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Company registration number: 05983127







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


HILLEBRAND BULK LOGISTICS LIMITED






































                        

 


HILLEBRAND BULK LOGISTICS LIMITED
 


 
COMPANY INFORMATION


Directors
K Fry 
R A Davies (resigned 31 December 2025)
S W Ansell 
C L Baker 




Company secretary
C L Baker



Registered number
05983127



Registered office
Vanbrugh House First Floor
West Wing

Grange Drive

Southampton

Hampshire

SO30 2AF




Independent auditor
Deloitte LLP
Chartered Accountants & Statutory Auditor

9 Haymarket Square

Edinburgh

EH3 8RY





 


HILLEBRAND BULK LOGISTICS LIMITED
 



CONTENTS



Page
Strategic Report
1 - 6
Directors' Report
7 - 10
Directors' Responsibilities Statement
11
Independent Auditor's Report
12 - 16
Statement of Comprehensive Income
17
Statement of Financial Position
18
Statement of Changes in Equity
19
Notes to the Financial Statements
20 - 37


 


HILLEBRAND BULK LOGISTICS LIMITED
 


 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their strategic report, annual report and the audited financial statements of the Company for the year ended 31 December 2025.

The financial statements are presented in US dollars ("$") because this is the functional currency of the company.

Objectives and Strategies
 
The company is part of the Hillebrand Gori Group, which is part of the Global Freight Forwarding division of Deutsche Post DHL. This division is responsible for air, ocean and road freight transport. The principal activity of Hillebrand Gori Group and this entity Hillebrand Bulk Logistics Ltd, is our freight forwarding services to the Beer, Wine and Spirits market. 

With the Hillebrand Gori Group global product offering in air, ocean and road transport we aim to achieve growth that exceeds the market average. To achieve this goal, we are continually expanding our product and services portfolio and improving our internal processes.

The growth objective is expected to be achieved through a number of activities including developing new customers, and leveraging the comprehensive transport network which has been created by the group.

In 2026 the Directors have agreed to transfer all the business, assets, liabilities and employees (via TUPE) to Hillebrand Gori UK (Limited). Hillebrand Gori Scotland Ltd will transfer at the same time to create one unified business of all the BWS (Beer, Wine and Spirits) business in the UK.

Business Model

Our business model is asset-light, as it is based on the brokerage of transport services between our customers and freight carriers. This allows us to consolidate shipments and purchase cargo space at better conditions. Our global presence ensures network optimisation and the ability to meet the increasing demand for efficient outing and multimodal transport.

Our logistics solutions span the entire supply chain, from production to retail partners. We collect and deliver goods, handle customs formalities, and insure the loads. In this way we can ensure safety and reliability across national borders. Our customers come from companies of all sizes, and operate primarily in the Beer, Wine and Spirits market.

Future Trends
 
Hillebrand Gori Group will continue to invest within its core commodity range Wines, Beers & Spirits, along with adjacent products. Developments within supply chain solutions and IT investment will continue to lead the service industry, delivering further value to our partners.

Business Development remains a priority, with the focus on maximising our extensive range of service solutions through our current and future partners.

Trading volumes are down year on year due to the increasing change in consumer behaviour, going into 2026 they are in line with 2025 comparative results. The main factors contributing to the stability of our organisation is that we continue to develop value added services, expand our service range and improve cohesion through corporate, area and local negotiations. A solid return from majority of tenders, both at local and group level, our sales delivery and concentrated brand advertising and awareness has served to reinforce our continued high standing within the market. 

Internal and external KPI performance remains a key driver and focus within our business, with a clear comprehension of service excellence within our business unit has also reinforced our strong professional integrity.

Page 1

 


HILLEBRAND BULK LOGISTICS LIMITED
 



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

Analysis of performance
 
For the year under review loss after tax is $3,743,460 (2024: $15,776,865).

Economic changes, political unrest, consolidation within the shipping industry, changes in consumer behaviour and sizeable fluctuations within floating cost components in a backdrop of capacity constraints continue to challenge the financial dynamics within Hillebrand Gori Group.

That said, our inherent understanding of the global market and continued investment within the beverage shipping sector, integrated with our core beliefs of protection and innovation with our customer and service partners has sustained an unrivalled market position in both cost and service.

Revenue declined year on year by 7% due to stabilised Freight rates and change in customer base.

Revenue decreased by 7% to $64,932,648 (from $69,658,151 in 2024).

Gross Profit decreased by 47% to $5,577,439 (from $10,599,004 in 2024).

Operating profit decreased by 70% to $2,651,091 (from $8,904,150 in 2024).

Decrease in gross profit and operating profit is due to cost reduction and the high release of freight accruals in 2024 ($6,470,933) that was due to the change in retention period, therefore not seen in 2025. Gross profit excluding this ls increased by 36% excluding release 2025 $5,577,439 (2024: $4,128,071).  Operating Profit decreased by 73%, however excluding the one off release of accruals 2025 $2,651,096 (2024: $2,433,217) a 8.9% increase.
  
The overall decrease in loss after tax was 124% to -$3,743,460 (from $15,776,865 in 2024).

In 2025 there was a write off of investment due to the subsidiary ceasing trade ($4,958,504). 

Dividends recieved in 2025: Nil (2024: $6,803,146).

It is the view of the Directors that the accounts presented here represent a true and fair view of the state of affairs of the company and the results for the twelve months to 31 December 2025.

