ACCOUNTS - Final Accounts preparation

Operating profit

The operating profit is stated after charging:

Registered number: 14492936

FREIGHT MINDS HOLDINGS LIMITED

CONSOLIDATED ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

FREIGHT MINDS HOLDINGS LIMITED

COMPANY INFORMATION

Directors	A L Durrant
	A C Lovell
	J R Pacheco
	M P Wright


Registered number	14492936


Registered office	Unit7 X2 Eastern Perimeter Road
	London Heathrow Airport
	Hounslow
	TW6 2GE


Independent auditors	Cooper Parry Group Limited
	Statutory Auditor
	Davidson House
	1st Floor
	The Forbury
	Reading
	RG1 3EU

FREIGHT MINDS HOLDINGS LIMITED

CONTENTS

	Page
Group strategic report	1 - 2
Directors' report	3 - 4
Independent auditors' report	5 - 8
Consolidated statement of comprehensive income	9
Consolidated balance sheet	10 - 11
Company balance sheet	12
Consolidated statement of changes in equity	13
Company statement of changes in equity	14
Consolidated statement of cash flows	15
Notes to the financial statements	16 - 32

FREIGHT MINDS HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 JANUARY 2026

Introduction

The directors present their strategic report for the year ended 31 January 2026.

We aim to present a balanced and comprehensive review of the development and performance of our business
during the year and its position at the year end. Our review is consistent with the size and non-complex nature of the group's operations and is written in the context of the risks and uncertainties we face.

Review of business

The group continues to grow, providing specialist freight and logistics services to the live entertainment
industry through its UK and US trading operations. Our performance for the year was in line with expectations and the group ended the financial year in a profitable position.

Profit for the year has increased compared with the prior year, reflecting continued growth across the group and the ongoing return on investment in personnel and operational capacity. During the prior year, the group invested significantly in strengthening its UK operations, increasing average headcount from 22 to 27. In the current financial year, investment has primarily focused on the expansion of the group’s US operations, with an average of 16 hires made during the year to support increasing demand and strategic growth objectives. As a result, the group has continued to increase its operational capacity, resource additional workstreams, and strengthen its presence across key markets.

Financial key performance indicators (KPIs)

The directors monitor a range of financial KPIs to assess the performance and financial position of the group. The key financial indicators are turnover, gross profit margin and return on capital employed.

Turnover for the year was £46,307,687 (2025: £33,294,695).
Gross profit margin was 28.1% (2025: 29.0%).
Return on capital employed was 79.2% (2025: 60.6%). This is calculated as profit before interest and tax divided by capital employed (being fixed assets plus working capital).
The balance sheet remains strong, supported by a substantial asset base and healthy cash reserves. Cash as at the year-end amounted to £5,288,274 (2025: £4,111,290).

Principal risks and uncertainties

The group's financial instruments principally comprise cash, trade debtors, trade creditors, and accruals,
which arise directly from its operations. The main objectives in holding such financial instruments are:
- to finance the group's operations; and
- to earn a return on working capital surplus to operational requirements, while managing financial risks
appropriately.

Interest rate risk

Surplus funds are held with in interest-bearing accounts. The group is not financially dependent on these
balances, and fluctuations in interest rates are not considered to represent a significant risk.

Credit risk

Credit risk is managed through appropriate credit checks and monitoring of customer balances. The directors
consider that the current procedures are adequate for managing exposure to credit risk.

Liquidity risk

The group maintains sufficient liquid resources to meet its obligations as they fall due, with investment of
surplus cash aligned to the timing of forecast operational payments.

Page 1

FREIGHT MINDS HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2026

Currency risk

The group operates in international markets, including through its UK and US trading operations, and is therefore exposed to foreign exchange movements. The group seeks to mitigate currency exposure by invoicing customers, wherever possible, in the same currency as the underlying supplier costs. The group does not currently enter into forward contracts or other hedging instruments.

Future developments

The directors expect continued growth in the financial year ending 31 January 2027. The group has continued to invest in the business to support this growth, ensuring that staff development, operational capacity and infrastructure remain aligned with the group's strategic objectives in both the UK and US markets.

The group continues to monitor geopolitical developments, including the ongoing conflict involving Iran and wider instability in the Middle East, which may impact global supply chains, fuel prices, freight capacity and insurance costs. While the group has no direct operations in the region, disruptions to international transport networks and increased market volatility could indirectly affect operating costs and customer demand. The directors continue to monitor these developments closely and maintain operational flexibility to mitigate potential disruption where possible.

