Caseware UK (AP4) 2025.0.111 2025.0.111 2025-12-312025-12-31No description of principal activitytruefalse54true2025-01-01false55truefalse 01821705 2025-01-01 2025-12-31 01821705 2024-01-01 2024-12-31 01821705 2025-12-31 01821705 2024-12-31 01821705 2024-01-01 01821705 c:CompanySecretary1 2025-01-01 2025-12-31 01821705 c:Director1 2025-01-01 2025-12-31 01821705 c:Director3 2025-01-01 2025-12-31 01821705 c:Director4 2025-01-01 2025-12-31 01821705 c:Director5 2025-01-01 2025-12-31 01821705 c:RegisteredOffice 2025-01-01 2025-12-31 01821705 d:Buildings d:ShortLeaseholdAssets 2025-01-01 2025-12-31 01821705 d:Buildings d:ShortLeaseholdAssets 2025-12-31 01821705 d:Buildings d:ShortLeaseholdAssets 2024-12-31 01821705 d:FurnitureFittings 2025-01-01 2025-12-31 01821705 d:FurnitureFittings 2025-12-31 01821705 d:FurnitureFittings 2024-12-31 01821705 d:FurnitureFittings d:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 01821705 d:OfficeEquipment 2025-01-01 2025-12-31 01821705 d:OfficeEquipment 2025-12-31 01821705 d:OfficeEquipment 2024-12-31 01821705 d:OfficeEquipment d:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 01821705 d:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 01821705 d:CurrentFinancialInstruments 2025-12-31 01821705 d:CurrentFinancialInstruments 2024-12-31 01821705 d:CurrentFinancialInstruments 1 2025-12-31 01821705 d:CurrentFinancialInstruments 1 2024-12-31 01821705 d:Non-currentFinancialInstruments 2025-12-31 01821705 d:Non-currentFinancialInstruments 2024-12-31 01821705 d:CurrentFinancialInstruments d:WithinOneYear 2025-12-31 01821705 d:CurrentFinancialInstruments d:WithinOneYear 2024-12-31 01821705 d:Non-currentFinancialInstruments d:AfterOneYear 2025-12-31 01821705 d:Non-currentFinancialInstruments d:AfterOneYear 2024-12-31 01821705 d:ReportableOperatingSegment1 2025-01-01 2025-12-31 01821705 d:ReportableOperatingSegment1 2024-01-01 2024-12-31 01821705 f:UnitedKingdom 2025-01-01 2025-12-31 01821705 f:UnitedKingdom 2024-01-01 2024-12-31 01821705 f:RestEuropeOutsideUK 2025-01-01 2025-12-31 01821705 f:RestEuropeOutsideUK 2024-01-01 2024-12-31 01821705 f:RestWorldOutsideUK 2025-01-01 2025-12-31 01821705 f:RestWorldOutsideUK 2024-01-01 2024-12-31 01821705 d:ShareCapital 2025-12-31 01821705 d:ShareCapital 2024-12-31 01821705 d:ShareCapital 2024-01-01 01821705 d:RetainedEarningsAccumulatedLosses 2025-01-01 2025-12-31 01821705 d:RetainedEarningsAccumulatedLosses 2025-12-31 01821705 d:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 01821705 d:RetainedEarningsAccumulatedLosses 2024-12-31 01821705 d:RetainedEarningsAccumulatedLosses 2024-01-01 01821705 c:OrdinaryShareClass1 2025-01-01 2025-12-31 01821705 c:OrdinaryShareClass1 2025-12-31 01821705 c:OrdinaryShareClass1 2024-12-31 01821705 c:FRS102 2025-01-01 2025-12-31 01821705 c:Audited 2025-01-01 2025-12-31 01821705 c:FullAccounts 2025-01-01 2025-12-31 01821705 c:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 01821705 d:WithinOneYear 2025-12-31 01821705 d:WithinOneYear 2024-12-31 01821705 d:BetweenOneFiveYears 2025-12-31 01821705 d:BetweenOneFiveYears 2024-12-31 01821705 d:MoreThanFiveYears 2025-12-31 01821705 d:MoreThanFiveYears 2024-12-31 01821705 d:CurrentFinancialInstruments 6 2025-12-31 01821705 d:CurrentFinancialInstruments 6 2024-12-31 01821705 2 2025-01-01 2025-12-31 01821705 d:AcceleratedTaxDepreciationDeferredTax 2025-12-31 01821705 d:AcceleratedTaxDepreciationDeferredTax 2024-12-31 01821705 d:TaxLossesCarry-forwardsDeferredTax 2025-12-31 01821705 d:TaxLossesCarry-forwardsDeferredTax 2024-12-31 01821705 d:OtherDeferredTax 2025-12-31 01821705 d:OtherDeferredTax 2024-12-31 01821705 g:PoundSterling 2025-01-01 2025-12-31 xbrli:shares iso4217:GBP xbrli:pure