Page 2

 


HILLEBRAND BULK LOGISTICS LIMITED
 



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

Section 172 Statement
 
The board of directors of Hillebrand Bulk Logistics Limited consider, both individually and together, they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole (while having regard to the stakeholders and matters set out in s172(a)(a-f) of the act) in the decisions taken int he year ended 31 December 2025.

In doing so have regard for (amongst other matters)
• The likely consequences of any decision in the long-term
• The interests of the company’s employees
• The need to foster the company’s business relationships with suppliers, customers and others.
• The impact of the company’s operations on the community and the environment
• The desirability of the company maintaining a reputation for high standard of business conduct
• The desire to act fairly with members of the company.

Interests of the company

The directors of the company act in good faith in ensuring long term profitability and continued growth.

The directors give careful consideration to the factors set out above in discharging their duties under section 172(1). The stakeholders the Board has identified with regard to this are:
• Our Customers
• Our Suppliers
• Our Employees
• Our Investors

The board of directors had been changed in line with current management structure.

This is covered by our 4 bottom lines, Provider of choice, Employer of choice, Investor of choice and Green Logistics of choice.

Relationships with customers and suppliers

The directors are keen to maintain,  despite the transfer of business to Hillebrand Gori UK Limited, the company’s current market share in the expanding bulk logistic market through continuing to improve its full service offering enhanced by a focus on customer service and flexitank equipment development. Being part of the Hillebrand Group we are able to offer a truly global operation and technical support service throughout the world to all our customers.

The company continues to be involved in the independent body issuing guidelines for the use and applications of flexitanks under the guise of the Container Owners Association(COA). It is hope that this multifaceted organisation populated by shipping lines, flexitank manufacturers and operators will drive the quality requirement of the industry to even higher levels and reduce the threat of poor quality products and services affecting the industry as a whole. In addition we are working with other specific targeted trade bodies to promote our unique quality assurance across the whole operating lifecycle of the flexitank. This involvement will continue following the transfer of business to Hillebrand Gori UK Limited.

Hillebrand Gori Group are the leading service provider in the forwarding, transport and logistics of wine, beer, spirits. The directors remain confident in the stability of our business which will be driven through continued development of value added services, the expansion of our service range and improved cohesion through corporate, area and local negotiations.

As a provider of choice, we aim to have long lasting customer relationships which are all based upon responsible business practice that complies with applicable laws and ethical standards. We have an established Code of conduct, we require our supplier to act in the same way and ask them to sign our Supplier code of conduct.

Environment

Hillebrand Bulk Logistics Limited is committed to reducing the environmental impact of its operations, we have obtain ISO 14001 certification and are working in collaboration with partners to both reduce our reliance on road transport and fully recycling our flexitanks in the UK demonstrating our commitment & responsibility towards the E2E Product life cycle management of our equipment. Such an approach has been externally recognised with the industry sector with the company attaining several environmental awards.
 
Page 3

 


HILLEBRAND BULK LOGISTICS LIMITED
 



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


With regards to the environmental strategy, as well as enhancing customer experience, we continue to promote and develop our web-based order management platform called myHillebrand, which documents and records the carbon emissions for every movement of beverages entrusted to us. This calculator replaces the original UK drinks industry standard for calculating emissions which Hillebrand Gori Group created alongside the WSTA. With this platform, customers are now able to instantly quantify the emissions associated to their shipments, better analyse their global footprint and make steps to reduce the impact of their operations. This data and these calculations are presented for each leg of the journey from collection to delivery.

The Hillebrand Gori Group also invested in dedicated resource and training in relation to our Go Green / Sustainability Strategy. As part of the DHL Group, and the Go-Green program, we are striving for net zero emission logistics for the group by 2050. We aim to do this by finding lower emission transport solutions for our customer, including the increased use of rail over road. Hillebrand Bulk Logistics Limited also recycles flexi bags, bulkheads and CRS Kits (Container reinforcement system).

Our People

Our key asset is considered to be our staff and we continue to invest in training programmes to ensure all team members are operating at the correct level. Productivity of staff remain stable, as we continue with hybrid working. During 2025 we continued to engage with our employees via regular town hall presentations / discussions. We also conduct our annual Employee Opinion Survey with the Management Team continuing to be committed to taking action to address opportunities identified through feedback from a group and local level to ensure we remain the Employer of Choice.

Internal KPI performance, including Data Quality, Invoicing accurately and on time and workload remains a key driver and focus within our business, with a clear comprehension of service excellence within our business unit has also reinforced our strong professional integrity.

Investor

Our cash management remains strong and will continue up until the transfer of business in 2026, where it will remain a focus within Hillebrand Gori UK Limited.

As a leading beverage specialist, Hillebrand Bulk Logisitcs is extremely proud to invest in the UK beverage sector and we believe that by transferring the business to Hillebrand Gori UK Limited we can continue to lead with innovative solutions, brand awareness and shipping intelligence programs to our growing customer base in 2026.

No Dividends were declared and paid in 2025 ($21,402,064 in 2024).

Page 4

 


HILLEBRAND BULK LOGISTICS LIMITED
 



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

Principal risks and uncertainties


The key operational risk is the threat of competition within the market, equipment constraints, increased cost of sales and the driving down of margins in the sector. To address these, Hillebrand Bulk Logistics Limited ensures that the service provided acts as a differentiator and as such, we position ourselves in the marketplace appropriately.