Going concern

The directors have assessed the group's ability to continue as a going concern.

In forming this assessment, the directors have reviewed financial performance to date and prepared detailed financial and cash flow forecasts covering a period of at least 12 months from the date of approval of these financial statements. These forecasts include assumptions regarding expected trading performance, working capital requirements, and the availability of banking and financing facilities.

Based on these forecasts, and after considering the principal risks and uncertainties facing the group, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

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

M P Wright

Director

Date: 15 June 2026

Page 2

FREIGHT MINDS HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 JANUARY 2026

The directors present their report and the financial statements for the year ended 31 January 2026.

Principal activity

The principal activity of the group in the year under review was that of import, export and transportation of
equipment.

Directors' responsibilities statement

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 judgments and accounting estimates that are reasonable and prudent;

∙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.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £3,398,544 (2025: £1,467,407).

The total distribution of dividends for the year ended 31 January 2026 will be £674,988 (2025: £627,884).

Directors

The directors who served during the year were:

A L Durrant

A C Lovell

J R Pacheco

M P Wright

Page 3

FREIGHT MINDS HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2026

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

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

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

M P Wright

Director

Date: 15 June 2026

Page 4

FREIGHT MINDS HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FREIGHT MINDS HOLDINGS LIMITED

Opinion

We have audited the financial statements of Freight Minds Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 January 2026, which comprise the Consolidated statement of comprehensive income, 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 significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 January 2026 and of the Group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 5

FREIGHT MINDS HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FREIGHT MINDS HOLDINGS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual 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.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept 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 3, 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 6

FREIGHT MINDS HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FREIGHT MINDS HOLDINGS LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

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

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in
which it operates, and considered the risk of acts by the company that were contrary to applicable laws and
regulations, including fraud. We discussed with the directors the policies and procedures in place regarding
compliance with laws and regulations. We discussed amongst the audit team the identified laws and regulations,
and remained alert to any indications of non-compliance.

During the audit we focussed on laws and regulations which could reasonably be expected to give rise to a
material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK
tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting
documentation and enquiries with management.

Our procedures in relation to fraud included but were not limited to: inquires of management whether they have
any knowledge of any actual, suspected or alleged fraud, and discussions amongst the audit team regarding risk
of fraud such as opportunities for fraudulent manipulation of financial statements. We determined that the
principal risks related to posting manual journal entries to manipulate financial performance and management
bias through judgements in accounting estimates. We also addressed the risk of management override of
internal controls, including testing journals and evaluating whether there was evidence of bias by the directors
that represented a risk of material misstatement due to fraud. Our tests included agreeing the financial statement
disclosures to underlying supporting documentation.

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

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

Other matters

The comparatives in these financial statements are unaudited.

Page 7

FREIGHT MINDS HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FREIGHT MINDS 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 Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

James Maxwell (Senior statutory auditor)

for and on behalf of

Cooper Parry Group Limited

Statutory Auditor

Davidson House

1st Floor

The Forbury

Reading

RG1 3EU

15 June 2026

Page 8

FREIGHT MINDS HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 JANUARY 2026

	2026	2025
Note	£	£


Turnover	4	46,307,687	33,294,695
Cost of sales		(33,301,432)	(23,634,315)
Gross profit		13,006,255	9,660,380
Administrative expenses		(8,193,790)	(7,475,847)
Other operating income	5	117,785	83,492
Operating profit	6	4,930,250	2,268,025
Interest receivable and similar income	10	53,209	8,444
Interest payable and similar expenses	11	(24,438)	(3,962)
Profit before taxation		4,959,021	2,272,507
Tax on profit	12	(1,360,008)	(618,316)
Profit for the financial year		3,599,013	1,654,191


Currency translation differences	(167,860)	37,869
Other comprehensive income for the year	(167,860)	37,869
Total comprehensive income for the year	3,431,153	1,692,060

Profit for the year attributable to:
Non-controlling interests	200,469	186,784
Owners of the parent Company	3,398,544	1,467,407
	3,599,013	1,654,191

Total comprehensive income for the year attributable to:
Non-controlling interest	200,469	186,784
Owners of the parent Company	3,230,684	1,505,276
	3,431,153	1,692,060

The notes on pages 16 to 32 form part of these financial statements.

