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Registered number: 01826635 UNISERVE LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
UNISERVE LIMITED COMPANY INFORMATION
Directors | I R Liddell
| S W G Ireland
| G A Cobbing (appointed 8 May 2025)
| D L Barry (appointed 8 May 2025)
Company secretary | N K Brooks
Registered number | 01826635
Registered office | Upminster Court
| 133 Hall Lane
| Upminster
| Essex
| RM14 1AL
Independent auditor | MHA
| Chartered Accountants & Statutory Auditors
| 150 Midsummer Boulevard
| Milton Keynes
| Buckinghamshire
| MK9 1LZ
UNISERVE LIMITED CONTENTS
| Page
Strategic report | 1 - 3
Directors' report | 4 - 6
Independent auditor's report | 7 - 10
Statement of comprehensive income | 11
Balance sheet | 12
Statement of changes in equity | 13
Notes to the financial statements | 14 - 30
UNISERVE LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The Directors present their strategic report on Uniserve Limited (“the Company”) for the period ended 31 December 2024. The Company provides global supply chain management services and international freight services by sea, air and land to manufacturers and retailers around the world.
Business review
From December 2023 throughout 2024 and up until the date of this report most shipping lines have diverted traffic around the Cape of Good Hope instead of transiting via the Suez Canal due to Houthi attacks in the Red Sea/Gulf of Aden. This has added 7–14 days to transit times on Asia–Europe lanes and led to significant increases in freight rates and costs. We have also experienced a further increases in costs across all parts of the business, driven by inflation, higher labour expenses, and rising operational costs. Despite these challenges, we remain focused on operational efficiency and exploring opportunities to adapt to the evolving market conditions. Turnover has increased to £243.5m for the 12 month period to December 2024 from £200.5m for the 12 months to December 2023. Profit before tax has decreased to £21.3m for the period from £57.5m in 2023. We have attracted additional business from Commercial and Government clients with significant volumes due to the market struggling to provide solutions. Our 750,000 sq ft Mega Distribution Centre in Felixstowe provides specialist operations for the efulfilment, frozen food stuff, electronic and automotive sectors. This has enhanced our entire UK warehousing and distribution operations and has significantly increased our volumes. Overall the speed the business has been able to adjust to the changing demands created by the pandemic and subsequent global supply chain disruptions and capacity issues has made our services even more attractive to our customers. Page 1
UNISERVE LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Principal risks and uncertainties
The Directors have considered the principal risks and uncertainties facing the Company which continue to be actively monitored. Foreign currency risk The Company’s principal foreign currency exposures result from trading with foreign companies. Bank accounts are maintained in several foreign currencies and the Company also utilises forward cover contracts to mitigate foreign currency risks. Credit risks The Company has credit verification procedures that are followed to assess the credit worthiness of clients and continually monitors credit limits and payment patterns manage credit risk. Commercial risks The Company has exposure to commercial risks. Recently these have included above inflationary cost increases in a number of areas including utility bills, fuel prices, wages and volatility in foreign exchange rates. These are managed and monitored on an ongoing basis and are passed on to clients where necessary. Russia – Ukraine War The Russia – Ukraine situation continues to impact various aspects and it is difficult to predict the overall effect this will have on the economy. Although the Company does not trade with either country the impact overall on supply chains could have an impact on the Company’s business. Unrest in the Middle-East Unrest in the Middle East poses challenges to industry, as the region is a critical hub for global trade and energy supplies. Escalating tensions or conflicts can disrupt key shipping routes, such as the Strait of Hormuz or the Suez Canal, leading to delays, increased insurance costs, and rerouting expenses. Additionally, instability in oil producing nations can drive up fuel prices, further straining operating margins. Logistics firms must prepare for these risks by diversifying supply chains, monitoring geopolitical developments, and establishing contingency plans to mitigate potential disruptions.
Financial key performance indicators
The Company’s key performance indicators are turnover and profit before tax, details of which are set out above in the business review.
Other key performance indicators
The Company’s other key performance indicators include customer satisfaction reviews, client retention and growth reviews, warehousing pick accuracy statistics and on time delivery statistics. Page 2
UNISERVE LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
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, the 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 on the Strategic Report of the group’s annual report, which does not form part of this report. This report was approved by the board and signed on its behalf.
................................................ I R Liddell Director
Date: 23 January 2026
Page 3
UNISERVE 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; 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 providing global supply chain management services and international freight services by sea, air and land to manufacturers and retailers around the world.
Results and dividends
The profit for the year, after taxation, amounted to £22,782 thousand (2023 - £62,218 thousand). No dividends have been paid or proposed in the current year (2023 - £Nil).
