5 years | 4,410,358 | 6,669,565
|  | 6,824,898 | 9,213,179
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UNISERVE HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
28. | Related party transactions
| During the year the following transactions occurred with other related parties that were not wholly owned. Accumulated interest charged in respect of a loan of £4,524,340 (2023: £4,331,520) to Uniserve Funded Unapproved Retirement Benefit Scheme amounted to £2,124,340 (2023: £1,993,665). During the year interest of £96,000 (2023: £96,821) was charged in respect of this loan.
29. | Controlling party
The ultimate parent company is GB Global Holdco. Pte. Ltd., a company incorporated in Singapore. The UK parent undertaking for which consolidated accounts are prepared is GB Europe Holdings Limited. These consolidated accounts may be obtained from the Companies House website. The ultimate controlling party is I R Liddell by virtue of his shareholdings in the ultimate parent company.
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