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Registered number: 09790251 STUART DELIVERY LTD ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
STUART DELIVERY LTD COMPANY INFORMATION
Directors | Ricardo Augusto Albano De Amorim
| SRT Group
Registered number | 09790251
Registered office | 6th Floor
| 2 London Wall Place
| London
| EC2Y 5AU
Independent auditors | MHA
| Chartered Accountants & Statutory Auditors
| 6th Floor
| 2 London Wall Place
| London
| EC2Y 5AU
STUART DELIVERY LTD CONTENTS
| Page
Strategic Report | 1 - 3
Directors' Report | 4 - 7
Independent Auditors' Report | 8 - 11
Statement of Comprehensive Income | 12
Balance Sheet | 13
Statement of Changes in Equity | 14
Statement of Cash Flows | 15
Analysis of Net Debt | 16
Notes to the Financial Statements | 17 - 29
STUART DELIVERY LTD STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The directors present the strategic report for the company for the year ended 31 December 2024.
Business review
The principal activity of the company during the year continued to be the provision of an online platform enabling couriers and customers to connect. Turnover for 2024 decreased compared with the prior year, reflecting the termination of the Company’s main commercial contract with Just Eat UK in July 2024, together with continued pricing pressure across the market. Although new clients were onboarded towards the end of the year, these did not fully offset the loss of volumes and revenue from the Just Eat contract within the period. Despite these challenges, Stuart Delivery Ltd closed the year ended 31 December 2024 profitably, with a profit before tax of £4.6m. Management’s focus during the year was on ensuring an orderly transition following the end of the Just Eat partnership, maintaining service levels for existing clients, onboarding new customers and continuing to tightly manage the cost base and liquidity position. The Company continued to benefit from the support of its parent company, SRT Group, and ended the year with a healthy cash position. During 2024, the strategic focus progressively shifted from growth to consolidation, with increased emphasis on diversification of the client portfolio, operational efficiency and cost discipline, while continuing to develop the instant delivery proposition primarily within the groceries and food verticals.
Principal risks and uncertainties
The principal risks and uncertainties faced by the business remain strong competition, continued pricing pressure, dependency on major clients and the risk of major security breaches. The loss of a major customer during the year has reinforced the importance of diversification of the customer base and maintaining operational flexibility. The Company continues to mitigate these risks through a focus on service quality, disciplined commercial negotiations, ongoing platform development, rigorous attention to cash flow and the enforcement of strong credit control procedures.
Financial key performance indicators
The success of our strategy is measured by the key performance indicators ("KPIs"), as defined below. The selection and definition of KPIs remain consistent with prior years. Key performance statistics of Stuart Delivery Ltd: 2024 2023 2022 Turnover £43.4m £100.4m £121.7m Gross profit % 51.1 62.1 49.6
Other key performance indicators
Our business relies on other key performance indicators as follows: Debtor days 2024 – 75 2023 - 99 2022 – 79 Page 1
STUART DELIVERY LTD STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Directors' statement of compliance with duty to promote the success of the Company
The directors confirm that, for the year ended 31 December 2024, 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 shareholders as a whole, while having regard to the matters set out in Section 172(1) of the Companies Act 2006.The likely consequences of any decision in the long term. The interests of the company's employees The Directors recognize that the success of the business depends on attracting, retaining and motivating employees. The Company remains committed to being a responsible employer, with continued focus on fair pay and benefits, health and safety and the working environment. Throughout the year, management engaged with employees through regular internal communications, leadership meetings, operational site visits and employee feedback initiatives. As the business environment evolved during 2024, particular emphasis was placed on clear communication, organizational stability and supporting teams through operational and structural changes. The need to foster the company's business relations with suppliers, customers and others The Company continues to prioritize the development of strong and constructive long-term relationships with customers, suppliers and couriers. During 2024, significant management focus was placed on supporting existing clients, onboarding new customers and maintaining service continuity following the end of the Just Eat contract. The impact of the company's operations on the community and environment Across a 12-month period, the Company continues to work with a large network of independent couriers, whose ongoing engagement remains fundamental to the success of the business. Couriers are supported through regular communications, structured operational support channels and feedback mechanisms to encourage continuous improvement. The Company complies with the Energy and Carbon Regulations 2018 where Stuart Delivery Ltd is required to disclose annual UK energy consumption and greenhouse gas emissions. The Company continues to monitor its environmental impact and remains focused on initiatives aimed at reducing emissions and improving environmental performance through operational efficiencies and cooperation with couriers. The desirability of the company maintaining a reputation for high standards of business conduct Maintaining a reputation for high standards of business conduct remains a core priority for the Company. Ethical business practices support strong relationships with customers, suppliers, employees and shareholders, mitigate legal and regulatory risks and contribute to the long-term sustainability of the business. Page 2
STUART DELIVERY LTD STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024 The need to act fairly as between members of the company The directors consider that the decisions taken during the year were made on the basis of full and appropriate information and with the objective of acting fairly between members of the Company while promoting the long-term success of the business. This report was approved by the board and signed on its behalf.