Registered number: 01821705












ROHLIG UK LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

 

ROHLIG UK LTD

CONTENTS



Page
Company information
 
1
Strategic report
 
2 - 4
Directors' report
 
5
Directors' responsibilities statement
 
6
Independent auditor's report
 
7 - 10
Profit and loss account
 
11
Balance sheet
 
12
Statement of changes in equity
 
13
Notes to the financial statements
 
14 - 29


 

ROHLIG UK LTD
 
COMPANY INFORMATION


Directors
G Pryke 
D O'Connell 
R Lawry 
U Baum 




Company secretary
D O'Connell



Registered number
01821705



Registered office
16 Great Queen Street
Covent Garden

London

WC2B 5AH




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

ROHLIG UK LTD
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The directors present their strategic report on the company for the year ended 31 December 2025. 

The principal activity of the company continues to be that of international freight forwarders, being based on the brokerage of transport services between our customers and freight carriers.

Business review
 
Turnover for the year amounted to £24,202,931 (2024: £30,195,349), a decrease of 20% compared with the prior year. The gross margin percentage increased to 17.8% during the year (2024: 17%).

The decrease in revenue is due to lower contract rates. The increase in gross profit margin is attributed to improved supplier negotiations and increased operational efficiency.
 
The operating (loss)/profit decreased in the year to a loss of £584,707 (2024: a profit of £193,116), largely due to the market pressures as noted above.

Trade debtors, compared to the prior year, have decreased by 27.9% to £2,390,901 (2024: £3,315,066), reflecting a decrease in sales in the last quarter of 2025 compared to 2024. Debtors days are in line with expectations. Amounts owed by group companies of £1,098,197 (2024: £1,461,744) include cash pooling balances of £103,287 (2024: £692,681). Trade creditors of £801,813 (2024: £1,435,502) have decreased, mirroring the decrease in sales and trade debtors. Accruals and deferred income, amounting to £736,797 (2024: £1,265,900), mainly comprise cost of sales accruals. The ageing of accruals is monitored regularly in order to ensure that these are matched off with supplier liabilities and is also in line with expectations.

The company ended the year with a balance sheet position showing, net current assets of £1,778,611 (2024: £2,153,035) and net assets of £2,166,771 (2024: £2,730,896).

For the coming financial year ending 31 December 2026, the company expects to see further increases in job count, volumes and profit margins as we venture into new verticals, brands and invest in the sales team.

As mentioned above, the directors anticipate that performance in 2026 will be in line with periods prior to 2021.

There are no other financial key performance indicators other than those mentioned above.
 

Page 2

 

ROHLIG UK LTD

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties

The principal risks to the business are derived from overall levels of economic activity and movement of goods, which are outside the directors' control. The directors monitor such developments in order that appropriate action with regard to costs and resources can be taken in event of material changes arising. 

Credit risk

The company manages the risk of the financial loss, resulting from customers defaulting, through the use of credit checks, establishing credit limits and utilising credit insurance. The company appreciates that there is a balance between commercial considerations and the management of risk regarding potential impairment of trade debtors.

Going concern

The company has the ongoing support of the parent company and this has been confirmed by way of a letter of support which confirms continued support for the foreseeable future. The group has a €80m credit facility in place at the year end which is due to run until April 2027, under which Rohlig UK Limited is a cross guarantor. Due to the current expectation that sufficient resources will be available to provide the company with the necessary support the directors continue to prepare the financial statements of the entity on the going concern basis.

