Company Number: SC784010

Analysis Date: 2025-07-20 19:13 UTC

1. Risk Rating: MEDIUM
   The company is newly incorporated (September 2023) but has filed audited accounts for a 15-month period ending December 2024 showing substantive operations. While it reports net assets and positive net current assets, it also reports a significant loss and tax charge in the period, which presents some financial risk. The company’s solvency appears adequate at present, but profitability and operational sustainability require monitoring.

2. Key Concerns:

• Loss and Tax Charge: The company reported a loss before tax of £25,639 but a tax charge of £540,430 resulting in a net loss of £566,069. The unusually high tax charge relative to pre-tax loss warrants investigation for deferred tax accounting or other non-cash tax adjustments that may impact future cash flows.
• Substantial Provisions and Long-Term Creditors: Provisions for liabilities of £435,038 and long-term creditors of £1,077,021 represent a material level of obligations. The nature and timing of these liabilities should be clarified to assess their impact on liquidity and solvency.
• Recent Changes in Management and Shareholding: The original directors (two Burnetts) resigned in April 2024 and new directors appointed. Additionally, the majority control is held by Sbg Holding International Ltd (75-100%). This governance change may indicate restructuring or integration with the parent group, which requires assessment of strategic stability and future operational plans.

3. Positive Indicators:

• Healthy Net Current Assets: Current assets of £1.29m exceed current liabilities of £795k, resulting in net current assets of £497k, suggesting the company can meet short-term obligations.
• Fixed Assets Base: Tangible fixed assets of £1.7m indicate investment in operational capacity, consistent with its haulage and warehousing activities.
• Auditor’s Unqualified Opinion and Going Concern Confirmation: The auditor issued an unqualified opinion with no material uncertainties about going concern, supporting confidence in the company’s ability to continue trading at least in the next 12 months.
• Clear Industry Focus: Activities are well defined in road haulage, warehousing, and licensed carriers, providing a focused operational scope within logistics.

4. Due Diligence Notes:

• Investigate the composition and reason for the large tax charge despite an operating loss, including any deferred tax liabilities or non-cash charges.
• Obtain details of provisions and long-term liabilities to understand timing, counterparties, and any potential contingent risks.
• Review the rationale and implications of the change in directors and the relationship with the parent company SBG Holding International Ltd, including any intercompany agreements.
• Assess cash flow forecasts and working capital management given the high debtor balance (£759k) relative to turnover (£3.67m) for potential liquidity risks.
• Verify that all statutory filings are up to date and check for any compliance or governance issues related to recent changes in management or ownership.