Ricardo Augusto Albano De Amorim Director
Date: 29 June 2026
Page 3
STUART DELIVERY LTD DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Principal activity
The principal activity of the company during the year was providing an online platform for couriers and customers to connect. Directors indemnities Qualifying indemnity provisions for the benefits of the directors of the company are made through the parent entity. These provisions were in place in the year and remain in force at the date of this report.
Results and dividends
The profit for the year, after taxation, amounted to £2,620,355 (2023 - £18,478,387). No dividends were paid in the year (2023 - £5,061,682) Page 4
STUART DELIVERY LTD DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Directors
The directors who served during the year were:
Ricardo Augusto Albano De Amorim (appointed 9 July 2024)
John Anthony Paul Gillan (resigned 9 July 2024)
SRT Group Alexis Fabre Ringborg was appointed as a director of the company on 15 September 2025 and resigned on 28 May 2026.
Future developments
During 2024, the Company successfully completed its commercial transition following a change in its client portfolio, onboarding several new clients towards the end of the year. Stuart Delivery Ltd closed the financial year ended 31 December 2024 with a profit before tax of £4.6m. Trading and overall macroeconomic conditions in the first half of 2025 have reflected the broader competitive environment in the last-mile delivery sector, including pricing dynamics across the client base. Management has proactively implemented a series of operational efficiency measures to align the cost base with current business stage, including office relocation and workforce cost discipline. These measures are designed to preserve margins and ensure the Company operates sustainably. The Company continues to serve a strong client base across the UK and management remains focused on sustainable performance going forward. Greenhouse gas emissions, energy consumption and energy efficiency action The Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 requires Stuart Delivery Limited to disclose annual UK energy consumption and Greenhouse Gas (GHG) emissions from SECR regulated sources. Reported energy and GHG emissions data is compliant with SECR requirements and has been calculated in accordance with the GHG Protocol and SECR guidelines. Energy and GHG emissions are reported from buildings where operational control is held - this includes electricity, heat, water and recycling. The table below details the regulated SECR energy and GHG emission sources for the current reporting period 1 January 2024 to 31 December 2024.
| Energy consumption
|  | 2024 (Kwh) | 2023 (Kwh) Restated
| Electricity | 30,539 | 69,741
| Heating fuel (gas and other fuels) | 6,848 | 35,394
| Transport fuel | 561 | 6,751
|  | 37,948 | 111,886
Page 5
STUART DELIVERY LTD DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
| Greenhouse gas emissions
|  | 2024 | 2023
|  | (tCO2e) | (tCO2e) Restated
| Combustion of gas (Scope 1) | 1 | 6
| Combustion of fuel for transport (Scope 1) | - | 2
| Purchased electricity (Scope 2) | 6 | 73
| Business travel (Scope 3) | 50 | 80
| Fuel and energy related activities (Scope 3) | 2 | 28
| Employee commuting (Scope 3) | 48 | 44
| Purchased goods and services (Scope 3) | 51 | 22
| Downstream transport & distribution (Scope 3) | 2,713 | 12,438
| Other (Scope 3) | - | 23
| Total emission (tCO2e) | 2,871 | 12,716
| Average employees | 108 | 206
| tCO2e per employee | 28 | 62
| Stuart Delivery Ltd is committed to reducing its environmental impact and contribution to climate change. The Company utilizes serviced office space so our gas and electric usage is allocated based on the total number of desks in the residency agreement in order to fairly apportion the energy consumption in communal areas, including heating the building and kitchen facilities. The Company does not use heavy or large machinery or equipment that use significant amounts of gas or electricity. The Company uses self-employed drivers for its day-to-day business operations and as a result does not include their emissions data in this report.
Disclosure of information to auditors
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 auditors are 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 auditors are aware of that information.
