ACCOUNTS - Final Accounts

Operating (loss)/profit

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

Registered number: 13411913

GB EUROPE HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

GB EUROPE HOLDINGS LIMITED

COMPANY INFORMATION

Directors	I R Liddell
	D L Barry (appointed 8 May 2025)
	G A Cobbing (appointed 8 May 2025)


Company secretary	N K Brooks


Registered number	13411913


Registered office	8 Lloyd's Avenue
	London
	England
	EC3N 3EL


Independent auditor	MHA
	The Pinnacle
	150 Midsummer Boulevard
	Milton Keynes
	MK9 1LZ

GB EUROPE HOLDINGS LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 5
Directors' Report	6 - 9
Directors' Responsibilities Statement	10
Independent Auditor's Report	11 - 14
Consolidated Statement of Comprehensive Income	15
Consolidated Balance Sheet	16 - 17
Company Balance Sheet	18
Consolidated Statement of Changes in Equity	19
Company Statement of Changes in Equity	20
Consolidated Statement of Cash Flows	21 - 22
Consolidated Analysis of Net Debt	23
Notes to the Financial Statements	24 - 51

GB EUROPE HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The Directors present the Strategic Report for the year ended 31 December 2024.

Business review

The main activities of the Group are provisioning global supply chain management services and international freight services by sea, air, and land to manufacturers, retailers and other customers around the world. Activities are rendered through various Group entities. The Group is able to satisfy the demands of customers for integrated and highly specialized logistics solutions.

The strategy of the Group is to constantly extend and improve its service offering - also by making acquisitions or setting up joint ventures. By constantly extending and improving the service offering the Group is aiming to provide first class service and flexible solutions for complex problems of customers to build long-term business relationships and partnerships.

At the end of 2023, the Houthi started attacking vessels on their passage through the Red Sea and heading towards Suez Canal. This led to a situation where most of the main shipping lines decided to "play safe" and to re-route their vessels around the Cape of Good Hope, Africa's most southeastern point significantly increasing transit times for goods and led to a situation where freight rates and lead times increased significantly, and customers had to start thinking how to protect their supply chains. This disruption continued through the whole of 2024 and persists to the date of this report. This also led to severe changes in freight rates throughout 2024 increasing significantly in the first quarter of 2024 before stabilising in the second quarter but again increasing in the third quarter before a slight drop in the fourth quarter of the year.

While it is still to be seen how long this situation will persist the Group finds itself in a good position to offer solutions to its customers - utilising the knowledge and network created in previous years.

During 2024, interest rates in both the UK and Europe remained elevated compared with historical levels, although central banks began reducing rates as inflationary pressures eased. The Bank of England reduced its base rate from 5.25% to 4.75% during the year, while the European Central Bank reduced its deposit rate from 4.00% to 3.00%, reflecting improving inflation trends but continued economic uncertainty.

During 2024, inflationary pressures in both the UK and Europe continued to ease. UK CPI inflation fell to the Bank of England's 2% target during the middle of the year before ending 2024 at 2.5%. Across the Eurozone, inflation continued its downward trend, averaging approximately 2.4% during the year and reaching the ECB's 2% target by the final quarter. Despite this improvement, services inflation and wage-related cost pressures remained elevated, contributing to ongoing economic uncertainty.

Political and geopolitical uncertainty continued throughout 2024 and is expected to remain a feature of the operating environment through 2025 and 2026. The ongoing conflict in Ukraine, disruption to global shipping routes resulting from tensions in the Red Sea and Middle East, changing trade policies, political developments across Europe and the United States, and continuing discussions regarding UK–EU relations have all contributed to uncertainty in global markets. These factors have affected supply chains, freight costs, customer demand and business confidence, and continue to be monitored closely by the Group.

Even in this challenging market environment the Group was able to demonstrate its positions as one of the largest privately owned UK-based supply chain management and international logistics groups: Turnover has increased to £574,277,000 for the year ended 31 December 2024 from £435,023,000 for the year ended 31 December 2023. (Loss)/Profit before tax has decreased to £(9,487,000) for the year ended December 2024 from £54,929,000 for the year ended 31 December 2023.

Based on the performance of the Group, its net asset position decreased to £500,318,000 (2023: £511,657,000 (restated)). The strong capitalisation allows the Group to operate without any third party financing whilst at the same time being able to organically grow from a strong balance sheet position. The Group also looks for opportunities to invest in or acquire other businesses to grow and / or extend its product offering.

Page 1

GB EUROPE HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

The Group is aiming to deliver flexible and reliable supply chain solutions to its customers by not only focussing on transportation and logistics services but fully integrated supply chain management solutions - becoming a valued partner rather than just a supplier for its customers. To achieve this the Group can provide additional services and create additional value for the customer - with services ranging from customs consultancy over training for staff to software development. By building these services the Group will continue extending its portfolio of one-stop shop solutions.

The Group continues to extend its network of strategic partners around the world. By building these long-term relationships with partners the Group can ensure a high level of operational excellence and standardised quality of services for its customers.

Based on the above the Group in 2024 has attracted additional business from Commercial and Government clients with significant volumes due to the market struggling to provide comparable solutions and has achieved good customer loyalty (with many customers being partners for many years). All services across sea, air, road, rail, warehousing, and distribution have seen a significant increase in volumes in 2024 as the Group's comprehensive supply chain solutions are unique.

Overall, the speed the business has been able to adjust to the changing demands by the pandemic and subsequent global supply chain disruptions and capacity issues has made the Group's services even more attractive to customers. By proving that the Group can provide solutions and minimize the impact of supply chain challenges for its customers the Directors consider that the Group is in a good position to strengthen its position in the market.

Future developments

Extending the portfolio of supply chain related services, focusing on customer satisfaction to achieve an even higher customer loyalty and to win additional business (both in terms of quantity and regional coverage) are the key strategic aims for 2025 and beyond.

The consequence of the ongoing Houthi/Red Sea situation is that shipping lines continue to route vessels around the Cape of Good Hope which led to freight rates increasing significantly during the first half of 2025. Price volatility together with space availability is expected to remain a challenge for the foreseeable future.

While it is still to be seen how long this situation will persist the Group finds itself in a good position to offer solutions to its customers utilising the knowledge and network created in previous years.