Directors
The Directors who served during the year were:
I R Liddell and S W G Ireland
DL Barry and GA Cobbing were both appointed on 8 May 2025
Page 4
UNISERVE LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Future developments
Uniserve Limited ("Uniserve") has a diverse range of 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 on the 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 on the Strategic Report of the group’s annual report, which does not form part of this report.
Engagement with suppliers, customers and others
Similarly, 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) on 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, GB Europe Holdings 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.
Post balance sheet events
There have been no significant events affecting the Company since the year end. Page 5
UNISERVE LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Auditor
The auditors, 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: 23 January 2026
Page 6
UNISERVE LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNISERVE LIMITED
Opinion
We have audited the financial statements of Uniserve Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity 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 7
UNISERVE LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNISERVE 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 4, 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 8
UNISERVE LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNISERVE 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, potential or suspected litigation, claims, non-compliance with applicable laws and regulations and fraud; ∙Reviewing of financial statements disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; ∙Performing audit work over the risk of management override, including testing of journal entries and other adjustments for appropriateness; and ∙Performing substantive tests of detail over the completeness of income within the financial system. 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 9
UNISERVE LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNISERVE 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, UK Date: MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)23 January 2026 Page 10
UNISERVE LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
| 2024 | 2023
Note | £000 | £000
Turnover | 4 | 243,858 | 200,495
Cost of sales |  | (140,387) | (116,494)
Gross profit |  | 103,471 | 84,001
Administrative expenses |  | (77,414) | (19,466)
Other operating income | 5 | - | 3,259
Operating profit | 6 | 26,057 | 67,794
Interest receivable and similar income | 9 | 825 | 394
Interest payable and similar expenses | 10 | (6,667) | (10,701)
Profit before tax |  | 20,215 | 57,487
Tax on profit | 11 | 2,567 | 4,731
Profit for the financial year |  | 22,782 | 62,218
There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.
There was no other comprehensive income for 2024 (2023:£NIL).
The notes on pages 14 to 30 form part of these financial statements.
Page 11
UNISERVE LIMITED REGISTERED NUMBER: 01826635 BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Tangible assets | 12 |  | 17,431 |  | 26,666
|  |  | 17,431 |  | 26,666
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 13 | 505,327 |  | 532,476 |
Cash at bank and in hand | 14 | 21,516 |  | 6,402 |
|  | 526,843 |  | 538,878 |
Creditors: amounts falling due within one year | 15 | (130,818) |  | (167,571) |
Net current assets |  |  | 396,025 |  | 371,307
Total assets less current liabilities |  |  | 413,456 |  | 397,973
Provisions for liabilities |  |  |  |  |
Deferred taxation | 16 | (3,766) |  | (6,370) |
Other provisions | 17 | (56,257) |  | (60,952) |
|  |  | (60,023) |  | (67,322)
Net assets |  |  | 353,433 |  | 330,651
Capital and reserves |  |  |  |  |
Called up share capital | 18 |  | - |  | -
Profit and loss account | 19 |  | 353,433 |  | 330,651
|  |  | 353,433 |  | 330,651
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ I R Liddell
Director
Date: 23 January 2026
The notes on pages 14 to 30 form part of these financial statements. Page 12
UNISERVE LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Profit and loss account | Total equity
| £000 | £000
At 1 January 2023 | 268,433 | 268,433
Comprehensive income for the year |  |
Profit for the year | 62,218 | 62,218
At 1 January 2024 | 330,651 | 330,651
Comprehensive income for the year |  |
Profit for the year | 22,782 | 22,782
At 31 December 2024 | 353,433 | 353,433
| The notes on pages 14 to 30 form part of these financial statements.
Page 13
UNISERVE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Uniserve Limited is a private company limited by shares incorporated in England and Wales, registered number 01826635. The address of its registered office and principal place of business is Upminster Court, 133 Hall Lane, Upminster, Essex, United Kingdom, RM14 1AL. The principal activity of the Company has continued to be that of providing global supply chain management services and international freight services by sea, air and land to manufacturers and retailers around the world. The financial statements are presented in Sterling, 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 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of GB Europe Holdings Limited as at 31 December 2024 and these financial statements may be obtained from Companies House. Page 14
UNISERVE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.3 | Going concern
The financial statements have been prepared on a going concern basis. The directors have considered relevant information, including the annual budget, forecast future cash flows and impact of subsequent events in making their assessment. This assessment also considered the level of funding support available to the Company from the Group as well as the ability of the Group to repay the outstanding intercompany balances. On the basis of the above assessment the directors consider the Company to be a going concern.