Page 9

FREIGHT MINDS HOLDINGS LIMITED

REGISTERED NUMBER: 14492936

CONSOLIDATED BALANCE SHEET

AS AT 31 JANUARY 2026

		2026		2025
Note		£		£

Fixed assets
Goodwill	14		37,056		42,907
Negative goodwill	14		(1,785,797)		(2,011,371)
Tangible assets	15		1,050,566		855,149
			(698,175)		(1,113,315)
Current assets
Debtors	17	5,328,844		8,365,060
Cash at bank and in hand	18	5,288,274		4,111,290
		10,617,118		12,476,350
Creditors: amounts falling due within one year	19	(5,261,187)		(9,428,966)
Net current assets			5,355,931		3,047,384
Total assets less current liabilities			4,657,756		1,934,069
Creditors: amounts falling due after more than one year	20		(288,376)		(245,182)
Provisions for liabilities
Deferred taxation	22	(165,790)		(122,018)
			(165,790)		(122,018)
Net assets excluding pension asset			4,203,590		1,566,869
Net assets			4,203,590		1,566,869

Capital and reserves
Called up share capital	23	200	200
Foreign exchange reserve	24	(142,292)	25,568
Profit and loss account	24	3,976,275	1,252,719
Equity attributable to owners of the parent Company		3,834,183	1,278,487
Non-controlling interests	27	369,407	288,382
		4,203,590	1,566,869

Page 10

FREIGHT MINDS HOLDINGS LIMITED

REGISTERED NUMBER: 14492936

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 JANUARY 2026

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

M P Wright

Director

Date: 15 June 2026

Page 11

FREIGHT MINDS HOLDINGS LIMITED

REGISTERED NUMBER: 14492936

COMPANY BALANCE SHEET

AS AT 31 JANUARY 2026

		2026		2025
Note		£		£

Fixed assets
Investments	16		102		102
			102		102
Current assets
Debtors	17	289,824		158,654
Cash at bank and in hand	18	78,781		329
		368,605		158,983
Creditors: amounts falling due within one year	19	(390,354)		(158,589)
Net current (liabilities)/assets			(21,749)		394
Total assets less current liabilities			(21,647)		496


Net assets excluding pension asset			(21,647)		496
Net (liabilities)/assets			(21,647)		496

Capital and reserves
Called up share capital	23		200		200
Profit and loss account brought forward		296		(1,840)
Profit for the year		652,845		630,020
Dividends paid		(674,988)		(627,884)
Profit and loss account carried forward			(21,847)		296
			(21,647)		496

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

M P Wright

Director

Date: 15 June 2026

The notes on pages 16 to 32 form part of these financial statements.

Page 12


		FREIGHT MINDS HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 JANUARY 2026

	Called up share capital	Foreign exchange reserve	Profit and loss account	Equity attributable to owners of parent Company	Non-controlling interests	Total equity
	£	£	£	£	£	£
At 1 February 2024	200	(12,301)	413,196	401,095	101,598	502,693

Profit for the year	-	-	1,467,407	1,467,407	186,784	1,654,191
Currency translation differences	-	37,869	-	37,869	-	37,869
Dividends	-	-	(627,884)	(627,884)	-	(627,884)

At 1 February 2025	200	25,568	1,252,719	1,278,487	288,382	1,566,869

Profit for the year	-	-	3,398,544	3,398,544	200,469	3,599,013
Currency translation differences	-	(167,860)	-	(167,860)	-	(167,860)
Dividends	-	-	(674,988)	(674,988)	(119,444)	(794,432)
At 31 January 2026	200	(142,292)	3,976,275	3,834,183	369,407	4,203,590

The notes on pages 16 to 32 form part of these financial statements.

Page 13

FREIGHT MINDS HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 JANUARY 2026

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 February 2024	200	(1,840)	(1,640)

Profit for the year	-	630,020	630,020
Dividends: Equity capital	-	(627,884)	(627,884)

At 1 February 2025	200	296	496

Profit for the year	-	652,845	652,845
Dividends: Equity capital	-	(674,988)	(674,988)
At 31 January 2026	200	(21,847)	(21,647)

The notes on pages 16 to 32 form part of these financial statements.