Looking at the overall market situation, although interest and inflation rates have dropped, ongoing economic challenges together with political uncertainty are continuing to have a negative effect on demand and this is having a detrimental effect on volumes. This together with political uncertainties (like the Ukraine Crisis and tensions in the Red Sea and Middle East) continues to have a negative impact on demand and a decrease in cargo volumes.

Despite the drop in volumes but based on being able to provide specialised solutions to its customers the Group still expects a strong performance in the future.

Principal risks and uncertainties

The Directors have considered the principal risks and uncertainties the Group is facing and which continue to be actively monitored.

Foreign currency risk

The Group has both customers and supplier payments respectively being made in currencies other than GBP. Where appropriate the Group controls its foreign currency risk by trying to first align collection and payment (e.g. freight revenue collected in USD and sea freight paid in USD). Beyond this the Group aims to agree on transactions in GBP where possible. On a Group level the overall situation for all Group companies is reviewed on a regular basis and corrective measures are taken, if required.

Page 2

GB EUROPE HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Credit risks

Various customers of the Group have credit terms. To avoid any bad debt, the Group has a credit worthiness and credit limit check process. When a customer passes the check, credit can be granted and a credit limit is agreed. Credit worthiness and credit limits are reviewed on a regular basis. Accounts receivable overdue are monitored on a regular basis and reports are also provided to the Directors.

Liquidity risk

The liquidity of the individual Group companies and on Group level is monitored by the Group Treasury Function on a regular basis. Given the financial strength of the Group the risk is considered low.

The Group does not have any material long-term financing in place with third parties which does mean that changes in interest rates on the market would not have any material impact on the Group.

Trading risk

Markets have become very volatile. On the one hand rates and volumes have fluctuated, on the other hand costs have increased above inflation (including e.g. utility bills, fuel / energy prices and wages).

The Group has taken actions to limit or reduce its trading risks. The Group takes care that it serves multiple industry sectors (foodstuff, automotive, healthcare etc.) and that the customer base is a mix of small, medium and large customers without creating too much dependencies from a single customer or industry sector. By offering full supply chain solutions the Group achieves a customer loyalty above average, reducing the risk of a loss of customer.

The Group offers a wide range of services. Such diversification does help to further reduce the trading risk.

The Group also ensures that its costs are covered and that contracts are adjusted, when needed. The COVID Crisis has shown that freight rates can become very volatile and go up and down very quickly. The Group has considered this in its contract with customers.

Russia - Ukraine Crisis

The Group does not and did not have any major business related to Russia and / or Ukraine. However the Russia / Ukraine conflict does have an indirect impact on the business. The most obvious is the increase in energy prices that led to an increase in freight rates. This has been covered as part of the "trading risk" described above.

Another aspect of the Russia - Ukraine Crisis is the shock it generated for the global economy - for example with food prices going up and consumers being reluctant to buy respectively shifting their buying power to more "essential" goods. This has led to a general reduction in volumes in the market and a shift of cargo flows.

While the general drop in volumes can have an impact on the business of the Group, the Group is confident that the shift in cargo flows does also constitute an opportunity to provide dedicated solutions to its customers (and to build new customer relationships). The Directors will continue to monitor the situation and will take corrective measures, if required.

Red Sea - Houthi Attacks

The Red Sea situation is impacting various aspects and it is difficult to predict the overall effect this will have on the economy long-term. The Group has major cargo streams that went through the Red Sea and are now re-routed around Africa - obviously at much higher freight rates.

Short-term this situation has created a demand for solutions to secure the supply chains since there is an interruption of some weeks between cargo arriving on the last vessel taking the "normal" route and the arrival of the first vessel taking the longer route. With its experience and network the Group can offer solutions to its customers to limit the impact during the transition period.

Page 3

GB EUROPE HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Financial key performance indicators

The Group's key performance indicators are turnover, gross margin and profit before tax, details of which are set out above in the strategy and business model of the Group. These indicators and performance are monitored both against budget / forecast and past performance to identify and analyse trends.

Other key performance indicators

The Group's main objective is to provide best of class service to its customers in a highly competitive market. In particular with some big customers, certain KPIs are agreed and reviewed on a regular basis (like quality of service or punctuality).

On a global basis the Group monitors new / lost customers, customer satisfaction, customer loyalty and analyses customer feedback on demand for new service offerings. Also, performance of suppliers is monitored (e.g. reliability).

Besides the above, specific KPIs exist for certain areas of the business (e.g. warehousing pick accuracy).

Other information and explanations

The Group considers its staff as one of its key assets and strengths. In this context the Group monitors staff turnover, reasons for departures and encourages staff to participate in trainings. Operating in an international environment and embracing diversity in the workplace are considered key factors for success.

The Directors consider that being one of the largest privately owned UK-based supply chain management and international logistics groups the Group comes with social responsibility. The Group has implemented a Group Charity Committee to identify projects that are supported by the Group.

International trade causes emissions. The Group considers itself to be in a good position to develop tailor made solutions for customers to reduce emissions. Emissions caused by operations of Group entities are monitored and measures to reduce emissions are taken where possible.

Page 4

GB EUROPE HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Directors' statement of compliance with duty to promote the success of the Group

Section 172 (1) of the Companies Act 2006 requires every Director of a group to act in a manner they consider, in good faith, that will be most likely to promote the success of the Group for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

•The likely consequences of any decision in the long-term

•The interest of the Group’s employees

•The need to foster the Group’s business relationships with suppliers, customers, and others

•The impact of the Group’s operations on the community and the environment

•The desirability of the Group maintaining a reputation for high standards of business, and

•The need to act fairly as members of the Group.

It is important for the business to engage with its various stakeholders in a manner that gives us a better understanding of their interest and concerns in a manner that promotes strong sustainable successful business.

The Group recognises the importance of retention and development of talented employees to the ongoing success of the business. Employees are encouraged to develop their skills and we have regular training available to all levels of staff.

We consider our supplier relationships as critical to our overall success. We continue to build strong relationships with both existing and new suppliers allowing us to react quickly to the constantly changing market and to supply market leading solutions to our customers.

We aim to build long-term relationships with our customers by providing them with solutions that ensure the smooth running of their supply chain, our scope of services across sea, air, road, rail, warehousing, distribution, customs, and technology offer a unique and comprehensive supply chain solution.

The Directors and various senior management boards have acted to maximise profit and cash flow in order to create shareholder value.

The Group is committed to minimising its effect on the environment through the efficient use of resources, the reduction of waste and carbon emissions, recycling, and transport planning.