| 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 comprehensive income 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: Revenue from freight forwarding services The provision for freight forwarding services include land, sea and air freight. Revenue from services delivered are recognised at the time of delivery based on the price specified in the contract with the customer. In both cases, revenue is recognised when the services are rendered, which coincide with the date of arrival or departure of shipments. Revenue from warehousing Revenue for warehousing is recognised over the period of time that the goods are held at Uniserve sites. Page 15
UNISERVE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.6 | 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.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | 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.
| 2.9 | 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. Page 16
UNISERVE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.10 | 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.
| 2.11 | 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. 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:
|  |  |  | Freehold property | - | 10% straight line
|  |  |  | Plant and machinery | - | 10-20% straight line
|  |  |  | Motor vehicles | - | 25% straight line
|  |  |  | Fixtures and fittings | - | 20% straight line
|  |  |  | Computer equipment | - | 25% straight line
|  |  |  | Containers | - | Reducing balance method over 3 year useful life
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. Page 17
UNISERVE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.12 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.13 | 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.
| 2.14 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 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. Page 18
UNISERVE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 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. 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. 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 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 Page 19
UNISERVE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.16 | Financial instruments (continued)
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 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 20
UNISERVE 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. 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. Container depreciation policy Management has made a judgment on the appropriate container depreciation policy and has decided to apply depreciation rates of 50%, 30% and 20% over 3 years to reflect the consumption of the asset. The need for an impairment was investigated but it was concluded that no impairment is required. Claims 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. Provisions are measured at the present value of the expenditure 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. 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. Impairment of group loans The Company makes an estimate of the recoverable value of group loans. When assessing the impairment of group loans management considers whether there is objective evidence of impairment including: - economic or legal reasons which would suggest the debtor is suffering financial difficulties; and - observable data indicating that there has been a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets. Page 21
UNISERVE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
4. | Turnover
The whole of the turnover is attributable to the Company's principal activities. Analysis of turnover by country of destination:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| United Kingdom | 226,597 | 180,193
| Rest of Europe | 17,261 | 20,302
|  | 243,858 | 200,495
5. | Other operating income
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Release of dilapidations provision and sundry income | - | 3,259
6. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Depreciation of owned tangible fixed assets | 10,967 | 25,128
| Exchange differences | (3,825) | (951)
| Other operating lease rentals | 16,366 | 14,904
7. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor and its associates:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 80 | 70
| 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.
Page 22
UNISERVE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
8. | Employees
| Staff costs were as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Wages and salaries | 24,265 | 24,869
| Social security costs | 2,429 | 2,656
| Cost of pension defined contribution scheme | 423 | 429
|  | 27,117 | 27,954
| The average monthly number of employees, including the Directors, during the year was as follows:
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Administration, marketing and commercial | 245 | 250
|  | Warehouse | 222 | 218
|  | Drivers | 168 | 196
|  |  | 635 | 664
| The Directors of the Company are remunerated by the immediate parent company for their roles across a number of group entities.
9. | Interest receivable and similar income
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Other interest receivable | 825 | 394
10. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Bank interest payable | - | 189
| Interest charge on provisions | 6,667 | 10,512
|  | 6,667 | 10,701
Page 23
UNISERVE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
11. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Corporation tax |  |
| Current tax on profits for the year | 37 | 1,303
|  | 37 | 1,303
| Total current tax | 37 | 1,303
| Deferred tax |  |
| Origination and reversal of timing differences | (2,604) | (6,034)
| Total deferred tax | (2,604) | (6,034)
|  | (2,567) | (4,731)
Page 24
UNISERVE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 11.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Profit on ordinary activities before tax | 20,215 | 57,487
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%) | 5,054 | 13,521
| Effects of: |  |
| Expenses not deductible for tax purposes | 14 | 623
| Adjustments to tax charge in respect of prior periods | - | 109
| Fixed asset differences | 2,784 | 69
| Movement in deferred tax | (2,604) | (357)
| Other tax adjustments relating to reliefs and transfers | - | (421)
| Group relief | (7,852) | (18,345)
| Foreign tax | 37 | 70
| Total tax charge for the year | (2,567) | (4,731)
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 25
UNISERVE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
12. | Tangible fixed assets
|  | Freehold property | Plant and machinery | Motor vehicles | Fixtures and fittings | Computer equipment | Containers | Total
|  | £000 | £000 | £000 | £000 | £000 | £000 | £000
| Cost or valuation |  |  |  |  |  |  |
| At 1 January 2024 | 418 | 3,869 | 1,737 | 3,278 | 140 | 103,863 | 113,305
| Additions | 332 | 268 | 2,159 | 1,904 | - | - | 4,663
| Disposals | (29) | - | - | - | - | (25,137) | (25,166)
| At 31 December 2024 | 721 | 4,137 | 3,896 | 5,182 | 140 | 78,726 | 92,802
| Depreciation |  |  |  |  |  |  |
| At 1 January 2024 | 104 | 1,867 | 300 | 982 | 140 | 83,247 | 86,640
| Charge for the year | 62 | 719 | 543 | 528 | - | 9,115 | 10,967
| Disposals | (25) | - | - | - | - | (22,211) | (22,236)
| At 31 December 2024 | 141 | 2,586 | 843 | 1,510 | 140 | 70,151 | 75,371
| Net book value |  |  |  |  |  |  |
| At 31 December 2024 | 580 | 1,551 | 3,053 | 3,672 | - | 8,575 | 17,431
| At 31 December 2023 | 314 | 2,003 | 1,437 | 2,296 | - | 20,616 | 26,666
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UNISERVE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
13. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Trade debtors | 38,375 | 19,373
| Amounts owed by group undertakings | 451,192 | 501,921
| Amounts owed by joint ventures and associated undertakings | 2,014 | 394
| Other debtors | 1,753 | 3,126
| Prepayments and accrued income | 11,993 | 7,662
|  | 505,327 | 532,476
| 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.