Our finances remain strong and having taken that into consideration along with the expected performance between now and transfer of business to Hillebrand Gori UK Limited, the Directors consider that the company has sufficient resources to continue its operational existence for that time.

The company trades in multiple currencies and therefore has a risk of forex exposure.

At the end of 2025 and heading into 2026, inflation was expected to decrease in the United Kingdom by Q2, supported by lower energy process, moderating pay growth, stabilisation of regulated prices and restrictive monetary policy, however with the Middle East conflict that started in March of 2026, the United Kingdom saw an increase in inflation recently with expectation of further increase in 2026. Interest rates in the United Kingdom were forecast to be on downward  trend, however again due to the impact of the Middle East conflict the revised expectation is for rates tin increase during 2026.  As any short term debt would be managed via group treasury, the interest fluctuation is deemed an insignificant risk.

The Company has no investing, factoring or reverse factoring arrangements in place.

The Company has no covenants.

There are also continuous cost saving initiatives looked at within the company.

Customer insolvencies are considered to be at a normal low level, with good collection results. All new customers are assessed through our credit management programme and existing customers are reviewed periodically.

Retaining talent is a key focus, as this ensures we provide expert customer service. Our employees are able to enrol in many in house training courses to ensure continuous learning.

Information Technology risks are mitigated by DHL on IT security. We use firewall systems, virus scanners and access controls to ensure data security.

In the current economic climate, the company always is aware of the risks posed by the non-payment of receivable amounts. Average debtor payment days are kept below 66 days and procedures are in place to monitor / improve this. 

However, the company has sufficient reserves to cover substantial risk in this regard.

Page 5

 


HILLEBRAND BULK LOGISTICS LIMITED
 



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

Key Performance Indicators
 
Hillebrand Bulk Logistics Limited continues to monitor volumes and gross profit margin as it considers this to be a key performance indicator. The directors are happy with the level of gross profit margin as this reflects the efforts the company has put in to managing cost of sales in a challenging economic environment.

As well as financial KPI's there are other key performance indicators that are measured on a monthly basis. The measures focus on productivity, data quality, internal cost control and net working capital. The directors of the company manage these key performance indicators at a group level and these are discussed in Deutsche Post AG's 2025 annual report which does not form part of this report.

The entity has performed well on a Gross Profit level, after excluding the one-off release of $6,470,933 in 2024. Gross Profit is 2025 $5,5777,439 (2024: $10,599,004), which is indicated in the KPI's below, and is in line with expectations and market rate performance. While there have been challenges in the business with rates, customer volume and changes in consumer behaviour.

Debtors days show a decrease.

The organisation also considers the operational efficiency of its key asset, its employees, to be a key performance indicator.

2025
2024
        $
        $
Turnover

$64.9m

$69.7m
 
Gross profit

$5.6m

$10.6m
 
Gross margin

9%

15%
 
Debtor days

65.6 days

70.7 days
 
Turnover per $1 labour

40.01

48.68
 
Turnover by staff numbers

$2.9m

$3.16m
 





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





................................................
C L Baker
Secretary

Date: 28 May 2026

Page 6

 


HILLEBRAND BULK LOGISTICS LIMITED
 


 
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 $3,743,460 (2024 :$15,776,865).

No dividends were declared and paid in 2025 (2024: $21,402,064).

Directors

The directors who served during the year were:

K Fry 
R A Davies (resigned 31 December 2025)
S W Ansell 
C L Baker 

Qualifying third party indemnity provisions

The Deutsche Post AG group maintains liability insurance for directors and officers of all subsidiary companies. The company provided an indemnity for its directors, which is a qualifying third-party indemnity provision for the purpose of theCompanies Act 2006. The indemnity was in force throughout the financial year and is currently in force.

Going Concern

Due to the planned transfer of assets, liabilities and operations to Hillebrand Gori UK Limited in Q3 2026, the directors have assessed the entity to no longer be a going concern.  Therefore the financial statements are prepared on a basis other than going concern.

The Company participates in the DHL Group’s centralised treasury arrangements and so shares banking arrangements with its parent and other group undertakings. The Company can draw on these arrangements for funds should the need to access a short term working capital facility arise. The forecasts described above demonstrated that the company can continue to operate within the limit of the facilities available throughout the forecast period. A letter of support from Deutsche Post AG has been issued. The company has a net current liability of $7,217,745 (2024: $9,538,521), however has net assets of $78,845,866 (2024: $81,521,759).

The company remains profitable, has no external borrowings, and has a positive cash balance , however as
outlined in the strategic report, it has been decided by the Group to transfer the assets, liabilities and employees of this
business and Hillebrand Bulk Logistics to Hillebrand Gori UK Limited. This aligns with the DHL strategy to reduce the
amount of legal entities, and to create a unified Hillebrand Gori Groups UK Operation. The transfer is expected to take
place in Q3 of 2026. It is the intention of the directors following the transfer that this entity becomes dormant and will
subsequently be struck off. No adjustments arose as a result of ceasing to apply the going concern basis.

Future developments

The directors present the future developments of the Company in the Strategic report.

Page 7

 


HILLEBRAND BULK LOGISTICS LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Employees

The Company, as a whole, places considerable value on the involvement of its employees, who are considered our greatest asset. The Company continues to hold formal and informal meetings, either in person or over Teams, to update Employees on key factors affecting the company. An annual Employee Opinion survey is held, and all management ensure that there is continuous follow up to achieve strong Employee Engagement.