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

................................................

I R Liddell

Director

Date: 31 July 2026

Page 5

GB EUROPE HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their report and the financial statements for the year ended 31 December 2024.

Principal activity

The principal activity of the Company and Group continued to be that of providing supply chain management services and logistics solutions for goods by land, sea and air.

Business review

Information regarding Business review, Future developments and Risk management can be found in the Strategic Report on pages 1 to 5.

Results and dividends

No ordinary dividends were paid. The Directors do not recommend payment of a dividend.

Director

The Director who served during the year was:

I R Liddell

Supplier payment policy

The Group's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London, WC1A 1DU).

The Group's current policy concerning the payment of trade creditors is to:

• Settle the terms of payment with suppliers when agreeing the terms of each transaction;

• Ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in

the contracts; and

• Pay in accordance with the Group’s contractual and other legal obligations

Trade creditors of the Group at the year end were equivalent to 60 (2023: 55) day's purchases, based on the average daily amount invoiced by suppliers during the year.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the Group continues and that the appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Page 6

GB EUROPE HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Employee involvement

The Group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Group's performance.

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 and the Group'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 and the Group's auditor is aware of that information.

Post balance sheet events

Since the balance sheet date, the Group acquired the following companies: On 5 November 2025 50% of shares in Tendron Group, which includes Stoos SAS, Amily 5 SAS, Cercottes SAS and SCI Spitzmielen, for 9,289,000 EUR, on 11 November 2025 100% of the shares in Viasea Shipping for 7,000,000 EUR and on 30 January 2026, the remaining 50% of the shares in Efret Limited for £1,865,160

Auditor

The auditor, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 7

GB EUROPE HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Energy and carbon report

In line with the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 our energy use and greenhouse gas (GHG) emissions are set out below.

This data relates to UK emissions for the 12 month period from 1 January 2024 to 31 December 2024.

This disclosure includes emissions in relation to GB Europe Holdings Limited, Uniserve Holdings Limited, Uniserve Limited, James Kemball Limited, Ellerman City Liners Limited, Metro Global Limited, Metro Shipping Limited, Seafast Cold Chain Limited, Seafast Shipping Limited, Seafast Logistics Limited, all other entities within the Group fall far below the requirements and would have an immaterial impact on the disclosure.


		As restated
	2024	2023
	kWh	kWh

Energy consumption
Aggregate of energy consumption in the year	65,839,845	80,980,012
	65,839,845	80,980,012

Emissions of CO2 equivalent
		As restated
	2024	2023
	metric tonnes	metric tonnes

Scope 1 - direct emissions - Gas combustion	299.00	347.00
- Fuel consumed for owned transport	14,497.00	16,589.00
	14,796.00	16,936.00
Scope 2 - indirect emissions - Electricity purchased	1,563.00	3,294.00
Scope 3 - other indirect emissions - Fuel consumed for transport not owned	34.00	38.00
Total gross emissions	16,393.00	20,268.00


		As restated
	2024	2023
	£000	£000

Intensity ratio
Tonnes CO2e per £1m Turnover	28.417	46.592

Page 8

GB EUROPE HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Quantification and reporting methodology

We report our emissions with reference to the latest Greenhouse Gas Protocol Corporate Accounting and Report Standard (GHG Protocol). In accordance with the 2018 Regulations, the energy use and associated greenhouse gas emissions are aligned with financial reporting for the UK subsidiaries and exclude the non-UK based subsidiaries that would not qualify under the 2018 Regulations in their own right. Data sources include billing, invoices and internal systems. We purchased or generated 98% renewable electricity for our sites and have included an additional net emissions figure calculated using market-based factors to account for this in our evidence pack. More comprehensive transport data was available for 2024 compared to the previous year, however for transport data where actual usage data (e.g. litres) was unavailable, conversions were made using average fuel consumption factors to estimate the usage. An assumption has been made that all grey fleet vehicles are petrol, as no vehicle type data was available. We recalculated our 2023 Stationary Combustion energy consumption in 2024 to reflect more accurate vehicle type data that became available. Some electricity and gas consuming sites were included in 2023 in error, these have been removed for 2024 reporting.

Intensity measurement

We have chosen to report our gross emissions against £m turnover.

Carbon mitigation actions

The following carbon mitigation actions have been taken during this reporting period:

∙An increase in the percentage of green energy purchased or generated to 98% in 2024.

∙We now offer HVO (Hydrogenated Vegetable Oil) as an alternative to Diesel to selected clients; select customer contracts use 100% HVO transport.

∙Freezer and chiller chamber temperatures have been increased to reduce energy consumption.

∙The 'go-live' of 5,500 solar panels on Felixstowe Mega Distribution Centre which allowed us to use 1,752,183kWh of generated renewable energy on site.

∙Ongoing switch to more energy efficient LED lighting at point of replacement.

∙The commission of an LNG tank at our Chepstow site, due to start servicing LNG powered HGVs in early 2025.

∙A transition to 100% electric or hybrid company vehicles

For more information, please see our ESG Report. https://uniserve.co.uk /sustainability

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

................................................

I R Liddell

Director

Date: 31 July 2026

Page 9

GB EUROPE HOLDINGS LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group 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 for the Group'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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 10

GB EUROPE HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GB EUROPE HOLDINGS LIMITED

Opinion

We have audited the financial statements of GB Europe Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of material 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 Group's and of the Parent Company's affairs as at 31 December 2024 and of the Group's loss for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Page 11

GB EUROPE HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GB EUROPE HOLDINGS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Group 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 Group 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 material misstatements in the Strategic Report or the Directors' Report.

Matters on which we are required to report by exception

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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the Parent Company 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 10, 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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Page 12

GB EUROPE HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GB EUROPE HOLDINGS LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

∙Enquiry of management and those charged with governance around actual and potential litigation and claims;

∙Performing audit work over the risk of management override of controls, including testing of journal and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;

∙Reviewing minutes of meetings of those charged with governance; and

∙Reviewing financial statement disclosures and testing to supporting documentation to access compliance with applicable laws and regulations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.