Page 14

FREIGHT MINDS HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 JANUARY 2026

			2026	2025
			£	£

Cash flows from operating activities
Profit for the financial year	3,599,013	1,654,191
Adjustments for:
Amortisation of intangible assets	(219,723)	(219,723)
Depreciation of tangible assets	230,734	103,435
Loss on disposal of tangible assets	294	(1,640)
Finance expenses	24,438	3,962
Finance income	(53,209)	(8,444)
Taxation charge	(1,358,361)	(618,316)
Decrease/(increase) in debtors	2,927,462	(5,214,873)
(Decrease)/increase in creditors	(4,245,946)	5,620,491
Corporation tax received	1,510,887	73,664
Foreign exchange	(167,860)	37,869
Net cash generated from operating activities	2,247,729	1,430,616

Cash flows from investing activities
Purchase of tangible fixed assets	(426,445)	(624,937)
Disposal of share in associates	-	40
Interest received	53,209	8,444
Net cash from investing activities	(373,236)	(616,453)
Cash flows from financing activities
New finance leases	157,175	323,098
Repayment of finance leases	(89,017)	-
Dividends paid	(794,432)	(627,884)
Interest paid	(24,438)	(3,962)
Net cash used in financing activities	(750,712)	(308,748)
Net increase in cash and cash equivalents	1,123,781	505,415
Cash and cash equivalents at beginning of year	4,111,290	3,605,875
Cash and cash equivalents at the end of year	5,235,071	4,111,290

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	5,288,274	4,111,290
Bank overdrafts	(53,203)	-
	5,235,071	4,111,290

Page 15

FREIGHT MINDS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

1.	General information

Freight Minds Holdings Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the company information page.

2.Accounting policies

2.1

Basis of preparation of financial statements

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

The financial statements are prepared in sterling, which is the functional currency of the company.
Monetary amounts in these financial statements are rounded to the nearest £1.

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 judgment in applying the Group's accounting policies (see note 3).

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:

2.2

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.

Non controlling interest
Non controlling interests represent the equity in subsidiaries not attributable, directly or indirectly, to the parent company. Non controlling interests are measured at the date of acquisition at their proportionate share of the fair value of the subsidiary’s identifiable net assets. Subsequent to acquisition, the carrying amount of non controlling interests is adjusted for the non controlling interest’s share of changes in equity of the subsidiary.

2.3

Going concern

The financial statements have been prepared on a going concern basis. The directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment. Based on these assessments, the directors have concluded that they can continue to adopt the going concern basis in preparing the financial statements.

Page 16

FREIGHT MINDS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.4

Turnover

Turnover represents amounts receivable for freight and logistics services provided during the year, net of value added tax.

Turnover is recognised when the group has performed its main service and entitlement to consideration has been established. This is considered to be when the freight has reached its destination.

2.5

Other income

Other income represents recharges and rent receivable and is recognised in the period to which the income relates.

2.6

Foreign currency translation

Functional and presentation currency

The group's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.7

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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.8

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to the consoidated profit and loss account over the relevant period. The capital element of the future payments is treated as a liability.

Page 17

FREIGHT MINDS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.9

Interest income

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

2.10

Finance costs

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

2.11

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to the profit and loss account in the period to which they relate.

2.12

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

2.13

Intangible assets

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business, is being amortised evenly over its estimated useful life of ten years.

Negative goodwill arising on a business combination is recognised in the statement of financial position.

2.14

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation,
net of depreciation and any impairment losses.

Page 18

FREIGHT MINDS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.14

Tangible fixed assets (continued)

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values
over their useful lives on the following bases:

Long-term leasehold property	-	20% on cost
Plant and machinery	-	25% on cost
Motor vehicles	-	25% on cost
Fixtures and fittings	-	25% on cost
Computer equipment	-	25% on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale
proceeds and the carrying value of the asset, and is credited or charged to the profit and loss
account.

2.15

Investment in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

2.16

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.

Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.

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

2.17

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are measured at transaction price. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities

Basic financial liabilities, including creditors and bank loans are recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

Page 19

FREIGHT MINDS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.17

Financial instruments (continued)

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

2.18

Dividends

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

3.	Critical accounting judgements and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The group makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The key significant estimates and assumptions that affect the financial statements are:

Impairment of trade debtors

The group makes an estimate of the recoverable value of trade debtors. When assessing impairment of trade receivables, management considers factors including: the credit rating of the receivable, the ageing profile of receivables and historical experience.

Turnover

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

					2026	2025
					£	£

United Kingdom	17,098,518	13,034,757
USA	22,604,581	15,091,501
Rest of Europe	2,385,134	1,962,866
Rest of the world	4,219,454	3,205,571
	46,307,687	33,294,695

Page 20

FREIGHT MINDS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

5.	Other operating income
		2026	2025
		£	£

Net rents receivable	70,539	66,163
Other income	47,246	17,329
	117,785	83,492

Depreciation - owned assets	230,734	103,438
Exchange differences	153,541	23,983
Loss/(profit) on disposal of fixed assets	294	1,640
Amortisation	(219,723)	(219,723)
Operating lease rental	678,351	628,678

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements	57,350	30,000
Fees payable to the Company's auditors in respect of:
All non-audit services	17,675	57,546

Page 21

FREIGHT MINDS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

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

		Group	Group
		2026	2025
		£	£


Wages and salaries	4,741,909	4,651,361
Social security costs	531,160	448,021
Cost of defined contribution scheme	119,106	126,154
	5,392,175	5,225,536

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

	2026	2025
	No.	No.