Post balance sheet events
One main development occurring post year end is the churn of a significant client during the first half of 2025. This has increased pressure on the Company’s revenue outlook and profitability forecasts. In response, management has initiated a number of structural measures to align the cost base with the current level of activity, including the relocation to lower-cost office premises, a freeze on promotions and a policy of not backfilling attrition. Page 6
STUART DELIVERY LTD DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Auditors
The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP. MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Ricardo Augusto Albano De Amorim Director
Date: 29 June 2026
Page 7
STUART DELIVERY LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STUART DELIVERY LTD
Opinion
We have audited the financial statements of STUART DELIVERY LTD (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 8
STUART DELIVERY LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STUART DELIVERY LTD (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 Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 9
STUART DELIVERY LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STUART DELIVERY LTD (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: - Enquiry of management around actual and potential litigation and claims; - Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and review of accounting estimates for bias; - Reviewing financial statement disclosures and testing supporting documentation to assess compliance with applicable laws and regulations; - Discussing among the engagement team regarding how and where fraud might occur. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report. Page 10
STUART DELIVERY LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STUART DELIVERY LTD (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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. Stephen Poleykett BA (Hons) FCA (Senior Statutory Auditor) for and on behalf of MHA Chartered Accountants & Statutory Auditors London 30 June 2026 MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542). Page 11
STUART DELIVERY LTD STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
| Continuing operations | Discontin'd operations | Total | Continuing operations | Discontinued operations | Total
| 2024 | 2024 | 2024 | 2023 | 2023 | 2023
Note | £ | £ | £ | £ | £ | £
Turnover | 4 | 42,730,516 | - | 42,730,516 | 99,538,056 | 855,689 | 100,393,745
Cost of sales |  | (12,814,472) | - | (12,814,472) | (35,867,723) | (2,139,141) | (38,006,864)
Gross profit |  | 29,916,044 | - | 29,916,044 | 63,670,333 | (1,283,452) | 62,386,881
Administrative expenses |  | (26,477,084) | - | (26,477,084) | (35,700,646) | (2,137,382) | (37,838,028)
Operating profit | 5 | 3,438,960 | - | 3,438,960 | 27,969,687 | (3,420,834) | 24,548,853
Interest receivable and similar income |  | 81,727 | - | 81,727 | - | - | -
Interest payable and similar expenses | 9 | - | - | - | (176,583) | - | (176,583)
Profit before tax |  | 3,520,687 | - | 3,520,687 | 27,793,104 | (3,420,834) | 24,372,270
Tax on profit | 10 | (900,332) | - | (900,332) | (6,697,779) | 803,896 | (5,893,883)
Profit for the financial year |  | 2,620,355 | - | 2,620,355 | 21,095,325 | (2,616,938) | 18,478,387
There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.
There was no other comprehensive income for 2024 (2023:£NIL).
The notes on pages 17 to 29 form part of these financial statements.
Page 12
STUART DELIVERY LTD REGISTERED NUMBER: 09790251 BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 12 |  | 508,020 |  | 814,810
|  |  | 508,020 |  | 814,810
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 13 | 31,950,474 |  | 27,954,260 |
Cash at bank and in hand | 14 | 1,549,159 |  | 7,431,935 |
|  | 33,499,633 |  | 35,386,195 |
Creditors: amounts falling due within one year | 15 | (4,729,278) |  | (9,201,876) |
Net current assets |  |  | 28,770,355 |  | 26,184,319
Total assets less current liabilities |  |  | 29,278,375 |  | 26,999,129
Provisions for liabilities |  |  |  |  |
Deferred tax | 17 | - |  | (230,435) |
Other provisions | 18 | - |  | (110,674) |
|  |  | - |  | (341,109)
Net assets |  |  | 29,278,375 |  | 26,658,020
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 1,000,020 |  | 1,000,020
Profit and loss account |  |  | 28,278,355 |  | 25,658,000
|  |  | 29,278,375 |  | 26,658,020
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Ricardo Augusto Albano De Amorim
Director
Date: 29 June 2026
Page 13

|  | STUART DELIVERY LTD |
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
|  | Called up share capital | Profit and loss account | Total equity
|  | £ | £ | £
| At 1 January 2023 | 1,000,020 | 12,241,295 | 13,241,315
| Comprehensive income for the year |  |  |
| Profit for the year | - | 18,478,387 | 18,478,387
| Total comprehensive income for the year | - | 18,478,387 | 18,478,387
| Contributions by and distributions to owners |  |  |
| Dividends: Equity capital | - | (5,061,682) | (5,061,682)
| Total transactions with owners | - | (5,061,682) | (5,061,682)
| At 1 January 2024 | 1,000,020 | 25,658,000 | 26,658,020
| Comprehensive income for the year |  |  |
| Profit for the year | - | 2,620,355 | 2,620,355
| Total comprehensive income for the year | - | 2,620,355 | 2,620,355
| Total transactions with owners | - | - | -
| At 31 December 2024 | 1,000,020 | 28,278,355 | 29,278,375
| The notes on pages 17 to 29 form part of these financial statements.