Page 13

GB EUROPE HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GB EUROPE HOLDINGS LIMITED (CONTINUED)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Simon Knibbs MA FCA (Senior Statutory Auditor)

for and on behalf of

MHA

Statutory Auditors

Milton Keynes, United Kingdom

Date: 3 August 2026

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)

Page 14

GB EUROPE HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£000	£000


Turnover	3	574,277	435,023
Cost of sales		(432,612)	(379,713)
Gross profit		141,665	55,310
Administrative expenses		(172,881)	(31,916)
Other operating income	4	4,636	9,488
Fair value movements	5	10,210	17,019
Other operating charges		(2)	(31)
Operating (loss)/profit	6	(16,372)	49,870
Share of profit of associates		4,257	4,782
Total operating (loss)/profit		(12,115)	54,652
Income from participating interests		6,475	13,850
Interest receivable and similar income	11	11,663	7,510
Interest payable and similar expenses	12	(15,510)	(21,083)
(Loss)/profit before taxation		(9,487)	54,929
Tax on (loss)/profit	13	(1,852)	(12,265)
(Loss)/profit for the financial year		(11,339)	42,664

(Loss)/profit for the year attributable to:
Non-controlling interests	-	541
Owners of the Parent Company	(11,339)	42,123
	(11,339)	42,664

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

The notes on pages 24 to 51 form part of these financial statements.

Page 15

GB EUROPE HOLDINGS LIMITED

REGISTERED NUMBER: 13411913

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023 as restated
Note		£000		£000

Fixed assets
Intangible assets	14		40,919		40,754
Tangible assets	15		136,727		137,076
Investments	16		63,633		42,244
Investment property	17		9,121		9,596
			250,400		229,670
Current assets
Stocks	18	1,530		3,701
Debtors: amounts falling due after more than one year	19	4,538		4,442
Debtors: amounts falling due within one year	19	138,067		108,363
Current asset investments	20	223,274		286,648
Cash at bank and in hand	21	172,849		186,726
		540,258		589,880
Creditors: amounts falling due within one year	22	(161,867)		(163,217)
Net current assets			378,391		426,663
Total assets less current liabilities			628,791		656,333
Creditors: amounts falling due after more than one year	23		(3,838)		(19)
Provisions for liabilities
Deferred taxation	25	(5,902)		(7,745)
Other provisions	26	(118,733)		(136,912)
			(124,635)		(144,657)
Net assets			500,318		511,657

Capital and reserves
Called up share capital	27	100	100
Profit and loss account		500,218	507,166
Equity attributable to owners of the Parent Company		500,318	507,266
Non-controlling interests		-	4,391
		500,318	511,657

Page 16

GB EUROPE HOLDINGS LIMITED

REGISTERED NUMBER: 13411913

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

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

................................................

I R Liddell

Director

Date: 31 July 2026

The notes on pages 24 to 51 form part of these financial statements.

Page 17

GB EUROPE HOLDINGS LIMITED

REGISTERED NUMBER: 13411913

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£000		£000

Fixed assets
Tangible assets	15		187		-
Investments	16		5,957		100
Investment property	17		11,425		11,995
			17,569		12,095
Current assets
Debtors: amounts falling due within one year	19	22,109		22,083
Cash at bank and in hand	21	140		5,202
		22,249		27,285
Creditors: amounts falling due within one year	22	(17,925)		(17,378)
Net current assets			4,324		9,907
Total assets less current liabilities			21,893		22,002

Provisions for liabilities
Deferred taxation	25	(280)		-
			(280)		-
Net assets			21,613		22,002

Capital and reserves
Called up share capital	27		100		100
Profit and loss account brought forward		21,902		21,772
Loss/(profit) for the year		(389)		130
Profit and loss account carried forward			21,513		21,902
			21,613		22,002

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

................................................

I R Liddell

Director

Date: 31 July 2026

The notes on pages 24 to 51 form part of these financial statements.

Page 18

GB EUROPE HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Equity attributable to owners of Parent Company	Non-controlling interests	Total equity
	£000	£000	£000	£000	£000
At 1 January 2023 (as previously stated)	100	477,529	477,629	3,850	481,479
Prior year adjustment - correction of error	-	(12,486)	(12,486)	-	(12,486)
At 1 January 2023 (as restated)	100	465,043	465,143	3,850	468,993
Comprehensive income for the year
Profit for the year	-	42,123	42,123	541	42,664

At 1 January 2024	100	507,166	507,266	4,391	511,657
Comprehensive income for the year
Loss for the year	-	(11,339)	(11,339)	-	(11,339)
Acquisition of non-controlling interest	-	4,391	4,391	(4,391)	-
At 31 December 2024	100	500,218	500,318	-	500,318

The notes on pages 24 to 51 form part of these financial statements.

Page 19

GB EUROPE HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£000	£000	£000
At 1 January 2023	100	21,772	21,872
Comprehensive income for the year
Profit for the year	-	130	130

At 1 January 2024	100	21,902	22,002
Comprehensive income for the year
Loss for the year	-	(389)	(389)
At 31 December 2024	100	21,513	21,613

The notes on pages 24 to 51 form part of these financial statements.

Page 20

GB EUROPE HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£000	£000

Cash flows from operating activities
(Loss)/profit for the financial year	(11,339)	42,664
Adjustments for:
Share of operating profit in associates	(4,257)	(4,782)
Taxation charge	1,852	12,265
Interest paid	15,510	21,083
Interest and income from investments received	(18,138)	(21,360)
Net fair value gains recognised in P&L	(10,210)	(17,019)
Amortisation of intangible assets	5,671	5,671
Depreciation of tangible assets	19,290	32,255
Decrease in provisions	(18,179)	(149,443)
Decrease in stocks	2,171	1,572
(Increase)/decrease in debtors	(30,157)	81,670
Increase/(decrease) in creditors	22,587	(63,455)
Corporation tax paid	(24,150)	(12,941)
Net cash generated from operating activities	(49,349)	(71,820)

Cash flows from investing activities
Purchase of intangible fixed assets	(5,836)	(7,904)
Purchase of tangible fixed assets	(21,973)	(25,992)
Sale of tangible fixed assets	3,032	1,840
Purchase of unlisted and other investments	-	(5,152)
Purchase of shares in associates	(17,164)	-
Sale of unlisted and other investments	74,091	10
Interest received	11,663	7,510
Income from investments	6,475	13,850
Net cash from investing activities	50,288	(15,838)

Page 21

GB EUROPE HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023
		£000	£000


Cash flows from financing activities
Repayment of/new finance leases	694	(94)
Interest paid	(15,510)	(21,083)
Net cash used in financing activities	(14,816)	(21,177)
Net (decrease) in cash and cash equivalents	(13,877)	(108,835)
Cash and cash equivalents at beginning of year	186,726	295,561
Cash and cash equivalents at the end of year	172,849	186,726

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	172,849	186,726
	172,849	186,726

The notes on pages 24 to 51 form part of these financial statements.