Directors	4	3
Operational	16	14
Warehouse	20	6
Administrative	13	9
Sales	4	5

	57	37

9.	Directors' remuneration
		2026	2025
		£	£

Directors' emoluments	1,509,236	1,718,287
Group contributions to defined contribution pension schemes	35,148	60,859
	1,544,384	1,779,146

	During the year retirement benefits were accruing to 3 directors (2025: 3) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £405,789 (2025: £526,524).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £11,148 (2025: £Nil).

Page 22

FREIGHT MINDS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

10.	Interest receivable
		2026	2025
		£	£

	Other interest receivable	53,209	8,444
		53,209	8,444

11.	Interest payable and similar expenses
		2026	2025
		£	£

	Bank interest payable	24,438	3,962
		24,438	3,962

Corporation tax
Current tax on profits for the year	777,701	104,851
Overseas tax	457,464	420,113
Adjustments in respect of previous periods	81,071	(28,666)
	1,316,236	496,298

Total current tax	1,316,236	496,298

Deferred tax
Origination and reversal of timing differences	43,772	122,018
Total deferred tax	43,772	122,018


		1,360,008	618,316

Page 23

FREIGHT MINDS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

12.Taxation (continued)

Profit on ordinary activities before tax

4,959,021

2,272,507

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025: 25%)	1,239,755	568,127
Effects of:
Expenses not deductible for tax purposes	(40,177)	(44,788)
Capital allowances for year in excess of depreciation	-	1,854
Adjustments to tax charge in respect of prior periods	81,071	(28,666)
Adjustments to tax charge in respect of prior periods - deferred tax	(7,657)	30,605
Income not deductible for tax purposes	(138)	-
Difference in foreign tax rates	87,567	91,184
Other permanent differences	(413)	-
Total tax charge for the year	1,360,008	618,316

13.	Dividends
		2026	2025
		£	£

	Interim dividends paid	674,988	627,884
		674,988	627,884

Page 24

FREIGHT MINDS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

14.	Intangible assets
	Group and Company

	Goodwill	Negative goodwill	Total
	£	£	£
Cost
At 1 February 2025	58,510	(2,255,743)	(2,197,233)
At 31 January 2026	58,510	(2,255,743)	(2,197,233)
Amortisation
At 1 February 2025	15,603	(244,372)	(228,769)
Charge for the year	5,851	(225,574)	(219,723)
At 31 January 2026	21,454	(469,946)	(448,492)
Net book value
At 31 January 2026	37,056	(1,785,797)	(1,748,741)
At 31 January 2025	42,907	(2,011,371)	(1,968,464)

Page 25


		FREIGHT MINDS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026

	15.	Tangible fixed assets
		Group

	Long-term leasehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Computer equipment	Total
	£	£	£	£	£	£
Cost or valuation
At 1 February 2025	526,106	158,086	131,895	92,638	113,752	1,022,477
Additions	124,199	48,239	192,344	21,222	40,441	426,445
Disposals	-	-	-	-	(2,093)	(2,093)
At 31 January 2026	650,305	206,325	324,239	113,860	152,100	1,446,829
Depreciation
At 1 February 2025	36,944	27,467	19,701	30,386	52,830	167,328
Charge for the year	80,070	49,157	48,220	24,550	28,737	230,734
Disposals	-	-	-	-	(1,799)	(1,799)
At 31 January 2026	117,014	76,624	67,921	54,936	79,768	396,263
Net book value
At 31 January 2026	533,291	129,701	256,318	58,924	72,332	1,050,566
At 31 January 2025	489,162	130,619	112,194	62,252	60,922	855,149

Page 26

FREIGHT MINDS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

15.Tangible fixed assets (continued)

The net book value of land and buildings may be further analysed as follows:
	2026	2025
	£	£

Long leasehold	533,291	489,812
	533,291	489,812

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2026	2025
	£	£


Long leasehold	295,769	332,740
Motor vehicles	234,583	100,214
	530,352	432,954

16.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 February 2025	102
	At 31 January 2026	102

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

Freight Minds Limited	UK	Ordinary	100%
Freight Minds USA	USA	Ordinary	80%
SFW Logistics Limited	UK	Ordinary	100%

Page 27

FREIGHT MINDS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

17.