Page 14

STUART DELIVERY LTD STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024
|  |  | 2024 | 2023
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 2,620,355 | 18,478,387
Adjustments for: |  |
Depreciation of tangible assets | 382,570 | 469,832
Loss on disposal of tangible assets | - | 168,941
Interest paid | - | 176,583
Taxation charge | 900,332 | 5,893,883
Decrease/(increase) in debtors | 15,654,215 | (505,870,343)
(Increase) in amounts owed by groups | (19,650,429) | (3,497,925)
(Decrease)/increase in creditors | (4,078,365) | 518,718,992
Increase/(decrease)) in amounts owed to groups | - | (26,006,068)
(Decrease)/increase in provisions | (110,674) | 110,674
Corporation tax (paid) | (1,525,000) | (4,829,534)
Net cash generated from operating activities | (5,806,996) | 3,813,422
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (78,264) | (295,094)
Sale of tangible fixed assets | 2,484 | -
Net cash from investing activities | (75,780) | (295,094)
Cash flows from financing activities |  |
Dividends paid | - | (5,061,682)
Interest paid | - | (176,583)
Net cash used in financing activities | - | (5,238,265)
Net (decrease) in cash and cash equivalents | (5,882,776) | (1,719,937)
Cash and cash equivalents at beginning of year | 7,431,935 | 9,151,872
Cash and cash equivalents at the end of year | 1,549,159 | 7,431,935
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 1,549,159 | 7,431,935
| 1,549,159 | 7,431,935
The notes on pages 17 to 29 form part of these financial statements.
Page 15
STUART DELIVERY LTD ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 DECEMBER 2024
| At 1 January 2024 | Cash flows | At 31 December 2024
| £ | £ | £
Cash at bank and in hand | 7,431,935 | (5,882,776) | 1,549,159
| 7,431,935 | (5,882,776) | 1,549,159
The notes on pages 17 to 29 form part of these financial statements.
Page 16
STUART DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Stuart Delivery Limited is a private company, limited by shares, incorporated in England and Wales, registration number 09790251. The registered office is 6th Floor, 2 London Wall Place, London, United Kingdom, EC2Y 5AU. The principal activity of the company during the year has continued to be the provision of an online platform for couriers and customers to connect. 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 prepared in £ sterling, the functional currency, rounded to the nearest £1. The following principal accounting policies have been applied:
| 2.2 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Page 17
STUART DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.3 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: 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 stage of completion 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 stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.4 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.5 | 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.
| 2.6 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds. Page 18
STUART DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.7 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.8 | 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:
|  |  |  | Short-term leasehold property | - |  | Over the term of the lease
|  |  |  | Motor vehicles | - | 33% | Straight line
|  |  |  | Office equipment | - | 25% | 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 19
STUART DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.9 | 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. In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.
| 2.10 | 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.
| 2.11 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the Page 20
STUART DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.11 | Financial instruments (continued)
estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
| 2.12 | Royalties
Royalties payable are included in direct expenses when the company has an obligation as a result of sales.
| 2.13 | 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. Page 21
STUART DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In the application of the company's accounting policies, which are described above, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future financial statements. The key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below: Trade Debtors Judgements have been made in relation to the recoverability of trade debtors. The directors have concluded that the amounts are recoverable. Fixed Assets Judgements have been made in relation to the lives of tangible assets in particular the useful economic life and residual values of fixtures and fittings. The directors have concluded that the asset values and residual values are appropriate. Provisions Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit and a reliable estimate can be made of the amount of the obligation. The directors have concluded that all provisions made are appropriate.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Sales | 42,730,516 | 100,393,745
|  | 42,730,516 | 100,393,745
Page 22
STUART DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Loss on disposal of tangible assets | - | 168,941
| Depreciation of tangible fixed assets | 382,570 | 469,832
| Exchange differences | 1,037,060 | (735,363)
| Other operating lease rentals | - | 54,000
6. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors and their associates:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees payable to the Company's auditors and their associates in connection with the Company's pension scheme(s) in respect of: |  |
| Audit services | 48,000 | 54,000
| Taxation compliance services | 6,500 | 6,500
| Preparation of Company's annual financial statements | 6,000 | 6,000
| All other services | 26,214 | 53,365
7. | Employees
| Staff costs were as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Wages and salaries | 9,788,106 | 17,123,861
| Social security costs | 1,159,526 | 1,849,040
| Defined contribution pension scheme | 286,426 | 446,425
|  | 11,234,058 | 19,419,326
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Employees | 108 | 206
Page 23
STUART DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
8. | Interest receivable
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other interest receivable | 81,727 | -
|  | 81,727 | -
9. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Loans from group undertakings | - | 176,583
|  | - | 176,583
10. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 1,130,767 | 5,893,883
|  | 1,130,767 | 5,893,883
| Total current tax | 1,130,767 | 5,893,883
| Deferred tax |  |
| Unrelieved tax losses carried forward | (230,435) | -
| Total deferred tax | (230,435) | -
| Tax on profit | 900,332 | 5,893,883
Page 24
STUART DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 10.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 3,520,687 | 24,372,270
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%) | 880,172 | 5,727,483
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 20,160 | 7,427
| Adjustments to tax charge in respect of prior periods | - | 294,045
| Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge | - | (135,072)
| Total tax charge for the year | 900,332 | 5,893,883
| Factors that may affect future tax charges
There are no factors which will affect future tax charges.