Page 22

GB EUROPE HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	New finance leases	At 31 December 2024
£000	£000	£000	£000

Cash at bank and in hand	186,726	(13,877)	-	172,849
Finance leases	(25)	25	(719)	(719)
	186,701	(13,852)	(719)	172,130

The notes on pages 24 to 51 form part of these financial statements.

Page 23

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

General information

GB Europe Holdings Limited is a private limited company domiciled and incorporated in England and Wales. The registered office is 8 Lloyd's Avenue, London, England, EC3N 3EL.

The Group consists of GB Europe Holdings Limited and all its subsidiaries.

The financial statements are prepared in sterling, which is the functional currency of the Group and Company. Monetary amounts in these financial statements are rounded to the nearest £'000.

1.Accounting policies

1.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 2).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

1.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

1.3

Going concern

At the time of approving the financial statements, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Page 24

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)

1.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Revenue from freight forwarding services

The provision for freight forwarding services include land, sea and air freight. Revenue is earned when goods arrive for imports and when they depart for exports. In both cases, revenue is recognised when the services are rendered, which coincide with the date of arrival or departure of shipments.

Revenue from warehousing

Revenue from warehousing is recognised over the period of time that the goods are held at sites.

1.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

1.6

Research and development

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7

Interest income

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

1.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

1.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

Page 25

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)

1.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate 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;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

Page 26

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)

1.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Amortisation is provided on the following bases:

				Computer software	-	20%	Straight line
				Goodwill	-	10%	Straight line

1.12

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.

Land is not depreciated. Depreciation on other assets 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:

Buildings	-	2%
Leasehold improvements	-	over the life of the lease
Plant and machinery	-	10-25%
Motor vehicles	-	10-33%
Fixtures and fittings	-	10-15%
Computer equipment	-	8-8.33%
Other fixed assets	-	10-15%
Assets under construction	-	not depreciated

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 27

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)

1.13

Investment property

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

1.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

1.15

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.

In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investor's share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Balance Sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.

Any premium on acquisition is dealt with in accordance with the goodwill policy.

Page 28

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)

1.16

Impairment of fixed assets

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 (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalue 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 (or cash-generating unit) 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 (or cash-generating unit) 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.

1.17

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

1.18

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 Consolidated 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 Group's cash management.

Page 29

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)

1.19

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.

1.20

Employee benefits

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 Group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.21

Financial instruments

The Group 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 Group's Balance Sheet when the Group 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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments

Page 30

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)

1.21

Financial instruments (continued)

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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.

Page 31

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)

1.21

Financial instruments (continued)

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

2.	Judgements in applying accounting policies and key sources of estimation uncertainty

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.

Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Container depreciation policy
Management of Uniserve Limited has made a judgement on the appropriate container depreciation policy and has decided to apply depreciation rates of 50%, 30% and 20% over 3 years to reflect the consumption of the asset. The need for an impairment was investigated but it was concluded that no impairment is required.

Claims
Claims provisions represent claims against the Group in respect of services and goods provided. The amount provided represents management's best estimate of the amount required to settle the obligation at the reporting date. The Group has not disclosed all of the information required by paragraphs 21.14 to 21.15 of FRS 102 on the grounds that it could be expected to seriously prejudice the position of the entity.

Provisions are measured at the present value of the expenditure expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.

Page 32

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Judgements in applying accounting policies (continued)

Accounting treatment of investments
In preparing these financial statements, the Directors have exercised significant judgement in determining whether certain entities in which the Company holds 50% of the voting rights meet the definition of a subsidiary under Section 9 of FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

Although the Group holds 50% of the voting rights in these entities, the Directors have concluded that the Group does not have the power to govern the financial and operating policies of the entities so as to obtain benefits from their activities. Under the relevant constitutional and contractual arrangements, decisions relating to the entities' strategic financial and operating policies require the agreement of both shareholders, and the Group does not have unilateral decision-making rights.

Accordingly, the Directors have concluded that these entities are not subsidiaries for the purposes of FRS 102 and have therefore not been consolidated within the Group financial statements. This assessment has been made after considering all relevant facts and circumstances, including the voting arrangements, shareholders' agreements and governance structure, and will be reviewed if those arrangements or circumstances change.

Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Impairment of Group loans
The Group makes an estimate of the recoverable value of Group loans. When assessing the impairment of Group loans management considers whether there is objective evidence of impairment including:
. economic or legal reasons which could suggest the debtor is suffering financial difficulties; and
. observable data indicating that there has been a measurable decrease in the estimated future cash
flows from a group of financial assets since the initial recognition of those assets.

Turnover

The whole of the turnover is attributable to the Group's principle activities.

Analysis of turnover by country of destination:

					2024	2023
					£000	£000

United Kingdom	457,678	400,036
Rest of the world	116,599	34,987
	574,277	435,023

Page 33

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

4.	Other operating income
		2024	2023
		£000	£000

	Sundry income	4,636	9,488

5.	Fair value movements
		2024	2023
		£000	£000


Net fair value movements on listed and current asset investments	10,210	17,019

Other operating lease rentals	21,177	20,557
Exchange gains	(3,979)	(2,819)
Government grants	(31)	(43)
Depreciation	19,290	32,255
Amortisation	5,671	5,671
Gain on disposal of tangible fixed assets	(37)	(2)

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements	83	82
Fees payable to the Company's auditors in respect of:
The auditing of accounts of associates of the Company	323	264

Page 34

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Employees
	Staff costs, including Directors' remuneration, were as follows:

		Group	Group
		2024	2023
		£000	£000


Wages and salaries	65,016	63,792
Social security costs	6,821	6,627
Cost of defined contribution scheme	1,485	1,182
	73,322	71,601

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

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Employees	1,443	1,416	1	1

9.	Directors' remuneration

	The highest paid Director received remuneration of £337,000 (2023 - £332,000).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £NIL (2023 - £3,522).