Economic risk

The company’s activities are potentially exposed to a downturn in the UK and wider global economies. The company has sought to manage this risk by ensuring that it has a diversified customer base across all service lines.

The directors believe that the company is well placed to overcome any challenges presented by this uncertainty given the diversified global customer and supplier relationships.

Foreign exchange risk

There is a risk that movements in foreign exchange rates could affect the working capital of the company as it transacts principally in Sterling, US Dollar and Euro. The company is able to minimise risk by having access to multiple currency accounts by way of the group cash pooling arrangement.

Financial risk management objectives and policies
 
The directors are significantly driven by the number of shipments undertaken measured according to modes of transport and destination. Ultimately performance in this regard is reflected in levels of financial turnover and gross profit margins. Net operating profit is also significantly affected by levels of operating costs, net margin and overheads which are subject to close scrutiny and control. These will also be affected by market conditions.

The directors address both the strategic and specific risks facing the company, including but not restricted to, the environmental and social responsibility risks using management procedures. The management procedures consider all aspects of the business - the market sectors in which the company operates, the nature and quality of its customers, and the suppliers.

Page 3

 

ROHLIG UK LTD

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


This report was approved by the board and signed on its behalf.




R Lawry
Director

Date: 14 April 2026

Page 4

 

ROHLIG UK LTD

DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

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

Results and dividends

The loss for the year, after taxation, amounted to £564,125 (2024 - profit of £149,500).

No dividend (2024: £nil) was declared and paid in the financial year.

Directors

The directors who served during the year were:

G Pryke 
D O'Connell 
R Lawry
U Baum

Matters covered in the Strategic Report

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic 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.

This report was approved by the board and signed on its behalf.
 





R Lawry
Director

Date: 14 April 2026

Page 5

 

ROHLIG UK LTD
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

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 2006They 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.

Page 6

 

ROHLIG UK LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROHLIG UK LTD
 FOR THE YEAR ENDED 31 DECEMBER 2025

Opinion


We have audited the financial statements of Rohlig UK Ltd (the 'company') for the year ended 31 December 2025, which comprise the profit and loss account, the balance sheet, the statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 2025 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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.


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 reportOur 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.


Page 7

 

ROHLIG UK LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROHLIG UK LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

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 6, 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

 

ROHLIG UK LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROHLIG UK LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

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:

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company’s sector; 
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

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

performed analytical procedures to identify any unusual or unexpected relationships;
tested a sample of journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.

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

agreeing financial statement disclosures to underlying supporting documentation; and
enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards require that we identify non-compliance with laws and regulations through enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any, as well as any additional procedures deemed necessary. 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

Page 9

 

ROHLIG UK LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROHLIG UK LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


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.


Use of our report
 

This report is made solely to the company's shareholder in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the company's shareholder 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 shareholder for our audit work, for this report, or for the opinions we have formed.





Thomas Dickinson (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

14 April 2026
Page 10

 

ROHLIG UK LTD
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025

As restated
2025
2024
Note
£
£

  

Turnover
 4 
24,202,931
30,195,349

Cost of sales
  
(19,864,360)
(25,091,119)

Gross profit
  
4,338,571
5,104,230

Administrative expenses
  
(5,752,567)
(5,725,354)

Other operating income
 5 
829,289
814,240

Operating (loss)/profit
 6 
(584,707)
193,116

Interest receivable and similar income
 9 
20,582
27,954

Interest payable and similar expenses
 10 
-
(1,467)

(Loss)/profit before tax
  
(564,125)
219,603

Tax on (loss)/profit
 11 
-
(70,103)

(Loss)/profit for the financial year
  
(564,125)
149,500

There are no items of other comprehensive income for either the year or the prior year other than the (loss)/profit for the year. Accordingly, no statement of other comprehensive income has been presented.

The notes on pages 14 to 29 form part of these financial statements.