11. | Dividends
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Dividends paid | - | 5,061,682
|  | - | 5,061,682
| Dividends of £Nil (2023: £5,061,682) were paid to the parent entity during the year.
Page 25
STUART DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
12. | Tangible fixed assets
|  | Short-term leasehold property | Motor vehicles | Office equipment | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 January 2024 | 2,484 | 593,865 | 963,530 | 1,559,879
| Additions | - | 65,892 | 12,372 | 78,264
| Disposals | (2,484) | - | - | (2,484)
| At 31 December 2024 | - | 659,757 | 975,902 | 1,635,659
| Depreciation |  |  |  |
| At 1 January 2024 | - | 250,687 | 494,382 | 745,069
| Charge for the year | - | 205,504 | 177,066 | 382,570
| At 31 December 2024 | - | 456,191 | 671,448 | 1,127,639
| Net book value |  |  |  |
| At 31 December 2024 | - | 203,566 | 304,454 | 508,020
| At 31 December 2023 | 2,484 | 343,178 | 469,148 | 814,810
Page 26
STUART DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
13. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade debtors | 6,684,419 | 23,036,333
| Amounts owed by group undertakings | 23,148,354 | 3,497,925
| Other debtors | 1,963,414 | 1,332,236
| Called up share capital not paid | 20 | 20
| Prepayments and accrued income | 154,267 | 87,746
|  | 31,950,474 | 27,954,260
14. | Cash and cash equivalents
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Cash at bank and in hand | 1,549,159 | 7,431,935
|  | 1,549,159 | 7,431,935
15. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | 33,298 | 66,128
| Corporation tax | 670,116 | 1,064,349
| Other taxation and social security | - | 3,467,092
| Other creditors | 1,342,871 | 1,494,250
| Accruals and deferred income | 2,682,993 | 3,110,057
|  | 4,729,278 | 9,201,876
| At the balance sheet date, the company had an outstanding fixed charge registered in favour of Bibby Financial Services Limited, The charge provides security over certain assets of the company in connection with financing facilities provided by Bibby Financial Services Limited. The charge remained outstanding and unsatisfied as at the reporting date.
16. | Share Capital
Share capital of £1,000,020 for 2024 and 2023 includes 43,997 A ordinary shares of £0.0001 each and 160,903 B shares of £0.0001 each. The A and B shares were issued as part of an employee stock plan that commenced in 2018 and carry no voting rights. Page 27
STUART DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
17. | Deferred taxation
|  | 2024 | 2023
|  | £ | £
| At beginning of year | (230,435) | (230,435)
| Charged to profit or loss | 230,435 | -
| At end of year | - | (230,435)
| The deferred taxation balance is made up as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Accelerated capital allowances | - | (239,507)
| Other short term timing differences | - | 9,072
|  | - | (230,435)
18. | Provisions
|  | Legal Provision
|  | £
| At 1 January 2024 | 110,674
| Charged to profit or loss | (110,674)
| At 31 December 2024 | -
| The provision of £110,674 relates to claims received from drivers in respect of employment status. The directors have estimated what will be payable based on previous claims, and provided for these accordingly.
19. | Pension commitments
The company operates a defined contributions pension scheme. The pension cost charge represents contributions payable by the Company to the fund and amounted to £286,426 (2023: £446,425). Contributions totalling £73,672 (2023: £174,011) were payable to the fund at the balance sheet date. Page 28
STUART DELIVERY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
20. | Commitments under operating leases
| At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Not later than 1 year | - | 46,093
|  | - | 46,093
21. | Related party transactions
| The company has taken advantage of the exemption available in Financial Reporting Standard 102 Section 33 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.
22. | Ultimate parent company and controlling party
The company's ultimate parent company is Mutares SE & Co. KGaA whose registered office is Arnulfstrasse 19, 80335 Munich, Germany. The ultimate controlling party is Robin Laik.
Page 29