10.	Income from other fixed asset investments
		2024	2023
		£000	£000


Dividend income from current asset investments and associates	6,475	13,850

11.	Interest receivable
		2024	2023
		£000	£000

Bank and investment interest receivable

11,663

7,510

Page 35

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Interest payable and similar expenses
		2024	2023
		£000	£000

Bank interest payable	935	1,360
Interest charge on provisions	14,575	19,723
	15,510	21,083

Corporation tax
Current tax on profits for the year	3,695	20,486
Adjustments in respect of previous periods	-	(21)
	3,695	20,465

Total current tax	3,695	20,465

Deferred tax
Origination and reversal of timing differences	(1,843)	(8,200)
Total deferred tax	(1,843)	(8,200)


		1,852	12,265

Page 36

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.Taxation (continued)

(Loss)/profit on ordinary activities before tax

(9,488)

54,929

(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)	(2,372)	12,919
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	1,116	(829)
Utilisation of tax losses	9,078	8,394
Share of profits of associates	(1,064)	(1,125)
Adjustments to tax charge in respect of prior periods	-	104
Short-term timing difference leading to an increase in taxation	3,537	419
Other timing differences leading to a decrease in taxation	(924)	(414)
Non-taxable income	(2,429)	(472)
Chargeable gains/losses	(840)	3,995
Dividends from UK companies	(1,741)	(2,921)
Deferred tax	(2,509)	(6,552)
Change in tax rate	-	(1,253)
Total tax charge for the year	1,852	12,265

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 37

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Intangible assets
	Group

	Computer software	Goodwill	Total
	£000	£000	£000
Cost
At 1 January 2024	10,084	56,496	66,580
Additions	5,836	-	5,836
At 31 December 2024	15,920	56,496	72,416
Amortisation
At 1 January 2024	40	25,786	25,826
Charge for the year on owned assets	28	5,643	5,671
At 31 December 2024	68	31,429	31,497
Net book value
At 31 December 2024	15,852	25,067	40,919
At 31 December 2023	10,044	30,710	40,754

Page 38

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Tangible fixed assets
	Group

	Land and buildings	Leasehold improvements	Plant and machinery	Motor vehicles	Fixtures and fittings
	£000	£000	£000	£000	£000
Cost or valuation
At 1 January 2024	33,453	80,729	10,176	11,717	10,172
Additions	10,093	345	4,445	2,229	3,637
Disposals	-	(30)	(15)	(296)	-
At 31 December 2024	43,546	81,044	14,606	13,650	13,809
Depreciation
At 1 January 2024	-	19,871	4,915	9,793	6,516
Charge for the year on owned assets	67	4,801	1,748	777	1,361
Disposals	-	(25)	(10)	(200)	-
At 31 December 2024	67	24,647	6,653	10,370	7,877
Net book value
At 31 December 2024	43,479	56,397	7,953	3,280	5,932
At 31 December 2023	33,453	60,857	5,261	1,924	3,657

Page 39

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.Tangible fixed assets (continued)

	Computer equipment	Other fixed assets	Assets under construction	Total
	£000	£000	£000	£000
Cost or valuation
At 1 January 2024	2,204	116,088	-	264,539
Additions	156	-	1,068	21,973
Disposals	(125)	(25,137)	-	(25,603)
At 31 December 2024	2,235	90,951	1,068	260,909
Depreciation
At 1 January 2024	1,479	84,889	-	127,463
Charge for the year on owned assets	298	10,238	-	19,290
Disposals	(125)	(22,211)	-	(22,571)
At 31 December 2024	1,652	72,916	-	124,182
Net book value
At 31 December 2024	583	18,035	1,068	136,727
At 31 December 2023	725	31,199	-	137,076

Page 40

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.Tangible fixed assets (continued)

	Company

		Fixtures and fittings
		£000
	Cost or valuation
	Additions	200
	At 31 December 2024	200
	Depreciation
	Charge for the year on owned assets	13
	At 31 December 2024	13
	Net book value
	At 31 December 2024	187
	At 31 December 2023	-

16.	Fixed asset investments
	Group

	Investments in associates	Listed investments	Unlisted investments	Total
	£000	£000	£000	£000
Cost or valuation
At 1 January 2024	41,642	600	2	42,244
Additions	17,164	-	-	17,164
Revaluations	-	(32)	-	(32)
Share of profit	4,257	-	-	4,257
At 31 December 2024	63,063	568	2	63,633

Page 41

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Company

	Investments in subsidiary companies	Investments in associates	Total
	£000	£000	£000
Cost or valuation
At 1 January 2024	100	-	100
Additions	-	5,857	5,857
At 31 December 2024	100	5,857	5,957

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

GB Global Management Limited (formerly Uniserve Holdings Limited)	England & Wales	Ordinary	100%
Ellerman City Liners Limited	England & Wales	Ordinary	100%
Ellerman Lines Limited	England & Wales	Ordinary	100%
* Ellerman City Liners Germany UG	Germany	Ordinary	100%
* Ellerman City Liners (Germany) Ltd & Co. KG	Germany	Ordinary	100%
* Ellerman City Liners Portugal	Portugal	Ordinary	100%
* Ellerman City Liners Spain	Spain	Ordinary	100%
* Ellerman City Liners Poland Sp.Z.O.O	Poland	Ordinary	100%
** Uniserve Limited	England & Wales	Ordinary	100%
** James Kemball Limited	England & Wales	Ordinary	100%
** Dover Property Holdings Limited	England & Wales	Ordinary	100%
** London Gateway Portcentric Services Limited	England & Wales	Ordinary	100%
** Uniserve (UK) Limited	England & Wales	Ordinary	99%
** Uniserve (Air Freight) Limited	England & Wales	Ordinary	99%
** Uniserve (Europe) Limited	England & Wales	Ordinary	99%
** Uniserve (Scotland) Limited	England & Wales	Ordinary	99%
** Eurotrade Fulfillment Limited	England & Wales	Ordinary	99%
** Ocean Gateway LLP	England & Wales	Ordinary	99%
** Ocean Gateway (2) LLP	England & Wales	Ordinary	99%
** Seafast Holdings Limited	England & Wales	Ordinary	100%
** Wilgo Freight Holdings Limited	England & Wales	Ordinary	100%
** Customs Insights Consultancy Limited	England & Wales	Ordinary	100%
** Portall Solutions Limited	England & Wales	Ordinary	100%
** One World Global Trade Management Limited	England & Wales	Ordinary	100%
** Zenith Logistics Services (UK) Limited	England & Wales	Ordinary	100%
** Uniserve Pte Ltd	Singapore	Ordinary	100%
** Kelleher Forwarding Limited	England & Wales	Ordinary	99%
** Stretford Property Holdings Limited	England & Wales	Ordinary	100%
** Corby Property Holdings Limited	England & Wales	Ordinary	100%
** Speke Property Holdings Limited	England & Wales	Ordinary	100%