The company strongly encourages development and training of employees through the many DHL Programs
The number of employees of 22 remained consistent year on year from 2024 to 2025. All employees will TUPE to Hillebrand Gori UK Limited as part of the merger. Employee costs for 2025 amount to $6,622,820 (2024: $1,430,959).

Political Contributions

No political donations were made in the year (2024: Nil)

Financial risk management

The company has trade receivables and trade payables in a number of foreign currencies, the most significant being the Pound Sterling and the Euro. The company has access to its parent company’s in house banking system and cash pooling, and therefore able to meet any short term deficit in liquidity. The company continues to maintain sufficient cash balances to finance its operations.

Credit Risk

The Company has a policy that requires credit checks on all new customers and where applicable on existing customers. 

Financial instruments

The company does not hold any complex financial instruments that are material for the assessment of the financial
statements.

Page 8

 


HILLEBRAND BULK LOGISTICS LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Greenhouse gas emissions, energy consumption and energy efficiency action

In accordance with the requirements of The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 the Directors would like to disclose the following information for the year ended 31 December 2025.


2025
2024

Emissions resulting from activities for which the Company is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)
9,711
24,455

Emissions resulting from the purchase of the electricity by the Company for its own use, including the purposes of transport (in tonnes of CO2 equivalent)
11,962
6,653

Energy consumed from activities for which the Company is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Company for its own use, including for the purposes of transport, in KWH
117,859
162,474

The Company has used the actual KwH data from the monthly invoices received for the Electricity and Gas supplied to the United Kingdom offices,  The method to calculate the GHG is based on the 2024 and 2025 UK Government Greenhouse gas reporting conversions factors.

Due to the office relocation in mid 2024 there has been a reduction in Emissions.  No other energy saving measures have been possible in FY2025.

Intensity ratio

Average tonnes CO2e per employee calculated at 985 (2024: 1,414)

This calculation uses Gas and Electricity consumption / Average employees

Matters covered in the Strategic Report

The company has chosen in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out within the company's Strategic Report the Company's Strategic Report Information Required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008.

This includes information that would have been included in the business review and details of the principal risks and uncertainties.

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 confirmation is given and should be interpreted with the provisions of s418 of the Companies Act 2006.

Page 9

 


HILLEBRAND BULK LOGISTICS LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


Post balance sheet events

In Q3 2026 the operating business, assets and liabilities will be transfered to Hillebrand Gori UK Limited.  All staff will TUPE to Hillebrand Gori UK.  This entity will subsequently be struck-off.

Auditor

The auditor, Deloitte LLPwill be proposed for appointment in accordance with section 487 (2) of the Companies Act 2006.

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





................................................
C L Baker
Secretary

Date: 28 May 2026

Page 10

 


HILLEBRAND BULK LOGISTICS LIMITED
 


 
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.

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

Page 11

 


HILLEBRAND BULK LOGISTICS LIMITED
 


 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HILLEBRAND BULK LOGISTICS LIMITED

Opinion


In our opinion, the financial statements of Hillebrand Bulk Logistics Limited (the ‘company’):
 
give a true and fair view of the state of the company’s affairs as at 31st December 2025 and of its profit for the year then ended; 
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and
have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:
 
the statement of comprehensive Income;
the statement of financial position;
the statement of changes in equity; and
the related notes 1 to 26.

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’’.


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 UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Emphasis of matter - Financial statements prepared other than on a going concern basis


We draw attention to note 2.3 in the financial statements, which indicates that the financial statements have been prepared on a basis other than that of a going concern. Our opinion is not modified in respect of this matter.




Page 12

 


HILLEBRAND BULK LOGISTICS LIMITED



 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HILLEBRAND BULK LOGISTICS LIMITED (CONTINUED)

Other information


The other information comprises the information included in the annual report other than the financial statements and our auditors' 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 13

 


HILLEBRAND BULK LOGISTICS LIMITED



 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HILLEBRAND BULK LOGISTICS LIMITED (CONTINUED)

Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement, 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.


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.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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.

We considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector. 

We obtained an understanding of the legal and regulatory framework that the company operates in, and identified the key laws and regulations that: 
 
had a direct effect on the determination of material amounts and disclosures in the financial statements. This included the UK Companies Act, pensions legislation and tax legislation; and
do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty. These included employment law and GDPR.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
 
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:
 
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; 
Page 14

 


HILLEBRAND BULK LOGISTICS LIMITED



 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HILLEBRAND BULK LOGISTICS LIMITED (CONTINUED)

enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and 
reading minutes of meetings of those charged with governance, and reviewing internal audit reports.
 
Report on other legal and regulatory requirements

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:
 
the information given in the strategic report and 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.

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 any material misstatements in the strategic report or the directors’ report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters 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.

We have nothing to report in respect of these matters.
 

Page 15

 


HILLEBRAND BULK LOGISTICS LIMITED



 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HILLEBRAND BULK LOGISTICS 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 2006Our 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 auditors' 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.