14. | Cash and cash equivalents
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Cash at bank and in hand | 21,516 | 6,402
15. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Trade creditors | 25,538 | 15,885
| Amounts owed to group undertakings | 64,258 | 83,638
| Amounts owed to other participating interests | 12,147 | 11,671
| Corporation tax | 11,910 | 27,624
| Other taxation and social security | 680 | 731
| Other creditors | 423 | -
| Accruals and deferred income | 15,862 | 28,022
|  | 130,818 | 167,571
| 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.
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UNISERVE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
16. | Deferred taxation
|  | 2024 | 2023
|  | £000 | £000
| At beginning of year | (6,370) | (12,404)
| Charged to profit or loss | 2,604 | 6,034
| At end of year | (3,766) | (6,370)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Accelerated capital allowances | (3,808) | (6,412)
| Pension and bad debt provisions | 42 | 42
|  | (3,766) | (6,370)
17. | Provisions
|  | Claims provisions | Dilapidations provisions | Total
|  | £000 | £000 | £000
| At 1 January 2024 | 53,546 | 7,406 | 60,952
| Charged to profit or loss | (8,263) | - | (8,263)
| Unwind of discount | 6,667 | - | 6,667
| Released in year | (3,099) | - | (3,099)
| At 31 December 2024 | 48,851 | 7,406 | 56,257
| 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.
Page 28
UNISERVE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
18. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
|  | Allotted, called up and fully paid |  |
|  | 102 (2023 - 102) Ordinary shares of £1.00 each | - | -
19. | Reserves
Profit and loss account The profit and loss account reserve includes all current and prior period retained profits and losses.
20. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £423,000 (2023 - £429,000). Contributions totalling £92,000 (2023 - £96,000) were payable to the fund at the balance sheet date and are included in creditors.
21. | 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
|  |  |  |  | £000 | £000
| Not later than 1 year | 2,006 | 3,665
| Later than 1 year and not later than 5 years | 875 | 2,974
|  | 2,881 | 6,639
Page 29
UNISERVE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
22. | Related party transactions
| The Company has taken advantage of the exemptions conferred in FRS 102 s. 33 not to disclose transactions with other group companies where 100% of the voting rights are controlled within the group. As at 31 December 2024, the Company owed £64,257,804 (2023 - £83,638,000) to companies within the same group. As at 31 December 2024, the Company was owed £451,192,470 (2023 - £501,921,000) from companies within the same group. As at 31 December 2024, the Company owed £12,147,467 (2023 - £11,671,000) to associates. As at 31 December 2024, the Company was owed £2,013,666 (2023 - £394,000) from associates. During the year, the Company made sales of £27,990,055 (2023 - £24,070,000) to and purchases of £21,142,675 (2023 - £83,573,000) from companies within the same group. During the year, the Company made sales of £2,518,955 (2023 - £1,378,000) to and purchases of £1,305,883 (2023 - £nil) from associates. No interest is charged and no fixed repayment terms have been agreed in respect of the above balances..
23. | Controlling party
The immediate UK parent company is Uniserve Holdings Limited, a company incorporated in England and Wales. The ultimate parent company is GB Global Holdco. Pte. Ltd., a company incorporated in Singapore. The smallest and largest 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 largest parent undertaking for which consolidated accounts are prepared is GB Global Holdco. Pte. Ltd. The ultimate controlling party is I R Liddell by virtue of his shareholding in the ultimate parent company.
Page 30