Page 11


 
REGISTERED NUMBER:01821705
ROHLIG UK LTD

BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 12 
613,393
707,887

Current assets
  

Debtors
 13 
4,245,697
5,617,593

Cash at bank and in hand
  
25
25

  
4,245,722
5,617,618

Creditors: amounts falling due within one year
 14 
(2,467,111)
(3,464,583)

Net current assets
  
 
 
1,778,611
 
 
2,153,035

Total assets less current liabilities
  
2,392,004
2,860,922

Creditors: amounts falling due after more than one year
 15 
(225,233)
(130,026)

  

Net assets
  
2,166,771
2,730,896


Capital and reserves
  

Called up share capital 
 17 
350,000
350,000

Profit and loss account
 18 
1,816,771
2,380,896

Total equity
  
2,166,771
2,730,896


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




R Lawry
Director

Date: 14 April 2026

The notes on pages 14 to 29 form part of these financial statements.

Page 12

 

ROHLIG UK LTD

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2024
350,000
2,231,396
2,581,396



Profit for the financial year
-
149,500
149,500



At 1 January 2025
350,000
2,380,896
2,730,896



Loss for the financial year
-
(564,125)
(564,125)


At 31 December 2025
350,000
1,816,771
2,166,771


The notes on pages 14 to 29 form part of these financial statements.

Page 13

 

ROHLIG UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

The principal activity of Rohlig UK Limited continued to be that of international freight forwarders.

The company is a private company limited by shares and incorporated in England and Wales. Its principal place of business is World Business Centre 3, Newall Road, London Heathrow Airport, Middlesex, TW6 2TA and its registered office is 16 Great Queen Street, Covent Garden, London, WC2B 5AH.

The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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 company is included in the consolidated financial statements of Rohlig Logistics GmbH & Co. KG for the year ended 31 December 2025. These financial statements may be obtained from Rohlig Logistics GmbH & Co. KG, Am Weser Terminal 8, 28217 Bremen, Germany.

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 29 Income tax paragraph 29.28b and 29.29; and
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

The following principal accounting policies have been applied:

Page 14

 

ROHLIG UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.2

Going concern

In making their going concern assessment, the directors have considered post year end trading and the anticipated future financial results of the company.

The company participates in a group cash pooling arrangement, and accordingly all cash balances are pooled into this facility on a daily basis. The company is therefore reliant on the ability to access working capital funds from this facility as and when required. 

The company has the ongoing support of the parent company and this has been confirmed by way of a letter of support which confirms continued support for the foreseeable future. The group has a €80m credit facility which runs until April 2027. Due to the current expectation that sufficient resources will be available to provide the company with the necessary support the directors continue to prepare the financial statements of the entity on the going concern basis.

As a result, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meets its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date the financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

 
2.3

Revenue

Revenue comprises income from services for freight forwarding invoiced to customers less charges for customs, duties and taxes. 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 import duties and taxes chargeable to customers, value added tax and other sales taxes. The following criteria must be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the terms of the contract when all of the following conditions are satisfied:

the amount of revenue can be measured reliably;

it is probable that the company will receive the consideration due under the contract;

the costs incurred and the costs to complete the contract can be measured reliably.
 

 
2.4

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.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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.

Page 15

 

ROHLIG UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.4
Tangible fixed assets (continued)

Depreciation is provided on the following bases:

Land & buildings, short leasehold
-
10%-20%
Fixtures and fittings
-
20%
Office 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 the profit and loss account.

  
2.5

Impairment of fixed assets

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which they are separately identifiable cash flows (CGU). Fixed assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.6

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.

Page 16

 

ROHLIG UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
2.7

Financial instruments

The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. 

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 deducting all of its liabilities.

The company’s policies for its major classes of financial assets and financial liabilities are set out below. 

Financial assets

Basic financial assets, including trade and other debtors, cash and bank balances, and intercompany working capital balances are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other creditors, and loans from fellow group companies are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

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

Page 17

 

ROHLIG UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
2.7

Financial instruments (continued)

Derivative contracts

Derivatives contracts, including foreign exchange forward contracts, are not basic financial instruments. 

Derivatives contracts are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in interest payable and similar expenses or interest receivable and similar income as appropriate. 

Impairment of financial assets

Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. 

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets and financial liabilities

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

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

Offsetting of financial assets and financial liabilities

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.

  
2.8

Share capital

Ordinary shares are classified as equity.

Page 18

 

ROHLIG UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.9

Foreign currency translation

Functional and presentational currency

The company's functional and presentational currency is Sterling (£).

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 into 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 the profit and loss account.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'interest receivable and similar income' or 'interest payable and similar expenses'. All other foreign exchange gains and losses are presented in the profit and loss account within 'administrative expenses'.