Debtors

Group	Group	Company	Company
2026	2025	2026	2025
£	£	£	£

Due after more than one year
Other debtors	180,681	156,978	-	-
	180,681	156,978	-	-
Due within one year
Trade debtors	2,541,291	4,949,068	-	-
Amounts owed by group undertakings	-	-	289,724	158,554
Other debtors	361,941	572,335	100	100
Prepayments and accrued income	1,983,575	2,316,569	-	-
Tax recoverable	261,356	370,110	-	-
	5,328,844	8,365,060	289,824	158,654

18.	Cash and cash equivalents
		Group	Group	Company	Company
		2026	2025	2026	2025
		£	£	£	£

Cash at bank and in hand	5,288,274	4,111,290	78,781	329
Less: bank overdrafts	(53,203)	-	-	-
	5,235,071	4,111,290	78,781	329

19.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2026	2025	2026	2025
		£	£	£	£

Bank overdrafts	53,203	-	-	-
Hire purchase contracts	102,880	77,916	-	-
Trade creditors	2,060,643	3,967,211	9	17
Amounts owed to group undertakings	-	-	380,279	2
Corporation tax	-	-	341	-
Other taxation and social security	71,957	66,990	-	-
Other creditors	17,261	594,580	-	156,970
Accruals and deferred income	2,955,243	4,722,269	9,725	1,600
	5,261,187	9,428,966	390,354	158,589

Page 28

FREIGHT MINDS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

20.	Creditors: Amounts falling due after more than one year
		Group	Group
		2026	2025
		£	£

Net obligations under finance leases and hire purchase contracts	288,376	245,182
	288,376	245,182

21.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2026	2025
		£	£

Within one year	102,880	77,916
Between 1-5 years	288,376	245,182
	391,256	323,098

22.	Deferred taxation
	Group

		2026
		£

	At beginning of year	122,018
	Charged to profit or loss	43,772
	At end of year	165,790

Page 29

FREIGHT MINDS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

22.Deferred taxation (continued)

Company

		2026

	At end of year	-

The provision for deferred taxation is made up as follows:
	Group	Group
	2026	2025
	£	£

Fixed asset timing differences	179,875	134,149
Short term timing differences	(14,085)	(19,788)
Other timing differences	-	(7,657)
	165,790	122,018

23.	Share capital
		2026	2025
		£	£

Allotted, called up and fully paid

200 (2025: 200) Ordinary shares of £1.00 each	200	200

24.

Reserves

Foreign exchange reserve

The foreign exchange reserve comprises translation differences arising from the consolidation of foreign operations.

Profit and loss account

Includes all current and prior period retained profits and losses.

Page 30

FREIGHT MINDS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

25.	Analysis of net debt

		At 1 February 2025	Cash flows	At 31 January 2026
		£	£	£

Cash at bank and in hand	4,111,290	1,176,984	5,288,274
Bank overdrafts	-	(53,203)	(53,203)
Finance leases due within one year	(77,914)	(24,966)	(102,880)
Finance leases due after more than one year	(245,182)	(43,194)	(288,376)
	3,788,194	1,055,621	4,843,815

26.	Pension commitments

Pension contributions payable during the year amounted to £71,406 (2025: £105,516). There was £5,357 (2025: £4,421) outstanding at the year end and included in creditors.

27.	Non-controlling interests
		2026
		£


	At 1 February 2025	288,382
	Share of profits for the year	200,469
	Dividends for the year	(119,444)
	At 31 January 2026	369,407

28.	Commitments under operating leases
	At 31 January 2026 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2026	2025
		£	£

Not later than 1 year	744,435	549,186
Later than 1 year and not later than 5 years	4,152,267	1,674,731
Later than 5 years	1,648,235	2,093,040
	6,544,937	4,316,957

Page 31

FREIGHT MINDS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

29.Other financial commitments

There is a fixed charge from Lloyds Bank PLC over its deposit accounts.

30.	Related party transactions
	The group has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. Included in debtors are amounts owed to the group in relation to directors loans of £141,896 (2025: £198,788).

31.	Controlling party

The group is owned jointly by the shareholders. No individual shareholder exercises ultimate control and therefore there is no ultimate controlling party.

Page 32