Page 42

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertakings (continued)

Name

Registered office

Class of shares

Holding

** Regional Freight Services Limited	England & Wales	Ordinary	100%
** Supply Chain Academy Holdings Limited	England & Wales	Ordinary	100%
** Metro Global Holdings Limited	England & Wales	Ordinary	100%
** Grand Events Holdings Limited	England & Wales	Ordinary	100%
** Uniserve Netherlands B.V	Netherlands	Ordinary	100%
*** Seafast Cold Chain Logistics plc	England & Wales	Ordinary	100%
*** Seafast Global plc	England & Wales	Ordinary	100%
*** Seafast Shipping plc	England & Wales	Ordinary	100%
*** Seafast Liner Agency Limited	England & Wales	Ordinary	100%
*** Seafast Logistics Limited	England & Wales	Ordinary	100%
*** South Atlantic Container Line Limited	England & Wales	Ordinary	100%
**** Metro Shipping Limited	England & Wales	Ordinary	100%
***** Cromwell Manor Functions Limited	England & Wales	Ordinary	100%
***** Saville's Catering Limited	England & Wales	Ordinary	100%
^ Uniserve Drinks Logistics Limited	England & Wales	Ordinary	100%
^ Pelican Two Limited	England & Wales	Ordinary	100%
^^ DJB Haulage Limited	England & Wales	Ordinary	100%
^^^ Supply Chain Academy Limited	England & Wales	Ordinary	100%
^^^^ London Stansted Cargo Limited	England & Wales	Ordinary	99%
^^^^^ Uniserve Solutions BV	Netherlands	Ordinary	100%
^^^^^ Uniserve Trade Services BV	Netherlands	Ordinary	100%
^^^^^ Westpoort Recon Space BV	Netherlands	Ordinary	100%

* Held indirectly via Ellerman City Liners Limited
** Held indirectly via GB Global Management Limited (formerly Uniserve Holdings Limited)
*** Held indirectly via Seafast Holdings Limited
**** Held indirectly via Metro Global Holdings Limited
***** Held indirectly via Grand Events Holdings Limited
^ Held indirectly via Wilgo Freight Holdings Limited
^^ Held indirectly via James Kemball Limited
^^^ Held indirectly via Supply Chain Academy Holdings Limited
^^^^ Held indirectly via Uniserve (UK) Limited
^^^^^ Held indirectly via Uniserve Netherlands B.V

The remaining 50% shareholding of Uniserve Netherlands B.V, Uniserve Solutions BV, Uniserve Trade Services BV and Westpoort Recon Space BV was acquired on 9 February 2024.

Page 43

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Associates
The following were associates of the Company:
Name	Registered office	Class of shares	Holding

* Asia (UK) Property Fund LLP	England & Wales	Ordinary	50%
* George Baker Group Limited	England & Wales	Ordinary	50%
* Efret Limited	England & Wales	Ordinary	50%
* Wineflow Freight Forwarding Limited	England & Wales	Ordinary	50%
* Wineflow Clearance Limited	England & Wales	Ordinary	50%
* Pro Carrier Limited	England & Wales	Ordinary	50%
* KLOG Invest, SA	Portugal	Ordinary	50%
* Beyondly Global Limited	England & Wales	Ordinary	50%
** Hamsard 3229 Limited	England & Wales	Ordinary	50%
** Elm Finance Limited	England & Wales	Ordinary	50%
*** Pro Carrier Europe Limited	England & Wales	Ordinary	50%
**** BKR Consultants Limited	England & Wales	Ordinary	40%
**** George Baker (Air & Sea) Limited	England & Wales	Ordinary	40%
**** George Baker (Europe) Limited	England & Wales	Ordinary	50%
**** George Baker (Shipping) Limited	England & Wales	Ordinary	50%
**** George Baker (Transport) Limited	England & Wales	Ordinary	40%
***** KLOG Transportes, SA	Portugal	Ordinary	50%
***** KLOG Logistica, SA	Portugal	Ordinary	50%
^ Comply Direct Limited	England & Wales	Ordinary	50%
^ Recycling in Action Limited	England & Wales	Ordinary	50%

* Held indirectly via GB Global Management Limited (formerly Uniserve Holdings Limited)
** Held indirectly via Asia (UK) Property Fund LLP
*** Held indirectly via Pro Carrier Limited
**** Held indirectly via George Baker Group Limited
***** Held indirectly via KLOG Invest, SA
^ Held indirectly via Beyondly Global Limited

50% shareholding of Beyondly Global Limited, Comply Direct Limited and Recycling in Action Limited was acquired on 26 April 2024.

50% shareholding of KLOG Invest, SA, KLOG Transportes, SA and KLOG Logistica, SA was acquired on 6 August 2024

Page 44

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Investment property
	Group

		Freehold investment property
		£000
	Valuation
	At 1 January 2024	9,596
	Fair value movement	(475)
	At 31 December 2024	9,121

The 2024 valuations were made by Avison Young (UK) Limited, on an open market value for existing use basis.

	Company

		Freehold investment property
		£000
	Valuation
	At 1 January 2024	11,995
	Fair value movement	(570)
	At 31 December 2024	11,425

The 2024 valuations were made by Avison Young (UK) Limited, on an open market value for existing use basis.

18.	Stocks
		Group	Group
		2024	2023
		£000	£000

	Stocks	1,530	3,701

Page 45

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

19.	Debtors
		Group	Group	Company	Company
		2024	2023	2024	2023
		£000	£000	£000	£000

Due after more than one year
Other debtors	4,538	4,442	-	-

Group	Group	Company	Company
2024	2023	2024	2023
£000	£000	£000	£000

Due within one year
Trade debtors	78,105	48,375	227	-
Amounts owed by group undertakings	-	-	21,839	22,060
Amounts owed by other participating interests	25,846	18,636	-	-
Other debtors	8,954	16,374	43	23
Prepayments and accrued income	25,162	24,621	-	-
Tax recoverable	-	357	-	-
	138,067	108,363	22,109	22,083

Amounts owed by group undertakings are unsecured, interest-free, and have no fixed date for repayment. The Company has no intention to demand repayment within 12 months of the reporting date.