Lauren Hunter CA (Senior Statutory Auditor)
  
for and on behalf of
Deloitte LLP
 
Chartered Accountants
Statutory Auditor
  
9 Haymarket Square
Edinburgh
EH3 8RY

29 May 2026
Page 16

 


HILLEBRAND BULK LOGISTICS LIMITED
 


 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
$
$

  

Turnover
 4 
64,932,648
69,658,151

Cost of sales
  
(59,355,209)
(59,059,147)

Gross profit
  
5,577,439
10,599,004

Administrative expenses
  
(3,459,165)
(3,161,590)

Other operating income
 5 
460,260
1,568,722

Other operating charges
  
72,562
(101,986)

Operating profit
 6 
2,651,096
8,904,150

Income from fixed assets investments
  
-
6,803,146

Impairment of investments
  
(4,958,504)
-

Interest receivable and similar income
 11 
20,979
520,926

Interest payable and similar expenses
 12 
(379,090)
(270,662)

(Loss)/profit before tax
  
(2,665,519)
15,957,560

Tax on (loss)/profit
 13 
(1,077,941)
(180,695)

(Loss)/profit for the financial year
  
(3,743,460)
15,776,865

All results shown in the Statement of Comprehensive Income are from continuing operations.

All (loss) / profit and total comprehensive (expense) / income is attributable to the equity holders of the
Company

There is no other comprehensive income for 2025 (2024:Nil).

The notes on pages 20 to 37 form part of these financial statements.

Page 17

 


HILLEBRAND BULK LOGISTICS LIMITED
REGISTERED NUMBER:05983127



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
$
$

Fixed assets
  

Tangible assets
 15 
108,540
146,705

Investments
 16 
85,955,071
90,913,575

  
86,063,611
91,060,280

Current assets
  

Debtors: amounts falling due after more than one year
 17 
8,580
1,787

Debtors: amounts falling due within one year
 17 
16,132,589
16,559,535

Cash at bank and in hand
 18 
3,114
27,953

  
16,144,283
16,589,275

Creditors: amounts falling due within one year
 19 
(23,362,028)
(26,127,796)

Net current liabilities
  
 
 
(7,217,745)
 
 
(9,538,521)

Total assets less current liabilities
  
78,845,866
81,521,759

  

Net assets
  
78,845,866
81,521,759


Capital and reserves
  

Called up share capital 
 21 
10,430,066
10,430,066

Share premium account
 22 
16,720,262
16,720,262

Capital contribution reserve
 22 
1,067,567
-

Other reserves
 22 
5,632,878
5,632,878

Profit and loss account
 22 
44,995,093
48,738,553

  
78,845,866
81,521,759


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




................................................
S W Ansell
Director

Date: 28 May 2026

The notes on pages 20 to 37 form part of these financial statements.

Page 18

 
HILLEBRAND BULK LOGISTICS LIMITED

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



Called up share capital
Share premium account
Capital contribution reserve
Other reserves
Profit and loss account
Total equity


$
$
$
$
$
$



At 1 January 2024
10,430,066
16,720,262
-
5,632,878
54,363,752
87,146,958



Comprehensive income for the year


Profit for the year
-
-
-
-
15,776,865
15,776,865

Total comprehensive income for the year
-
-
-
-
15,776,865
15,776,865



Contributions by and distributions to owners


Dividends: Equity capital
-
-
-
-
(21,402,064)
(21,402,064)



Contributions by and distributions to owners
-
-
-
-
(21,402,064)
(21,402,064)





At 1 January 2025
10,430,066
16,720,262
-
5,632,878
48,738,553
81,521,759



Comprehensive income for the year


Loss for the year
-
-
-
-
(3,743,460)
(3,743,460)


Capital contribution in year
-
-
1,067,567
-
-
1,067,567

Total comprehensive income for the year
-
-
1,067,567
-
(3,743,460)
(2,675,893)



At 31 December 2025
10,430,066
16,720,262
1,067,567
5,632,878
44,995,093
78,845,866



The notes on pages 20 to 37 form part of these financial statements.

The capital contribution reserve represents corporation tax indemnified by Exel Limited on behalf of the company for the year and prior years.

Page 19
 


HILLEBRAND BULK LOGISTICS LIMITED
 


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

1.


Statement of compliance

These financial statements have been prepared in compliance with FRS102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

Hillebrand Bulk Logistics Limited is a private company, limited by shares, which is incorporated and domiciled in England & Wales. The registered office is the principal place of business and the address is disclosed on the Company Information page.

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 financial statements are presented in US dollars ("$") because this is the functional currency of the company.

The exchange rate used at 31 December 2025 was £1 : $1.35.

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 33 Related Party Disclosures paragraph 33.7;
the requirement of paragraph 24(b) of IFRS 6 Exploration for and Evaluation of Mineral Resources to disclose the operating and investing cash flows arising from the exploration for and evaluation of mineral resources (when applying this standard in accordance with paragraph 34.11 of FRS 102).

This information is included in the consolidated financial statements of J F Hillebrand Group AG as at 31 December 2025 and these financial statements may be obtained from J F Hillebrand Group AG, Carl-Zeiss-StraBe 6, Postfach 100254, 55129 Mainz Hechtsheim, Germany.                                                               .

Page 20

 


HILLEBRAND BULK LOGISTICS LIMITED
 


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

2.Accounting policies (continued)

 
2.3

Going concern

As outlined in the strategic, it has been decided by the Group to transfer the assets, liabilities and employees of this business and Hillebrand Bulk Logistics to Hillebrand Gori UK Limited.  This aligns with the DHL strategy to reduce the amount of legal entities, and to create a unified Hillebrand Gori Groups UK Operation.  The transfer is expected to take place in Q3 of 2026.  It is the intention of the directors following the transfer that this entity becomes dormant and will subsequently be struck off.  No adjustments arose as a result of ceasing to apply the going concern basis.

