The directors present the strategic report for the year ended 31 October 2025.
The directors aim to provide a balanced and comprehensive review of the development and performance of the group during the period and its position at the period end. The review is consistent with the size and non-complex nature of the group and is written in the context of the risks and uncertainties faced.
Risk and Uncertainties
As for many businesses of this size, the business environment in which the group operates continues to be challenging. The group faces competition in its markets and is of course subject to consumer and commercial spending patterns and the overall level of disposable income within the economy.
Foreign currency risk
Foreign exchange fluctuations can no longer be considered a secondary risk and given the volatility in the foreign currency market due to worldwide political events, the directors have evaluated several options to mitigate risk/implement risk management strategies:
Currency adjustment factor
Providing services in base currency
Offering white label FX service to customers.
Inflation risk
Whilst inflation has dropped in the UK this risk is being closely monitored, due to numerous overseas suppliers and constant changes in the worldwide economy. Procurement becomes more complex during inflationary periods, and if increased costs are not controlled adequately then demand typically falls.
Inflationary pressures directly affect the supply chain, problems with port congestion and import containers are exacerbated by inflation and labour availability.
To combat this and ensure we provide the best possible service to our customers, we are continuously:
Stress testing supply chains by mapping critical value chains and then running disruption scenarios against them. This allows us to identify possible risks and implement appropriate strategies to increase resilience.
Review our supply chain resilience, including the financial health of our suppliers.
Conduct risk assessments on our suppliers and sub-suppliers. If these businesses are exposed to inflationary increases, we can understand the impact quickly and have response plans ready.
Political and Geopolitical events
Understanding Political and Geopolitical issues is critical for stakeholders in the shipping industry to navigate the complexities and mitigate risks associated with these dynamics.
These issues significantly impact the shipping industry, influencing trade routes, shipping costs, and the overall stability of the industry. Some key issues include:
Trade wars and tariffs
Territorial disputes
Piracy and security threats
Conflicts
Tariff changes
Environmental regulations.
Rising and fluctuating fuel prices continues to be one of the most prevalent challenges the industry currently faces.
Liquidity risk
The Directors consider the group to be in a strong and stable financial position, as well as stable in terms of liquidity. Cash at bank is still strong and creditors have decreased from the previous year.
The biggest risk to the group that could affect liquidity continues to be that of non-payment from customers. To mitigate risk the Directors have implemented stronger credit control protocols:
Collection SOPs updated.
Third party credit reports required for all new/existing customers.
Risk management reports monitored and reviewed on a weekly basis.
Third party alerts to adverse credit changes relating to our customers.
Final shipment control.
The Directors consider that the key performance indicators are those that communicate the financial performance and strength of the group, these being turnover and operating profit.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 October 2025.
The results for the year are set out on page 9.
Ordinary dividends were paid amounting to £443,087. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The auditor, Affinia (Chelmsford), is deemed to be reappointed under section 487(2) of the Companies Act 2006.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and parent company, and of the profit or loss of the group for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Unique Forwarding Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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).
Basis for 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 group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, incorporated the following:
The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the international freight sector;
We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, employment, and health and safety legislation;
We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence;
Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, our work included:
Performance of analytical procedures to identify any unusual or unexpected relationships;
Testing journal entries to identify unusual transactions. Investigated the rationale behind significant or unusual transactions; and
Observation and identification of internal controls in place, specifically around payroll and bank transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
Agreeing financial statement disclosures to underlying supporting evidence;
Enquiring of management as to actual and potential litigation and claims; and
Reviewing correspondence with HMRC and reviewing for evidence of correspondence with legal advisors.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £443,087 (2024: £95,177).
Unique Forwarding Group Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Swift House, Ground Floor, 18 Hoffmanns Way, Chelmsford, Essex, UK, CM1 1GU.
The group consists of Unique Forwarding Group Ltd and all of its subsidiaries.
Comparative amounts shown within this set of group consolidated financial statements cover a short period from 1 July 2024 to 31 October 2024. This is due to the alignment of the reporting date with those of the other group entities. Consequently, comparative amounts presented within these financial statements are not fully comparable with current year figures.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention.
The principal accounting policies adopted are set out below.
At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. In reaching this conclusion, the directors have considered forecasts for a period of at least 12 months from the date of approval, as well as the political and economic environment at the time of signing. The directors continue to adopt the going concern basis of accounting in preparing the financial statements.
The consolidated group financial statements consist of the financial statements of the parent company Unique Forwarding Group Ltd together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 October 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from contracts for the provision of freight solutions services is recognised at the point the customers goods reach the end destination, costs incurred are recognised inline with revenue or to the extent they can be estimated reliably. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals previously recognised impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
The company recognises and measures fixed asset investments in subsidiary undertakings at cost less any provision for impairment, in accordance with FRS102 Section 9.
Management is required to assess at each reporting date whether there are any indicators of impairment in respect of these investments. Where indicators are identified, management performs a review by estimating the recoverable amount of the investment, being the higher of fair value less costs to sell and value in use.
The determination of whether indicators of impairment exist and calculations of recoverable amounts require the exercise of significant judgement. Key areas of judgement include the assessment of the subsidiary's financial performance and prospects, its net asset position, and its cashflow position. Management has considered these factors and concluded that no indicators of impairment exist at the balance sheet date.
Goodwill is recognised and measured at cost less accumulated amortisation and any provision for impairment, in accordance with FRS 102 Section 19.
The directors have exercised significant judgement in determining the appropriate carrying value of goodwill. The directors consider goodwill to have a finite useful life and amortise on a systematic basis over its useful life capped at 10 years, inline with FRS102 requirements.
Management is required to assess at each reporting date whether there are any indicators of impairment in respect of goodwill. Where indicators are identified, management performs an impairment review in line with Section 27 of FRS 102.
The determination of whether indicators of impairment exist and calculations of any impairment losses require the exercise of significant judgement. Key areas of judgement include the assessment of the financial performance and prospects of the acquired business, its net asset position, and its cashflow position. Management has considered these factors and concluded that no indicators of impairment exist at the balance sheet date.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Purchase order accruals are freight cost accruals for jobs which have been completed but yet to be invoiced. These accruals include estimates based upon assumed total cost using information received from the groups freight system.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024: 3).
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 October 2025 are as follows:
Unique Forwarding Holdings Limited transferred 100% of its shareholding in Unique Forwarding Limited to Unique Forwarding Investment Group Ltd on 30 September 2025 as part of a group reconstruction. Unique Forwarding Holdings Limited was subsequently dissolved on 10 February 2026.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax liability set out above is expected to reverse in line with the depreciation policies of the underlying assets.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The group had liabilities of £7,186 (2024: £6,916) at the period end in respect of unpaid contributions to defined contribution schemes.
The company's Ordinary shares carry full voting, dividend and capital distribution rights.
The company's Ordinary A, Ordinary C, and Ordinary D shares carry dividend rights, and carry no rights with respect of voting and no rights with respect of distributions arising from a winding up of the company.
The profit and loss account represents the total cumulative profits and losses of the group, net of dividends paid and other adjustments. Profit and loss reserves total a credit of £1,114,171 (2024: £269,328).
Merger reserve
Other reserves represent a merger reserve of £2,949,437 which was created upon acquisition of Unique Forwarding Investment Group Ltd in the prior year.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The company paid dividends totalling £443,087 (2024: £95,177) in respect of shares held by the directors in the parent company at the reporting period date.