20.	Current asset investments
		Group	Group	Company	Company
		2024	2023	2024	2023
		£000	£000	£000	£000

	Managed fund investments	223,274	286,648	-	-

21.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£000	£000	£000	£000

	Cash at bank and in hand	172,849	186,726	140	5,202

Page 46

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£000	£000	£000	£000

Trade creditors	71,415	57,796	-	-
Amounts owed to group undertakings	-	-	16,981	16,897
Amounts owed to other participating interests	30,597	13,431	-	-
Corporation tax	21,610	42,422	-	88
Other taxation and social security	3,379	129	406	129
Obligations under finance lease and hire purchase contracts	-	6	-	-
Other creditors	3,209	4,103	171	70
Accruals and deferred income	31,657	45,330	367	194
	161,867	163,217	17,925	17,378

Amounts owed to group undertakings are unsecured, interest-free, and have no fixed date for repayment. The Company has no intention to demand repayment within 12 months of the reporting date.

23.	Creditors: Amounts falling due after more than one year
		Group	Group
		2024	2023
		£000	£000

Net obligations under finance leases and hire purchase contracts	719	19
Other creditors	3,119	-
	3,838	19

24.	Hire purchase and finance leases

		Group	Group
		2024	2023
		£000	£000

Within one year	-	6
Between 1-5 years	719	19
	719	25

Page 47

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

25.	Deferred taxation
	Group

	2024	2023
	£000	£000

At beginning of year	(7,745)	(15,945)
Charged to profit or loss	1,843	8,200
At end of year	(5,902)	(7,745)

Company

	2024	2023
	£000	£000

At beginning of year	-	-
Charged to profit or loss	(280)	-
At end of year	(280)	-

Group	Group	Company
2024	2023	2024
£000	£000	£000

	Accelerated capital allowances	(5,902)	(7,745)	(280)
		(5,902)	(7,745)	(280)

Page 48

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

26.	Provisions
	Group

	Claims provisions	Dilapidations provisions	Voyages provisions	Total
	£000	£000	£000	£000

At 1 January 2024	117,310	8,570	11,032	136,912
Charged to profit or loss	(18,116)	-	(7,863)	(25,979)
Unwind of discount	14,575	-	-	14,575
Released in year	(6,775)	-	-	(6,775)
At 31 December 2024	106,994	8,570	3,169	118,733

Claims provisions

The provision represents claims against the Group in respect of services and goods supplied. It includes the anticipated cost of settling these claims plus the associated legal cost of defending any action. The Group has not disclosed all of the information required by paragraphs 21.14 to 21.15 of FRS 102 on the grounds that it could seriously prejudice the position of the entity.

Dilapidations provisions

The provision relates to a number of leases with different terms and hence the provisions are expected to be utilised at differing terms between 1 and 15 years.

Voyages provisions

The Group makes an onerous contract provision for loss making voyages, this being voyages where the total expected costs exceed the total expected revenue.

27.	Share capital
		2024	2023
		£000	£000

Allotted, called up and fully paid

100,001 (2023 - 100,001) Ordinary Shares shares of £1.00 each	100	100

28.	Prior year adjustment

During the current year, the Group identified that an elimination journal relating to intercompany accruals had not been appropriately reversed in a previous year. As a result, creditors were understated and retained earnings were overstated.

The comparative figures have therefore been restated to correct this error. The adjustment increased both creditors and reduced retained earnings by £12,486,000 as at the prior year-end. This adjustment has no impact on the Group's profit for the current or prior year, or on cash flows.

Page 49

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

29.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £1,485,000 (2023 - £1,096,000). Contributions totalling £187,650 (2023 - £167,130) were payable to the fund at the balance sheet date and are included in creditors.

30.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£000	£000

Not later than 1 year	29,850	72,504
Later than 1 year and not later than 5 years	76,634	93,872
Later than 5 years	77,011	18,907
	183,495	185,283

31.

Related party transactions

The Group has taken advantage of the exemption conferred by section 33.1A of FRS102 to not disclose transactions with entities that are 100% owned by GB Global Holdco Pte Limited, the ultimate parent company.

Included in debtors and creditors are:

A loan of £4,524,000 (2023: £4,332,000) to Uniserve Funded Unapproved Retirement Benefit Scheme, accumulated interest charged in respect of this loan amounts to £2,124,000 (2023: £1,994,000). During the year interest of £96,000 (2023: £97,000) was charged in respect of this loan.

A balance owed to Uniserve (Ireland) Limited of £6,977,000 (2023: £7,509,000). During the year the Group purchased services amounting to £nil (2023: £nil) from this company and made sales of £121,445 (2023: £nil) to this company. Mr I R Liddell is a director and shareholder of Uniserve (Ireland) Limited.

A balance of £1,653,348 due from Mr I R Liddell (2023: £185,500). This balance is owed to the Group and is comprised of the following amounts; due to GB Global Management Limited (formerly Uniserve Holdings Limited) £1,653,348 (2023: £185,500)

A balance of £87,000 (2023: £87,000) is due to Uniocean Lines Limited. Of this amount £1,000 (2023: £1,000) is owed to GB Global Management Limited (formerly Uniserve Holdings Limited). Mr I R Liddell is a director and shareholder of Uniocean Lines Limited.

A balance of £15,000 (2023: £10,000) due from Birmingham Business Park Properties LLP, owed to GB Global Management Limited (formerly Uniserve Holdings Limited). GB Global Management Limited (formerly Uniserve Holdings Limited) made purchases of £nil (2023: £nil) from the LLP. Birmingham Business Park Properties is a related party due to the common shareholder of Mr I R Liddell.

Page 50

GB EUROPE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

32.	Post balance sheet events

Since the balance sheet date, the Group acquired the following companies: On 5 November 2025 50% of shares in Tendron Group which includes Stoos SAS, Amily 5 SAS, Cercottes SAS and SCI Spitzmielen for 9,289,000 EUR, on 11 November 2025 100% of the shares in Viasea Shipping for 7,000,000 EUR and on 30 January 2026, the remaining 50% of the shares in Efret Limited for £1,865,160

33.	Controlling party

The immediate and ultimate parent company is GB Global Holdco. Pte. Ltd., a company incorporated in Singapore.

The ultimate controlling party is Mr I R Liddell by virtue of his shareholding in the ultimate parent company.

Page 51