Following the year end, the decision was made to merge the company into Hillebrand Gori UK Limited. As a result, the directors have considered that it is no longer appropriate for the company to be treated as a going concern, and have therefore prepared these financial statements on a basis other than the going concern basis. 

The approach taken in respect of the preparation of these financial statements is as follows:
All accounting transactions occurring in the period have been recognised in accordance with FRS 102, and in line with the accounting policies stated.

The carrying value of all assets in existence at the period end date have been compared to their recoverable amounts. Where the recoverable amount of the asset is below the carrying value, the movement has been recognised in the Income Statement as an expense.

No adjustments have been made to the comparative values stated in these financial statements

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is USD. This is from the historical business when acquired and the amount of USD transactions for the business.

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'.

Page 21

 


HILLEBRAND BULK LOGISTICS LIMITED
 


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

2.Accounting policies (continued)

 
2.5

Revenue recognition

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. The company, which trades globally, has a client base within the European Union in one class of business, namely that of shipping and forwarding agents. Turnover represents handling and other charges to clients in respect of freight and ancillary importing and exporting costs, excluding Value Added Tax and Customs Duties.

Rendering of services

Revenue and attributable costs relating to individual jobs are recognised when:-
the job has been contracted for;
final instructions have been received; and
for import shipments the container arrival date or for export shipments the container departure date.


Revenue generated for any shipments that have not arrived or departed are treated as deferred revenue.

 
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

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.8

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 Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

Page 22

 


HILLEBRAND BULK LOGISTICS LIMITED
 


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

2.Accounting policies (continued)

  
2.9

Current and deferred taxation

Current tax

Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the year end.

Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the reporting date where transactions or events that resulted in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the reporting date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements.

Deferred tax is measured at the tax rates that are expected to apply in the years in which the timing differences are expected to reverse based on tax rates and laws that have been enacted or substantively enacted by the reporting date. Deferred tax is measured on a non-discounted basis. 

The company has entered into an agreement regarding UK corporation tax payments and refunds with Exel Limited, a fellow group undertaking. Under the terms of this agreement Exel Limited has undertaken to discharge the current and future UK corporation tax liabilities on behalf of and benefit from any tax recoverable due to, the company. 

The indemnity provided by Exel Limited is accounted for as a capital contribution within reserves.

 
2.10

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:

Leasehold property
-
Over the term of the lease
Plant and machinery
-
3 years straight line
Motor vehicles
-
4 years straight line
Fixtures and fittings
-
3 years straight line
Computer & technical equipment
-
3 years straight line

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 23

 


HILLEBRAND BULK LOGISTICS LIMITED
 


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

2.Accounting policies (continued)

 
2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

  
2.12

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a
transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into
account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

 
2.13

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.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Statement of Financial Position 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.

 
2.14

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

  
2.15

Interest income

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

Page 24

 


HILLEBRAND BULK LOGISTICS LIMITED
 


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

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of the accounting policies and the reported amounts of assets and liabilities, revenue and expenses.  Actual results may differ from these estimates.

Estimates and underlying assumptions are continually evaluated are based on historical experience and other factors, including expectations of future events that are reasonable under the circumstances. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

The estimates and assumptions that have a significate risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below, however there were no significant estimates in this accounting period.







4.


Turnover

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


2025
2024
$
$

Rendering of services
64,932,648
69,658,151

64,932,648
69,658,151


Analysis of turnover by country of destination:

2025
2024
$
$

United Kingdom
57,304,913
58,771,495

Rest of the world
7,627,735
10,886,656

64,932,648
69,658,151



5.


Other operating income

2025
2024
$
$

Other operating income
267,200
1,453,118

Service charge receivable
193,060
115,604

460,260
1,568,722


Page 25

 


HILLEBRAND BULK LOGISTICS LIMITED
 


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

6.


Operating profit

The operating profit is stated after charging:

2025
2024
$
$

Exchange differences
(72,562)
101,986

Other operating lease rentals
272,316
148,079

Release of accruals
-
(6,470,933)

In 2024 there was a one off release of accruals to reduce retention period of freight accruals to less than 9 months.


7.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor and its associates:


2025
2024
$
$

Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements
143,456
102,440


8.


Employees

Staff costs were as follows:


2025
2024
$
$

Wages and salaries
1,273,680
1,145,216

Social security costs
225,898
166,208

Cost of defined contribution scheme
123,242
119,535

1,622,820
1,430,959


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


        2025
        2024
            No.
            No.







Production staff
15
15



Administration
1
1



Management
1
1



Sales
5
5

22
22

Page 26

 


HILLEBRAND BULK LOGISTICS LIMITED
 


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

9.


Directors' remuneration




The directors received total remuneration of £779,926k (2024: £780,824) from another entity within the Group during the year but it is not practicable to allocate this between their services as executives of each company of the Group.


10.


Income from investments

2025
2024
$
$





Dividends received from JF Hillebrand (1983) Limited
-
6,803,146

-
6,803,146



11.


Interest receivable

2025
2024
$
$


Interest receivable from group companies
20,979
520,926

20,979
520,926

IHB (In House Bank) accounts are interest bearing accounts and are calculated at the end of each month on a daily
basis of actual/360 days per year according to the rate of 4.96%. DPAG is entitled to adjust the margin in case
external finance costs are changing. In addition, interest rate is depending on the country risk category defined by
Corporate Treasury.