 
2.10

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.

 
2.11

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.

 
2.12

Leased assets: the company as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Page 19

 

ROHLIG UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.13

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.

 
2.14

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.15

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.

Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.

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 arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.

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. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 20

 

ROHLIG UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and key estimates in applying the company's accounting policies. The significant items in the financial statements where these judgements and estimates have been made are:

Impairment of trade debtors

The directors review the recoverability of trade debtors on a regular basis, and provide for debtors that are considered potentially doubtful. The judgements relating to trade debtors, and the provision for doubtful debts thereon, include an estimation of the expected future recovery of the debtor, including specific factors on a customer basis. Actual outcomes could be different to the assumptions used in determining the estimates.


4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Freight forwarding services
24,202,931
30,195,349


Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
14,636,189
19,424,939

Rest of Europe
3,142,666
3,677,648

Rest of the world
6,424,076
7,092,762

24,202,931
30,195,349



5.


Other operating income

As restated
2025
2024
£
£

Other operating income
829,289
814,240


Page 21

 

ROHLIG UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

6.


Operating (loss)/profit

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

2025
2024
£
£

Depreciation of tangible fixed assets
99,138
77,055

Exchange differences
(513)
8,253

Other operating lease rentals
450,027
358,036

Fees payable to the company's auditor for the audit of the company's annual financial statements
46,454
41,234

Fees payable to the company's auditor for other services
9,040
11,790

Defined contribution pension cost
191,499
328,520

Dead freight penalty (credit)/charges
-
(198,343)


7.


Employees

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


2025
2024
£
£

Wages and salaries
2,925,264
2,840,348

Social security costs
351,363
300,226

Cost of defined contribution scheme
191,499
328,520

3,468,126
3,469,094


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Administration
51
50



Directors
4
4

55
54

Page 22

 

ROHLIG UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
557,183
592,746

Company contributions to defined contribution pension schemes
19,009
18,449

576,192
611,195


During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £344,109 (2024 - £340,846).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2024 - £NIL).

The total accrued pension provision of the highest paid director at 31 December 2025 amounted to £NIL (2024 - £NIL).

Only the directors are considered to be key management personnel. Total remuneration in respect of the individuals is presented above.


9.


Interest receivable and similar income

2025
2024
£
£


Group interest receivable
20,582
27,954


10.


Interest payable and similar expenses

2025
2024
£
£


Other interest payable
-
1,467

Page 23

 

ROHLIG UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Taxation


2025
2024
£
£



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
-
70,103

Total deferred tax
-
70,103


Tax on (loss)/profit
-
70,103

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


(Loss)/profit on ordinary activities before tax
(564,125)
219,603


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(141,031)
54,901

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
18,384
21,631

Capital allowances for year in excess of depreciation
20,964
(69,976)

Adjustments to tax charge in respect of prior periods
-
62,345

Short-term timing difference leading to an increase (decrease) in taxation
(364)
1,202

Unrelieved tax losses carried forward
102,047
-

Total tax charge for the year
-
70,103

The substantively enacted corporation tax rate is 25%. Deferred taxes at balances sheet date have been measured at the corporation tax rate of 25% and are reflected as such in these financial statements.

The group of which the company is a part is subject to the global minimum top-up tax under Pillar Two legislation. The company is subject to a corporation tax rate of 25% on its taxable profits under UK corporation tax legislation, which is above the minimum effective tax rate of 15% on a jurisdictional basis for multinational enterprise groups and large-scale national groups as defined by the legislation. Based on this, the management is of the opinion that it is not exposed to a top-up tax in the UK following the implementation of the Pillar Two legislation.

Page 24

 

ROHLIG UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.


Tangible fixed assets


Short-term leasehold property
Fixtures and fittings
Office equipment
Total

£
£
£
£



Cost


At 1 January 2025
857,134
53,697
30,739
941,570


Additions
-
-
4,644
4,644



At 31 December 2025

857,134
53,697
35,383
946,214



Depreciation


At 1 January 2025
205,005
24,896
3,782
233,683


Charge for the year
79,929
14,196
5,013
99,138



At 31 December 2025

284,934
39,092
8,795
332,821



Net book value



At 31 December 2025
572,200
14,605
26,588
613,393



At 31 December 2024
652,129
28,801
26,957
707,887

Page 25

 

ROHLIG UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

13.