12.


Interest payable and similar expenses

2025
2024
$
$


Other loan interest payable
-
1,102

Loans from group undertakings
379,090
269,560

379,090
270,662

Interest payable to group companies is charged at a rate of 4.96%.

Page 27

 


HILLEBRAND BULK LOGISTICS LIMITED
 


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

13.


Taxation


2025
2024
$
$

Corporation tax


Adjustments in respect of previous periods
1,084,734
(10,878)


1,084,734
(10,878)


Total current tax
1,084,734
(10,878)

Deferred tax


Origination and reversal of timing differences
282
168,473

Adjustment in respect of prior years
(7,075)
23,100

Total deferred tax
(6,793)
191,573


1,077,941
180,695

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - lower 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
(2,665,519)
15,957,560


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(666,381)
3,989,390

Effects of:


Expenses not allowable for UK tax
1,241,268
7,928

Income not subject to UK tax
-
(1,700,786)

Adjustments to tax charge in respect of prior periods
1,077,659
12,222

Group relief claimed from other group companies
(574,605)
(2,128,059)

Total tax charge for the year
1,077,941
180,695

Pillar Two legislation has been enacted in the UK and is effective from 1 January 2024. The company is within the scope of Pillar Two legislation, however, no additional tax liability is currently expected to arise. Accordingly, no accrual has been recorded in the 2025 financial statements.

The prior year adjustment mainly relates to current tax for 2024 and arises from the finalisation of group relief claims, with less group relief available than originally estimated.

Page 28

 


HILLEBRAND BULK LOGISTICS LIMITED
 


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

14.


Dividends

2025
2024
$
$


Dividends paid
-
21,402,064

-
21,402,064

Page 29

HILLEBRAND BULK LOGISTICS LIMITED
  
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025



15.


Tangible fixed assets






Long leasehold property
Equipment and plant and machinery
Motor vehicles
Fixtures and fittings
Other fixed assets
Total

$
$
$
$
$
$



Cost or valuation


At 1 January 2025
146,737
119,613
29,752
3,313
1,651
301,066


Additions
-
3,566
-
1,009
621
5,196


Disposals
-
(561)
-
-
-
(561)



At 31 December 2025

146,737
122,618
29,752
4,322
2,272
305,701



Depreciation


At 1 January 2025
22,852
98,591
29,752
1,515
1,651
154,361


Charge for the year on owned assets
34,200
7,614
-
926
621
43,361


Disposals
-
(561)
-
-
-
(561)



At 31 December 2025

57,052
105,644
29,752
2,441
2,272
197,161



Net book value



At 31 December 2025
89,685
16,974
-
1,881
-
108,540



At 31 December 2024
123,885
21,022
-
1,798
-
146,705

Page 30
 


HILLEBRAND BULK LOGISTICS LIMITED
 


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

16.


Fixed asset investments





Investments in subsidiary companies

$



Cost or valuation


At 1 January 2025
91,830,365



At 31 December 2025

91,830,365



Impairment


At 1 January 2025
916,790


Charge for the period
4,958,504



At 31 December 2025

5,875,294



Net book value



At 31 December 2025
85,955,071



At 31 December 2024
90,913,575

Charge for the period is an impairment of investment.

Page 31

 


HILLEBRAND BULK LOGISTICS LIMITED
 


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

Direct subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

JF Hillebrand (1983) Limited
Dissenga House
Weston Avenue
West Thurrock
Grays, Essex
Ordinary
100%
Hillebrand Gori Scotland Limited
Riverside Braehead, 4 Kings Inch Way, Renfrew, Scotland, PA4 8YU
Ordinary
100%
Trans Ocean Distribution (Shanghai) Co
Unit 1204-1205 Litong Plaza, No 1350 North Sichuan Rd, Shanghai -31 - CNSHA, 200082
Ordinary
100%
Trans Ocean Liquid Tech pty Limited
9 Christian Avenue
Cape Town
Western Cape
Ordinary
100%
Trans Ocean Liquid Tech Sdn Bhd
No 7 Jalan Canang Emas 8/kf10
Telok Gong
42000 Pelabuhan Klang
Selangor
Ordinary
100%
Trans Ocean Liquid Tech (Kunshan) Co
No 588 Feng Xing Road, Hua Qiao Economic Development Zone Co. Ltd, Kunshan - 32 - CNKUS, 215332
Ordinary
100%

Page 32

 


HILLEBRAND BULK LOGISTICS LIMITED
 


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

Fixed asset investments (continued)

Indirect subsidiary undertakings

The following were indirect subsidiary undertakings of the Company: 

Name                                                                     Registered office                     Class of shares               Holding

J F Hillebrand UK Limited                                 Dissegna House, Weston            Ordinary                            100%
                                                                                Avenue, West Thurrock,
                                                                                Grays, Essex, RM20 3ZP

Global Equipment Logistics Limited                Dissegna House, Weston              Ordinary                             100%
                                                                                Avenue, West Thurrock,
                                                                                Grays, Essex, RM20 3ZP.

Transclear Limited                                              Dissegna House, Weston            Ordinary                            100%
                                                                                Avenue, West Thurrock,
                                                                                Grays, Essex, RM20 3ZP.

J F Hillebrand (GC) Limited                              Riverside Braehead, 4                   Ordinary                            100%
                                                                                Kings Inch Way, Renfrew,
                                                                                Scotland, PA4 8YU.

 

Page 33

 


HILLEBRAND BULK LOGISTICS LIMITED
 


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

17.


Debtors

2025
2024
$
$

Due after more than one year

Deferred tax asset
8,580
1,787

8,580
1,787


2025
2024
$
$

Due within one year

Trade debtors
11,556,743
11,544,491

Amounts owed by group undertakings
2,747,917
2,700,183

Other debtors
955,671
753,790

Prepayments and accrued income
872,258
797,717

Tax recoverable
-
763,354

16,132,589
16,559,535


The amount owed by other group undertakings includes an amount of $51,015 (2024: $620,740) owed by parent, relating to cash pooling, which is interest bearing at a rate of 4.96%. The balance of £2,696,902 (2024: $2,079,443) is owed by other group entities, which are not interest bearing.


18.


Cash and cash equivalents

2025
2024
$
$

Cash at bank and in hand
3,114
27,953

3,114
27,953


Page 34

 


HILLEBRAND BULK LOGISTICS LIMITED
 


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

19.


Creditors: Amounts falling due within one year

2025
2024
$
$

Payments received on account
73,797
121,971

Trade creditors
6,380,457
4,524,432

Amounts owed to group undertakings
6,581,012
8,548,365

Social security
42,118
7,117

Other creditors
34,586
77,593

Accruals
3,110,828
6,439,681

Deferred income
7,139,230
6,408,637

23,362,028
26,127,796


The amount owed to other group undertakings includes an amount of $4,307,936 (2024: $7,185,948) owed to parent, relating to cash pooling, which is interest bearing at a rate of 4.96%. The balance of $1,486,627 (2024: $1,362,417) is owed to other group entities, which is not interest bearing.


20.


Deferred taxation




2025


$






At beginning of year
1,787


Charged to profit or loss
6,793



At end of year
8,580

The deferred tax asset is made up as follows:

2025
2024
$
$


(Accelerated)/Decelerated capital allowances
4,792
(3,320)

Other timing differences
3,317
4,669

Share schemes
471
438

8,580
1,787

The company had a net deferred tax asset at 31 December 2025 of $8,850 (2024: $1,787) which has been recognised in the financial statements.

Finance Act 2021 increased the main rate of corporation tax from 19% to 25% with effect from 1 April 2023. No subsequent rate changes have been enacted or substantively enacted. 

Page 35

 


HILLEBRAND BULK LOGISTICS LIMITED
 


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

21.


Share capital

2025
2024
$
$
Allotted, called up and fully paid



5,253,624 (2023 : 5,253,624) Ordinary shares of $1.99 each
10,430,066
10,430,066

Each ordinary share has equal voting and dividend rights.



22.


Reserves

Share premium account

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

Capital contribution reserve

For all DHL Group UK subsidiaries, a capital contribution reserve is established in the financial statements when Exel Limited settles tax liabilities on their behalf. This accounting treatment is adopted because the primary tax charge and legal liability for these obligations remain with the individual UK company. The payment from Exel Limited is recognised as a capital contribution, reflecting the economic substance of the transaction.

Other reserves

In 2013, the Company undertook a disposal of its investment in one group entity in exchange for shares in another
group entity. This was done at book value and generated a gain on disposal of £5,632,878. This has been classified
as an un-distributable reserve as the transaction was not completed at fair value.

Profit and loss account

This reserve records retained earnings and accumulated losses.


23.


Pension commitments

At the balance sheet date, amounts due to defined contribution pension schemes amounted to $12,787 (2024: $18,677).

The amount recognised in profit or loss as an expense in relation to defined contribution plans was $123,242 (2024:  $119,535).

Page 36

 


HILLEBRAND BULK LOGISTICS LIMITED
 


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

24.


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
136,618
12,758

Later than 1 year and not later than 5 years
315,855
518,243

452,473
531,001

Lease payments recognised as an expense in the year amounted to $162,656 (2024: $187,947). 


25.


Related party transactions

The company is a wholly owned member of the Hillebrand Gori Group GmbH ( formally J F Hillebrand Group AG) and has taken advantage of the exemption permitted by Section 33 FRS 102 and not provided disclosures surrounding transactions entered into with other wholly owned members of the group.

26.

Parent undertaking and controlling party

The company's parent undertaking is Deutsche Post AG, a company incorporated in Germany.

The ultimate parent undertaking of the company is Deutsche Post AG, a company incorporated in Germany.

The largest and smallest company which prepares group accounts in the Group is Deutsche Post AG.

The company has not prepared group accounts as it is exempt from the requirement to do so by section 401 of the Companies Act 2006 as it is a subsidiary undertaking of Deutsche Post AG, a company incorporated in Germany, and is included in the consolidated accounts of the company.

Copies of the Deutsche Post AG financial statements are available from the registered office at Deutsche PostAG,Platz der Deutsche Post, CharlesdeGaulle Strasse 20, 53250 Bonn, Germany.

In the opinion of the Directors there is no one ultimate controlling party.


27.


Post balance sheet events

It has been decided by the Group to transfer the assets, liabilities and employees of this business and Hillebrand Bulk Logistics to Hillebrand Gori UK Limited.  This aligns with the DHL strategy to reduce the amount of legal entities, and to create a unified Hillebrand Gori Groups UK Operation.  The transfer is expected to take place in Q3 of 2026. It is the intention of the directors following the transfer that this entity becomes dormant and will subsequently be struck off. 

Page 37