Debtors

2025
2024
£
£



Trade debtors
2,390,901
3,315,066

Amounts owed by group undertakings
1,098,197
1,461,744

Other debtors
303,913
484,317

Prepayments and accrued income
294,567
162,667

Tax recoverable
-
44,808

Deferred taxation
148,991
148,991

Financial instruments
9,128
-

4,245,697
5,617,593


Included within amounts owed by group undertakings are amounts transferred under the group cash pooling arrangement of £103,287 (2024: £692,681). The balance of amounts owed by group undertakings, of £994,910 (2024: £769,063) are interest-free, unsecured, have no fixed repayment date and are repayable on demand.


14.


Creditors: amounts falling due within one year

2025
2024
£
£

Trade creditors
801,813
1,435,502

Amounts owed to group undertakings
574,351
373,613

Other taxation and social security
273,791
329,371

Other creditors
49,097
26,230

Accruals and deferred income
768,059
1,265,900

Financial instruments
-
33,967

2,467,111
3,464,583


Amounts owed to group undertakings are interest-free, unsecured, have no fixed repayment date and are repayable on demand.


15.


Creditors: amounts falling due after more than one year

2025
2024
£
£

Accruals and deferred income
225,233
130,026

225,233
130,026


Page 26

 

ROHLIG UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

16.


Deferred taxation




2025
2024


£

£






At beginning of year
148,991
219,094


Charged to profit or loss
-
(70,103)



At end of year
148,991
148,991

The deferred tax asset is made up as follows:

2025
2024
£
£


Accelerated capital allowances
(109,345)
(127,763)

Tax losses carried forward
243,510
269,447

Short term timing differences
14,826
7,307

148,991
148,991


17.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



350,000 (2024 - 350,000) Ordinary shares of £1.00 each
350,000
350,000

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.



18.


Reserves

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.


19.


Contingent liabilities

The group has a €80m credit facility in place as at 31 December 2025, under which Rohlig UK Ltd is a cross-guarantor. The group had drawn €17,112,016 against the facility as at 31 December 2025 (2024: €8,399,728), of which the company would be liable to €7,591,000 (2024: €8,399,728) under the cross-guarantee.

Page 27

 

ROHLIG UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

20.


Prior year reclassification

Subsequent to the approval of the financial statements for the year ended 31 December 2024, the directors identified a restatement required to the presentation of income arising from group recharges. Group recharge income totalling £814,240 has been reclassified from administrative expenses, and represented as other operating income in order to better reflect the nature of this income.

This restatement has no impact on total equity, net assets, or the reported profit for the year ended 31 December 2024.


21.


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 £342,553 (2024: £328,520). Contributions totalling £52,858 (2024: £27,919) were payable to the fund at the balance sheet date and are included in creditors.


22.


Commitments under operating leases

At 31 December 2025 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£


Not later than 1 year
339,442
334,548

Later than 1 year and not later than 5 years
934,989
1,079,475

Later than 5 years
-
147,094

1,274,431
1,561,117

23.
Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33.1A "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.

Transactions with other related parties are as follows:




Relationship

Transaction

Amount
Amount due from/(to) related parties




2025
 
2024 
2025 
2024 




£
 
£ 
£ 
£ 



Associated group companies
Intercompany sales
30,577
30,815
-
-


Intercompany purchases
39,572
29,396
-
-



Intercompany balances
-
-
111,330
102,335


Amounts due from/(to) related parties are unsecured, interest-free and due for repayment within one year.
Page 28

 

ROHLIG UK LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

24.


Parent undertaking

The immediate parent undertaking of the smallest group of undertakings is Rohlig & Co Internationale Beteiligungsgesellschaft mbH, a company registered in Germany. Consolidated accounts are prepared.

The ultimate parent undertaking of the largest group of undertakings is Rohlig Logistics GmbH & Co. KG, a company registered in Germany. Consolidated accounts are prepared and are available from Rohlig Logistics GmbH & Co. KG, Am Weser Terminal 8, 28217 Bremen, Germany.

 
Page 29